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Separate Financial Information of Guarantor Subsidiaries (Notes) | 9 Months Ended
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Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Separate Financial Information of Guarantor Subsidiaries |
19. | Separate Financial Information of Guarantor Subsidiaries
The following condensed consolidated guarantor financial information is presented to comply with the requirements of Rule 3-10 of Regulation S-X. In 2017, we issued and sold $300,000 in aggregate principal amount of our 5.625% Senior Notes due 2025 (the "Notes), pursuant to an Indenture, dated as of April 18, 2017, among the company, the Guarantors (as defined below), and Wells Fargo Bank, National Association, a national banking association, as trustee. The Notes are unconditionally and jointly and severally guaranteed by Tennant Coatings, Inc. and Tennant Sales and Service Company (collectively, the "Guarantors"), which are wholly owned subsidiaries of the company. The Notes and the guarantees constitute senior unsecured obligations of the company and the Guarantors, respectively. The Notes and the guarantees, respectively, are: (a) equal in right of payment with all of the company’s and the Guarantors’ senior debt, without giving effect to collateral arrangements; (b) senior in right of payment to all of the company’s and the Guarantors’ future subordinated debt, if any; (c) effectively subordinated in right of payment to all of the company’s and the Guarantors’ debt and obligations that are secured, including borrowings under the company’s senior secured credit facilities for so long as the senior secured credit facilities are secured, to the extent of the value of the assets securing such liens; and (d) structurally subordinated in right of payment to all liabilities (including trade payables) of the company’s and the Guarantors’ subsidiaries that do not guarantee the Notes. The following condensed consolidated financial information presents the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income for each of the three and nine months ended September 30, 2018 and September 30, 2017, the related Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017, and the related Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and September 30, 2017, of Tennant Company ("Parent"), the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and elimination entries necessary to consolidate the Parent with the Guarantor and Non-Guarantor Subsidiaries. The following condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the company and notes thereto of which this note is an integral part.
Condensed Consolidated Statement of Operations
For the three months ended September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Sales | $ | 126,110 |  |  | $ | 160,226 |  |  | $ | 131,418 |  |  | $ | (144,499 | ) |  | $ | 273,255 |
Cost of Sales | 86,781 |  |  | 135,058 |  |  | 87,707 |  |  | (144,376 | ) |  | 165,170 |
Gross Profit | 39,329 |  |  | 25,168 |  |  | 43,711 |  |  | (123 | ) |  | 108,085 |
Operating Expense: |  |  |  |  |  |  |  |  |
Research and Development Expense | 6,096 |  |  | 279 |  |  | 1,131 |  |  | — |  |  | 7,506 |
Selling and Administrative Expense | 26,765 |  |  | 18,091 |  |  | 39,473 |  |  | 811 |  |  | 85,140 |
Total Operating Expense | 32,861 |  |  | 18,370 |  |  | 40,604 |  |  | 811 |  |  | 92,646 |
Profit from Operations | 6,468 |  |  | 6,798 |  |  | 3,107 |  |  | (934 | ) |  | 15,439 |
Other Income (Expense): |  |  |  |  |  |  |  |  |
Equity in Earnings of Affiliates | 5,256 |  |  | 262 |  |  | 205 |  |  | (5,723 | ) |  | — |
Interest (Expense) Income, Net | (5,230 | ) |  | — |  |  | 92 |  |  | (9 | ) |  | (5,147 | )
Intercompany Interest Income (Expense) | 3,621 |  |  | (1,450 | ) |  | (2,171 | ) |  | — |  |  | — |
Net Foreign Currency Transaction (Losses) Gains | (69 | ) |  | 4 |  |  | (230 | ) |  | — |  |  | (295 | )
Other Expense, Net | (179 | ) |  | (473 | ) |  | (263 | ) |  | 785 |  |  | (130 | )
Total Other Income (Expense), Net | 3,399 |  |  | (1,657 | ) |  | (2,367 | ) |  | (4,947 | ) |  | (5,572 | )
Profit Before Income Taxes | 9,867 |  |  | 5,141 |  |  | 740 |  |  | (5,881 | ) |  | 9,867 |
Income Tax Expense (Benefit) | 158 |  |  | 1,230 |  |  | (865 | ) |  | (365 | ) |  | 158 |
Net Earnings Including Noncontrolling Interest | 9,709 |  |  | 3,911 |  |  | 1,605 |  |  | (5,516 | ) |  | 9,709 |
Net Earnings Attributable to Noncontrolling Interest | 33 |  |  | — |  |  | 33 |  |  | (33 | ) |  | 33 |
Net Earnings Attributable to Tennant Company | $ | 9,676 |  |  | $ | 3,911 |  |  | $ | 1,572 |  |  | $ | (5,483 | ) |  | $ | 9,676 |
Condensed Consolidated Statement of Operations
For the nine months ended September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Sales | $ | 366,093 |  |  | $ | 472,524 |  |  | $ | 422,887 |  |  | $ | (423,205 | ) |  | $ | 838,299 |
Cost of Sales | 249,065 |  |  | 395,327 |  |  | 278,207 |  |  | (421,821 | ) |  | 500,778 |
Gross Profit | 117,028 |  |  | 77,197 |  |  | 144,680 |  |  | (1,384 | ) |  | 337,521 |
Operating Expense: |  |  |  |  |  |  |  |  |
Research and Development Expense | 18,625 |  |  | 825 |  |  | 3,958 |  |  | — |  |  | 23,408 |
Selling and Administrative Expense | 84,478 |  |  | 57,151 |  |  | 126,833 |  |  | 811 |  |  | 269,273 |
Total Operating Expense | 103,103 |  |  | 57,976 |  |  | 130,791 |  |  | 811 |  |  | 292,681 |
Profit from Operations | 13,925 |  |  | 19,221 |  |  | 13,889 |  |  | (2,195 | ) |  | 44,840 |
Other Income (Expense): |  |  |  |  |  |  |  |  |
Equity in Earnings of Affiliates | 19,657 |  |  | 1,356 |  |  | 4,234 |  |  | (25,247 | ) |  | — |
Interest (Expense) Income, Net | (15,726 | ) |  | — |  |  | 558 |  |  | (28 | ) |  | (15,196 | )
Intercompany Interest Income (Expense) | 10,989 |  |  | (4,308 | ) |  | (6,681 | ) |  | — |  |  | — |
Net Foreign Currency Transaction Losses | (354 | ) |  | (2 | ) |  | (1,025 | ) |  | — |  |  | (1,381 | )
Other (Expense) Income, Net | (1,118 | ) |  | (1,610 | ) |  | 1,113 |  |  | 725 |  |  | (890 | )
Total Other Income (Expense), Net | 13,448 |  |  | (4,564 | ) |  | (1,801 | ) |  | (24,550 | ) |  | (17,467 | )
Profit Before Income Taxes | 27,373 |  |  | 14,657 |  |  | 12,088 |  |  | (26,745 | ) |  | 27,373 |
Income Tax Expense | 1,598 |  |  | 3,520 |  |  | 705 |  |  | (4,225 | ) |  | 1,598 |
Net Earnings Including Noncontrolling Interest | 25,775 |  |  | 11,137 |  |  | 11,383 |  |  | (22,520 | ) |  | 25,775 |
Net Earnings Attributable to Noncontrolling Interest | 81 |  |  | — |  |  | 81 |  |  | (81 | ) |  | 81 |
Net Earnings Attributable to Tennant Company | $ | 25,694 |  |  | $ | 11,137 |  |  | $ | 11,302 |  |  | $ | (22,439 | ) |  | $ | 25,694 |
Condensed Consolidated Statement of Operations
For the three months ended September 30, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Sales | $ | 111,835 |  |  | $ | 146,495 |  |  | $ | 131,457 |  |  | $ | (127,866 | ) |  | $ | 261,921 |
Cost of Sales | 76,974 |  |  | 120,523 |  |  | 88,411 |  |  | (128,591 | ) |  | 157,317 |
Gross Profit | 34,861 |  |  | 25,972 |  |  | 43,046 |  |  | 725 |  |  | 104,604 |
Operating Expense: |  |  |  |  |  |  |  |  |
Research and Development Expense | 6,312 |  |  | 86 |  |  | 1,509 |  |  | — |  |  | 7,907 |
Selling and Administrative Expense | 23,498 |  |  | 19,074 |  |  | 43,139 |  |  | — |  |  | 85,711 |
Total Operating Expense | 29,810 |  |  | 19,160 |  |  | 44,648 |  |  | — |  |  | 93,618 |
Profit (Loss) from Operations | 5,051 |  |  | 6,812 |  |  | (1,602 | ) |  | 725 |  |  | 10,986 |
Other Income (Expense): |  |  |  |  |  |  |  |  |
Equity in Earnings of Affiliates | 2,039 |  |  | 376 |  |  | — |  |  | (2,415 | ) |  | — |
Interest Expense, Net | (5,275 | ) |  | — |  |  | (111 | ) |  | (9 | ) |  | (5,395 | )
Intercompany Interest Income (Expense) | 3,774 |  |  | (1,455 | ) |  | (2,319 | ) |  | — |  |  | — |
Net Foreign Currency Transaction Gains (Losses) | 357 |  |  | 2 |  |  | (1,201 | ) |  | — |  |  | (842 | )
Other (Expense) Income, Net | (1,619 | ) |  | (204 | ) |  | 1,424 |  |  | (23 | ) |  | (422 | )
Total Other Expense, Net | (724 | ) |  | (1,281 | ) |  | (2,207 | ) |  | (2,447 | ) |  | (6,659 | )
Profit (Loss) Before Income Taxes | 4,327 |  |  | 5,531 |  |  | (3,809 | ) |  | (1,722 | ) |  | 4,327 |
Income Tax Expense | 731 |  |  | 2,034 |  |  | 2,819 |  |  | (4,853 | ) |  | 731 |
Net Earnings (Loss) Including Noncontrolling Interest | 3,596 |  |  | 3,497 |  |  | (6,628 | ) |  | 3,131 |  |  | 3,596 |
Net Earnings Attributable to Noncontrolling Interest | 37 |  |  | — |  |  | 37 |  |  | (37 | ) |  | 37 |
Net Earnings (Loss) Attributable to Tennant Company | $ | 3,559 |  |  | $ | 3,497 |  |  | $ | (6,665 | ) |  | $ | 3,168 |  |  | $ | 3,559 |
Condensed Consolidated Statement of Operations
For the nine months ended September 30, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Sales | $ | 337,034 |  |  | $ | 442,090 |  |  | $ | 331,491 |  |  | $ | (386,844 | ) |  | $ | 723,771 |
Cost of Sales | 230,753 |  |  | 363,034 |  |  | 228,838 |  |  | (387,748 | ) |  | 434,877 |
Gross Profit | 106,281 |  |  | 79,056 |  |  | 102,653 |  |  | 904 |  |  | 288,894 |
Operating Expense: |  |  |  |  |  |  |  |  |
Research and Development Expense | 20,838 |  |  | 245 |  |  | 3,156 |  |  | — |  |  | 24,239 |
Selling and Administrative Expense | 85,697 |  |  | 58,881 |  |  | 102,415 |  |  | — |  |  | 246,993 |
Total Operating Expense | 106,535 |  |  | 59,126 |  |  | 105,571 |  |  | — |  |  | 271,232 |
(Loss) Profit from Operations | (254 | ) |  | 19,930 |  |  | (2,918 | ) |  | 904 |  |  | 17,662 |
Other Income (Expense): |  |  |  |  |  |  |  |  |
Equity in Earnings of Affiliates | 7,493 |  |  | 1,500 |  |  | — |  |  | (8,993 | ) |  | — |
Interest Expense, Net | (16,866 | ) |  | — |  |  | (257 | ) |  | (22 | ) |  | (17,145 | )
Intercompany Interest Income (Expense) | 8,742 |  |  | (4,323 | ) |  | (4,419 | ) |  | — |  |  | — |
Net Foreign Currency Transaction Gains (Losses) | 553 |  |  | — |  |  | (2,928 | ) |  | — |  |  | (2,375 | )
Other (Expense) Income, Net | (2,300 | ) |  | (430 | ) |  | 2,014 |  |  | (58 | ) |  | (774 | )
Total Other Expense, Net | (2,378 | ) |  | (3,253 | ) |  | (5,590 | ) |  | (9,073 | ) |  | (20,294 | )
(Loss) Profit Before Income Taxes | (2,632 | ) |  | 16,677 |  |  | (8,508 | ) |  | (8,169 | ) |  | (2,632 | )
Income Tax Expense | 385 |  |  | 5,993 |  |  | 5,481 |  |  | (11,474 | ) |  | 385 |
Net (Loss) Earnings Including Noncontrolling Interest | (3,017 | ) |  | 10,684 |  |  | (13,989 | ) |  | 3,305 |  |  | (3,017 | )
Net Loss Attributable to Noncontrolling Interest | (28 | ) |  | — |  |  | (28 | ) |  | 28 |  |  | (28 | )
Net (Loss) Earnings Attributable to Tennant Company | $ | (2,989 | ) |  | $ | 10,684 |  |  | $ | (13,961 | ) |  | $ | 3,277 |  |  | $ | (2,989 | )
Condensed Consolidated Statement of Comprehensive Income
For the three months ended September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Earnings Including Noncontrolling Interest | $ | 9,709 |  |  | $ | 3,911 |  |  | $ | 1,605 |  |  | $ | (5,516 | ) |  | $ | 9,709 |
Other Comprehensive Loss: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | (3,110 | ) |  | 228 |  |  | (3,664 | ) |  | 3,436 |  |  | (3,110 | )
Pension and retiree medical benefits | 12 |  |  | — |  |  | — |  |  | — |  |  | 12 |
Cash flow hedge | (28 | ) |  | — |  |  | — |  |  | — |  |  | (28 | )
Income Taxes: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | 280 |  |  | — |  |  | 280 |  |  | (280 | ) |  | 280 |
Pension and retiree medical benefits | (2 | ) |  | — |  |  | — |  |  | — |  |  | (2 | )
Cash flow hedge | 6 |  |  | — |  |  | — |  |  | — |  |  | 6 |
Total Other Comprehensive Loss, net of tax | (2,842 | ) |  | 228 |  |  | (3,384 | ) |  | 3,156 |  |  | (2,842 | )
Total Comprehensive Income (Loss) Including Noncontrolling Interest | 6,867 |  |  | 4,139 |  |  | (1,779 | ) |  | (2,360 | ) |  | 6,867 |
Comprehensive Income Attributable to Noncontrolling Interest | 33 |  |  | — |  |  | 33 |  |  | (33 | ) |  | 33 |
Comprehensive Income (Loss) Attributable to Tennant Company | $ | 6,834 |  |  | $ | 4,139 |  |  | $ | (1,812 | ) |  | $ | (2,327 | ) |  | $ | 6,834 |
Condensed Consolidated Statement of Comprehensive Income
For the nine months ended September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Earnings Including Noncontrolling Interest | $ | 25,775 |  |  | $ | 11,137 |  |  | $ | 11,383 |  |  | $ | (22,520 | ) |  | $ | 25,775 |
Other Comprehensive Loss: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | (14,202 | ) |  | (262 | ) |  | (20,103 | ) |  | 20,365 |  |  | (14,202 | )
Pension and retiree medical benefits | 105 |  |  | — |  |  | 19 |  |  | (19 | ) |  | 105 |
Cash flow hedge | (1,367 | ) |  | — |  |  | — |  |  | — |  |  | (1,367 | )
Income Taxes: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | 524 |  |  | — |  |  | 524 |  |  | (524 | ) |  | 524 |
Pension and retiree medical benefits | (156 | ) |  | — |  |  | — |  |  | — |  |  | (156 | )
Cash flow hedge | (814 | ) |  | — |  |  | — |  |  | — |  |  | (814 | )
Total Other Comprehensive Loss, net of tax | (15,910 | ) |  | (262 | ) |  | (19,560 | ) |  | 19,822 |  |  | (15,910 | )
Total Comprehensive Income (Loss) Including Noncontrolling Interest | 9,865 |  |  | 10,875 |  |  | (8,177 | ) |  | (2,698 | ) |  | 9,865 |
Comprehensive Income Attributable to Noncontrolling Interest | 81 |  |  | — |  |  | 81 |  |  | (81 | ) |  | 81 |
Comprehensive Income (Loss) Attributable to Tennant Company | $ | 9,784 |  |  | $ | 10,875 |  |  | $ | (8,258 | ) |  | $ | (2,617 | ) |  | $ | 9,784 |
Condensed Consolidated Statement of Comprehensive Income
For the three months ended September 30, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net Earnings (Loss) Including Noncontrolling Interest | $ | 3,596 |  |  | $ | 3,497 |  |  | $ | (6,628 | ) |  | $ | 3,131 |  |  | $ | 3,596 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | 9,033 |  |  | 289 |  |  | 9,221 |  |  | (9,510 | ) |  | 9,033 |
Pension and retiree medical benefits | 379 |  |  | — |  |  | 10 |  |  | (10 | ) |  | 379 |
Cash flow hedge | (1,732 | ) |  | — |  |  | — |  |  | — |  |  | (1,732 | )
Income Taxes: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | — |
Pension and retiree medical benefits | (138 | ) |  | — |  |  | — |  |  | — |  |  | (138 | )
Cash flow hedge | 646 |  |  | — |  |  | — |  |  | — |  |  | 646 |
Total Other Comprehensive Income, net of tax | 8,188 |  |  | 289 |  |  | 9,231 |  |  | (9,520 | ) |  | 8,188 |
Total Comprehensive Income Including Noncontrolling Interest | 11,784 |  |  | 3,786 |  |  | 2,603 |  |  | (6,389 | ) |  | 11,784 |
Comprehensive Income Attributable to Noncontrolling Interest | 37 |  |  | — |  |  | 37 |  |  | (37 | ) |  | 37 |
Comprehensive Income Attributable to Tennant Company | $ | 11,747 |  |  | $ | 3,786 |  |  | $ | 2,566 |  |  | $ | (6,352 | ) |  | $ | 11,747 |
Condensed Consolidated Statement of Comprehensive Income
For the nine months ended September 30, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
Net (Loss) Earnings Including Noncontrolling Interest | $ | (3,017 | ) |  | $ | 10,684 |  |  | $ | (13,989 | ) |  | $ | 3,305 |  |  | $ | (3,017 | )
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | 25,073 |  |  | 693 |  |  | 1,330 |  |  | (2,023 | ) |  | 25,073 |
Pension and retiree medical benefits | 541 |  |  | — |  |  | 151 |  |  | (151 | ) |  | 541 |
Cash flow hedge | (6,311 | ) |  | — |  |  | — |  |  | — |  |  | (6,311 | )
Income Taxes: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | — |
Pension and retiree medical benefits | (160 | ) |  | — |  |  | (15 | ) |  | 15 |  |  | (160 | )
Cash flow hedge | 2,354 |  |  | — |  |  | — |  |  | — |  |  | 2,354 |
Total Other Comprehensive Income, net of tax | 21,497 |  |  | 693 |  |  | 1,466 |  |  | (2,159 | ) |  | 21,497 |
Total Comprehensive Income (Loss) Including Noncontrolling Interest | 18,480 |  |  | 11,377 |  |  | (12,523 | ) |  | 1,146 |  |  | 18,480 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interest | (28 | ) |  | — |  |  | (28 | ) |  | 28 |  |  | (28 | )
Comprehensive Income (Loss) Attributable to Tennant Company | $ | 18,508 |  |  | $ | 11,377 |  |  | $ | (12,495 | ) |  | $ | 1,118 |  |  | $ | 18,508 |
Condensed Consolidated Balance Sheet
As of September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
ASSETS |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 18,082 |  |  | $ | 668 |  |  | $ | 34,723 |  |  | $ | — |  |  | $ | 53,473 |
Restricted Cash | — |  |  | — |  |  | 534 |  |  | — |  |  | 534 |
Net Receivables | 494 |  |  | 93,464 |  |  | 114,161 |  |  | — |  |  | 208,119 |
Intercompany Receivables | 31,488 |  |  | 142,708 |  |  | — |  |  | (174,196 | ) |  | — |
Inventories | 35,858 |  |  | 15,118 |  |  | 99,220 |  |  | (10,403 | ) |  | 139,793 |
Prepaid Expenses | 17,673 |  |  | 705 |  |  | 9,978 |  |  | — |  |  | 28,356 |
Other Current Assets | 4,691 |  |  | 340 |  |  | 3,834 |  |  | — |  |  | 8,865 |
Total Current Assets | 108,286 |  |  | 253,003 |  |  | 262,450 |  |  | (184,599 | ) |  | 439,140 |
Property, Plant and Equipment | 228,237 |  |  | 12,533 |  |  | 140,673 |  |  | — |  |  | 381,443 |
Accumulated Depreciation | (156,476 | ) |  | (6,459 | ) |  | (54,690 | ) |  | — |  |  | (217,625 | )
Property, Plant and Equipment, Net | 71,761 |  |  | 6,074 |  |  | 85,983 |  |  | — |  |  | 163,818 |
Deferred Income Taxes | 3,127 |  |  | 3,078 |  |  | 8,857 |  |  | — |  |  | 15,062 |
Investment in Affiliates | 403,903 |  |  | 12,133 |  |  | 18,487 |  |  | (434,523 | ) |  | — |
Intercompany Loans | 303,670 |  |  | — |  |  | 3,997 |  |  | (307,667 | ) |  | — |
Goodwill | 12,870 |  |  | 1,726 |  |  | 170,023 |  |  | — |  |  | 184,619 |
Intangible Assets, Net | 4,210 |  |  | 2,738 |  |  | 146,026 |  |  | — |  |  | 152,974 |
Other Assets | 6,057 |  |  | — |  |  | 8,896 |  |  | — |  |  | 14,953 |
Total Assets | $ | 913,884 |  |  | $ | 278,752 |  |  | $ | 704,719 |  |  | $ | (926,789 | ) |  | $ | 970,566 |
LIABILITIES AND TOTAL EQUITY |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |
Current Portion of Long-Term Debt | $ | 29,705 |  |  | $ | — |  |  | $ | 1,294 |  |  | $ | — |  |  | $ | 30,999 |
Accounts Payable | 34,447 |  |  | 6,727 |  |  | 49,604 |  |  | — |  |  | 90,778 |
Intercompany Payables | 143,095 |  |  | — |  |  | 31,101 |  |  | (174,196 | ) |  | — |
Employee Compensation and Benefits | 10,588 |  |  | 12,873 |  |  | 18,696 |  |  | — |  |  | 42,157 |
Income Taxes Payable | 469 |  |  | — |  |  | 2,801 |  |  | (298 | ) |  | 2,972 |
Other Current Liabilities | 28,216 |  |  | 14,348 |  |  | 28,980 |  |  | 298 |  |  | 71,842 |
Total Current Liabilities | 246,520 |  |  | 33,948 |  |  | 132,476 |  |  | (174,196 | ) |  | 238,748 |
Long-Term Liabilities: |  |  |  |  |  |  |  |  |
Long-Term Debt | 315,277 |  |  | — |  |  | 1,660 |  |  | — |  |  | 316,937 |
Intercompany Loans | 3,997 |  |  | 128,000 |  |  | 175,670 |  |  | (307,667 | ) |  | — |
Employee-Related Benefits | 11,519 |  |  | 1,916 |  |  | 8,393 |  |  | — |  |  | 21,828 |
Deferred Income Taxes | — |  |  | — |  |  | 48,491 |  |  | — |  |  | 48,491 |
Other Liabilities | 27,488 |  |  | 3,336 |  |  | 4,655 |  |  | — |  |  | 35,479 |
Total Long-Term Liabilities | 358,281 |  |  | 133,252 |  |  | 238,869 |  |  | (307,667 | ) |  | 422,735 |
Total Liabilities | 604,801 |  |  | 167,200 |  |  | 371,345 |  |  | (481,863 | ) |  | 661,483 |
Equity: |  |  |  |  |  |  |  |  |
Common Stock | 6,796 |  |  | — |  |  | 11,131 |  |  | (11,131 | ) |  | 6,796 |
Additional Paid-In Capital | 26,087 |  |  | 77,551 |  |  | 388,216 |  |  | (465,767 | ) |  | 26,087 |
Retained Earnings | 312,539 |  |  | 34,932 |  |  | (9,916 | ) |  | (25,016 | ) |  | 312,539 |
Accumulated Other Comprehensive Loss | (38,233 | ) |  | (931 | ) |  | (57,951 | ) |  | 58,882 |  |  | (38,233 | )
Total Tennant Company Shareholders' Equity | 307,189 |  |  | 111,552 |  |  | 331,480 |  |  | (443,032 | ) |  | 307,189 |
Noncontrolling Interest | 1,894 |  |  | — |  |  | 1,894 |  |  | (1,894 | ) |  | 1,894 |
Total Equity | 309,083 |  |  | 111,552 |  |  | 333,374 |  |  | (444,926 | ) |  | 309,083 |
Total Liabilities and Total Equity | $ | 913,884 |  |  | $ | 278,752 |  |  | $ | 704,719 |  |  | $ | (926,789 | ) |  | $ | 970,566 |
Condensed Consolidated Balance Sheet
As of December 31, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
ASSETS |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents | $ | 18,469 |  |  | $ | 507 |  |  | $ | 39,422 |  |  | $ | — |  |  | $ | 58,398 |
Restricted Cash | — |  |  | — |  |  | 653 |  |  | — |  |  | 653 |
Net Receivables | 683 |  |  | 88,629 |  |  | 120,204 |  |  | — |  |  | 209,516 |
Intercompany Receivables | 53,444 |  |  | 133,778 |  |  | — |  |  | (187,222 | ) |  | — |
Inventories | 29,450 |  |  | 12,695 |  |  | 94,542 |  |  | (8,993 | ) |  | 127,694 |
Prepaid Expenses | 8,774 |  |  | 1,172 |  |  | 9,405 |  |  | — |  |  | 19,351 |
Other Current Assets | 4,030 |  |  | — |  |  | 3,473 |  |  | — |  |  | 7,503 |
Total Current Assets | 114,850 |  |  | 236,781 |  |  | 267,699 |  |  | (196,215 | ) |  | 423,115 |
Property, Plant and Equipment | 225,064 |  |  | 12,155 |  |  | 145,549 |  |  | — |  |  | 382,768 |
Accumulated Depreciation | (146,320 | ) |  | (6,333 | ) |  | (50,097 | ) |  | — |  |  | (202,750 | )
Property, Plant and Equipment, Net | 78,744 |  |  | 5,822 |  |  | 95,452 |  |  | — |  |  | 180,018 |
Deferred Income Taxes | 1,308 |  |  | 2,669 |  |  | 7,157 |  |  | — |  |  | 11,134 |
Investment in Affiliates | 392,486 |  |  | 11,273 |  |  | 20,811 |  |  | (424,570 | ) |  | — |
Intercompany Loans | 304,822 |  |  | — |  |  | 4,983 |  |  | (309,805 | ) |  | — |
Goodwill | 12,869 |  |  | 1,739 |  |  | 171,436 |  |  | — |  |  | 186,044 |
Intangible Assets, Net | 2,105 |  |  | 2,898 |  |  | 167,344 |  |  | — |  |  | 172,347 |
Other Assets | 10,363 |  |  | — |  |  | 10,956 |  |  | — |  |  | 21,319 |
Total Assets | $ | 917,547 |  |  | $ | 261,182 |  |  | $ | 745,838 |  |  | $ | (930,590 | ) |  | $ | 993,977 |
LIABILITIES AND TOTAL EQUITY |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |
Current Portion of Long-Term Debt | $ | 29,413 |  |  | $ | — |  |  | $ | 1,470 |  |  | $ | — |  |  | $ | 30,883 |
Accounts Payable | 39,927 |  |  | 3,018 |  |  | 53,137 |  |  | — |  |  | 96,082 |
Intercompany Payables | 133,778 |  |  | 1,963 |  |  | 51,481 |  |  | (187,222 | ) |  | — |
Employee Compensation and Benefits | 8,311 |  |  | 10,355 |  |  | 18,591 |  |  | — |  |  | 37,257 |
Income Taxes Payable | 366 |  |  | — |  |  | 2,472 |  |  | — |  |  | 2,838 |
Other Current Liabilities | 20,183 |  |  | 15,760 |  |  | 33,504 |  |  | — |  |  | 69,447 |
Total Current Liabilities | 231,978 |  |  | 31,096 |  |  | 160,655 |  |  | (187,222 | ) |  | 236,507 |
Long-Term Liabilities: |  |  |  |  |  |  |  |  |
Long-Term Debt | 344,147 |  |  | — |  |  | 1,809 |  |  | — |  |  | 345,956 |
Intercompany Loans | — |  |  | 128,000 |  |  | 181,805 |  |  | (309,805 | ) |  | — |
Employee-Related Benefits | 11,160 |  |  | 3,992 |  |  | 8,715 |  |  | — |  |  | 23,867 |
Deferred Income Taxes | — |  |  | — |  |  | 53,225 |  |  | — |  |  | 53,225 |
Other Liabilities | 31,788 |  |  | 2,483 |  |  | 1,677 |  |  | — |  |  | 35,948 |
Total Long-Term Liabilities | 387,095 |  |  | 134,475 |  |  | 247,231 |  |  | (309,805 | ) |  | 458,996 |
Total Liabilities | 619,073 |  |  | 165,571 |  |  | 407,886 |  |  | (497,027 | ) |  | 695,503 |
Equity: |  |  |  |  |  |  |  |  |
Common Stock | 6,705 |  |  | — |  |  | 11,131 |  |  | (11,131 | ) |  | 6,705 |
Additional Paid-In Capital | 15,089 |  |  | 72,483 |  |  | 384,460 |  |  | (456,943 | ) |  | 15,089 |
Retained Earnings | 297,032 |  |  | 23,797 |  |  | (21,219 | ) |  | (2,578 | ) |  | 297,032 |
Accumulated Other Comprehensive Loss | (22,323 | ) |  | (669 | ) |  | (38,391 | ) |  | 39,060 |  |  | (22,323 | )
Total Tennant Company Shareholders' Equity | 296,503 |  |  | 95,611 |  |  | 335,981 |  |  | (431,592 | ) |  | 296,503 |
Noncontrolling Interest | 1,971 |  |  | — |  |  | 1,971 |  |  | (1,971 | ) |  | 1,971 |
Total Equity | 298,474 |  |  | 95,611 |  |  | 337,952 |  |  | (433,563 | ) |  | 298,474 |
Total Liabilities and Total Equity | $ | 917,547 |  |  | $ | 261,182 |  |  | $ | 745,838 |  |  | $ | (930,590 | ) |  | $ | 993,977 |
Condensed Consolidated Statement of Cash Flows
For the nine months ended September 30, 2018
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |
Net Cash Provided by (Used in) Operating Activities | $ | 43,661 |  |  | $ | 219 |  |  | $ | (411 | ) |  | $ | — |  |  | $ | 43,469 |
INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |
Purchases of Property, Plant and Equipment | (4,505 | ) |  | (58 | ) |  | (8,205 | ) |  | — |  |  | (12,768 | )
Proceeds from Disposals of Property, Plant and Equipment | 20 |  |  | — |  |  | 88 |  |  | — |  |  | 108 |
Proceeds from Principal Payments Received on Long-Term Note Receivable | — |  |  | — |  |  | 828 |  |  | — |  |  | 828 |
Proceeds from Sale of Business | — |  |  | — |  |  | 4,000 |  |  | — |  |  | 4,000 |
Purchase of Intangible Assets | (2,500 | ) |  | — |  |  | (107 | ) |  | — |  |  | (2,607 | )
Change in Investments in Subsidiaries | (1,817 | ) |  | — |  |  | — |  |  | 1,817 |  |  | — |
Loan Payments from Subsidiaries | 1,218 |  |  | — |  |  | — |  |  | (1,218 | ) |  | — |
Loan Payments from Parent | — |  |  | — |  |  | 986 |  |  | (986 | ) |  | — |
Net Cash Used in Investing Activities | (7,584 | ) |  | (58 | ) |  | (2,410 | ) |  | (387 | ) |  | (10,439 | )
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |
Payments of Long-Term Debt | (30,000 | ) |  | — |  |  | (216 | ) |  | — |  |  | (30,216 | )
Change in Capital Lease Obligations | — |  |  | — |  |  | 7 |  |  | — |  |  | 7 |
Change in Subsidiary Equity | — |  |  | — |  |  | 1,817 |  |  | (1,817 | ) |  | — |
Loan Payments to Parent | — |  |  | — |  |  | (1,218 | ) |  | 1,218 |  |  | — |
Loan Payments to Subsidiaries | (986 | ) |  | — |  |  | — |  |  | 986 |  |  | — |
Proceeds from Issuances of Common Stock | 5,735 |  |  | — |  |  | — |  |  | — |  |  | 5,735 |
Dividends Paid | (11,356 | ) |  | — |  |  | — |  |  | — |  |  | (11,356 | )
Net Cash (Used in) Provided by Financing Activities | (36,607 | ) |  | — |  |  | 390 |  |  | 387 |  |  | (35,830 | )
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 143 |  |  | — |  |  | (2,387 | ) |  | — |  |  | (2,244 | )
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (387 | ) |  | 161 |  |  | (4,818 | ) |  | — |  |  | (5,044 | )
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 18,469 |  |  | 507 |  |  | 40,075 |  |  | — |  |  | 59,051 |
Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 18,082 |  |  | $ | 668 |  |  | $ | 35,257 |  |  | $ | — |  |  | $ | 54,007 |
Condensed Consolidated Statement of Cash Flows
For the nine months ended September 30, 2017
(in thousands) | Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Tennant Company
OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |
Net Cash (Used in) Provided by Operating Activities | $ | (555 | ) |  | $ | 798 |  |  | $ | 31,880 |  |  | $ | — |  |  | $ | 32,123 |
INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |
Purchases of Property, Plant and Equipment | (7,400 | ) |  | — |  |  | (8,839 | ) |  | — |  |  | (16,239 | )
Proceeds from Disposals of Property, Plant and Equipment | 17 |  |  | — |  |  | 2,439 |  |  | — |  |  | 2,456 |
Proceeds from Principal Payments Received on Long-Term Note Receivable | — |  |  | — |  |  | 500 |  |  | — |  |  | 500 |
Issuance of Long-Term Note Receivable | — |  |  | — |  |  | (1,500 | ) |  | — |  |  | (1,500 | )
Acquisition of Businesses, Net of Cash Acquired | (304 | ) |  | — |  |  | (353,231 | ) |  | — |  |  | (353,535 | )
Purchase of Intangible Asset | (2,500 | ) |  | — |  |  | — |  |  | — |  |  | (2,500 | )
Change in Investments in Subsidiaries | (193,639 | ) |  | — |  |  | — |  |  | 193,639 |  |  | — |
Loan (Payments) Borrowings from Subsidiaries | (159,780 | ) |  | — |  |  | — |  |  | 159,780 |  |  | — |
Net Cash Used in Investing Activities | (363,606 | ) |  | — |  |  | (360,631 | ) |  | 353,419 |  |  | (370,818 | )
FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |
Proceeds from Short-Term Debt | 300,000 |  |  | — |  |  | — |  |  | — |  |  | 300,000 |
Repayments of Short-Term Debt | (300,000 | ) |  | — |  |  | — |  |  | — |  |  | (300,000 | )
Loan Borrowings (Payments) from Parent | — |  |  | — |  |  | 159,780 |  |  | (159,780 | ) |  | — |
Change in Subsidiary Equity | — |  |  | — |  |  | 193,639 |  |  | (193,639 | ) |  | — |
Proceeds from Issuance of Long-Term Debt | 440,000 |  |  | — |  |  | — |  |  | — |  |  | 440,000 |
Payments of Long-Term Debt | (81,143 | ) |  | — |  |  | (119 | ) |  | — |  |  | (81,262 | )
Payments of Debt Issuance Costs | (16,465 | ) |  | — |  |  | — |  |  | — |  |  | (16,465 | )
Proceeds from Issuance of Common Stock | 4,728 |  |  | — |  |  | — |  |  | — |  |  | 4,728 |
Dividends Paid | (11,204 | ) |  | — |  |  | — |  |  | — |  |  | (11,204 | )
Net Cash Provided by Financing Activities | 335,916 |  |  | — |  |  | 353,300 |  |  | (353,419 | ) |  | 335,797 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | (68 | ) |  | — |  |  | 1,655 |  |  | — |  |  | 1,587 |
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | (28,313 | ) |  | 798 |  |  | 26,204 |  |  | — |  |  | (1,311 | )
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 38,484 |  |  | 226 |  |  | 19,840 |  |  | — |  |  | 58,550 |
Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 10,171 |  |  | $ | 1,024 |  |  | $ | 46,044 |  |  | $ | — |  |  | $ | 57,239 |

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