TENNANT CO 10-Q

Item 1. Financial Statements TENNANT COMPANY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In millions, except shares and per share data) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales $ 304.7 $ 262.9 $ 932.2 $ 801.2 Cost of sales 172.7 162.2 535.2 495.5 Gross profit 132.0 100.7 397.0 305.7 Selling and administrative expense 88.2 71.4 256.9 227.1 Research and development expense 9.1 7.9 26.0 23.5 Gain on sale of assets — — — ( 3.7 ) Operating income 34.7 21.4 114.1 58.8 Interest expense, net ( 3.3 ) ( 2.2 ) ( 11.0 ) ( 3.7 ) Net foreign currency transaction (loss) gain ( 0.4 ) — 0.5 ( 0.4 ) Other (expense) income, net ( 1.1 ) 0.6 ( 1.8 ) 0.1 Income before income taxes 29.9 19.8 101.8 54.8 Income tax expense 7.0 4.2 23.3 12.3 Net income $ 22.9 $ 15.6 $ 78.5 $ 42.5 Net income per share Basic $ 1.23 $ 0.84 $ 4.25 $ 2.30 Diluted $ 1.21 $ 0.83 $ 4.19 $ 2.27 Weighted average shares outstanding Basic 18,570,293 18,515,851 18,485,806 18,495,640 Diluted 18,878,311 18,691,916 18,747,128 18,713,337 3 Table of Contents TENNANT COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In millions) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 22.9 $ 15.6 $ 78.5 $ 42.5 Other comprehensive income (loss): Foreign currency translation adjustments (net of related tax benefit (expense) of $( 0.2 ), $( 1.2 ), $ 0.1 , and $( 2.6 ), respectively) ( 10.6 ) ( 20.1 ) ( 5.2 ) ( 40.8 ) Derivative financial instruments (net of related tax expense of $ 0.4 , $ 0.0 , $ 0.2 , and $ 0.2 , respectively) 0.2 ( 0.1 ) 0.7 0.5 Total other comprehensive income (loss), net of tax ( 10.4 ) ( 20.2 ) ( 4.5 ) ( 40.3 ) Comprehensive income (loss) $ 12.5 $ ( 4.6 ) $ 74.0 $ 2.2 See accompanying notes to consolidated financial statements. 4 Table of Contents TENNANT COMPANY CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except shares and per share data) September 30, 2023 December 31, 2022 ASSETS Cash, cash equivalents, and restricted cash $ 97.0 $ 77.4 Receivables, less allowances of $ 8.6 and $ 6.1 , respectively 241.9 251.5 Inventories 184.6 206.6 Prepaid and other current assets 31.1 39.8 Total current assets 554.6 575.3 Property, plant and equipment, less accumulated depreciation of $ 299.7 and $ 279.3 , respectively 182.0 179.9 Operating lease assets 32.4 31.8 Goodwill 180.5 182.0 Intangible assets, net 64.2 76.4 Other assets 45.6 39.7 Total assets $ 1,059.3 $ 1,085.1 LIABILITIES AND EQUITY Current portion of long-term debt $ 5.9 $ 5.2 Accounts payable 98.5 126.1 Employee compensation and benefits 62.1 44.0 Other current liabilities 78.3 86.3 Total current liabilities 244.8 261.6 Long-term debt 215.9 295.1 Long-term operating lease liabilities 18.7 17.1 Employee benefits 13.0 13.2 Deferred income taxes 8.6 11.5 Other liabilities 12.0 14.5 Total long-term liabilities 268.2 351.4 Total liabilities $ 513.0 $ 613.0 Commitments and contingencies (Note 11) Common Stock, $ 0.375 par value; 60,000,000 shares authorized; 18,741,371 and 18,521,485 shares issued and outstanding, respectively 7.0 7.0 Additional paid-in capital 71.0 56.0 Retained earnings 521.7 458.0 Accumulated other comprehensive loss ( 54.7 ) ( 50.2 ) Total Tennant Company shareholders' equity 545.0 470.8 Noncontrolling interest 1.3 1.3 Total equity 546.3 472.1 Total liabilities and total equity $ 1,059.3 $ 1,085.1 See accompanying notes to consolidated financial statements. 5 Table of Contents TENNANT COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions) Nine Months Ended September 30, 2023 2022 OPERATING ACTIVITIES Net income $ 78.5 $ 42.5 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation expense 26.4 24.0 Amortization expense 11.0 12.1 Deferred income tax benefit ( 7.4 ) ( 6.3 ) Share-based compensation expense 8.6 4.4 Bad debt and returns expense 3.2 0.5 Gain on sale of assets — ( 3.7 ) Other, net 0.5 0.7 Changes in operating assets and liabilities: Receivables 7.9 ( 17.3 ) Inventories 3.5 ( 65.5 ) Accounts payable ( 25.1 ) ( 1.2 ) Employee compensation and benefits 18.3 ( 10.4 ) Other assets and liabilities ( 0.8 ) ( 18.6 ) Net cash provided by (used in) operating activities 124.6 ( 38.8 ) INVESTING ACTIVITIES Purchases of property, plant and equipment ( 15.3 ) ( 19.4 ) Proceeds from sale of assets, net of cash divested — 4.1 Investment in leased assets ( 0.5 ) ( 4.1 ) Cash received from leased assets 0.6 0.4 Net cash used in investing activities ( 15.2 ) ( 19.0 ) FINANCING ACTIVITIES Proceeds from borrowings 20.0 32.0 Repayments of borrowings ( 98.7 ) ( 18.0 ) Proceeds (repurchases) from exercise of stock options, net of employee tax withholdings obligations 18.1 ( 1.2 ) Repurchases of common stock ( 11.7 ) — Dividends paid ( 14.8 ) ( 14.0 ) Net cash used in financing activities ( 87.1 ) ( 1.2 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2.7 ) ( 5.4 ) Net increase (decrease) in cash, cash equivalents and restricted cash 19.6 ( 64.4 ) Cash, cash equivalents and restricted cash at beginning of period 77.4 123.6 Cash, cash equivalents and restricted cash at end of period $ 97.0 $ 59.2 6 Table of Contents SUPPLEMENTAL CASH FLOW INFORMATION Nine Months Ended September 30, (In millions) 2023 2022 Cash paid for income taxes $ 29.1 $ 21.9 Cash paid for interest 14.7 5.4 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 13.9 13.8 Lease assets obtained in exchange for new operating lease liabilities 13.0 8.4 Lease assets obtained in exchange for new financing lease liabilities 0.6 — Supplemental non-cash investing and financing activities: Capital expenditures in accounts payable 1.9 1.9 See accompanying notes to consolidated financial statements. 7 Table of Contents TENNANT COMPANY 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, 2022 18,521,485 $ 7.0 $ 56.0 $ 458.0 $ ( 50.2 ) $ 470.8 $ 1.3 $ 472.1 Net income — — 24.3 — 24.3 — 24.3 Other comprehensive income — — — 4.7 4.7 — 4.7 Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 18,468 shares 93,073 — 0.8 — — 0.8 — 0.8 Share-based compensation — 1.2 — — 1.2 — 1.2 Repurchases of common stock ( 73,525 ) — ( 5.0 ) — — ( 5.0 ) — ( 5.0 ) Dividends paid $ 0.265 per common share — — ( 4.9 ) — ( 4.9 ) — ( 4.9 ) Balance, March 31, 2023 18,541,033 $ 7.0 $ 53.0 $ 477.4 $ ( 45.5 ) $ 491.9 $ 1.3 $ 493.2 Net income — — 31.3 — 31.3 — 31.3 Other comprehensive income — — — 1.2 1.2 — 1.2 Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 4,258 shares 69,345 — 3.4 — — 3.4 — 3.4 Share-based compensation — 2.7 — — 2.7 — 2.7 Repurchases of common stock ( 69,780 ) — ( 5.0 ) — — ( 5.0 ) — ( 5.0 ) Dividends paid $ 0.265 per common share — — ( 4.9 ) — ( 4.9 ) — ( 4.9 ) Balance, June 30, 2023 18,540,598 $ 7.0 $ 54.1 $ 503.8 $ ( 44.3 ) $ 520.6 $ 1.3 $ 521.9 Net income — — 22.9 — 22.9 — 22.9 Other comprehensive income — — — ( 10.4 ) ( 10.4 ) — ( 10.4 ) Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 148 shares 222,566 — 13.9 — — 13.9 — 13.9 Share-based compensation — 4.7 — — 4.7 — 4.7 Repurchases of common stock ( 21,793 ) — ( 1.7 ) — — ( 1.7 ) — ( 1.7 ) Dividends paid $ 0.265 per common share — — ( 5.0 ) — ( 5.0 ) — ( 5.0 ) Balance, September 30, 2023 18,741,371 $ 7.0 $ 71.0 $ 521.7 $ ( 54.7 ) $ 545.0 $ 1.3 $ 546.3 8 Table of Contents 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 18,535,116 $ 7.0 $ 54.1 $ 410.6 $ ( 37.9 ) $ 433.8 $ 1.3 $ 435.1 Net income — — 10.3 — 10.3 — 10.3 Other comprehensive loss — — — ( 4.0 ) ( 4.0 ) — ( 4.0 ) Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 24,025 shares 44,700 — ( 1.3 ) — — ( 1.3 ) — ( 1.3 ) Share-based compensation — 1.8 — — 1.8 — 1.8 Dividends paid $ 0.25 per common share — — ( 4.6 ) — ( 4.6 ) — ( 4.6 ) Balance, March 31, 2022 18,579,816 $ 7.0 $ 54.6 $ 416.3 $ ( 41.9 ) $ 436.0 $ 1.3 $ 437.3 Net income — — 16.6 — 16.6 — 16.6 Other comprehensive income — — — ( 16.1 ) ( 16.1 ) — ( 16.1 ) Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 2,071 shares 9,859 — ( 0.1 ) — — ( 0.1 ) — ( 0.1 ) Share-based compensation — 0.9 — — 0.9 — 0.9 Dividends paid $ 0.25 per common share — — ( 4.6 ) — ( 4.6 ) — ( 4.6 ) Balance, June 30, 2022 18,589,675 $ 7.0 $ 55.4 $ 428.3 $ ( 58.0 ) $ 432.7 $ 1.3 $ 434.0 Net income — — 15.6 — 15.6 — 15.6 Other comprehensive income — — — ( 20.2 ) ( 20.2 ) — ( 20.2 ) Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 54 shares 6,714 — 0.2 — — 0.2 — 0.2 Share-based compensation — 1.7 — — 1.7 — 1.7 Dividends paid $ 0.25 per common share — — ( 4.8 ) — ( 4.8 ) — ( 4.8 ) Balance, September 30, 2022 18,596,389 $ 7.0 $ 57.3 $ 439.1 $ ( 78.2 ) $ 425.2 $ 1.3 $ 426.5 See accompanying notes to consolidated financial statements. 9 Table of Contents TENNANT COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In millions, except shares and per share data) 1. Summary of Significant Accounting Policies 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, 2022. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 2. Newly Adopted Accounting Pronouncements Reference Rate Reform In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, Reference Rate Reform (Topic 848), and in December 2022 subsequently issued ASU 2022-06, to temporarily ease the potential burden in accounting for reference rate reform. The standard provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications, hedging relationships, and other transactions affected by the reference rate reform, which affects the London Inter-bank Offered Rate ("LIBOR"), if certain criteria are met. The guidance was effective upon issuance and can generally be applied through December 31, 2024. There has been no material impact to our financial condition, results of operations, or cash flows from reference rate reform as of September 30, 2023. See Note 7 for information on the replacement of LIBOR with the Secured Overnight Financing Rate ("SOFR") in our Credit Agreements. 10 Table of Contents 3 . Revenue 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Americas $ 211.2 $ 174.0 $ 632.2 $ 512.7 Europe, Middle East and Africa 72.0 69.0 234.1 225.0 Asia Pacific 21.5 19.9 65.9 63.5 Total $ 304.7 $ 262.9 $ 932.2 $ 801.2 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Equipment $ 189.5 $ 153.8 $ 579.1 $ 484.0 Parts and consumables 68.3 67.4 212.7 194.1 Service and other 46.9 41.7 140.4 123.1 Total $ 304.7 $ 262.9 $ 932.2 $ 801.2 Net sales by sales channel Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales direct to consumer $ 214.6 $ 174.9 $ 638.4 $ 518.4 Sales to distributors 90.1 88.0 293.8 282.8 Total $ 304.7 $ 262.9 $ 932.2 $ 801.2 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. 11 Table of Contents 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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 20.0 $ 19.9 Additions to sales incentive accrual 21.9 16.1 Contract payments ( 20.4 ) ( 19.5 ) Foreign currency fluctuations ( 0.1 ) ( 0.9 ) Ending balance $ 21.4 $ 15.6 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 12 months to 60 months. In circumstances where prepaid contracts are bundled with machines, we use an observable price to determine stand-alone selling price for separate performance obligations. The change in the deferred revenue balance was as follows: Nine Months Ended September 30, 2023 2022 Beginning balance $ 9.3 $ 11.2 Increase in deferred revenue representing our obligation to satisfy future performance obligations 13.5 19.4 Decrease in deferred revenue for amounts recognized in net sales for satisfied performance obligations ( 14.0 ) ( 19.9 ) Foreign currency fluctuations — ( 0.7 ) Ending balance $ 8.8 $ 10.0 12 Table of Contents At September 30, 2023, $ 6.8 million and $ 2.0 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets. Of these amounts, we expect to recognize the following approximate amounts in net sales in the following periods: Remaining 2023 $ 4.6 2024 2.1 2025 1.2 2026 0.6 2027 0.2 Thereafter 0.1 Total $ 8.8 At December 31, 2022, $ 6.6 million and $ 2.7 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets. 4. Management Actions Restructuring Actions During the three and nine months ended September 30, 2023 and September 30, 2022, we incurred the following 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Severance-related costs $ — $ — $ 1.2 $ 0.3 Other costs — 0.5 — 0.8 Total pre-tax restructuring costs $ — $ 0.5 $ 1.2 $ 1.1 The charge in 2023 impacted the Europe, Middle East and Africa (EMEA) and Asia Pacific (APAC) operating segments. The charge in 2022 primarily impacted the Americas 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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 1.7 $ 4.9 New charges 1.1 0.9 Cash payments ( 1.6 ) ( 2.3 ) Foreign currency fluctuations — ( 0.7 ) Adjustments to accrual 0.1 ( 0.6 ) Ending balance $ 1.3 $ 2.2 13 Table of Contents 5. Inventories Inventories are valued at the lower of cost or net realizable value and consisted of the following: September 30, 2023 December 31, 2022 Inventories carried at LIFO: Finished goods (a) $ 72.6 $ 85.0 Raw materials and work-in-process 42.0 46.4 Excess of FIFO over LIFO cost (b) ( 47.3 ) ( 49.7 ) Total LIFO inventories $ 67.3 $ 81.7 Inventories carried at FIFO: Finished goods (a) $ 59.1 $ 68.9 Raw materials and work-in-process 58.2 56.0 Total FIFO inventories $ 117.3 $ 124.9 Total inventories $ 184.6 $ 206.6 (a) Finished goods include machines, parts and consumables and component parts that are used in our products. (b) The difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method. 6. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Goodwill Accumulated Impairment Losses Total Balance as of December 31, 2022 $ 218.8 $ ( 36.8 ) $ 182.0 Foreign currency fluctuations ( 6.3 ) 4.8 ( 1.5 ) Balance as of September 30, 2023 $ 212.5 $ ( 32.0 ) $ 180.5 14 Table of Contents The balances of acquired intangible assets, excluding goodwill, were as follows: Customer Lists Trade Names Technology Total Balance as of September 30, 2023 Original cost $ 144.6 $ 28.1 $ 15.9 $ 188.6 Accumulated amortization ( 94.2 ) ( 17.8 ) ( 12.4 ) ( 124.4 ) Carrying value $ 50.4 $ 10.3 $ 3.5 $ 64.2 Weighted average original life (in years) 15 11 11 Balance as of December 31, 2022 Original cost $ 146.6 $ 28.6 $ 15.9 $ 191.1 Accumulated amortization ( 87.5 ) ( 15.9 ) ( 11.3 ) ( 114.7 ) Carrying value $ 59.1 $ 12.7 $ 4.6 $ 76.4 Weighted average original life (in years) 15 11 11 Amortization expense on intangible assets for the three and nine months ended September 30, 2023 was $ 3.5 million and $ 11.0 million, respectively. Amortization expense on intangible assets for the three and nine months ended September 30, 2022 was $ 3.7 million and $ 12.1 million, respectively. 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 2023 $ 3.4 2024 12.9 2025 11.6 2026 10.3 2027 7.1 Thereafter 18.9 Total $ 64.2 7. Debt 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 $ 100.0 million and a revolving facility in an amount up to $ 450.0 million with an option to expand the credit facility by up to $ 275.0 million, with the consent of the lenders willing to provide additional borrowings in the form of increases to their revolving facility commitment or funding of incremental term loans. Borrowings may be denominated in U.S. dollars or certain other currencies. On November 10, 2022, we amended the 2021 Credit Agreement (the "Amendment") to update the benchmark provisions to replace LIBOR with Term SOFR (as defined in the Amendment) as the reference rate for purposes of calculating interest under the 2021 Credit Agreement. Pursuant to the Amendment, borrowings denominated in U.S. dollars bear interest at a rate per annum equal to (a) the Term SOFR Rate (as defined in the Amendment) plus a credit spread adjustment of 0.10 % per annum, but in any case, not less than 0 %, plus an additional spread of 1.10 % to 1.70 %, depending on the Company’s leverage ratio, or (b) the Alternate Base Rate (as defined in the Amendment), which is the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) the adjusted Term SOFR Rate for a one month period, but in any case, not less than 1.0 %, plus, 15 Table of Contents in any such case, 1.0 %, plus an additional spread of 0.10 % to 0.70 %, depending on the Company’s leverage ratio. All other material terms included in the 2021 Credit Agreement remain unchanged as a result of the Amendment. 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 65 % of the stock of our first-tier foreign subsidiaries. The obligations under the 2021 Credit Agreement are also guaranteed by certain of our first-tier domestic subsidiaries, and those subsidiaries also provided a security interest in their similar personal property. The 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 $ 7.5 million per quarter and approved levels of other restricted payments range from $ 60.0 million to unlimited based on our net leverage ratio (not taking into account any acquisition holiday) after giving effect to such payment. 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: • 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 3.50 to 1.00, with certain alternative requirements for permitted acquisitions greater than $ 50.0 million; • 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 • 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 2.50 to 1.00, in such case limiting such payments to $ 60.0 million during any fiscal year. Debt Outstanding Debt outstanding consisted of the following: September 30, 2023 December 31, 2022 Credit facility borrowings: Revolving credit facility borrowings $ 130.0 $ 205.0 Term loan facility borrowings 91.3 95.0 Secured borrowings 0.2 0.2 Finance lease liabilities 0.3 0.1 Total debt 221.8 300.3 Less: current portion of long-term debt (a) ( 5.9 ) ( 5.2 ) Long-term debt $ 215.9 $ 295.1 (a) As of September 30, 2023, the Company is required to repay $ 5.6 million in outstanding credit facility borrowings and $ 0.3 million of finance lease liabilities over the next 12 months. As of September 30, 2023, we had outstanding borrowings of $ 130.0 million and $ 91.3 million under our revolving facility and term loan facility, respectively. We had letters of credit and bank guarantees outstanding in the amount of $ 3.1 million, leaving approximately $ 316.9 million of unused borrowing capacity on our revolving facility. Commitment fees on unused lines of credit for the nine months ended September 30, 2023 were $ 0.6 million. The overall weighted average cost of debt was approximately 6.5 % and net of related cross-currency swap instruments and fixed rate interest rate swap instruments was approximately 5.1 %. Further details regarding the cross-currency swap instrument are discussed in Note 9. 16 Table of Contents 8. Warranty 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 one to four years . The majority of the liability for estimated warranty claims represents amounts to be paid out in the near term for qualified warranty issues. The changes in warranty reserves were as follows: Nine Months Ended September 30, 2023 2022 Beginning balance $ 10.9 $ 10.4 Additions charged to expense 9.5 6.7 Foreign currency fluctuations 0.1 ( 0.3 ) Claims paid ( 9.3 ) ( 6.2 ) Ending balance $ 11.2 $ 10.6 9. Derivatives 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 (loss) 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 September 30, 2023 and December 31, 2022, the notional amounts of foreign currency forward exchange contracts outstanding not designated as hedging instruments were $ 74.1 million and $ 83.7 million, respectively. Cash Flow Hedges We manage our floating rate debt exposure using interest rate swaps. Fixed rate swaps are used to reduce our risk of the possibility of increased interest costs. We entered into an aggregate $ 120 million notional amount of interest rate swaps effective December 1, 2022 that exchange a variable rate of interest for a fixed rate of interest of 4.076 %. These interest rate swaps are designated as cash flow hedges. These swaps are scheduled to mature on December 1, 2026. 17 Table of Contents 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 September 30, 2023 and December 31, 2022, these cross-currency swaps included € 83.1 million and € 84.8 million of total notional value, respectively. As of September 30, 2023, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to € 8.1 million. The scheduled maturity and principal payment of the loan and related swaps of € 75.0 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 September 30, 2023 and December 31, 2022, the cross-currency swaps included € 75.0 million of total notional value. 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 September 30, 2023 December 31, 2022 Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives designated as cash flow hedges: Interest rate swaps Other current assets $ 1.5 $ 0.8 Other current liabilities $ — $ — Interest rate swaps Other assets 0.2 — Other liabilities — 1.8 Derivatives designated as fair value hedges: Cross-currency swaps Other current assets 1.4 1.4 Other current liabilities — — Cross-currency swaps Other assets 0.2 0.8 Other liabilities — — Derivatives designated as net investment hedges: Cross-currency swaps Other current assets 1.2 1.2 Other current liabilities — — Cross-currency swaps Other assets — 0.5 Other liabilities 0.1 — Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1.0 $ 0.1 Other current liabilities $ 0.1 $ 0.3 As of September 30, 2023, we anticipate reclassifying $ 2.4 million of gains from accumulated other comprehensive loss to net income during the next 12 months. 18 Table of Contents 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 September 30, 2023 2022 Total Gain (Loss) on Hedging Total Gain (Loss) on Hedging Derivatives designated as cash flow hedges: Interest expense, net $ ( 3.3 ) $ 0.3 $ ( 2.2 ) $ — Net foreign currency transaction gain (loss) ( 0.4 ) — — — Derivatives designated as fair value hedges: Interest expense, net ( 3.3 ) 0.3 ( 2.2 ) 0.4 Net foreign currency transaction gain (loss) ( 0.4 ) 2.0 — 5.6 Derivatives designated as net investment hedges: Interest expense, net $ ( 3.3 ) $ 0.2 $ ( 2.2 ) $ 0.3 Nine Months Ended September 30, 2023 2022 Total Gain (Loss) on Hedging Total Gain (Loss) on Hedging Derivatives designated as cash flow hedges: Interest expense, net $ ( 11.0 ) $ 0.6 $ ( 3.7 ) $ 0.7 Net foreign currency transaction gain (loss) 0.5 — ( 0.4 ) 4.7 Derivatives designated as fair value hedges: Interest expense, net ( 11.0 ) 1.7 ( 3.7 ) 0.8 Net foreign currency transaction gain (loss) 0.5 2.8 ( 0.4 ) 9.9 Derivatives designated as net investment hedges: Interest expense, net $ ( 11.0 ) $ 1.4 $ ( 3.7 ) $ 0.6 19 Table of Contents 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Derivatives designated as cash flow hedges: Net gain recognized in other comprehensive income, net of tax (a) $ 1.2 $ — $ 2.6 $ 3.8 Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net 0.3 — 0.6 0.5 Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain (loss) — — — 3.6 Derivatives designated as fair value hedges: Net (loss) gain recognized in other comprehensive income (loss), net of tax (a) ( 0.5 ) 0.2 ( 0.5 ) 1.4 Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net 0.2 0.3 0.8 0.6 Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain (loss) — — — — Derivatives designated as net investment hedges: Net (loss) gain recognized in other comprehensive income (loss), net of tax (a) 1.3 3.9 0.2 7.8 Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net 0.2 0.3 0.7 0.5 Derivatives not designated as hedging instruments: Net gain recognized in income (b) $ 0.1 $ 4.0 $ 1.0 $ 6.6 (a) Net change in the fair value of the effective portion classified in other comprehensive income (loss). (b) Classified in net foreign currency transaction gain (loss). 10. Fair Value Measurements 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 20 Table of Contents 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 September 30, 2023 was as follows: Fair Value Level 1 Level 2 Level 3 Assets: Foreign currency forward exchange contracts $ 1.0 $ — $ 1.0 $ — Cross-currency swaps 2.8 — 2.8 — Interest rate swaps 1.7 — 1.7 — Total assets 5.5 — 5.5 — Liabilities: Foreign currency forward exchange contracts 0.1 — 0.1 — Interest rate swaps — — — — Total liabilities $ 0.1 $ — $ 0.1 $ — Our population of assets and liabilities subject to fair value measurements at December 31, 2022 was as follows: Fair Value Level 1 Level 2 Level 3 Assets: Foreign currency forward exchange contracts $ 0.1 $ — $ 0.1 $ — Cross-currency swaps 3.9 — 3.9 — Interest rate swaps 0.8 — 0.8 — Total assets 4.8 — 4.8 — Liabilities: Foreign currency forward exchange contracts 0.3 — 0.3 — Interest rate swaps 1.8 — 1.8 — Total liabilities $ 2.1 $ — $ 2.1 $ — Our foreign currency forward exchange contracts, cross-currency swaps and interest rate 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 9. 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 $ 221.3 million and $ 221.8 million, respectively, as of September 30, 2023. The fair value and carrying value of total debt, including current portion, was $ 301.8 million and $ 300.3 million, respectively, as of December 31, 2022. The fair value was calculated based on the borrowing rates currently available to us for bank loans with similar terms and remaining maturities, which is a Level 2 in the fair value hierarchy. 21 Table of Contents 11. Commitments and Contingencies 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. 22 Table of Contents 12. Shareholders' Equity Accumulated Other Comprehensive Loss The changes in components of accumulated other comprehensive loss, net of tax, are as follows: Nine Months Ended September 30, 2023 Foreign Currency Translation Adjustments Pension and Post- Retirement Medical Benefits Derivative Financial Instruments Total Beginning balance $ ( 53.9 ) $ 2.7 $ 1.0 $ ( 50.2 ) Other comprehensive (loss) income before reclassifications ( 4.5 ) — 2.1 ( 2.4 ) Amounts reclassified from accumulated other comprehensive loss ( 0.7 ) — ( 1.4 ) ( 2.1 ) Net current period other comprehensive income ( 5.2 ) — 0.7 ( 4.5 ) Ending balance $ ( 59.1 ) $ 2.7 $ 1.7 $ ( 54.7 ) Nine Months Ended September 30, 2022 Foreign Currency Translation Adjustments Pension and Post- Retirement Medical Benefits Derivative Financial Instruments Total Beginning balance $ ( 36.0 ) $ ( 2.1 ) $ 0.2 $ ( 37.9 ) Other comprehensive (loss) income before reclassifications ( 40.3 ) — 5.2 ( 35.1 ) Amounts reclassified from accumulated other comprehensive loss ( 0.5 ) — ( 4.7 ) ( 5.2 ) Net current period other comprehensive (loss) income ( 40.8 ) — 0.5 ( 40.3 ) Ending balance $ ( 76.8 ) $ ( 2.1 ) $ 0.7 $ ( 78.2 ) 23 Table of Contents 13. Income Taxes 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 2018. The number of years which remain open for audit for U.S. state or foreign tax purposes varies by jurisdiction but generally ranges from three to five 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 $ 3.6 million for unrecognized tax benefits as of September 30, 2023, there was approximately $ 0.4 million for accrued interest and penalties. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2023 was $ 3.3 million. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be revised and reflected as an adjustment of the income tax expense. 14. Share-Based Compensation Our share-based compensation plans are described in Note 18 of our annual report on Form 10-K for the year ended December 31, 2022. During the three months ended September 30, 2023 and 2022, we recognized total share-based compensation expense of $ 4.7 million and $ 1.7 million, respectively. During the nine months ended September 30, 2023 and 2022, we recognized total share-based compensation expense of $ 8.6 million and $ 4.4 million, respectively. The total excess tax recognized for share-based compensation arrangements during the nine months ended September 30, 2023 and 2022 was a tax expense of $ 0.1 million and tax benefit of $ 0.3 million, respectively. 15. Earnings Per Share The computations of basic and diluted earnings per share were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net income $ 22.9 $ 15.6 $ 78.5 $ 42.5 Denominator: Basic - weighted average shares outstanding 18,570,293 18,515,851 18,485,806 18,495,640 Effect of dilutive securities 308,018 176,065 261,322 217,697 Diluted - weighted average shares outstanding 18,878,311 18,691,916 18,747,128 18,713,337 Basic earnings per share $ 1.23 $ 0.84 $ 4.25 $ 2.30 Diluted earnings per share $ 1.21 $ 0.83 $ 4.19 $ 2.27 Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of 169,458 and 766,235 shares of common stock during the three months ended September 30, 2023 and 2022, respectively. Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of 325,862 and 425,920 shares of common stock during the nine months ended September 30, 2023 and 2022, respectively. These exclusions were made if the exercise prices of the options are greater than the average market price of our common stock for the period, if the number of shares we can repurchase under the treasury stock method exceeds the weighted average shares outstanding in the options or if we have a net loss, as these effects would be anti-dilutive. 24 Table of Contents