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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from ___________ to __________ |
Commission File Number
____________________________________
TENNANT COMPANY
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
(
(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 |
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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.
| | ☑ | No | ☐ |
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).
| | ☑ | No | ☐ |
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.
| | ☑ |
| Accelerated filer | ☐ |
| Non-accelerated filer | ☐ |
| Smaller reporting company | |
| Emerging growth company | |
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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.
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| ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | | No | ☑ |
As of July 29, 2022, there were
| PART I - FINANCIAL INFORMATION |
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| Item 1. |
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| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| PART II - OTHER INFORMATION |
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| Item 1. |
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| Item 1A. |
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| Item 2. |
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| Item 6. |
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PART I – FINANCIAL INFORMATION
| Item 1. |
Financial Statements |
| CONSOLIDATED STATEMENTS OF INCOME (Unaudited) |
| Three Months Ended | Six Months Ended | |||||||||||||||
| (In millions, except shares and per share data) | June 30, | June 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling and administrative expense | ||||||||||||||||
| Research and development expense | ||||||||||||||||
| Gain on sale of assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating income | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net foreign currency transaction (loss) gain | ( | ) | ( | ) | ||||||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Other (expense) income, net | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense (benefit) | ( | ) | ||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Net income per share | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) |
| Three Months Ended | Six Months Ended | |||||||||||||||
| (In millions) | June 30, | June 30, | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||
| Foreign currency translation adjustments (net of related tax expense of $, $, $, and $, respectively) | ( | ) | ( | ) | ( | ) | ||||||||||
| Pension and postretirement medical benefits (net of related tax benefit of $, $, $, and $, respectively) | ||||||||||||||||
| Cash flow hedge (net of related tax expense of $, $, $, and $, respectively) | ( | ) | ( | ) | ||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
| CONSOLIDATED BALANCE SHEETS |
| (Unaudited) | ||||||||
| (In millions, except shares and per share data) | June 30, | December 31, | ||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||
| Receivables, less allowances of $ and $, respectively | ||||||||
| Inventories | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, less accumulated depreciation of $ and $, respectively | ||||||||
| Operating lease assets | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current portion of long-term debt | $ | $ | ||||||
| Accounts payable | ||||||||
| Employee compensation and benefits | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Long-term operating lease liabilities | ||||||||
| Employee benefits | ||||||||
| Deferred income taxes | ||||||||
| Other liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 12) | ||||||||
| Common Stock, $ par value; shares authorized; and shares issued and outstanding, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Tennant Company shareholders' equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and total equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2022 | 2021 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization expense | ||||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||
| Share-based compensation expense | ||||||||
| Bad debt and returns expense | ||||||||
| Acquisition contingent consideration adjustment | ||||||||
| Gain on sale of assets | ( | ) | ( | ) | ||||
| Debt extinguishment cost | ||||||||
| Other, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Employee compensation and benefits | ( | ) | ||||||
| Other assets and liabilities | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of assets, net of cash divested | ||||||||
| Investment in leased assets | ( | ) | ||||||
| Cash received from leased assets | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from borrowings | ||||||||
| Repayments of borrowings | ( | ) | ( | ) | ||||
| Debt extinguishment payment | ( | ) | ||||||
| Contingent consideration payments | ( | ) | ||||||
| Change in finance lease obligations | ||||||||
| (Repurchases) proceeds from exercise of stock options, net of employee tax withholdings obligations | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Net (decrease) in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | Six Months Ended | |||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | ||||||||
| Lease assets obtained in exchange for new operating lease liabilities | ||||||||
| Supplemental non-cash investing and financing activities: | ||||||||
| Capital expenditures in accounts payable | ||||||||
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In millions, except shares and per share data)
| Tennant Company Shareholders | ||||||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Tennant Company Shareholders' Equity | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Dividends paid $ per common share | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Dividends paid $ per common share | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Tennant Company Shareholders | ||||||||||||||||||||||||||||||||
| Common Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Tennant Company Shareholders' Equity | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of shares | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Dividends paid $ per common share | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||
| Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of shares | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Dividends paid $ per common share | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In millions, except shares and per share data)
| 1. |
Tennant Company ("the Company", "we", "us", or "our") is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, reduce environmental impact and help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions.
Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more.
Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.
Basis of Presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for interim reporting. In our opinion, the consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of our financial position and results of operations.
These statements should be read in conjunction with the consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2021. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
| 2. |
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848). This ASU provides optional expedients to applying generally accepted accounting principles to certain contract modifications, hedging relationships, and other transactions affected by the reference rate reform, which affects the London Interbank Offered ("LIBO") Rate, if certain criteria are met. The amendments are effective March 12, 2020 through December 31, 2022. We continue to monitor our contracts and transactions for potential application of this ASU.
| 3. |
Disaggregation of Revenue
The following tables illustrate the disaggregation of revenue by geographic area, groups of similar products and services and sales channels:
Net sales by geographic area
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Americas |
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| Europe, Middle East and Africa | | | | | ||||||||||||
| Asia Pacific | | | | | ||||||||||||
| Total |
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Net sales are attributed to each geographic area based on the end-user country and are net of intercompany sales.
Net sales by groups of similar products and services
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Equipment | $ | $ | $ | $ | ||||||||||||
| Parts and consumables | ||||||||||||||||
| Specialty surface coatings(a) | ||||||||||||||||
| Service and other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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| (a) | On February 1, 2021, we sold our Coatings business. Further details regarding the sale are discussed in Note 5. |
Net sales by sales channel
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Sales direct to consumer | $ | $ | $ | $ | ||||||||||||
| Sales to distributors | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Contract Liabilities
Sales Returns
The right of return may exist explicitly or implicitly with our customers. When the right of return exists, we adjust the transaction price for the estimated effect of returns. We estimate the expected returns using the expected value method by assessing historical sales levels and the timing and magnitude of historical sales return levels as a percent of sales and projecting this experience into the future.
Sales Incentives
Our sales contracts may contain various customer incentives, such as volume-based rebates or other promotions. We reduce the transaction price for certain customer programs and incentive offerings that represent variable consideration. Sales incentives given to our customers are recorded using the most likely amount approach for estimating the amount of consideration to which the Company will be entitled. We forecast the most likely amount of the incentive to be paid at the time of sale, update this forecast quarterly, and adjust the transaction price accordingly to reflect the new amount of incentives expected to be earned by the customer. A majority of our customer incentives are settled within one year. We record our accruals for volume-based rebates and other promotions in other current liabilities on our consolidated balance sheets.
The change in our sales incentive accrual balance was as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions to sales incentive accrual | ||||||||
| Contract payments | ( | ) | ( | ) | ||||
| Foreign currency fluctuations | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Deferred Revenue
We sell separately priced prepaid contracts to our customers where we receive payment at the inception of the contract and defer recognition of the consideration received because we have to satisfy future performance obligations. Our deferred revenue balance is primarily attributed to prepaid maintenance contracts on our machines ranging from
The change in the deferred revenue balance was as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Increase in deferred revenue representing our obligation to satisfy future performance obligations | ||||||||
| Decrease in deferred revenue for amounts recognized in net sales for satisfied performance obligations | ( | ) | ( | ) | ||||
| Foreign currency fluctuations | ( | ) | ||||||
| Ending balance | $ | $ |
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At June 30, 2022, $
| Remaining 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ |
At December 31, 2021, $
| 4. |
Restructuring Actions
During the three and six months ended June 30, 2022 and June 30, 2021, we incurred restructuring expenses as part of our ongoing global reorganization efforts. The following pre-tax restructuring charges were included in selling and administrative expense in the consolidated statements of income:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Severance-related costs | $ | $ | $ | $ | ||||||||||||
| Other costs | ||||||||||||||||
| Total pre-tax restructuring costs | $ | $ | $ | $ | ||||||||||||
The charges in 2022 primarily impacted the Americas and APAC operating segments. The charges in 2021 primarily impacted the EMEA and APAC operating segments. Our restructuring actions represent the continued execution of a multi-year enterprise strategy to drive increased productivity throughout our operations.
A reconciliation of the beginning and ending liability balances for severance-related costs is as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| New charges | ||||||||
| Cash payments | ( | ) | ( | ) | ||||
| Foreign currency fluctuations | ( | ) | ( | ) | ||||
| Adjustments to accrual | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
| 5. |
Sale of building
During the second quarter of 2022, we sold a building located in Golden Valley, Minnesota. The resulting pre-tax gain was $
Sale of Coatings business
During the first quarter of 2021, we sold the Coatings business. The resulting pre-tax gain was $
Acquisition of Gaomei
On January 4, 2019, we completed the acquisition of Hefei Gaomei Cleaning Machines Co., Ltd. and Anhui Rongen Environmental Protection Technology Co., Ltd. (collectively "Gaomei"), privately held designers and manufacturers of commercial cleaning solutions based in China. The financial results for Gaomei have been included in our consolidated financial results since the date of closing. The purchase price included contingent consideration payments totaling $
| 6. |
Inventories are valued at the lower of cost or net realizable value and consisted of the following:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Inventories carried at LIFO: | ||||||||
| Finished goods(a) | $ | $ | ||||||
| Raw materials and work-in-process | ||||||||
| Excess of FIFO over LIFO cost(b) | ) | ( | ) | |||||
| Total LIFO inventories | $ | $ | ||||||
| Inventories carried at FIFO: | ||||||||
| Finished goods(a) | $ | $ | ||||||
| Raw materials and work-in-process | ||||||||
| Total FIFO inventories | $ | $ | ||||||
| Total inventories | $ | $ | ||||||
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| (a) | Finished goods include machines, parts and consumables and component parts that are used in our products. |
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| (b) | The difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method. |
We are currently operating in a more volatile inflationary environment and we experienced higher product cost inflation in most categories during the second quarter of 2022. Our LIFO charge for the three and six months ended June 30, 2022 was $
| 7. |
The changes in the carrying amount of goodwill for the six months ended June 30, 2022 were as follows:
| Accumulated | ||||||||||||
| Impairment | ||||||||||||
| Goodwill | Losses | Total | ||||||||||
| Balance as of December 31, 2021 | $ | $ | ( | ) | $ | |||||||
| Foreign currency fluctuations | ( | ) | ( | ) | ||||||||
| Balance as of June 30, 2022 | $ | $ | ( | ) | $ | |||||||
The balances of acquired intangible assets, excluding goodwill, were as follows:
| Customer Lists | Trade Names | Technology | Total | |||||||||||||
| Balance as of June 30, 2022 | ||||||||||||||||
| Original cost | $ | $ | $ | $ | ||||||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying value | $ | $ | $ | $ | ||||||||||||
| Weighted average original life (in years) | ||||||||||||||||
| Balance as of December 31, 2021 | ||||||||||||||||
| Original cost | $ | $ | $ | $ | ||||||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying value | $ | $ | $ | $ | ||||||||||||
| Weighted average original life (in years) | ||||||||||||||||
Amortization expense on intangible assets for the three and six months ended June 30, 2022 was $
Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for each of the five succeeding years and thereafter is as follows:
| Remaining 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ |
| 8. |
2021 Credit Agreement
On April 5, 2021, we and certain of our foreign subsidiaries entered into an Amended and Restated Credit Agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent. The 2021 Credit Agreement provides us and certain of our foreign subsidiaries access to a senior secured credit facility until April 3, 2026, consisting of a term loan facility in an amount up to $
The fee for committed funds under the revolving facility of the 2021 Credit Agreement ranges from an annual rate of
In connection with the 2021 Credit Agreement, we reaffirmed our security interest in favor of the lenders in substantially all our personal property and pledged the stock of our domestic subsidiaries and
Our 2021 Credit Agreement restricts the payment of dividends or repurchasing of stock requiring that, after giving effect to such payments, no default exists or would result from such payment. Additionally, cash dividends are restricted to $
The 2021 Credit Agreement contains customary representations, warranties and covenants, including but not limited to covenants restricting our ability to incur indebtedness and liens and to merge or consolidate with another entity. Further, the 2021 Credit Agreement contains the following covenants:
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| • | A covenant requiring us to maintain an indebtedness to EBITDA ratio, determined as of the end of each of our fiscal quarters, of no greater than |
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| • | A covenant requiring us to maintain an EBITDA to interest expense ratio for a period of four consecutive fiscal quarters as of the end of each quarter of no less than 3.00 to 1.00; and |
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| • | A covenant restricting us from paying dividends or repurchasing stock if, after giving effect to such payments and assuming no default exists or would result from such payment, our leverage ratio is greater than |
Redemption of Senior Notes
In the second quarter of 2021, the Company redeemed $
Debt Outstanding
Debt outstanding consisted of the following:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Credit facility borrowings: | ||||||||
| Revolving credit facility borrowings | $ | $ | ||||||
| Term loan facility borrowings | ||||||||
| Secured borrowings | ||||||||
| Finance lease liabilities | ||||||||
| Total debt | ||||||||
| Less: current portion of long-term debt(a) | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
|
| (a) | As of June 30, 2022, the Company is required to repay $ |
As of June 30, 2022, we had outstanding borrowings of $
| 9. |
We record a liability for warranty claims at the time of sale. The amount of the liability is based on the trend in the historical ratio of claims to sales, the historical length of time between the sale and resulting warranty claim, new product introductions and other factors. Warranty terms on machines generally range from to years. However, the majority of our claims are paid out within the first to months following a sale. The majority of the liability for estimated warranty claims represents amounts to be paid out in the near term for qualified warranty issues, with immaterial amounts reserved to be paid for older equipment warranty issues.
The changes in warranty reserves were as follows:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions charged to expense | ||||||||
| Foreign currency fluctuations | ( | ) | ( | ) | ||||
| Claims paid | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| 10. |
Hedge Accounting and Hedging Programs
We recognize all derivative instruments as either assets or liabilities in our consolidated balance sheets and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting.
We evaluate hedge effectiveness on our hedges that are designated and qualify for hedge accounting at the inception of the hedge prospectively, as well as retrospectively, and record any ineffective portion of the hedging instruments along with the time value of purchased contracts in the same line item of the income statement as the item being hedged on our consolidated statements of income.
Our hedging policy establishes maximum limits for each counterparty to mitigate any concentration of risk.
Balance Sheet Hedges
We hedge our net recognized foreign currency denominated assets and liabilities with foreign exchange forward contracts to reduce the risk that the value of these assets and liabilities will be adversely affected by changes in exchange rates. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on the consolidated balance sheets with changes in the fair value recorded to net foreign currency transaction gain in our consolidated statements of income. These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged. At June 30, 2022 and December 31, 2021, the notional amounts of foreign currency forward exchange contracts outstanding not designated as hedging instruments were $
Cash Flow Hedges
We use foreign currency exchange rate derivatives to hedge our exposure to fluctuations in exchange rates for anticipated intercompany cash transactions between Tennant Company and its subsidiaries. We enter into these foreign exchange cross-currency swaps to hedge the foreign currency denominated cash flows associated with this intercompany loan, and accordingly, they are not speculative in nature. These cross-currency swaps are designated as cash flow hedges. The hedged cash flows as of December 31, 2021 included million of total notional values. The loan and related swaps matured in April 2022.
Fair Value Hedges
On April 5, 2022, we entered into Euro to U.S. dollar foreign exchange cross-currency swaps associated with an intercompany loan from a wholly-owned European subsidiary. We enter into these foreign exchange cross-currency swaps to hedge the foreign currency risk associated with this intercompany loan, and accordingly, they are not speculative in nature. These cross-currency swaps are designated as fair value hedges. As of June 30, 2022 these cross-currency swaps included million of total notional value. As of June 30, 2022, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to million. The scheduled maturity and principal payment of the loan and related swaps of million are due in April 2027.
Net Investment Hedges
On April 5, 2022, we entered into Euro to U.S. dollar foreign exchange cross-currency swaps to hedge our exposure to adverse foreign currency exchange rate movements between Tennant Company and a wholly owned European subsidiary. We enter into these fixed-to-fixed cross-currency swap agreements to protect a designated monetary amount of the Company’s net investment in its Euro functional currency subsidiary against the risk of changes in the Euro to U.S. dollar foreign exchange rate. These cross-currency swaps are designated as net investment hedges. As of June 30, 2022, the cross-currency swaps included million of total notional values. These swaps are scheduled to mature in April 2027.
The fair value of derivative instruments on our consolidated balance sheets was as follows:
| Derivative Assets | Derivative Liabilities | |||||||||||||||||
| Balance Sheet Location | June 30, 2022 | December 31, 2021 | Balance Sheet Location | June 30, 2022 | December 31, 2021 | |||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||||||
| Foreign currency forward contracts | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||
| Derivatives designated as fair value hedges: | ||||||||||||||||||
| Cross-currency swaps | Other current assets | Other current liabilities | ||||||||||||||||
| Cross-currency swaps | Other assets | Other liabilities | ||||||||||||||||
| Derivatives designated as net investment hedges: | ||||||||||||||||||
| Cross-currency swaps | Other current assets | Other current liabilities | ||||||||||||||||
| Cross-currency swaps | Other assets | Other liabilities | ||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||
| Foreign currency forward contracts | Other current assets | Other current liabilities | ||||||||||||||||
As of June 30, 2022, we anticipate reclassifying $
The following tables include the amounts in the consolidated statements of income in which the effects of derivatives designated as hedging instruments are recorded:
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| Total | Amount of Gain (Loss) on Hedging Activity | Total | Amount of Gain (Loss) on Hedging Activity | Total | Amount of Gain (Loss) on Hedging Activity | Total | Amount of Gain (Loss) on Hedging Activity | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | ||||||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net foreign currency transaction (loss) gain | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Derivatives designated as fair value hedges: | ||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net foreign currency transaction (loss) gain | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Derivatives designated as net investment hedges: | ||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
The effect of derivative instruments designated as hedges and derivative instruments not designated as hedges in our consolidated statements of income was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June, 30 | June, 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||||
| Net (loss) gain recognized in other comprehensive loss, net of tax(a) | $ | $ | ( | ) | $ | $ | ||||||||||
| Net loss reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net sales | ( | ) | $ | ( | ) | |||||||||||
| Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net | ||||||||||||||||
| Net (loss) gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain | ( | ) | ||||||||||||||
| Derivatives designated as fair value hedges: | ||||||||||||||||
| Net gain recognized in other comprehensive loss, net of tax(a) | ||||||||||||||||
| Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net | ||||||||||||||||
| Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain | ||||||||||||||||
| Derivatives designated as net investment hedges: | ||||||||||||||||
| Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net | ||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||
| Net gain (loss) recognized in income(b) | ( | ) | ||||||||||||||
|
| (a) | Net change in the fair value of the effective portion classified in other comprehensive loss. |
|
| (b) | Classified in net foreign currency transaction (loss) gain. |
| 11. |
Estimates of fair value for financial assets and financial liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
|
| • | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
| • | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. |
|
| • | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. |
Our population of assets and liabilities subject to fair value measurements at June 30, 2022 was as follows:
| Fair | ||||||||||||||||
| Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Foreign currency forward exchange contracts | $ | $ | $ | $ | ||||||||||||
| Cross-currency swaps | ||||||||||||||||
| Total assets | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign currency forward exchange contracts | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
Our population of assets and liabilities subject to fair value measurements at December 31, 2021 was as follows:
| Fair | ||||||||||||||||
| Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Foreign currency forward exchange contracts | $ | $ | $ | $ | ||||||||||||
| Total assets | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Foreign currency forward exchange contracts | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
Our foreign currency forward exchange contracts and cross-currency swaps are valued using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount. Further details regarding our derivative instruments are discussed in Note 10.
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value due to their short-term nature.
The fair value and carrying value of total debt, including current portion, was $
| 12. |
In the ordinary course of business, we may become liable with respect to pending and threatened litigation, tax, environmental and other matters. While the ultimate results of current claims, investigations and lawsuits involving us are unknown at this time, we do not expect that these matters will have a material adverse effect on our consolidated financial position or results of operations. Legal costs associated with such matters are expensed as incurred.
| 13. |
Accumulated Other Comprehensive Loss
The changes in components of accumulated other comprehensive loss, net of tax, are as follows:
| Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustments | Pension and Post-Retirement Medical Benefits | Derivative Financial Instruments | Total | Foreign Currency Translation Adjustments | Pension and Post-Retirement Medical Benefits | Derivative Financial Instruments | Total | |||||||||||||||||||||||||
| Beginning balance | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net current period other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Ending balance | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| 14. |
We and our subsidiaries are subject to U.S. federal income tax as well as income tax of numerous state and foreign jurisdictions. We are generally no longer subject to U.S. federal tax examinations for taxable years before The number of years which remain open for audit for U.S. state or foreign tax purposes varies by jurisdiction but generally ranges from to years. We are currently undergoing income tax examinations in various foreign jurisdictions. Although the outcome of these examinations cannot be currently determined, we believe that we have adequate reserves with respect to these examinations.
We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the liability of $
| 15. |
Our share-based compensation plans are described in Note 18 of our annual report on Form 10-K for the year ended December 31, 2021. During the three months ended June 30, 2022 and 2021, we recognized total share-based compensation expense of $
| 16. |
The computations of basic and diluted earnings per share were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic - weighted average shares outstanding | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Diluted - weighted average shares outstanding | ||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||
Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
Overview
Tennant Company is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, reduce environmental impact and help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.
Macroeconomic Events
We continue to actively manage our business to respond to the COVID-19 pandemic and related impacts. We maintain our commitment to protect the health and safety of our employees and customers. We have continued our enhanced safety protocols on-site at our manufacturing facilities, and continue to monitor the evolving situation and guidance from local authorities. Governments across the world have taken actions, including stay-at-home orders, to limit the spread of COVID-19. These actions, specifically in China, have and may continue to reduce operating activities and negatively impact financial results.
We continue to experience disruption in the supply of raw materials and component parts, as well as price inflation and inefficiencies as a result of supply chain issues. We have established frequent communications with suppliers to review, track and prioritize high-risk components. We have also identified and activated alternative suppliers, materials and components as needed. The Company continues work to minimize the impact of price inflation in inputs and market supply challenges by employing local-for-local and region-for-region manufacturing and sourcing to allow us to manufacture our products closer to our customers. At the same time, our engineering teams are evaluating platform design to increase our sourcing flexibility. Regarding transportation, we have set up tracking, reporting and communication channels with carriers to understand their risks and to evaluate alternatives where necessary.
The crisis in Russia and Ukraine that began in February 2022 continues as of the date of this Form 10-Q. While we do not have any direct operations or employees in Russia or Ukraine and have suspended sales to Russia and Belarus, our operating results have and may continue to be negatively impacted by supply chain constraints and inflationary pressures stemming from this conflict. Sales to Russia and Belarus represented less than 1% of consolidated net sales and less than 2% of Europe, Middle East and Africa net sales for the year ended December 31, 2021. In addition to fully adhering to all sanctions, we will continue to monitor developments in the region, including the impact of rising commodity and energy prices.
As described in Part I, Item 1A - Risk Factors, in the annual report on Form 10-K for the fiscal year ended December 31, 2021, we may encounter financial difficulties if the United States or other global economies experience an additional or continued long-term economic downturn as our product sales are sensitive to declines in capital spending by our customers. We are actively monitoring the macroeconomic environment, especially the potential impact of global supply chain constraints on material inflation, and the potential decreased demand for our products.
Outlook
We expect the supply chain challenges and inflationary trends to continue in the second half of 2022. Global economic conditions continue to be highly volatile and uncertainty remains regarding the timing of a full recovery. We continue to monitor prices in the current inflationary environment and will take action accordingly. Strategic investments made during the second quarter have positioned us to address the strong overall demand for our products in 2022. However, we anticipate that we will need to remain agile as we continue to manage evolving challenges throughout the year. We remain confident in the long-term growth trends for all our products and services in the markets we serve.
Results
The following table compares the results of operations for the three and six months ended June 30, 2022 and 2021, respectively (in millions, except per share data and percentages):
| Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||||||||||
| June 30, |
June 30, |
|||||||||||||||||||||||||||||||
| 2022 |
% |
2021 |
% |
2022 |
% |
2021 |
% |
|||||||||||||||||||||||||
| Net sales |
$ | 280.2 | 100.0 | $ | 279.1 | 100.0 | $ | 538.3 | 100.0 | $ | 542.4 | 100.0 | ||||||||||||||||||||
| Cost of sales |
174.1 | 62.1 | 164.2 | 58.8 | 333.3 | 61.9 | 314.2 | 57.9 | ||||||||||||||||||||||||
| Gross profit |
106.1 | 37.9 | 114.9 | 41.2 | 205.0 | 38.1 | 228.2 | 42.1 | ||||||||||||||||||||||||
| Selling and administrative expense |
79.1 | 28.2 | 86.2 | 30.9 | 155.7 | 28.9 | 165.6 | 30.5 | ||||||||||||||||||||||||
| Research and development expense |
7.9 | 2.8 | 8.3 | 3.0 | 15.6 | 2.9 | 15.7 | 2.9 | ||||||||||||||||||||||||
| Gain on sale of assets |
(3.7 | ) | (1.3 | ) | — | — | (3.7 | ) | (0.7 | ) | (9.8 | ) | (1.8 | ) | ||||||||||||||||||
| Operating income |
22.8 | 8.1 | 20.4 | 7.3 | 37.4 | 6.9 | 56.7 | 10.5 | ||||||||||||||||||||||||
| Interest expense, net |
(1.2 | ) | (0.4 | ) | (2.1 | ) | (0.8 | ) | (1.5 | ) | (0.3 | ) | (6.0 | ) | (1.1 | ) | ||||||||||||||||
| Net foreign currency transaction (loss) gain |
(1.0 | ) | (0.4 | ) | — | — | (0.4 | ) | (0.1 | ) | 0.5 | 0.1 | ||||||||||||||||||||
| Loss on extinguishment of debt |
— | — | (11.3 | ) | (4.0 | ) | — | — | (11.3 | ) | (2.1 | ) | ||||||||||||||||||||
| Other (expense) income, net |
(0.3 | ) | (0.1 | ) | 0.2 | 0.1 | (0.5 | ) | (0.1 | ) | 0.3 | 0.1 | ||||||||||||||||||||
| Income before income taxes |
20.3 | 7.2 | 7.2 | 2.6 | 35.0 | 6.5 | 40.2 | 7.4 | ||||||||||||||||||||||||
| Income tax expense (benefit) |
3.7 | 1.3 | (2.6 | ) | (0.9 | ) | 8.1 | 1.5 | 4.7 | 0.9 | ||||||||||||||||||||||
| Net income |
$ | 16.6 | 5.9 | $ | 9.8 | 3.5 | $ | 26.9 | 5.0 | $ | 35.5 | 6.5 | ||||||||||||||||||||
| Net income per share - diluted |
$ | 0.89 | $ | 0.51 | $ | 1.44 | $ | 1.88 | ||||||||||||||||||||||||
Net Sales
Consolidated net sales for the second quarter of 2022 totaled $280.2 million, a 0.4% increase as compared to consolidated net sales of $279.1 million in the second quarter of 2021. Consolidated net sales for the first six months of 2022 were $538.3 million, a 0.8% decrease compared to consolidated net sales of $542.4 million in the first six months of 2021.
The 0.4% increase in consolidated net sales in the second quarter of 2022 as compared to the same period in 2021 was driven by:
|
|
• |
A net unfavorable impact from foreign currency exchange of approximately 4.0%; and |
| • | An organic sales increase of approximately 4.4%, which excludes the effects of foreign currency exchange. The organic sales increase was primarily due to the impact of higher selling prices across all regions, partially offset by volume declines due to limited availability of certain component parts resulting from continued supply chain constraints. |
The 0.8% decrease in consolidated net sales in the first six months of 2022 as compared to the same period in 2021 was driven by:
|
|
• |
A net unfavorable impact from foreign currency exchange of approximately 3.1%; |
| • | An organic sales increase of approximately 2.6%, which excludes the effects of foreign currency exchange and divestitures. The organic sales increase was primarily due to the impact of higher selling prices across all regions, partially offset by volume declines resulting from continued supply chain constraints; and | |
| • | An unfavorable impact from the divestiture of our Coatings business in the first quarter of 2021 of 0.3%. |
The following table sets forth the net sales by geographic area for the three and six months ended June 30, 2022 and 2021 (in millions, except percentages):
| Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
| June 30, |
June 30, |
|||||||||||||||||||||||
| 2022 |
2021 |
% Change |
2022 |
2021 |
% Change |
|||||||||||||||||||
| Americas |
$ | 178.4 | $ | 167.2 | 6.7 | % | $ | 338.7 | $ | 325.0 | 4.2 | % | ||||||||||||
| Europe, Middle East and Africa |
77.3 | 85.2 | (9.3 | )% | 156.0 | 166.1 | (6.1 | )% | ||||||||||||||||
| Asia Pacific |
24.5 | 26.7 | (8.2 | )% | 43.6 | 51.3 | (15.0 | )% | ||||||||||||||||
| Total |
$ | 280.2 | $ | 279.1 | 0.4 | % | $ | 538.3 | $ | 542.4 | (0.8 | )% | ||||||||||||
Americas
Americas net sales were $178.4 million for the second quarter of 2022, an increase of 6.7% from the second quarter of 2021. Organic sales grew 6.5% in the Americas, mainly due to higher selling prices across the region and volume increases in Latin America, partially offset by volume declines in North America. Demand in the region remained strong; however, diminished parts availability, due to global supply chain constraints, resulted in increased backlog levels. Additionally, foreign currency exchange within the Americas favorably impacted net sales by approximately 0.2% in the second quarter of 2022.
Americas net sales were $338.7 million for the first six months of 2022, an increase of 4.2% from the first six months of 2021. Organic sales grew 4.5% in the Americas, mainly due to higher selling prices, partially offset by lower volume. Additionally, foreign currency exchange within the Americas favorably impacted net sales by approximately 0.2% in the first six months of 2022. These items were offset by the divestiture of the Coatings business in the first six months of 2021 resulting in a decline in net sales of approximately 0.5% in the first six months of 2022.
Europe, Middle East and Africa ("EMEA")
EMEA net sales were $77.3 million for the second quarter of 2022, a decrease of 9.3% from the second quarter of 2021. Foreign currency exchange within EMEA unfavorably impacted net sales by approximately 12.3%. Organic sales grew 3.0% in EMEA, primarily due to higher selling prices, growth in services and parts and consumables. This was partially offset by volume declines as lack of component parts due to global supply chain constraints has limited our ability to meet the strong demand in the region.
EMEA net sales were $156.0 million for the first six months of 2022, a decrease of 6.1% from the first six months of 2021. Foreign currency exchange within EMEA unfavorably impacted net sales by approximately 9.7%. Organic sales grew 3.6% in EMEA, primarily due to higher selling prices, growth in services, and higher sales of parts and consumables.
Asia Pacific ("APAC")
APAC net sales were $24.5 million for the second quarter of 2022, a decrease of 8.2% from the second quarter of 2021. Organic sales declined 4.5% in APAC, primarily due to volume declines in China as government shutdowns related to COVID-19 continue to unfavorably impact demand. This was partially offset by growth in equipment and parts and consumables in Australia. Foreign currency exchange within APAC unfavorably impacted net sales by approximately 3.7% in the second quarter of 2022.
APAC net sales were $43.6 million for the first six months of 2022, a decrease of 15.0% from the first six months of 2021. Organic sales declined 12.0% in APAC, primarily due to government shutdowns in China related to COVID-19 outbreaks impacting our ability to deliver finished goods to customers. This was partly offset by volume upside in Australian markets. Foreign currency exchange within APAC unfavorably impacted net sales by approximately 3.0% in the first six months of 2022.
Gross Profit
Gross profit margin of 37.9% was 330 basis points lower in the second quarter of 2022 compared to the second quarter of 2021. The decrease was attributable to the broad effects of inflation on materials, labor, and freight costs, partly offset by higher selling prices. Inflation contributed to a $4.9 million LIFO charge during the second quarter of 2022 compared to $2.4 million in the second quarter of 2021.
Gross profit margin of 38.1% was 400 basis points lower in the first six months of 2022 compared to the first six months of 2021. The decrease was due to inflation on materials and higher freight costs, partly offset by price increases. Inflation contributed to a LIFO charge of $6.0 million during the first six months of 2022 compared to $2.2 million in the first six months of 2021.
Operating Expense
Selling and Administrative Expense
Selling and administrative expense ("S&A expense") was $79.1 million for the second quarter of 2022, a decrease of $7.1 million compared to the second quarter of 2021. As a percentage of net sales, S&A expense for the second quarter of 2022 decreased 270 basis points to 28.2% from 30.9% in the second quarter of 2021. The S&A expense decrease in the second quarter of 2022 was primarily driven by lower variable employee compensation expenses, partially offset by increased strategic project spend initiatives to address strong overall demand.
S&A expense was $155.7 million for the first six months of 2022, a decrease of $9.9 million compared to the first six months of 2021. As a percentage of net sales, S&A expense for the first six months of 2022 decreased 160 basis points to 28.9% from 30.5% in the first six months of 2021. The S&A expense decrease in the first six months of 2022 was primarily driven by lower variable employee compensation expenses.
Research and Development Expense
Research and development ("R&D") expense was $7.9 million, or 2.8% of net sales, for the second quarter of 2022, essentially flat compared to the second quarter of 2021. R&D expense was $15.6 million, or 2.9% of net sales, for the first six months of 2022, flat as a percentage of net sales compared to the first six months of 2021.
We continue to invest in developing innovative products and technologies at levels necessary to propel our technology and innovation leadership position.
Total Other Expense, Net
Interest Expense, Net
Interest expense, net was $1.2 million in the second quarter of 2022 compared to $2.1 million in the same period of 2021. Interest expense, net was $1.5 million in the first six months of 2022 compared to $6.0 million in the same period of 2021. The decrease in both periods of 2021 was due to the restructuring of debt in the second quarter of 2021, which resulted in lower interest expense from more favorable interest rates and a lower amount of outstanding debt. Our debt portfolio as of June 30, 2022 was comprised of debt predominately in U.S. dollars. We are exposed to changes in interest rates as a result of borrowing activities with variable interest rates that impact interest incurred.
Net Foreign Currency Transaction (Loss) Gain
Net foreign currency transaction (loss) gain was a $1.0 million loss and less than $0.1 million loss in the second quarter of 2022 and 2021, respectively. Net foreign currency transaction (loss) gain was a $0.4 million loss and a $0.5 million gain in the first six months of 2022 and 2021, respectively. The unfavorable impact was primarily due to strengthening of the U.S. dollar relative to the Brazilian real on foreign denominated liabilities.
Income Taxes
The effective tax rate for the second quarter of 2022 was 18.2% compared to (36.1)% for the second quarter of 2021. The effective tax rate for the first six months of 2022 was 23.1% compared to 11.7% for the first six months of 2021. The effective tax rate for both the second quarter and the first six months of 2022 increased primarily due to a high level of discrete tax benefit items in 2021 compared to 2022 and the mix in expected full year taxable earnings by country. For the second quarter of 2021, the discrete tax benefits included the release of certain tax reserves as a result of a lapse in the applicable statute of limitations and a $3.4 million benefit associated with the reversal of a valuation allowance related to tax loss carryovers in The Netherlands. The reversal was driven by a change in law providing an unlimited carryforward period.
In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial. No deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our foreign investments to the United States.
Backlog
Backlog is one of the many indicators of business conditions in the Company's markets. Our order backlog at June 30, 2022 was approximately three times larger compared to June 30, 2021. During the second quarter of 2022, our order backlog increased approximately 11.0%. The increase in our order backlog was primarily due to higher order rates coupled with persistent supply chain challenges that impacted our ability to obtain raw materials and component parts. Unless these factors change, we expect our backlog level to remain high throughout 2022. Backlog includes orders that can be cancelled or postponed at the option of the customer at any time without penalty.
Liquidity and Capital Resources
Liquidity
Cash, cash equivalents and restricted cash totaled $73.8 million at June 30, 2022, as compared to $123.6 million as of December 31, 2021. Wherever possible, cash management is centralized and intercompany financing is used to provide working capital to subsidiaries as needed. Our current ratio was 2.0 as of June 30, 2022 and 1.8 as of December 31, 2021, and our primary working capital, which is comprised of accounts receivable, inventories and accounts payables, was $283.9 million and $250.5 million, respectively. Our debt-to-capital ratio was 38.0% as of June 30, 2022, compared to 38.1% as of December 31, 2021.
As of June 30, 2022, we had letters of credit and bank guarantees outstanding in the amount of $2.9 million, leaving approximately $279.1 million of unused borrowing capacity on our revolving facility.
On August 3, 2022, the Company's Board of Directors authorized a quarterly cash dividend of $0.25 per share payable September 15, 2022, to shareholders of record at the close of business on August 31, 2022.
Cash Flow from Operating Activities
Net cash used in operating activities during the six months ended June 30, 2022 was $23.6 million compared to net cash provided by operating activities of $37.8 million during the six months ended June 30, 2021. The increase in cash used was primarily driven by an increase in working capital attributable to the effects of inflation as well as an investment in constrained component parts to prepare for a ramp in production.
Cash Flow from Investing Activities
Net cash used in investing activities during the six months ended June 30, 2022 was $10.1 million compared to net cash provided by investing activities of $16.7 million during the six months ended June 30, 2021. The increase of cash outflows was primarily the result of lower cash proceeds from the prior year sale of our Coatings business in 2021.
Cash Flow from Financing Activities
Net cash used in financing activities decreased during the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily due to a decrease in repayments of borrowings in the first six month of 2022.
Newly Issued Accounting Guidance
See Note 2 to the Consolidated Financial Statements for information on new accounting pronouncements.
No other new accounting pronouncements issued but not yet effective have had, or are expected to have, a material impact on our results of operations or financial position.
Cautionary Statement Relevant to Forward-Looking Information
This Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or similar words or the negative thereof. These statements do not relate to strictly historical or current facts and provide current expectations of forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. Particular risks and uncertainties presently facing us include: geopolitical and economic uncertainty throughout the world; uncertainty surrounding the impacts and duration of the COVID-19 pandemic; our ability to comply with global laws and regulations; our ability to adapt to customer pricing sensitivities; the competition in our business; fluctuations in the cost, quality or availability of raw materials and purchased components; our ability to adjust pricing to respond to cost pressures; unforeseen product liability claims or product quality issues; our ability to attract, retain and develop key personnel and create effective succession planning strategies; our ability to effectively develop and manage strategic planning and growth processes and the related operational plans; our ability to successfully upgrade and evolve our information technology systems; our ability to successfully protect our information technology systems from cybersecurity risks; the occurrence of a significant business interruption; our ability to maintain the health and safety of our workers; our ability to integrate acquisitions; and our ability to develop and commercialize new innovative products and services.
We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Additional information about factors that could materially affect our results can be found in Part I, Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 31, 2021.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by us in our filings with the SEC and in other written statements on related subjects. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.
| Item 3. |
There have been no material changes in our market risk since December 31, 2021. For additional information, refer to Item 7A of our annual report on Form 10-K for the year ended December 31, 2021.
| Item 4. |
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Principal Financial and Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and our Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and our principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There were no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 1. |
There are no material pending legal proceedings other than ordinary routine litigation incidental to our business.
| Item 1A. |
We documented our risk factors in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2021. There have been no material changes to our risk factors since the filing of that report.
| Item 2. |
Share repurchases are made from time to time in the open market or through privately negotiated transactions. The most recent share repurchase program approved by the Board of Directors on October 31, 2016 authorized the repurchase of 1,000,000 shares of our common stock, in addition to the 192,089 shares that remain authorized under the prior program that was authorized by the Board of Directors on June 22, 2015.
| For the Quarter Ended |
Total Number of Shares |
Average Price Paid |
Total Number of Shares Purchased as Part of Publicly Announced Plans or |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or |
||||||||||||
| June 30, 2022 |
Purchased(1) |
Per Share |
Programs |
Programs |
||||||||||||
| April 1–30, 2022 |
18 | $ | 78.80 | — | 1,192,089 | |||||||||||
| May 1–31, 2022 |
2,018 | $ | 60.54 | — | 1,192,089 | |||||||||||
| June 1–30, 2022 |
35 | $ | 56.31 | — | 1,192,089 | |||||||||||
| Total |
2,071 | $ | 60.63 | — | 1,192,089 | |||||||||||
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(1) |
Includes 2,071 shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by employees who exercised stock options or restricted stock under employee share-based compensation plans. |
| Item 6. |
| Item # |
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Description |
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Method of Filing |
| 3i |
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Incorporated by reference to Exhibit 3i to the Company’s report on Form 10-Q for the quarterly period ended June 30, 2006. |
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| 3ii |
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Incorporated by reference to Exhibit 3iii to the Company’s Form 8-K dated December 14, 2010. |
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| 3iii |
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Articles of Amendment of Restated Articles of Incorporation of Tennant Company |
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Incorporated by reference to Exhibit 3iii to the Company's report on Form 10-Q for the quarterly period ended March 31, 2018. |
| 31.1 |
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Filed herewith electronically. |
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| 31.2 |
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Filed herewith electronically. |
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| 32.1 |
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Filed herewith electronically. |
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| 32.2 |
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Filed herewith electronically. |
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| 101 |
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The following financial information from Tennant Company's Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021; (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2022 and 2021; (iii) Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021; (v) Consolidated Statements of Equity for the six months ended June 30, 2022 and 2021; and (vi) Notes to the Consolidated Financial Statements |
|
Filed herewith electronically. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
Filed herewith electronically. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TENNANT COMPANY |
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| Date: |
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August 9, 2022 |
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/s/ Fay West |
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Fay West Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |