Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
[ü]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31,June 30, 2018
OR 
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___________ to __________
Commission File Number 1-16191

image2a02.jpg
TENNANT COMPANY
(Exact name of registrant as specified in its charter)
Minnesota41-0572550
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

701 North Lilac Drive
P.O. Box 1452
Minneapolis, Minnesota 55440
(Address of principal executive offices)
(Zip Code) 
(763) 540-1200
(Registrant’s telephone number, including area code)

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.
YesüNo 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
YesüNo 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerü Accelerated filer 
Non-accelerated filer (Do not check if a smaller reporting company)Smaller reporting company 
Emerging growth company    


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes Noü
As of April 16,July 25, 2018, there were 17,981,86718,073,980 shares of Common Stock outstanding.
 


TABLE OF CONTENTS
 PART I - FINANCIAL INFORMATION
  Page
Item 1. 
  
 
  
  
  
  
  
  
   
    
    
   
    
    
   
   
   
  
  
   
   
 
   
  
Item 2.
Item 3. 
Item 4.  
PART II - OTHER INFORMATION   
Item 1.   
Item 1A.   
Item 2. 
Item 6.   
    


PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended Three Months Ended Six Months Ended
(In thousands, except shares and per share data) March 31 June 30 June 30
 2018 2017 2018 2017 2018 2017
Net Sales $272,847
 $191,059
 $292,197
 $270,791
 $565,044
 $461,850
Cost of Sales 162,210
 111,323
 173,398
 166,237
 335,608
 277,560
Gross Profit 110,637
 79,736
 118,799
 104,554
 229,436
 184,290
            
Operating Expense:            
Research and Development Expense 7,996
 8,446
 7,906
 7,886
 15,902
 16,332
Selling and Administrative Expense 92,269
 73,956
 91,864
 87,326
 184,133
 161,282
Total Operating Expense 100,265
 82,402
 99,770
 95,212
 200,035

177,614
Profit (Loss) from Operations 10,372
 (2,666)
Profit from Operations 19,029
 9,342
 29,401

6,676
            
Other Income (Expense):            
Interest Income 749
 84
 952
 793
 1,701
 877
Interest Expense (5,745) (794) (6,005) (11,833) (11,750) (12,627)
Net Foreign Currency Transaction Losses (749) (1,197) (337) (336) (1,086) (1,533)
Other (Expense) Income, Net (250) 32
Other Expense, Net (510) (384) (760) (352)
Total Other Expense, Net (5,995) (1,875) (5,900) (11,760) (11,895)
(13,635)
            
Profit (Loss) Before Income Taxes 4,377
 (4,541) 13,129
 (2,418) 17,506

(6,959)
Income Tax Expense (Benefit) 1,077
 (584) 363
 238
 1,440
 (346)
Net Earnings (Loss) Including Noncontrolling Interest 3,300
 (3,957) 12,766
 (2,656) 16,066

(6,613)
Net Earnings Attributable to Noncontrolling Interest 26
 
Net Earnings (Loss) Attributable to Noncontrolling Interest 22
 (65) 48
 (65)
Net Earnings (Loss) Attributable to Tennant Company $3,274
 $(3,957) $12,744
 $(2,591) $16,018
 $(6,548)
            
Net Earnings (Loss) Attributable to Tennant Company per Share:            
Basic $0.18
 $(0.22) $0.71
 $(0.15) $0.90
 $(0.37)
Diluted $0.18
 $(0.22) $0.69
 $(0.15) $0.88
 $(0.37)
            
Weighted Average Shares Outstanding:            
Basic 17,790,989
 17,596,546
 17,943,450
 17,693,102
 17,867,641
 17,645,090
Diluted 18,245,359
 17,596,546
 18,371,538
 17,693,102
 18,303,960
 17,645,090
            
Cash Dividend Declared per Common Share $0.21
 $0.21
 $0.21
 $0.21
 $0.42
 $0.42

See accompanying Notes to the Condensed Consolidated Financial Statements.

TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
Three Months EndedThree Months Ended Six Months Ended
(In thousands)March 31June 30 June 30
2018 20172018 2017 2018 2017
Net Earnings (Loss) Including Noncontrolling Interest$3,300
 $(3,957)$12,766
 $(2,656) $16,066
 $(6,613)
Other Comprehensive Income (Loss): 
  
Other Comprehensive (Loss) Income: 
  
    
Foreign currency translation adjustments8,381
 2,400
(19,473) 13,640
 (11,092) 16,040
Pension and retiree medical benefits82
 10
11
 152
 93
 162
Cash flow hedge(2,715) (73)1,376
 (4,506) (1,339) (4,579)
Income Taxes:          
Foreign currency translation adjustments(17) 
261
 
 244
 
Pension and retiree medical benefits(151) (18)(3) (4) (154) (22)
Cash flow hedge(501) 27
(319) 1,681
 (820) 1,708
Total Other Comprehensive Income, net of tax5,079
 2,346
Total Other Comprehensive (Loss) Income, net of tax(18,147) 10,963
 (13,068)
13,309
          
Total Comprehensive Income (Loss) Including Noncontrolling Interest8,379
 (1,611)
Comprehensive Income Attributable to Noncontrolling Interest26
 
Comprehensive Income (Loss) Attributable to Tennant Company$8,353
 $(1,611)
Total Comprehensive (Loss) Income Including Noncontrolling Interest(5,381) 8,307
 2,998
 6,696
Comprehensive Income (Loss) Attributable to Noncontrolling Interest22
 (65) 48
 (65)
Comprehensive (Loss) Income Attributable to Tennant Company$(5,403) $8,372
 $2,950
 $6,761
See accompanying Notes to the Condensed Consolidated Financial Statements.

TENNANT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,June 30, December 31,
(In thousands, except shares and per share data)2018 20172018 2017
ASSETS      
Current Assets:      
Cash and Cash Equivalents$54,001
 $58,398
$53,901
 $58,398
Restricted Cash645
 653
543
 653
Accounts Receivable, less Allowances of $2,706 and $3,241, respectively212,265
 209,516
Accounts Receivable, less Allowances of $2,655 and $3,241, respectively215,323
 209,516
Inventories140,290
 127,694
139,406
 127,694
Prepaid Expenses21,537
 19,351
27,382
 19,351
Other Current Assets5,942
 7,503
8,707
 7,503
Total Current Assets434,680
 423,115
445,262
 423,115
Property, Plant and Equipment387,130
 382,768
381,607
 382,768
Accumulated Depreciation(209,204) (202,750)(212,625) (202,750)
Property, Plant and Equipment, Net177,926
 180,018
168,982
 180,018
Deferred Income Taxes14,832
 11,134
13,721
 11,134
Goodwill196,165
 186,044
185,715
 186,044
Intangible Assets, Net172,297
 172,347
157,674
 172,347
Other Assets20,002
 21,319
14,730
 21,319
Total Assets$1,015,902
 $993,977
$986,084
 $993,977
LIABILITIES AND TOTAL EQUITY      
Current Liabilities:      
Current Portion of Long-Term Debt$30,902
 $30,883
$30,969
 $30,883
Accounts Payable102,702
 96,082
103,602
 96,082
Employee Compensation and Benefits34,674
 37,257
41,289
 37,257
Income Taxes Payable2,800
 2,838
2,809
 2,838
Other Current Liabilities70,293
 69,447
66,753
 69,447
Total Current Liabilities241,371
 236,507
245,422
 236,507
Long-Term Liabilities:      
Long-Term Debt342,420
 345,956
328,699
 345,956
Employee-Related Benefits23,394
 23,867
22,583
 23,867
Deferred Income Taxes53,412
 53,225
50,444
 53,225
Other Liabilities47,934
 35,948
36,739
 35,948
Total Long-Term Liabilities467,160
 458,996
438,465
 458,996
Total Liabilities708,531
 695,503
683,887
 695,503
Commitments and Contingencies (Note 13)

 



 

Equity:      
Common Stock, $0.375 par value; 60,000,000 shares authorized; 17,910,440 and 17,881,177 shares issued and outstanding, respectively6,717
 6,705
Common Stock, $0.375 par value; 60,000,000 shares authorized; 18,073,713 and 17,881,177 shares issued and outstanding, respectively6,778
 6,705
Additional Paid-In Capital18,295
 15,089
22,273
 15,089
Retained Earnings297,717
 297,032
306,667
 297,032
Accumulated Other Comprehensive Loss(17,244) (22,323)(35,391) (22,323)
Total Tennant Company Shareholders' Equity305,485
 296,503
300,327
 296,503
Noncontrolling Interest1,886
 1,971
1,870
 1,971
Total Equity307,371
 298,474
302,197
 298,474
Total Liabilities and Total Equity$1,015,902
 $993,977
$986,084
 $993,977
See accompanying Notes to the Condensed Consolidated Financial Statements.

TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
TENNANT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months EndedSix Months Ended
(In thousands)March 31June 30
2018 20172018 2017
OPERATING ACTIVITIES      
Net Earnings (Loss) Including Noncontrolling Interest$3,300
 $(3,957)$16,066
 $(6,613)
Adjustments to Reconcile Net Earnings (Loss) to Net Cash Provided by (Used in) Operating Activities:      
Depreciation7,708
 4,493
16,340
 11,043
Amortization of Intangible Assets5,838
 244
11,657
 3,780
Amortization of Debt Issuance Costs501
 
1,307
 466
Debt Issuance Cost Charges Related to Short-Term Financing
 6,200
Fair Value Step-Up Adjustment to Acquired Inventory
 6,199
Deferred Income Taxes(3,151) (2,650)(7,857) (6,032)
Share-Based Compensation Expense2,748
 2,573
4,115
 3,622
Allowance for Doubtful Accounts and Returns723
 251
940
 697
Other, Net137
 18
280
 64
Changes in Operating Assets and Liabilities, Net of Assets Acquired:      
Receivables, Net(359) 12,419
(6,832) (6,016)
Inventories(10,787) (8,631)(17,039) (9,854)
Accounts Payable5,734
 1,882
9,827
 6,190
Employee Compensation and Benefits(3,403) (13,630)4,075
 (8,262)
Other Current Liabilities(1,810) 1,699
(3,772) 5,252
Income Taxes(217) (1,513)(973) (1,617)
Other Assets and Liabilities(1,423) (4,307)(2,170) (7,614)
Net Cash Provided by (Used in) Operating Activities5,539
 (11,109)25,964
 (2,495)
INVESTING ACTIVITIES      
Purchases of Property, Plant and Equipment(3,480) (4,673)(7,726) (9,145)
Proceeds from Disposals of Property, Plant and Equipment16
 53
102
 2,428
Proceeds from Principal Payments Received on Long-Term Note Receivable167
 
706
 
Issuance of Long-Term Note Receivable
 (1,500)
 (1,500)
Acquisition of Business, Net of Cash Acquired
 (304)
Purchase of Intangible Asset(1,000) (2,500)
Acquisition of Businesses, Net of Cash, Cash Equivalents and Restricted Cash Acquired
 (353,535)
Purchase of Intangible Assets(1,195) (2,500)
Net Cash Used in Investing Activities(4,297) (8,924)(8,113) (364,252)
FINANCING ACTIVITIES      
Proceeds from Short-Term Debt
 300,000
Repayments of Short-Term Debt
 (300,000)
Proceeds from Issuance of Long-Term Debt
 20,000

 440,000
Payments of Long-Term Debt(4,037) (11,151)(18,133) (58,471)
Payments of Debt Issuance Costs
 (16,039)
Change in Capital Lease Obligations81
 
59
 
Proceeds from Issuance of Common Stock794
 1,655
3,724
 3,843
Dividends Paid(3,758) (3,722)(7,553) (7,463)
Net Cash (Used in) Provided by Financing Activities(6,920) 6,782
(21,903) 361,870
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash1,273
 330
(555) 875
Net Decrease in Cash, Cash Equivalents and Restricted Cash(4,405) (12,921)(4,607) (4,002)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period59,051
 58,550
59,051
 58,550
Cash, Cash Equivalents and Restricted Cash at End of Period$54,646
 $45,629
$54,444
 $54,548
      
Supplemental Disclosure of Cash Flow Information:   
Cash Paid for Income Taxes$1,659
 $3,289
Cash Paid for Interest$1,023
 $758
Supplemental Non-cash Investing and Financing Activities:   
Capital Expenditures in Accounts Payable$1,328
 $1,582

Supplemental Disclosure of Cash Flow Information:   
Cash Paid for Income Taxes$5,725
 $4,851
Cash Paid for Interest$10,230
 $2,463
Supplemental Non-cash Investing and Financing Activities:   
Capital Expenditures in Accounts Payable$1,393
 $1,440
Debt Issuance Costs Not Yet Paid, Recorded in Accounts Payable$
 $417
See accompanying Notes to the Condensed Consolidated Financial Statements.

TENNANT COMPANY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except shares and per share data)
1.Summary of Significant Accounting Policies
Basis of Presentation – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the Securities and Exchange Commission (“SEC”) requirements for interim reporting, which allows certain footnotes and other financial information normally required by accounting principles generally accepted in the United States of America to be condensed or omitted. In our opinion, the Condensed 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, 2017. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Revenue Recognition – Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products and services. Generally, these criteria are met at the time the product is shipped.
We also enter into contracts that can include combinations of products and services, which are generally capable of being distinct and are accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Further details regarding revenue recognition are discussed in Notes 2 and 3.
New Accounting Pronouncements – Further details regarding the adoption of new accounting standards are discussed in Note 2.
We documented the summary of significant accounting policies in the Notes to the Consolidated Financial Statements of our annual report on Form 10-K for the fiscal year ended December 31, 2017. Other than the accounting policies noted above, there have been no material changes to our accounting policies since the filing of that report.
2.Newly Adopted Accounting Pronouncements
Revenue from Contracts with Customers
On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) and all the related amendments (“new revenue standard”) to all contracts not completed at the date of initial application using the modified retrospective method. The cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings iswas not material to the company. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods, and there are no material differences between the reported results under the new revenue standard and those that would have been reported under legacy US GAAP.
The new revenue standard also required us to record a refund liability and a corresponding asset for our right to recover products from customers upon settling the refund liability to account for the transfer of products with a right of return. The impact of this provision of the new revenue standard is immaterial to our financial statements. The new revenue standard also provided additional clarity that resulted in a reclassification from Accounts Receivable to Other Current Liabilities to reflect a change in the presentation of our sales return reserves on the balance sheet, which were previously recorded net of Accounts Receivable. Provisions for estimated sales returns will continue to be recorded at the time the related revenue is recognized.    

The reclassification from Accounts Receivable to Other Current Liabilities in accordance with the detail described above impacted the Condensed Consolidated Balance Sheet as of March 31,June 30, 2018, as follows (in thousands):
As Reported Balances Without Adoption of ASC 606 
Effect of Change
Higher/(Lower)
As Reported Balances Without Adoption of ASC 606 
Effect of Change
Higher/(Lower)
ASSETS          
Accounts Receivable$212,265
 $211,204
 $1,061
$215,323
 $214,175
 $1,148
Total Current Assets434,680
 433,619
 1,061
445,262
 444,114
 1,148
Total Assets$1,015,902
 $1,014,841
 $1,061
$986,084
 $984,936
 $1,148
LIABILITIES          
Other Current Liabilities$70,293
 $69,232
 $1,061
$66,753
 $65,605
 $1,148
Total Current Liabilities241,371
 240,310
 1,061
245,422
 244,274
 1,148
Total Liabilities$708,531
 $707,470
 $1,061
$683,887
 $682,739
 $1,148
For additional disclosures regarding the new revenue standard, see Note 3.
Intra-Entity Transfers of Assets Other than Inventory
On January 1, 2018, we adopted ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory. The ASU requires the tax effects of all intra-entity sales of assets other than inventory to be recognized in the period in which the transaction occurs. The adoption of this ASU resulted in a $94 cumulative effect adjustment recorded in Retained Earnings as of the beginning of 2018 that reflects a $1,281 reduction in a long-term deferred charge, mostly offset by the establishment of a deferred tax asset of $1,187. The reduction in the long-term asset and establishment of the deferred tax asset impacted Other Assets and Deferred Income Taxes, respectively, on our Condensed Consolidated Balance Sheets.
Statement of Cash Flows – Restricted Cash
On January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The ASU requires companies to explain the changes in the combined total of restricted and unrestricted balances in the Condensed Consolidated Statements of cash flows. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the Condensed Consolidated Statements of Cash Flows. In accordance with the ASU, we adopted the standard on a retrospective basis to all periods presented.
The following table provides a reconciliation of Cash and Cash Equivalents and Restricted Cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows (in thousands):
March 31,June 30,
20182018
Cash and Cash Equivalents$54,001
$53,901
Restricted Cash645
543
Total Cash, Cash Equivalents and Restricted Cash at end of period shown in the Condensed Consolidated Statements of Cash Flows$54,646
$54,444

Compensation – Retirement Benefits
On January 1, 2018, we adopted ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU requires employers to report the service cost component of net periodic pension and postretirement benefit costs in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension and postretirement benefit costs are required to be presented in the income statementCondensed Consolidated Statements of Operations separately from the service cost component in nonoperating expenses. In accordance with the ASU, we adopted the standard on a retrospective basis to all periods presented. As a result, we reclassified $53$187 and $134 of net benefit creditscosts from Selling and Administrative Expense to Other (Expense) Income,Expense, Net on the Condensed Consolidated StatementStatements of Operations for the three and six months ended March 31, 2017.June 30, 2017, respectively. The reclassification represents the other components of net periodic pension and postretirement benefit costs that are now presented in the Condensed Consolidated Statements of Operations separately from the service cost in Total Other Expense, Net. As a basis for the retrospective application of the ASU, we used the practical expedient that permits us to use the amounts disclosed for the various components of net benefit cost (credit) in Note 12.
Income Statement—Reporting Comprehensive Income
On January 1, 2018, we elected to adopt early ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). The ASU gives companies the option to reclassify stranded tax effects caused by the newly-enactednewly enacted legislation referred to as the Tax Cuts and Jobs Act (the "Tax Act") from accumulated other comprehensive incomeAccumulated Other Comprehensive Loss to retained earnings.Retained Earnings. The adoption resulted in a $1,263 cumulative effect adjustment which increased Retained Earnings as of the beginning of 2018 and reduced the deferred income tax benefits in Accumulated Other Comprehensive Loss relating to cash flow hedges and pension and retiree medical benefits.
Income Taxes
In March 2018, we adopted ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The ASU updates the income tax accounting in U.S. GAAP to reflect the SEC interpretive guidance released on December 22, 2017, when the Tax Act was signed into law. Additional information regarding the adoption of this standard is contained in Note 15.
3.Revenue from Contracts with Customers
Under the new revenue standard, revenue is recognized when control transfers under the terms of the contract with our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We do not account for shipping and handling as a distinct performance obligation as we generally perform shipping and handling activities after we transfer control of goods to the customer. We have elected to account for shipping and handling costs associated with outbound freight after control of goods has transferred to a customer as a fulfillment cost. Incidental items that are immaterial in the context of the contract are not recognized as a separate performance obligation. We do not have any significantly extended payment terms as payment is generally received within one year of the point of sale.
In general, we transfer control and recognize a sale at the point in time when products are shipped from our manufacturing facilities both direct to consumers and to distributors. Service revenue is recognized in the period the service is performed or ratably over the period of the related service contract. Consideration related to service contracts is deferred if the proceeds are received in advance of the satisfaction of the performance obligations and recognized over the contract period as the performance obligation is met. We use an output method to measure progress towards completion for certain prepaid service contracts, as this method appropriately depicts performance towards satisfaction of the performance obligations.
For contracts with multiple performance obligations (i.e., a product and service component), we allocate the transaction price to the performance obligations in proportion to their stand-alone selling prices. We use an observable price to determine the stand-alone selling price for separate performance obligations. When allocating on a relative stand-alone selling price basis, any discounts contained within the contract are allocated proportionately to all of the performance obligations in the contract.

Disaggregation of Revenue
The following tables illustrate the disaggregation of revenue by geographic area, groups of similar products and services and sales channels for the three and six months ended March 31,June 30, 2018 and 2017 (in thousands):
Net Sales by geographic area
Three Months EndedThree Months Ended Six Months Ended
March 31June 30 June 30
2018 20172018 2017 2018 2017
Americas$162,638
 $142,770
$178,752
 $169,146
 $341,390
 $311,916
Europe, Middle East and Africa88,816
 33,276
87,410
 77,356
 176,226
 110,632
Asia Pacific21,393
 15,013
26,035
 24,289
 47,428
 39,302
Total$272,847
 $191,059
$292,197
 $270,791
 $565,044
 $461,850
Net Sales are attributed to each geographic area based on the end user country from which the product was shipped and are net of intercompany sales.
Net Sales by groups of similar products and services
Three Months EndedThree Months Ended Six Months Ended
March 31June 30 June 30
2018 20172018 2017 2018 2017
Equipment$172,074
 $113,341
$192,078
 $176,767
 $364,152
 $290,108
Parts and Consumables57,441
 42,803
57,411
 52,922
 114,852
 95,725
Specialty Surface Coatings6,455
 6,681
7,840
 7,803
 14,295
 14,484
Service and Other36,877
 28,234
34,868
 33,299
 71,745
 61,533
Total$272,847
 $191,059
$292,197
 $270,791
 $565,044
 $461,850
Net Sales by sales channel
Three Months EndedThree Months Ended Six Months Ended
March 31June 30 June 30
2018 20172018 2017 2018 2017
Sales Direct to Consumer$178,710
 $143,623
$187,468
 $174,426
 $366,178
 $318,049
Sales to Distributors94,137
 47,436
104,729
 96,365
 198,866
 143,801
Total$272,847
 $191,059
$292,197
 $270,791
 $565,044
 $461,850
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.
At March 31, 2018 and December 31, 2017, we reported $7,925 and $13,466, respectively, of We record our accruals for volume-based rebates and other promotions in Other Current Liabilities on our Condensed Consolidated Balance Sheets.

The change in our sales incentive accrual balance for the balance was primarily due to payments of rebates during the threesix months ended March 31, 2018.June 30, 2018 was as follows:

Prepaid Service Contracts
 Six Months Ended
 June 30
 2018
Beginning balance$13,466 
Additions to sales incentive accrual14,904 
Contract payments(16,785)
Foreign currency fluctuations(195)
Ending balance$11,390 
Deferred Revenue
We sell separately priced prepaid service contracts onto our machines ranging from 12 months to 60 months. Wecustomers 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 service contracts are bundled with machines, we use an observable price to determine stand-alone selling price for separate performance obligations. At December 31, 2017, $4,468$5,304 and $2,483 of unearneddeferred revenue associated with outstanding prepaid service contracts was reported in Other Current Liabilities and Other Liabilities, respectively, on our Condensed Consolidated Balance Sheets. During
The change in the threedeferred revenue balance for the six months ended March 31,June 30, 2018 we recognized $3,295 of revenue related to the satisfaction of performance obligations under the terms of these prepaid service contracts and deferred an additional $3,660 in additional prepayments representing our obligation to satisfy future performance obligations.was as follows:
 Six Months Ended
 June 30
 2018
Beginning balance$7,787 
Increase in deferred revenue representing our obligation to satisfy future performance obligations7,475 
Decrease in deferred revenue for amounts recognized in Net Sales for satisfied performance obligations(6,951)
Foreign currency fluctuations(86)
Ending balance$8,225 
At March 31,June 30, 2018, $4,732$4,896 and $2,669$3,329 of unearneddeferred revenue associated with outstanding prepaid service contracts was reported in Other Current Liabilities and Other Liabilities, respectively, on our Condensed Consolidated Balance Sheet. Of this, we expect to recognize the following approximate amounts in Net Sales in the following periods:
Remaining 2018$3,799
$2,984
20191,835
3,092
20201,115
1,280
2021416
562
2022230
277
Thereafter6
30
Total$7,401
$8,225
Practical Expedients and Exemptions
We generally expense the incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs relate primarily to sales commissions and are recorded in Selling and Administrative Expense in the Condensed Consolidated Statements of Operations.
We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. In addition, we do not adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

4.Management Actions
During the first quarter of 2017, we implemented a restructuring action to better align our global resources and expense structure with a lower growth global economic environment. The pre-tax charge of $8,018, including other associated costs of $961, consisted primarily of severance and was included within Selling and Administrative Expense in the Condensed Consolidated Statements of Operations. The charge impacted our Americas, Europe, Middle East and Africa (EMEA) and Asia Pacific (APAC) operating segments. The savings offset the pre-tax charge approximately one year from the date of the action. Additional costs will not be incurred related to this restructuring action.
During the fourth quarter of 2017, we implemented a restructuring action primarily driven by integration actions related to our acquisition of the IPC Group. The restructuring action consisted primarily of severance and included reductions in overall staffing to streamline and right-size the organization to support anticipated business requirements. The pre-tax charge of $2,501 was included within Selling and Administrative Expense in the Condensed Consolidated Statements of Operations. The charge impacted our Americas, EMEA and APAC operating segments. We believe the anticipated savings will offset the pre-tax charge in approximately one year from the date of the action. We do not expect additionalAdditional costs will not be incurred related to this restructuring action.

A reconciliation of the beginning and ending liability balances is as follows:
 Severance and Related Costs Severance and Related Costs
2017 restructuring actions $9,558
 $9,558
Cash payments (6,312) (6,312)
Foreign currency adjustments 190
 190
December 31, 2017 balance $3,436
 $3,436
2018 utilization:    
Cash payments (714) (1,119)
Foreign currency adjustments 104
 (53)
March 31, 2018 balance $2,826
June 30, 2018 balance $2,264
5.Acquisition
On April 6, 2017, we acquired the outstanding capital stock of IP Cleaning S.p.A. and its subsidiaries ("IPC Group") for a purchase price of $353,769, net of cash acquired of $8,804. The primary seller was Ambienta SGR S.p.A., a European private equity fund. IPC Group, based in Italy, is a designer and manufacturer of innovative professional cleaning equipment, cleaning tools and supplies. The acquisition strengthens our presence and market share in Europe and allows us to better leverage our EMEA cost structure. We funded the acquisition of IPC Group, along with related fees, including refinancing of existing debt, with funds raised through borrowings under a senior secured credit facility in an aggregate principal amount of $420,000. Further details regarding our acquisition financing arrangements are discussed in Note 8.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:
ASSETS  
Receivables $39,984
Inventories 46,442
Other Current Assets 7,456
Assets Held for Sale 2,247
Property, Plant and Equipment 63,890
Intangible Assets Subject to Amortization:  
Trade Name 26,753
Customer Lists 123,061
Technology 9,631
Other Assets 2,000
Total Identifiable Assets Acquired 321,464
LIABILITIES  
Accounts Payable 32,227
Accrued Expenses 18,130
Deferred Income Taxes 56,950
Other Liabilities 10,964
Total Identifiable Liabilities Assumed 118,271
Net Identifiable Assets Acquired 203,193
Noncontrolling Interest (1,896)
Goodwill 152,472
Total Purchase Price, net of Cash Acquired $353,769

Based on the final fair value measurement of the assets acquired and liabilities assumed, we allocated $152,472 to goodwill for the expected synergies from combining IPC Group with our existing business. None of the goodwill is expected to be deductible for income tax purposes. In connection with the finalization of the fair value measurements in the first quarter of 2018, we recorded a measurement period adjustment, which increased goodwill by $4,627 with offsetting adjustments to various income tax assets and liabilities.
The final fair value of the acquired intangible assets is $159,445. The expected lives of the acquired amortizable intangible assets are approximately 15 years for customer lists, 10 years for trade names and 10 years for technology. Trade names are being amortized on a straight-line basis while the customer lists and technology are being amortized on an accelerated basis. We recorded amortization expense of $5,537$5,486 and $11,023 in Selling and Administrative Expense on our Condensed Consolidated Statements of Operations for these acquired intangible assets for the three and six months ended March 31, 2018.June 30, 2018, respectively.
The following unaudited pro forma financial information presents the combined results of operations of Tennant Company as if the 2017 acquisition of the IPC Group had occurred as of January 1, 2016. The unaudited pro forma financial information is presented for informational purposes only. It is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of fiscal 2016. No pro forma results are presented for the three or six months ended March 31,June 30, 2018 as the results of the acquired company are included in the actual three month results.

Pro Forma Financial Information (Unaudited)
Three Months EndedThree Months Ended Six Months Ended
(In thousands, except per share data)March 31June 30 June 30
20172017 2017
Net Sales    
Pro forma$245,120
$270,791
 $517,163
As reported191,059
270,791
 461,850
    
Net Loss Attributable to Tennant Company 
Net Earnings (Loss) Attributable to Tennant Company   
Pro forma$(2,426)$10,308
 $10,260
As reported(3,957)(2,591) (6,548)
    
Net Loss Attributable to Tennant Company per Share 
Net Earnings (Loss) Attributable to Tennant Company per Share   
Pro forma$(0.14)$0.58
 $0.58
As reported(0.22)(0.15) (0.37)
The unaudited pro forma financial information above gives effect to the following:
incremental depreciation and amortization expense related to the fair value of the property, plant and equipment and identified intangible assets;
exclusion of the purchase accounting impact of the inventory step-up related to the sale of acquired inventory;
incremental interest expense related to additional debt used to finance the acquisition;
exclusion of non-recurring acquisition-related transaction and financing costs; and
pro forma adjustments tax affected based on the jurisdiction where the costs were incurred.

6.Inventories
Inventories are valued at the lower of cost or market. Inventories at March 31,June 30, 2018 and December 31, 2017 consisted of the following:
March 31,
2018
 December 31,
2017
June 30,
2018
 December 31,
2017
Inventories carried at LIFO:      
Finished goods$47,131
 $43,439
$49,428
 $43,439
Raw materials, production parts and work-in-process26,375
 23,694
29,266
 23,694
LIFO reserve(28,788) (28,429)(28,609) (28,429)
Total LIFO inventories44,718
 38,704
50,085
 38,704
Inventories carried at FIFO: 
  
 
  
Finished goods55,747
 54,161
51,226
 54,161
Raw materials, production parts and work-in-process39,825
 34,829
38,095
 34,829
Total FIFO inventories95,572
 88,990
89,321
 88,990
Total inventories$140,290
 $127,694
$139,406
 $127,694
The LIFO reserve approximates the difference between LIFO carrying cost and FIFO.

7.Goodwill and Intangible Assets
The changes in the carrying value of Goodwill for the threesix months ended March 31,June 30, 2018 were as follows:
Goodwill 
Accumulated
Impairment
Losses
 TotalGoodwill 
Accumulated
Impairment
Losses
 Total
Balance as of December 31, 2017$227,224
 $(41,180) $186,044
$227,224
 $(41,180) $186,044
Purchase accounting adjustments4,627
 
 4,627
4,627
 
 4,627
Foreign currency fluctuations7,047
 (1,553) 5,494
(6,089) 1,133
 (4,956)
Balance as of March 31, 2018$238,898
 $(42,733) $196,165
Balance as of June 30, 2018$225,762
 $(40,047) $185,715
The balances of acquired Intangible Assets, excluding Goodwill, as of March 31,June 30, 2018 and December 31, 2017, were as follows:
Customer Lists Trade Names Technology TotalCustomer Lists Trade Names Technology Total
Balance as of March 31, 2018       
Balance as of June 30, 2018       
Original cost$154,096
 $32,818
 $15,894
 $202,808
$145,455
 $31,105
 $15,554
 $192,114
Accumulated amortization(23,303) (3,293) (3,915) (30,511)(25,990) (3,894) (4,556) (34,440)
Carrying value$130,793
 $29,525
 $11,979
 $172,297
$119,465
 $27,211
 $10,998
 $157,674
Weighted average original life (in years)15
 10
 11
  
15
 10
 11
  
Balance as of December 31, 2017 
    
  
 
    
  
Original cost$149,355
 $31,968
 $14,589
 $195,912
$149,355
 $31,968
 $14,589
 $195,912
Accumulated amortization(17,870) (2,436) (3,259) (23,565)(17,870) (2,436) (3,259) (23,565)
Carrying value$131,485
 $29,532
 $11,330
 $172,347
$131,485
 $29,532
 $11,330
 $172,347
Weighted average original life (in years)15
 10
 11
  
15
 10
 11
  
The purchase accounting adjustments recorded during the first three monthsquarter of 2018 were based on the fair value adjustments related to our acquisition of the IPC Group, as described further in Note 5.
During the first threesix months of 2018, we purchased a technology license for $1,000. The license was recorded in Intangible Assets, Net as technology on the Condensed Consolidated Balance Sheets as of March 31, 2018 .June 30, 2018.
Amortization expense on Intangible Assets for the three and six months ended March 31,June 30, 2018 was $5,819 and $11,657, respectively. Amortization expense on Intangible Assets for the three and six months ended June 30, 2017 was $5,838$3,536 and $244,$3,780, 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 2018$17,115
$10,854
201922,388
21,206
202020,853
19,756
202119,170
18,165
202216,928
16,020
Thereafter75,843
71,673
Total$172,297
$157,674
8.Debt
Financial Covenants
In 2017, the Company and certain of our foreign subsidiaries entered into a Credit Agreement (the "2017 Credit Agreement) with JPMorgan, as administrative agent, Goldman Sachs Bank USA, as syndication agent, Wells Fargo, National Association, U.S. Bank National Association, and HSBC Bank USA, National Association, as co-documentation agents, and the lenders (including JPMorgan) from time to time party thereto.

The 2017 Credit Agreement contains customary representations, warranties and covenants, including, but not limited to, covenants restricting the company’s ability to incur indebtedness and liens and merge or consolidate with another entity. The 2017 Credit Agreement also contains financial covenants, requiring us to maintain a ratio of consolidated total indebtedness to consolidated earnings before income, taxes, depreciation and amortization, subject to certain adjustments ("Adjusted EBITDA") of not greater than 4.00 to 1, as well as requiring us to maintain a ratio of consolidated Adjusted EBITDA to consolidated interest expense of no less than 3.50 to 1 for the quarter ended March 31,June 30, 2018. The 2017 Credit Agreement also contains a financial covenant requiring us to maintain a senior secured net indebtedness to Adjusted EBITDA ratio of not greater than 3.50 to 1. These financial covenants may restrict our ability to pay dividends and purchase outstanding shares of our common stock. We were in compliance with our financial covenants at March 31,June 30, 2018.
We will be required to repay the senior credit agreement with 25% to 50% of our excess cash flow from the preceding fiscal year, as defined in the agreement, unless our net leverage ratio for such preceding fiscal year is less than or equal to 3.00 to 1, which will be first measured using our fiscal year ended December 31, 2018.
Our Senior Notes also contain certain restrictions, which are generally less restrictive than those contained in the 2017 Credit Agreement.
Registration Rights Agreement
In connection with the issuance and sale of the Senior Notes, the company entered into a Registration Rights Agreement, dated April 18, 2017, among the company, the Guarantors and Goldman, Sachs & Co. and J.P. Morgan Securities LLC (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the company agreed (1) to use its commercially reasonable efforts to consummate an exchange offer to exchange the Senior Notes for new registered notes (the “Exchange Notes”), with terms substantially identical in all material respects with the Senior Notes (except that the Exchange Notes will not contain terms with respect to additional interest, registration rights or transfer restrictions) and (2) if required, to have a shelf registration statement declared effective with respect to resales of the Senior Notes. 
On January 22, 2018, we commenced the exchange offer required by the Registration Rights Agreement. The exchange offer closed on February 23, 2018. We will not incur any additional indebtedness as a result of the exchange offer. As a result, we are not required to pay additional interest on the Senior Notes.

Debt Outstanding
Debt outstanding at MarchJune 30, 2018 and December 31, 2017 consisted of the following:
March 31,
2018
 December 31,
2017
June 30,
2018
 December 31,
2017
Long-Term Debt:      
Senior unsecured notes$300,000
 $300,000
$300,000
 $300,000
Credit facility borrowings76,000
 80,000
62,000
 80,000
Capital lease obligations3,416
 3,279
3,110
 3,279
Total Long-Term Debt379,416
 383,279
365,110
 383,279
Less: unamortized debt issuance costs(6,094) (6,440)(5,442) (6,440)
Less: current maturities of credit facility borrowings, net of debt issuance costs(1)
(29,460) (29,413)(29,611) (29,413)
Less: current maturities of capital lease obligations(1)
(1,442) (1,470)(1,358) (1,470)
Long-term portion$342,420
 $345,956
$328,699
 $345,956
(1) 
Current maturities of long-term debt include $30,000 of current maturities, less $540$389 of unamortized debt issuance costs, under our 2017 Credit Agreement and $1,442$1,358 of current maturities of capital lease obligations.
As of March 31,June 30, 2018, we had outstanding borrowings under our Senior Unsecured Notes of $300,000. We had outstanding borrowings under our 2017 Credit Agreement, totaling $56,000$42,000 under our term loan facility and $20,000 under our revolving facility, leaving $180,000 of unused borrowing capacity on our revolving facility. Although we are only required to make a minimum principal payment of $5,000$5,625 during the next year, we have both the intent and the ability to pay an additional $25,000$24,375 during the next year on our term loan facility. As such, we have classified $30,000 as current maturities of long-term debt. In addition, we had letters of credit and bank guarantees outstanding in the amount of $4,923,$5,929, leaving approximately $175,077$174,071 of unused borrowing capacity on our revolving facility. Commitment fees on unused lines of credit for the threesix months ended March 31,June 30, 2018 were $150.$302. The overall weighted average cost of debt is approximately 5.2% and, net of a related cross-currency swap instrument, is approximately 4.3%4.4%. Further details regarding the cross-currency swap instrument are discussed in Note 10.

9.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. However, the majority of our claims are paid out within the first six to nine 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 for the threesix months ended March 31,June 30, 2018 and 2017 were as follows:
Three Months EndedSix Months Ended
March 31June 30
2018 20172018 2017
Beginning balance$12,676
 $10,960
$12,676
 $10,960
Additions charged to expense3,334
 2,072
7,227
 5,815
Acquired warranty obligations
 384
Foreign currency fluctuations86
 50
(153) 154
Claims paid(3,288) (2,800)(6,491) (5,872)
Ending balance$12,808
 $10,282
$13,259
 $11,441
10.Derivatives
Hedge Accounting and Hedging Programs
We recognize all derivative instruments as either assets or liabilities in our Condensed 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.

Balance Sheet Hedging
Hedges of Foreign Currency Assets and Liabilities
We hedge portions of 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. At March 31,June 30, 2018 and December 31, 2017, the notional amounts of foreign currency forward exchange contracts outstanding not designated as hedging instruments were $56,269$51,067 and $60,858, respectively.
Cash Flow Hedging
Hedges of Forecasted Foreign Currency Transactions
In countries outside the U.S., we transact business in U.S. dollars and in various other currencies. We may use foreign exchange option contracts or forward contracts to hedge certain cash flow exposures resulting from changes in these foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities of up to one year. We enter into these foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenue in the normal course of business, and accordingly, they are not speculative in nature. The notional amounts of outstanding foreign currency forward contracts designated as cash flow hedges were $3,071$2,444 and $2,928 as of March 31,June 30, 2018 and December 31, 2017, respectively. The notional amounts of outstanding foreign currency option contracts designated as cash flow hedges were $8,410$8,851 and $8,619 as of March 31,June 30, 2018 and December 31, 2017, respectively.
Foreign Currency Derivatives
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 entered into Euro to U.S. dollar foreign exchange cross currency swaps for all of the anticipated cash flows associated with an intercompany loan from a wholly-ownedwholly owned European subsidiary. 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 March 31,June 30, 2018 and December 31, 2017 included €179,400€177,600 and €181,200 of total notional values, respectively. As of March 31,June 30, 2018 the aggregate scheduled interest payments over the course of the loan and related swaps amounted to €29,400.€27,600. The scheduled maturity and principal payment of the loan and related swaps of €150,000 are due in April 2022.

The fair value of derivative instruments on our Condensed Consolidated Balance Sheets as of March 31,June 30, 2018 and December 31, 2017 were as follows:
 March 31, 2018 December 31, 2017 June 30, 2018 December 31, 2017
 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives
Derivatives designated as hedging instruments:                
Foreign currency option contracts(1)
 $160
 $
 $86
 $
 $212
 $
 $86
 $
Foreign currency forward contracts(1)
 5,590
 41,224
 7,218
 34,961
 7,108
 31,189
 7,218
 34,961
Derivatives not designated as hedging instruments:                
Foreign currency forward contracts(1)
 $515
 $1,364
 $442
 $425
 $909
 $136
 $442
 $425
(1) 
Contracts that mature within the next 12 months are included in Other Current Assets and Other Current Liabilities for asset derivatives and liabilitiesliability derivatives, respectively, on our Condensed Consolidated Balance Sheets. Contracts with maturities greater than 12 months are included in Other Assets and Other Liabilities for asset derivatives and liability derivatives, respectively, in our Condensed Consolidated Balance Sheets. Amounts included in our Condensed Consolidated Balance Sheets are recorded net where a right of offset exists with the same derivative counterparty.
As of March 31,June 30, 2018, we anticipate reclassifying approximately $1,716$2,177 of lossesgains from Accumulated Other Comprehensive Loss to net earnings during the next 12 months.
The effect of foreign currency derivative instruments designated as cash flow hedges and of foreign currency derivative instruments not designated as hedges in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 was as follows:
  Three Months Ended Six Months Ended
  June 30, 2018 June 30, 2018
  Foreign Currency Option Contracts Foreign Currency Forward Contracts Foreign Currency Option Contracts Foreign Currency Forward Contracts
Derivatives in cash flow hedging relationships:        
Net gain recognized in Other Comprehensive (Loss) Income, net of tax(1)
 $33
 $9,373
 $49
 $3,676
Net (loss) gain reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Sales (43) 13
 (84) (1)
Net gain reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Interest Income 
 467
 
 858
Net gain reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Foreign Currency Transaction Losses 
 7,912
 
 3,985
Net gain recognized in earnings(2)
 1
 3
 8
 6
Derivatives not designated as hedging instruments:        
Net gain recognized in earnings(3)
 $
 $3,210
 $
 $1,832

The effect of foreign currency derivative instruments designated as cash flow hedges and of foreign currency derivative instruments not designated as hedges in our Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2018 was as follows:
  Three Months Ended
  March 31, 2018
  Foreign Currency Option Contracts Foreign Currency Forward Contracts
Derivatives in cash flow hedging relationships:    
Net gain (loss) recognized in Other Comprehensive Income (Loss), net of
tax(1)
 $16
 $(5,697)
Net loss reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Sales (41) (14)
Net gain reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Interest Income 
 391
Net loss reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Foreign Currency Transaction Losses 
 (3,927)
Net gain recognized in earnings(2)
 7
 3
Derivatives not designated as hedging instruments:    
Net loss recognized in earnings(3)
 $
 $(1,378)
The effect of foreign currency derivative instruments designated as cash flow hedges and of foreign currency derivative instruments not designated as hedges in our Condensed Consolidated Statements of Operations for the three months ended March 31,June 30, 2017 was as follows:
 Three Months Ended Three Months Ended Six Months Ended
 March 31, 2017 June 30, 2017 June 30, 2017
 Foreign Currency Option Contracts Foreign Currency Forward Contracts Foreign Currency Option Contracts Foreign Currency Forward Contracts Foreign Currency Option Contracts Foreign Currency Forward Contracts
Derivatives in cash flow hedging relationships:            
Net loss recognized in Other Comprehensive Income (Loss), net of tax(1)
 $(90) $(17) $(47) $(9,517) $(137) $(9,534)
Net loss reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Sales (42) (19)
Net gain (loss) reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Sales 43
 (83) 1
 (102)
Net gain reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Interest Income 
 449
 
 449
Net loss reclassified from Accumulated Other Comprehensive Loss into earnings, net of tax, effective portion to Net Foreign Currency Transaction Losses 
 (7,148) 
 (7,148)
Net (loss) gain recognized in earnings(2)
 (1) 2
 (4) 3
 (5) 5
Derivatives not designated as hedging instruments:            
Net loss recognized in earnings(3)
 $(1,132) $(1,368) $
 $(3,939) $(1,132) $(5,307)
(1) 
Net change in the fair value of the effective portion classified in Other Comprehensive Income (Loss). Income.
(2) 
Ineffective portion and amount excluded from effectiveness testing classified in Net Foreign Currency Transaction Losses.
(3) 
Classified in Net Foreign Currency Transaction Losses.

11.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 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 March 31,June 30, 2018 is as follows:
Fair
Value
 Level 1 Level 2 Level 3
Fair
Value
 Level 1 Level 2 Level 3
Assets:              
Foreign currency forward exchange contracts$6,105
 $
 $6,105
 $
$8,017
 $
 $8,017
 $
Foreign currency option contracts160
 
 160
 
212
 
 212
 
Total Assets$6,265
 $
 $6,265
 $
$8,229
 $
 $8,229
 $
Liabilities: 
  
  
  
 
  
  
  
Foreign currency forward exchange contracts$42,588
 $
 $42,588
 $
$31,325
 $
 $31,325
 $
Total Liabilities$42,588
 $
 $42,588
 $
$31,325
 $
 $31,325
 $

Our population of assets and liabilities subject to fair value measurements at December 31, 2017 is as follows:
 
Fair
Value
 Level 1 Level 2 Level 3
Assets:       
Foreign currency forward exchange contracts$7,660
 $
 $7,660
 $
Foreign currency option contracts86
 
 86
 
Total Assets$7,746
 $
 $7,746
 $
Liabilities: 
  
  
  
Foreign currency forward exchange contracts$35,386
 $
 $35,386
 $
Total Liabilities$35,386
 $
 $35,386
 $
Our foreign currency forward exchange and option contracts 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 foreign currency forward exchange and option contracts are discussed in Note 10.
The carrying amounts reported in the Condensed 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 market value of our Long-Term Debt approximates cost based on the borrowing rates currently available to us for bank loans with similar terms and remaining maturities.
From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets, goodwill and other intangible assets, as part of a business acquisition. These assets are measured and recognized at amounts equal to the fair value determined as of the date of acquisition. Fair value valuations are based on the information available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by us. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of assets and liabilities assumed as part of a business acquisition are based on valuations involving significant unobservable inputs, or Level 3, in the fair value hierarchy.

These assets are also subject to periodic impairment testing by comparing the respective carrying value of each asset to the estimated fair value of the reporting unit or asset group in which they reside. In the event we determine these assets to be impaired, we would recognize an impairment loss equal to the amount by which the carrying value of the reporting unit, impairment asset or asset group exceeds its estimated fair value. These periodic impairment tests utilize company-specific assumptions involving unobservable inputs, or Level 3, in the fair value hierarchy.
12.Retirement Benefit Plans
Our defined benefit pension plans and postretirement medical plan are described in Note 13 of our annual report on Form 10-K for the year ended December 31, 2017. We have contributed $114$37 and $269$287 during the second quarter of 2018 and $151 and $556 during the first quartersix months of 2018 to our pension plans and postretirement medical plan, respectively.

The components of the net periodic (benefit)benefit cost for the three and six months ended March 31,June 30, 2018 and 2017 were as follows:
 Three Months Ended Three Months Ended
 March 31 June 30
 Pension Benefits Postretirement Pension Benefits Postretirement
 U.S. Plans Non-U.S. Plans Medical Benefits U.S. Plans Non-U.S. Plans Medical Benefits
 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Service cost $
 $
 $37
 $24
 $14
 $20
 $
 $
 $35
 $24
 $14
 $20
Interest cost 11
 390
 71
 90
 75
 91
 11
 390
 87
 129
 75
 90
Expected return on plan assets 
 (585) (109) (96) 
 
 
 (586) (82) (101) 
 
Amortization of net actuarial loss 13
 10
 
 
 
 
 11
 11
 
 
 
 
Amortization of prior service cost 
 
 74
 47
 
 
 
 
 32
 49
 
 
Foreign currency 
 
 (71) (5) 
 
 
 
 (23) 234
 
 
Net periodic cost (benefit) 24
 (185) 2
 60
 89
 111
Net periodic cost (credit) 22
 (185) 49
 335
 89
 110
Settlement charge 50
 
 
 
 
 
 
 205
 
 
 
 
Net benefit cost (credit) $74
 $(185) $2
 $60
 $89
 $111
Net benefit cost $22
 $20
 $49
 $335
 $89
 $110
  Six Months Ended
  June 30
  Pension Benefits Postretirement
  U.S. Plans Non-U.S. Plans Medical Benefits
  2018 2017 2018 2017 2018 2017
Service cost $
 $
 $72
 $48
 $28
 $40
Interest cost 22
 780
 158
 219
 150
 181
Expected return on plan assets 
 (1,171) (191) (197) 
 
Amortization of net actuarial loss 24
 21
 
 
 
 
Amortization of prior service cost 
 
 106
 96
 
 
Foreign currency 
 
 (94) 229
 
 
Net periodic cost (credit) 46
 (370) 51
 395
 178
 221
Settlement charge 50
 205
 
 
 
 
Net benefit cost (credit) $96
 $(165) $51
 $395
 $178
 $221
13.Commitments and Contingencies
Certain operating leases for vehicles contain residual value guarantee provisions, which would become due at the expiration of the operating lease agreement if the fair value of the leased vehicles is less than the guaranteed residual value. As of March 31,June 30, 2018, of those leases that contain residual value guarantees, the aggregate residual value at lease expiration was $13,721,$13,790, of which we have guaranteed $11,228.$10,866. As of March 31,June 30, 2018, we have recorded a liability for the estimated end of term loss related to this residual value guarantee of $362$428 for certain vehicles within our fleet. Our fleet also contains vehicles we estimate will settle at a gain. Gains on these vehicles will be recognized at the end of the lease term.

14.Accumulated Other Comprehensive Loss
Components of Accumulated Other Comprehensive Loss, net of tax, within the Condensed Consolidated Balance Sheets, are as follows:
March 31, 2018 December 31, 2017June 30, 2018 December 31, 2017
Foreign currency translation adjustments$(7,414) $(15,778)$(26,626) $(15,778)
Pension and retiree medical benefits(1,679) (1,610)(1,671) (1,610)
Cash flow hedge(8,151) (4,935)(7,094) (4,935)
Total Accumulated Other Comprehensive Loss$(17,244) $(22,323)$(35,391) $(22,323)
The changes in components of Accumulated Other Comprehensive Loss, net of tax, are as follows:
Foreign Currency Translation Adjustments Pension and Post Retirement Benefits Cash Flow Hedge TotalForeign Currency Translation Adjustments Pension and Post Retirement Benefits Cash Flow Hedge Total
December 31, 2017$(15,778) $(1,610) $(4,935) $(22,323)$(15,778) $(1,610) $(4,935) $(22,323)
Other comprehensive income (loss) before reclassifications8,364
 19
 (5,681) 2,702
Other comprehensive (loss) income before reclassifications(10,848) 19
 3,725
 (7,104)
Amounts reclassified from Accumulated Other Comprehensive Loss
 49
 3,591
 3,640

 57
 (4,758) (4,701)
Adjustments to Accumulated Other Comprehensive Loss for disproportionate income tax effects recognized from the adoption of ASU 2018-02
 (137) (1,126) (1,263)
 (137) (1,126) (1,263)
Net current period other comprehensive income (loss)8,364
 (69) (3,216) 5,079
March 31, 2018$(7,414) $(1,679) $(8,151) $(17,244)
Net current period other comprehensive loss(10,848) (61) (2,159) (13,068)
June 30, 2018$(26,626) $(1,671) $(7,094) $(35,391)
15.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 2014 and, with limited exceptions, state and foreign income tax examinations for taxable years before 2013.
We recognize potential accrued interest and penalties related to unrecognized tax benefits in Income Tax Expense.Expense (Benefit). In addition to the liability of $7,032$6,628 for unrecognized tax benefits as of March 31,June 30, 2018, there was approximately $567$965 for accrued interest and penalties. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of March 31,June 30, 2018 was $6,863.$6,374. 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.Expense (Benefit).
We are currently under examination by the Internal Revenue Service for the 2015 tax year. Although the outcome of this matter cannot currently be determined, we believe adequate provision has been made for any potential unfavorable financial statement impact. We are currently undergoing income tax examinations in various state and foreign jurisdictions covering 2014 to 2016. Although the final outcome of these examinations cannot be currently determined, we believe that we have adequate reserves with respect to these examinations.
On December 22, 2017, the Tax Act was signed into law. The Tax Act made broad and complex changes to the U.S. tax code which includes a lowering of the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, accelerated expensing of qualified capital investments for a specific period, limitations of the deductibility of interest expense and executive compensation, and a transition from a worldwide to a territorial tax system, which requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries that is payable over eight years.subsidiaries.
ASC 740, Income Taxes, requires a company to record the effects of a tax law change in the period of enactment. ASU 2018-05 allows a company to record a provisional amount when it does not have the necessary information available, prepared or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

We recorded income tax expense of $1,077 in$363 during the firstsecond quarter of 2018, or 24.6%2.8% of earnings before income taxes. During the first six months of 2018, we recorded income tax expense of $1,440, or 8.2% of earnings before income taxes. This amount primarily reflects two items: (1) The Tax Act resulted in a lower tax rate beginning in the first quarter of 2018. This includes the estimated impacts of requiring a current inclusion in U.S. federal income of certain earnings of controlled foreign corporations, allowing a domestic corporation an immediate deduction in the U.S. taxable income for a portion of its foreign-derived intangible income, the base erosion anti-abuse tax, and limitations on the deductibility of executive compensation. These estimates had an immaterial impact on our effective income tax rate for 2018. We anticipate additional IRS guidance relative(2) During the second quarter of 2018, we realized two discrete tax benefits, totaling $3,295 resulting from the exercise during the quarter of soon-to-expire stock options and a favorable tax ruling from Italian tax authorities related to the impactsdeductibility of interest expense in Italy. We will continue to monitor and evaluate guidance and clarifications from the Internal Revenue Service as it relates to the Tax Act and will be forthcoming throughout 2018.refine these estimates as necessary.
16.Share-Based Compensation
Our share-based compensation plans are described in Note 17 of our annual report on Form 10-K for the year ended December 31, 2017. During the three months ended March 31,June 30, 2018 and 2017, we recognized total Share-Based Compensation Expense of $2,748$1,367 and $2,573,$1,049, respectively. During the six months ended June 30, 2018 and 2017, we recognized total Share-Based Compensation Expense of $4,115 and $3,622, respectively. The total excess tax benefit recognized for share-based compensation arrangements during the threesix months ended March 31,June 30, 2018 and 2017 was $27$1,827 and $402,$1,144, respectively.

During the first threesix months of 2018, we issued 16,377 restricted shares. The weighted average grant date fair value of each share awarded was $67.70. Restricted share awards generally have a three year vesting period from the effective date of the grant. The total fair value of shares vested during the threesix months ended March 31,June 30, 2018 and 2017 was $794$863 and $625,$1,250, respectively.
17.Earnings (Loss) Attributable to Tennant Company Per Share
The computations of Basic and Diluted Earnings (Loss) per Share were as follows:
Three Months EndedThree Months Ended Six Months Ended
March 31June 30 June 30
2018 20172018 2017 2018 2017
Numerator:          
Net Earnings (Loss) Attributable to Tennant Company$3,274
 $(3,957)$12,744
 $(2,591) $16,018
 $(6,548)
Denominator:          
Basic - Weighted Average Shares Outstanding17,790,989
 17,596,546
17,943,450
 17,693,102
 17,867,641
 17,645,090
Effect of dilutive securities:          
Share-based compensation plans454,370
 
428,088
 
 436,319
 
Diluted - Weighted Average Shares Outstanding18,245,359
 17,596,546
18,371,538
 17,693,102
 18,303,960
 17,645,090
Basic Earnings (Loss) per Share$0.18
 $(0.22)$0.71
 $(0.15) $0.90
 $(0.37)
Diluted Earnings (Loss) per Share$0.18
 $(0.22)$0.69
 $(0.15) $0.88
 $(0.37)
 
Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of 291,622186,833 and 663,306735,377 shares of common stock during the three months ended March 31,June 30, 2018 and 2017, respectively. Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of 311,907 and 716,401 shares of common stock during the six months ended June 30, 2018 and 2017, 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 are anti-dilutive.
18.Segment Reporting
We are organized into four operating segments: North America; Latin America; EMEA; and APAC. We combine our North America and Latin America operating segments into the “Americas” for reporting Net Sales by geographic area. In accordance with the objective and basic principles of the applicable accounting guidance, we aggregate our operating segments into one reportable segment that consists of the design, manufacture and sale of products used primarily in the maintenance of nonresidential surfaces.
Further disclosures regarding our net sales by geographic area are discussed in Note 3.

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-ownedwholly 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 (Loss) Income (Loss) for each of the three and six months ended March 31,June 30, 2018 and March 31,June 30, 2017, the related Condensed Consolidated Balance Sheets as of March 31,June 30, 2018 and December 31, 2017, and the related Condensed Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 2018 and March 31,June 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 March 31, 2018
For the three months ended June 30, 2018For the three months ended June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant CompanyParent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Sales$113,690
 $148,433
 $140,395
 $(129,671) $272,847
$126,293
 $163,865
 $151,074
 $(149,035) $292,197
Cost of Sales77,231
 123,125
 90,245
 (128,391) 162,210
85,053
 137,144
 100,255
 (149,054) 173,398
Gross Profit36,459
 25,308
 50,150
 (1,280) 110,637
41,240
 26,721
 50,819
 19
 118,799
 
  
  
     
  
  
    
Operating Expense:                  
Research and Development Expense6,107
 204
 1,685
 
 7,996
6,422
 342
 1,142
 
 7,906
Selling and Administrative Expense29,088
 19,717
 43,464
 
 92,269
28,625
 19,343
 43,896
 
 91,864
Total Operating Expense35,195
 19,921
 45,149
 
 100,265
35,047
 19,685
 45,038
 
 99,770
Profit from Operations1,264
 5,387
 5,001
 (1,280) 10,372
6,193
 7,036
 5,781
 19
 19,029
 
  
  
     
  
  
    
Other Income (Expense):                  
Equity in Earnings of Affiliates4,375
 506
 2,647
 (7,528) 
10,026
 588
 1,382
 (11,996) 
Interest (Expense) Income, Net(5,108) 
 121
 (9) (4,996)(5,388) 
 345
 (10) (5,053)
Intercompany Interest Income (Expense)3,725
 (1,422) (2,303) 
 
3,643
 (1,436) (2,207) 
 
Net Foreign Currency Transaction Gains (Losses)354
 (1) (1,102) 
 (749)
Net Foreign Currency Transaction (Losses) Gains(639) (5) 307
 
 (337)
Other (Expense) Income, Net(233) (591) 598
 (24) (250)(706) (546) 778
 (36) (510)
Total Other Income (Expense), Net3,113
 (1,508) (39) (7,561) (5,995)6,936
 (1,399) 605
 (12,042) (5,900)
                  
Profit (Loss) Before Income Taxes4,377
 3,879
 4,962
 (8,841) 4,377
Profit Before Income Taxes13,129
 5,637
 6,386
 (12,023) 13,129
Income Tax Expense (Benefit)1,077
 899
 1,589
 (2,488) 1,077
363
 1,391
 (19) (1,372) 363
Net Earnings (Loss) Including Noncontrolling Interest3,300
 2,980
 3,373
 (6,353) 3,300
Net Earnings Including Noncontrolling Interest12,766
 4,246
 6,405
 (10,651) 12,766
Net Earnings Attributable to Noncontrolling Interest26
 
 26
 (26) 26
22
 
 22
 (22) 22
Net Earnings (Loss) Attributable to Tennant Company$3,274
 $2,980
 $3,347
 $(6,327) $3,274
Net Earnings Attributable to Tennant Company$12,744
 $4,246
 $6,383
 $(10,629) $12,744

Condensed Consolidated Statement of Operations
For the three months ended March 31, 2017
For the six months ended June 30, 2018For the six months ended June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant CompanyParent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Sales$105,705
 $139,080
 $68,834
 $(122,560) $191,059
$239,983
 $312,298
 $291,469
 $(278,706) $565,044
Cost of Sales71,597
 112,732
 48,582
 (121,588) 111,323
162,284
 260,269
 190,500
 (277,445) 335,608
Gross Profit34,108
 26,348
 20,252
 (972) 79,736
77,699

52,029

100,969

(1,261) 229,436
 
  
  
     
  
  
    
Operating Expense:                  
Research and Development Expense7,946
 87
 413
 
 8,446
12,529
 546
 2,827
 
 15,902
Selling and Administrative Expense32,064
 20,072
 21,820
 
 73,956
57,713
 39,060
 87,360
 
 184,133
Total Operating Expense40,010
 20,159
 22,233
 
 82,402
70,242

39,606

90,187


 200,035
(Loss) Profit from Operations(5,902) 6,189
 (1,981) (972) (2,666)
Profit from Operations7,457

12,423

10,782

(1,261) 29,401
 
  
  
     
  
  
    
Other Income (Expense):                  
Equity in Earnings of Affiliates1,650
 329
 
 (1,979) 
14,401
 1,094
 4,029
 (19,524) 
Interest (Expense) Income, Net(764) 
 54
 
 (710)(10,496) 
 466
 (19) (10,049)
Intercompany Interest Income (Expense)1,469
 (1,428) (41) 
 
7,368
 (2,858) (4,510) 
 
Net Foreign Currency Transaction (Losses) Gains(837) 2
 (362) 
 (1,197)(285) (6) (795) 
 (1,086)
Other (Expense) Income, Net(157) (75) 264
 
 32
(939) (1,137) 1,376
 (60) (760)
Total Other Income (Expense), Net1,361
 (1,172) (85) (1,979) (1,875)10,049

(2,907)
566

(19,603)
(11,895)
                  
(Loss) Profit Before Income Taxes(4,541) 5,017
 (2,066) (2,951) (4,541)
Income Tax (Benefit) Expense(584) 1,571
 (1,024) (547) (584)
Net (Loss) Earnings$(3,957) $3,446
 $(1,042) $(2,404) $(3,957)
Profit Before Income Taxes17,506

9,516

11,348

(20,864)
17,506
Income Tax Expense1,440
 2,290
 1,570
 (3,860) 1,440
Net Earnings Including Noncontrolling Interest16,066

7,226

9,778

(17,004)
16,066
Net Earnings Attributable to Noncontrolling Interest48
 
 48
 (48) 48
Net Earnings Attributable to Tennant Company$16,018

$7,226

$9,730

$(16,956)
$16,018
Condensed Consolidated Statement of Comprehensive Income
For the three months ended March 31, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Earnings Including Noncontrolling Interest$3,300
 $2,980
 $3,373
 $(6,353) $3,300
Other Comprehensive Income (Loss):         
Foreign currency translation adjustments8,381
 (164) 7,853
 (7,689) 8,381
Pension and retiree medical benefits82
 
 19
 (19) 82
Cash flow hedge(2,715) 
 
 
 (2,715)
Income Taxes:         
Foreign currency translation adjustments(17) 
 (16) 16
 (17)
Pension and retiree medical benefits(151) 
 
 
 (151)
Cash flow hedge(501) 
 
 
 (501)
Total Other Comprehensive Income, net of tax5,079
 (164) 7,856
 (7,692) 5,079
          
Total Comprehensive Income Including Noncontrolling Interest8,379
 2,816
 11,229
 (14,045) 8,379
Comprehensive Income Attributable to Noncontrolling Interest26
 
 26
 (26) 26
Comprehensive Income Attributable to Tennant Company$8,353
 $2,816
 $11,203
 $(14,019) $8,353


Condensed Consolidated Statement of Comprehensive Income
For the three months ended March 31, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net (Loss) Earnings$(3,957) $3,446
 $(1,042) $(2,404) $(3,957)
Other Comprehensive Income (Loss):         
Foreign currency translation adjustments2,400
 101
 (20,697) 20,596
 2,400
Pension and retiree medical benefits10
 
 
 
 10
Cash flow hedge(73) 
 
 
 (73)
Income Taxes:         
Foreign currency translation adjustments
 
 
 
 
Pension and retiree medical benefits(18) 
 (14) 14
 (18)
Cash flow hedge27
 
 
 
 27
Total Other Comprehensive Income (Loss), net of tax2,346
 101
 (20,711) 20,610
 2,346
Comprehensive (Loss) Income$(1,611) $3,547
 $(21,753) $18,206
 $(1,611)
Condensed Consolidated Statement of Operations
For the three months ended June 30, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Sales$120,153
 $156,515
 $131,201
 $(137,078) $270,791
Cost of Sales82,182
 129,779
 91,844
 (137,568) 166,237
Gross Profit37,971
 26,736
 39,357
 490
 104,554
  
  
  
    
Operating Expense:         
Research and Development Expense6,579
 73
 1,234
 
 7,886
Selling and Administrative Expense30,135
 19,734
 37,457
 
 87,326
Total Operating Expense36,714
 19,807
 38,691
 
 95,212
Profit from Operations1,257
 6,929
 666
 490
 9,342
  
  
  
    
Other Income (Expense):         
Equity in Earnings of Affiliates3,145
 796
 
 (3,941) 
Interest (Expense) Income, Net(10,827) 
 (201) (12) (11,040)
Intercompany Interest Income (Expense)3,499
 (1,441) (2,058) 
 
Net Foreign Currency Transaction Gains (Losses)1,033
 (4) (1,365) 
 (336)
Other (Expense) Income, Net(525) (150) 326
 (35) (384)
Total Other Expense, Net(3,675) (799) (3,298) (3,988) (11,760)
          
(Loss) Profit Before Income Taxes(2,418) 6,130
 (2,632) (3,498) (2,418)
Income Tax Expense238
 1,898
 3,622
 (5,520) 238
Net (Loss) Earnings Including Noncontrolling Interest(2,656) 4,232
 (6,254) 2,022
 (2,656)
Net Loss Attributable to Noncontrolling Interest(65) 
 (65) 65
 (65)
Net (Loss) Earnings Attributable to Tennant Company$(2,591) $4,232
 $(6,189) $1,957
 $(2,591)

Condensed Consolidated Balance Sheet
As of March 31, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
ASSETS         
Current Assets:         
Cash and Cash Equivalents$14,767
 $2,078
 $37,156
 $
 $54,001
Restricted Cash
 
 645
 
 645
Net Receivables605
 85,079
 126,581
 
 212,265
Intercompany Receivables54,461
 131,279
 
 (185,740) 
Inventories32,287
 16,076
 102,161
 (10,234) 140,290
Prepaid Expenses11,781
 275
 9,481
 
 21,537
Other Current Assets3,864
 404
 1,674
 
 5,942
Total Current Assets117,765
 235,191
 277,698
 (195,974) 434,680
Property, Plant and Equipment224,426
 12,738
 149,966
 
 387,130
Accumulated Depreciation(148,975) (6,502) (53,727) 
 (209,204)
Property, Plant and Equipment, Net75,451
 6,236
 96,239
 
 177,926
Deferred Income Taxes2,178
 3,233
 9,421
 
 14,832
Investment in Affiliates408,509
 11,562
 22,260
 (442,331) 
Intercompany Loans314,905
 
 3,690
 (318,595) 
Goodwill12,869
 1,739
 181,557
 
 196,165
Intangible Assets, Net2,974
 2,862
 166,461
 
 172,297
Other Assets9,083
 (427) 11,346
 
 20,002
Total Assets$943,734
 $260,396
 $768,672
 $(956,900) $1,015,902
LIABILITIES AND TOTAL EQUITY         
Current Liabilities:         
Current Portion of Long-Term Debt$29,460
 $
 $1,442
 $
 $30,902
Accounts Payable42,583
 4,029
 56,090
 
 102,702
Intercompany Payables131,279
 1,360
 53,101
 (185,740) 
Employee Compensation and Benefits8,976
 8,194
 17,504
 
 34,674
Income Taxes Payable341
 
 2,459
 
 2,800
Other Current Liabilities27,447
 10,780
 32,066
 
 70,293
Total Current Liabilities240,086
 24,363
 162,662
 (185,740) 241,371
Long-Term Liabilities:         
Long-Term Debt340,447
 
 1,973
 
 342,420
Intercompany Loans3,690
 128,000
 186,905
 (318,595) 
Employee-Related Benefits12,576
 1,869
 8,949
 
 23,394
Deferred Income Taxes
 
 53,412
 
 53,412
Other Liabilities39,564
 2,669
 5,701
 
 47,934
Total Long-Term Liabilities396,277
 132,538
 256,940
 (318,595) 467,160
Total Liabilities636,363
 156,901
 419,602
 (504,335) 708,531
Equity:         
Common Stock6,717
 
 11,131
 (11,131) 6,717
Additional Paid-In Capital18,295
 77,551
 384,460
 (462,011) 18,295
Retained Earnings297,717
 26,777
 (17,872) (8,905) 297,717
Accumulated Other Comprehensive Loss(17,244) (833) (30,535) 31,368
 (17,244)
Total Tennant Company Shareholders' Equity305,485
 103,495
 347,184
 (450,679) 305,485
Noncontrolling Interest1,886
 
 1,886
 (1,886) 1,886
Total Equity307,371
 103,495
 349,070
 (452,565) 307,371
Total Liabilities and Total Equity$943,734
 $260,396
 $768,672
 $(956,900) $1,015,902
Condensed Consolidated Statement of Operations
For the six months ended June 30, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Sales$225,858
 $295,595
 $200,035
 $(259,638) $461,850
Cost of Sales153,779
 242,511
 140,426
 (259,156) 277,560
Gross Profit72,079

53,084

59,609

(482) 184,290
  
  
  
    
Operating Expense:         
Research and Development Expense14,525
 160
 1,647
 
 16,332
Selling and Administrative Expense62,199
 39,806
 59,277
 
 161,282
Total Operating Expense76,724
 39,966
 60,924
 
 177,614
(Loss) Profit from Operations(4,645) 13,118
 (1,315) (482) 6,676
  
  
  
    
Other Income (Expense):         
Equity in Earnings of Affiliates4,795
 1,125
 
 (5,920) 
Interest Expense, Net(11,591) 
 (147) (12) (11,750)
Intercompany Interest Income (Expense)4,968
 (2,869) (2,099) 
 
Net Foreign Currency Transaction Gains (Losses)196
 (2) (1,727) 
 (1,533)
Other (Expense) Income, Net(682) (225) 590
 (35) (352)
Total Other Expense, Net(2,314) (1,971) (3,383) (5,967) (13,635)
          
(Loss) Profit Before Income Taxes(6,959)
11,147

(4,698)
(6,449)
(6,959)
Income Tax (Benefit) Expense(346) 3,469
 2,598
 (6,067) (346)
Net (Loss) Earnings Including Noncontrolling Interest(6,613)
7,678

(7,296)
(382)
(6,613)
Net Loss Attributable to Noncontrolling Interest(65) 
 (65) 65
 (65)
Net (Loss) Earnings Attributable to Tennant Company$(6,548)
$7,678

$(7,231)
$(447)
$(6,548)


Condensed Consolidated Statement of Comprehensive (Loss) Income
For the three months ended June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Earnings Including Noncontrolling Interest$12,766
 $4,246
 $6,405
 $(10,651) $12,766
Other Comprehensive Loss:         
Foreign currency translation adjustments(19,473) (326) (24,292) 24,618
 (19,473)
Pension and retiree medical benefits11
 
 
 
 11
Cash flow hedge1,376
 
 
 
 1,376
Income Taxes:         
Foreign currency translation adjustments261
 
 260
 (260) 261
Pension and retiree medical benefits(3) 
 
 
 (3)
Cash flow hedge(319) 
 
 
 (319)
Total Other Comprehensive Loss, net of tax(18,147) (326) (24,032) 24,358
 (18,147)
          
Total Comprehensive (Loss) Income Including Noncontrolling Interest(5,381) 3,920
 (17,627) 13,707
 (5,381)
Comprehensive Income Attributable to Noncontrolling Interest22
 
 22
 (22) 22
Comprehensive (Loss) Income Attributable to Tennant Company$(5,403) $3,920
 $(17,649) $13,729
 $(5,403)
Condensed Consolidated Statement of Comprehensive (Loss) Income
For the six months ended June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net Earnings Including Noncontrolling Interest$16,066
 $7,226
 $9,778
 $(17,004) $16,066
Other Comprehensive Loss:         
Foreign currency translation adjustments(11,092) (490) (16,439) 16,929
 (11,092)
Pension and retiree medical benefits93
 
 19
 (19) 93
Cash flow hedge(1,339) 
 
 
 (1,339)
Income Taxes:         
Foreign currency translation adjustments244
 
 244
 (244) 244
Pension and retiree medical benefits(154) 
 
 
 (154)
Cash flow hedge(820) 
 
 
 (820)
Total Other Comprehensive Loss, net of tax(13,068)
(490)
(16,176)
16,666

(13,068)
          
Total Comprehensive Income (Loss) Including Noncontrolling Interest2,998

6,736

(6,398)
(338)
2,998
Comprehensive Income Attributable to Noncontrolling Interest48
 
 48
 (48) 48
Comprehensive Income (Loss) Attributable to Tennant Company$2,950

$6,736

$(6,446)
$(290)
$2,950


Condensed Consolidated Statement of Comprehensive (Loss) Income
For the three months ended June 30, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net (Loss) Earnings Including Noncontrolling Interest$(2,656) $4,232
 $(6,254) $2,022
 $(2,656)
Other Comprehensive Income (Loss):         
Foreign currency translation adjustments13,640
 303
 11,276
 (11,579) 13,640
Pension and retiree medical benefits152
 
 141
 (141) 152
Cash flow hedge(4,506) 
 
 
 (4,506)
Income Taxes:         
Foreign currency translation adjustments
 
 
 
 
Pension and retiree medical benefits(4) 
 
 
 (4)
Cash flow hedge1,681
 
 
 
 1,681
Total Other Comprehensive Income, net of tax10,963
 303
 11,417
 (11,720) 10,963
          
Total Comprehensive Income Including Noncontrolling Interest8,307
 4,535
 5,163
 (9,698) 8,307
Comprehensive (Loss) Income Attributable to Noncontrolling Interest(65) 
 65
 (65) (65)
Comprehensive Income Attributable to Tennant Company$8,372
 $4,535
 $5,098
 $(9,633) $8,372
Condensed Consolidated Statement of Comprehensive (Loss) Income
For the six months ended June 30, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
Net (Loss) Earnings Including Noncontrolling Interest$(6,613) $7,678
 $(7,296) $(382) $(6,613)
Other Comprehensive Income (Loss):         
Foreign currency translation adjustments16,040
 404
 (9,421) 9,017
 16,040
Pension and retiree medical benefits162
 
 141
 (141) 162
Cash flow hedge(4,579) 
 
 
 (4,579)
Income Taxes:         
Foreign currency translation adjustments
 
 
 
 
Pension and retiree medical benefits(22) 
 (14) 14
 (22)
Cash flow hedge1,708
 
 
 
 1,708
Total Other Comprehensive Income (Loss), net of tax13,309

404

(9,294)
8,890

13,309
          
Total Comprehensive Income (Loss) Including Noncontrolling Interest6,696

8,082

(16,590)
8,508

6,696
Comprehensive (Loss) Income Attributable to Noncontrolling Interest(65) 
 65
 (65) (65)
Comprehensive Income (Loss) Attributable to Tennant Company$6,761

$8,082

$(16,655)
$8,573

$6,761


Condensed Consolidated Balance Sheet
As of June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
ASSETS         
Current Assets:         
Cash and Cash Equivalents$18,998
 $1,858
 $33,045
 $
 $53,901
Restricted Cash
 
 543
 
 543
Net Receivables763
 92,295
 122,265
 
 215,323
Intercompany Receivables38,717
 134,113
 
 (172,830) 
Inventories37,145
 16,372
 96,099
 (10,210) 139,406
Prepaid Expenses16,567
 677
 10,138
 
 27,382
Other Current Assets4,790
 333
 3,584
 
 8,707
Total Current Assets116,980
 245,648
 265,674
 (183,040) 445,262
Property, Plant and Equipment226,599
 12,581
 142,427
 
 381,607
Accumulated Depreciation(153,143) (6,280) (53,202) 
 (212,625)
Property, Plant and Equipment, Net73,456
 6,301
 89,225
 
 168,982
Deferred Income Taxes1,970
 3,236
 8,515
 
 13,721
Investment in Affiliates398,205
 11,674
 18,732
 (428,611) 
Intercompany Loans304,630
 
 3,490
 (308,120) 
Goodwill12,869
 1,739
 171,107
 
 185,715
Intangible Assets, Net2,842
 2,791
 152,041
 
 157,674
Other Assets4,872
 
 9,858
 
 14,730
Total Assets$915,824
 $271,389
 $718,642
 $(919,771) $986,084
LIABILITIES AND TOTAL EQUITY         
Current Liabilities:         
Current Portion of Long-Term Debt$29,611
 $
 $1,358
 $
 $30,969
Accounts Payable43,558
 4,248
 55,796
 
 103,602
Intercompany Payables134,113
 2,311
 36,406
 (172,830) 
Employee Compensation and Benefits12,399
 11,553
 17,337
 
 41,289
Income Taxes Payable347
 
 2,462
 
 2,809
Other Current Liabilities22,317
 13,174
 31,262
 
 66,753
Total Current Liabilities242,345
 31,286
 144,621
 (172,830) 245,422
Long-Term Liabilities:         
Long-Term Debt326,948
 
 1,751
 
 328,699
Intercompany Loans3,490
 128,000
 176,630
 (308,120) 
Employee-Related Benefits12,197
 1,972
 8,414
 
 22,583
Deferred Income Taxes
 
 50,444
 
 50,444
Other Liabilities28,647
 2,715
 5,377
 
 36,739
Total Long-Term Liabilities371,282
 132,687
 242,616
 (308,120) 438,465
Total Liabilities613,627
 163,973
 387,237
 (480,950) 683,887
Equity:         
Common Stock6,778
 
 11,131
 (11,131) 6,778
Additional Paid-In Capital22,273
 77,551
 384,460
 (462,011) 22,273
Retained Earnings306,667
 31,024
 (11,489) (19,535) 306,667
Accumulated Other Comprehensive Loss(35,391) (1,159) (54,567) 55,726
 (35,391)
Total Tennant Company Shareholders' Equity300,327
 107,416
 329,535
 (436,951) 300,327
Noncontrolling Interest1,870
 
 1,870
 (1,870) 1,870
Total Equity302,197
 107,416
 331,405
 (438,821) 302,197
Total Liabilities and Total Equity$915,824
 $271,389
 $718,642
 $(919,771) $986,084

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 Receivables683
 88,629
 120,204
 
 209,516
Intercompany Receivables53,444
 133,778
 
 (187,222) 
Inventories29,450
 12,695
 94,542
 (8,993) 127,694
Prepaid Expenses8,774
 1,172
 9,405
 
 19,351
Other Current Assets4,030
 
 3,473
 
 7,503
Total Current Assets114,850
 236,781
 267,699
 (196,215) 423,115
Property, Plant and Equipment225,064
 12,155
 145,549
 
 382,768
Accumulated Depreciation(146,320) (6,333) (50,097) 
 (202,750)
Property, Plant and Equipment, Net78,744
 5,822
 95,452
 
 180,018
Deferred Income Taxes1,308
 2,669
 7,157
 
 11,134
Investment in Affiliates392,486
 11,273
 20,811
 (424,570) 
Intercompany Loans304,822
 
 4,983
 (309,805) 
Goodwill12,869
 1,739
 171,436
 
 186,044
Intangible Assets, Net2,105
 2,898
 167,344
 
 172,347
Other Assets10,363
 
 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 Payable39,927
 3,018
 53,137
 
 96,082
Intercompany Payables133,778
 1,963
 51,481
 (187,222) 
Employee Compensation and Benefits8,311
 10,355
 18,591
 
 37,257
Income Taxes Payable366
 
 2,472
 
 2,838
Other Current Liabilities20,183
 15,760
 33,504
 
 69,447
Total Current Liabilities231,978
 31,096
 160,655
 (187,222) 236,507
Long-Term Liabilities:         
Long-Term Debt344,147
 
 1,809
 
 345,956
Intercompany Loans
 128,000
 181,805
 (309,805) 
Employee-Related Benefits11,160
 3,992
 8,715
 
 23,867
Deferred Income Taxes
 
 53,225
 
 53,225
Other Liabilities31,788
 2,483
 1,677
 
 35,948
Total Long-Term Liabilities387,095
 134,475
 247,231
 (309,805) 458,996
Total Liabilities619,073
 165,571
 407,886
 (497,027) 695,503
Equity:         
Common Stock6,705
 
 11,131
 (11,131) 6,705
Additional Paid-In Capital15,089
 72,483
 384,460
 (456,943) 15,089
Retained Earnings297,032
 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' Equity296,503
 95,611
 335,981
 (431,592) 296,503
Noncontrolling Interest1,971
 
 1,971
 (1,971) 1,971
Total Equity298,474
 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 three months ended March 31, 2018
For the six months ended June 30, 2018For the six months ended June 30, 2018
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant CompanyParent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
OPERATING ACTIVITIES                  
Net Cash Provided by (Used in) Operating Activities$5,815
 $1,800
 $(2,076) $
 $5,539
$26,960
 $1,409
 $(2,405) $
 $25,964
INVESTING ACTIVITIES                  
Purchases of Property, Plant and Equipment(342) (229) (2,909) 
 (3,480)(2,288) (58) (5,380) 
 (7,726)
Proceeds from Disposals of Property, Plant and Equipment11
 
 5
 
 16
17
 
 85
 
 102
Proceeds from Principal Payments Received on Long-Term Note Receivable
 
 167
 
 167

 
 706
 
 706
Purchase of Intangible Asset(1,000) 
 
 
 (1,000)
Loan (Payments) Borrowings from Subsidiaries(1,294) 
 
 1,294
 
Purchase of Intangible Assets(1,000) 
 (195) 
 (1,195)
Loan Payments from Parent
 
 1,493
 (1,493) 
Net Cash Used in Investing Activities(2,625) (229) (2,737) 1,294
 (4,297)(3,271) (58) (3,291) (1,493) (8,113)
FINANCING ACTIVITIES                  
Loan Borrowings (Payments) from Parent
 
 1,294
 (1,294) 
Loan Payments to Subsidiaries(1,493) 
 
 1,493
 
Payments of Long-Term Debt(4,000) 
 (37) 
 (4,037)(18,000) 
 (133) 
 (18,133)
Change in Capital Lease Obligations
 
 81
 
 81

 
 59
 
 59
Proceeds from Issuances of Common Stock794
 
 
 
 794
3,724
 
 
 
 3,724
Dividends Paid(3,758) 
 
 
 (3,758)(7,553) 
 
 
 (7,553)
Net Cash (Used in) Provided by Financing Activities(6,964) 
 1,338
 (1,294) (6,920)(23,322) 
 (74) 1,493
 (21,903)
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash72
 
 1,201
 
 1,273
162
 
 (717) 
 (555)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(3,702) 1,571
 (2,274) 
 (4,405)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash529
 1,351
 (6,487) 
 (4,607)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period18,469
 507
 40,075
 
 59,051
18,469
 507
 40,075
 
 59,051
Cash, Cash Equivalents and Restricted Cash at End of Period$14,767
 $2,078
 $37,801
 $
 $54,646
$18,998
 $1,858
 $33,588
 $
 $54,444

Condensed Consolidated Statement of Cash Flows
For the three months ended March 31, 2017
For the six months ended June 30, 2017For the six months ended June 30, 2017
(in thousands)Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant CompanyParent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company
OPERATING ACTIVITIES                  
Net Cash (Used in) Provided by Operating Activities$(14,063) $438
 $2,516
 $
 $(11,109)$(29,401) $188
 $26,718
 $
 $(2,495)
INVESTING ACTIVITIES                  
Purchases of Property, Plant and Equipment(1,188) 
 (3,485) 
 (4,673)(4,639) 
 (4,506) 
 (9,145)
Proceeds from Disposals of Property, Plant and Equipment6
 
 47
 
 53
14
 
 2,414
 
 2,428
Issuance of Long-Term Note Receivable
 
 (1,500) 
 (1,500)
 
 (1,500) 
 (1,500)
Acquisition of Business, Net of Cash Acquired(304) 
 
 
 (304)
Acquisition of Businesses, Net of Cash Acquired(304) 
 (353,231) 
 (353,535)
Purchase of Intangible Asset(2,500) 
 
 
 (2,500)(2,500) 
 
 
 (2,500)
Change in Investments in Subsidiaries(3,500) 
 
 3,500
 
(193,639) 
 
 193,639
 
Loan Payments to Subsidiaries and Parent(159,780) 
 (1,771) 161,551
 
Net Cash Used in Investing Activities(7,486) 
 (4,938) 3,500
 (8,924)(360,848) 
 (358,594) 355,190
 (364,252)
FINANCING ACTIVITIES                  
Proceeds from Short-Term Debt300,000
 
 
 
 300,000
Repayments of Short-Term Debt(300,000) 
 
 
 (300,000)
Loan Borrowings from Subsidiaries and Parent1,771
 
 159,780
 (161,551) 
Change in Subsidiary Equity
 
 3,500
 (3,500) 

 
 193,639
 (193,639) 
Proceeds from Issuance of Long-Term Debt20,000
 
 
 
 20,000
440,000
 
 
 
 440,000
Payments of Long-Term Debt(11,143) 
 (8) 
 (11,151)(58,393) 
 (78) 
 (58,471)
Payments of Debt Issuance Costs(16,039) 
 
 
 (16,039)
Proceeds from Issuance of Common Stock1,655
 
 
 
 1,655
3,843
 
 
 
 3,843
Dividends Paid(3,722) 
 
 
 (3,722)(7,463) 
 
 
 (7,463)
Net Cash Provided by Financing Activities6,790
 
 3,492
 (3,500) 6,782
363,719
 
 353,341
 (355,190) 361,870
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash(102) 
 432
 
 330
(176) 
 1,051
 
 875
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(14,861) 438
 1,502
 
 (12,921)(26,706) 188
 22,516
 
 (4,002)
Cash, Cash Equivalents and Restricted Cash at Beginning of Period38,484
 226
 19,840
 
 58,550
38,484
 226
 19,840
 
 58,550
Cash, Cash Equivalents and Restricted Cash at End of Period$23,623
 $664
 $21,342
 $
 $45,629
$11,778
 $414
 $42,356
 $
 $54,548

20.Subsequent Event
On July 31, 2018, we sold assets of our subsidiary, Water Star, Inc., for $4,000. The sale had no material impact on our results of operations.
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. Tennant is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and outdoor cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, specialty surface coatings and asset management solutions. Tennant 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, parking lots and streets, 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.

Historical Results
The following table compares the historical results of operations for the three and six months ended March 31,June 30, 2018 and 2017, respectively, and as a percentage of Net Sales (in thousands, except per share data and percentages): 
Three Months EndedThree Months Ended Six Months Ended
March 31June 30 June 30
2018 % 2017 %2018 % 2017 % 2018 % 2017 %
Net Sales$272,847
 100.0
 $191,059
 100.0
$292,197
 100.0
 $270,791
 100.0
 $565,044
 100.0
 $461,850
 100.0
Cost of Sales162,210
 59.5
 111,323
 58.3
173,398
 59.3
 166,237
 61.4
 335,608
 59.4
 277,560
 60.1
Gross Profit110,637
 40.5
 79,736
 41.7
118,799
 40.7
 104,554
 38.6
 229,436
 40.6
 184,290
 39.9
Operating Expense: 
  
  
  
 
  
  
  
        
Research and Development Expense7,996
 2.9
 8,446
 4.4
7,906
 2.7
 7,886
 2.9
 15,902
 2.8
 16,332
 3.5
Selling and Administrative Expense92,269
 33.8
 73,956
 38.7
91,864
 31.4
 87,326
 32.2
 184,133
 32.6
 161,282
 34.9
Total Operating Expense100,265
 36.7
 82,402
 43.1
99,770
 34.1
 95,212
 35.2
 200,035
 35.4
 177,614
 38.5
Profit (Loss) from Operations10,372
 3.8
 (2,666) (1.4)
Profit from Operations19,029
 6.5
 9,342
 3.4
 29,401
 5.2
 6,676
 1.4
Other Income (Expense): 
  
  
  
 
  
  
  
        
Interest Income749
 0.3
 84
 
952
 0.3
 793
 0.3
 1,701
 0.3
 877
 0.2
Interest Expense(5,745) (2.1) (794) (0.4)(6,005) (2.1) (11,833) (4.4) (11,750) (2.1) (12,627) (2.7)
Net Foreign Currency Transaction Losses(749) (0.3) (1,197) (0.6)(337) (0.1) (336) (0.1) (1,086) (0.2) (1,533) (0.3)
Other (Expense) Income, Net(250) (0.1) 32
 
Other Expense, Net(510) (0.2) (384) (0.1) (760) (0.1) (352) (0.1)
Total Other Expense, Net(5,995) (2.2) (1,875) (1.0)(5,900) (2.0) (11,760) (4.3) (11,895) (2.1) (13,635) (3.0)
Profit (Loss) Before Income Taxes4,377
 1.6
 (4,541) (2.4)13,129
 4.5
 (2,418) (0.9) 17,506
 3.1
 (6,959) (1.5)
Income Tax Expense (Benefit)1,077
 0.4
 (584) (0.3)363
 0.1
 238
 0.1
 1,440
 0.3
 (346) (0.1)
Net Earnings (Loss) Including Noncontrolling Interest3,300
 1.2
 (3,957) (2.1)12,766
 4.4
 (2,656) (1.0) 16,066
 2.8
 (6,613) (1.4)
Net Earnings Attributable to Noncontrolling Interest26
 
 
 
Net Earnings (Loss) Attributable to Noncontrolling Interest22
 
 (65) 
 48
 
 (65) 
Net Earnings (Loss) Attributable to Tennant Company$3,274
 1.2
 $(3,957) (2.1)$12,744
 4.4
 $(2,591) (1.0) $16,018
 2.8
 $(6,548) (1.4)
Net Earnings (Loss) Attributable to Tennant Company per Share$0.18
   $(0.22)  
$0.69
   $(0.15)  
 $0.88
   $(0.37)  

Net Sales
Consolidated Net Sales for the firstsecond quarter of 2018 totaled $272.8$292.2 million, a 42.8%7.9% increase as compared to consolidated Net Sales of $191.1$270.8 million in the firstsecond quarter of 2017. Consolidated Net Sales for the first six months of 2018 totaled $565.0 million, a 22.3% increase as compared to consolidated Net Sales of $461.9 million the first six months of 2017.
The components of the consolidated Net Sales change for the three and six months ended March 31,June 30, 2018 as compared to the same periodperiods in 2017 were as follows:
2018 v. 2017
Three Months Ended
March 31
Organic Growth:
  Volume5.0%
  Price1.5%
Organic Growth6.5%
  Foreign Currency3.1%
  Acquisitions33.2%
Total42.8%
 2018 v. 2017
 Three Months Ended Six Months Ended
 June 30 June 30
Organic Growth:   
  Volume3.7% 4.3%
  Price1.5% 1.5%
Organic Growth5.2%
5.8%
  Foreign Currency2.7% 2.8%
  Acquisitions—% 13.7%
Total7.9% 22.3%
 
The 42.8%7.9% increase in consolidated Net Sales in the firstsecond quarter of 2018 as compared to the same period in 2017 was driven by:
33.2% from the second quarter 2017 acquisition of the IPC Group.

An organic sales increase of approximately 6.5%5.2%, which excludes the effects of foreign currency exchange and acquisitions, resulting from an approximate 5.0%3.7% volume increase and a 1.5% price increase. The volume increase was primarily due to broad-based equipment sales growth in the Americas and increased sales of commercial equipment in the Americas and EMEA regions,region, mostly attributed to strong sales through strategic accounts in these regions. These regions also experienced increased sales of parts and consumables as well as higher service sales. Sales of new products introduced within the past three years totaled 44%35% of equipment revenue for the firstsecond quarter of 2018, compared to 42%49% in the 2017 firstsecond quarter. The price increase was the result of selling price increases, which averaged 3% in most geographies, with an effective date of February 1, 2018. We expect the increase in selling prices to increase Net Sales in the range of 1% to 2% for the 2018 full year. The impact to gross margin is estimated to be minimal as these selling price increases were taken to offset inflation.
A favorable impact from foreign currency exchange of approximately 3.1%2.7%.
The 22.3% increase in consolidated Net Sales in the first six months of 2018 as compared to the same period in 2017 was driven by:
13.7% from the second quarter 2017 acquisition of the IPC Group.
An organic sales increase of approximately 5.8%, which excludes the effects of foreign currency exchange and acquisitions, resulting from an approximate 4.3% volume increase and a 1.5% price increase. The volume increase was primarily due to increased sales of commercial equipment in the Americas and EMEA regions, mostly attributed to strong sales through strategic accounts in these regions. These regions also experienced increased sales of parts and consumables as well as higher service sales. Sales of new products introduced within the past three years totaled 39% for the first six months of 2018, compared to 45% for the first six months of 2017. The price increase was the result of selling price increases, which averaged 3% in most geographies, with an effective date of February 1, 2018. We expect the increase in selling prices to increase Net Sales in the range of 1% to 2% for the 2018 full year. The impact to gross margin is estimated to be minimal as these selling price increases were taken to offset inflation.
A favorable impact from foreign currency exchange of approximately 2.8%.

The following table sets forth the Net Sales by geographic area for the three and six months ended March 31,June 30, 2018 and 2017 and the percentage change from the prior year (in thousands, except percentages):
 Three Months Ended Three Months Ended Six Months Ended
 March 31 June 30 June 30
 2018 2017 % 2018 2017 % 2018 2017 %
Americas $162,638
 $142,770
 13.9 $178,752
 $169,146
 5.7 $341,390
 $311,916
 9.4
Europe, Middle East and Africa 88,816
 33,276
 166.9 87,410
 77,356
 13.0 176,226
 110,632
 59.3
Asia Pacific 21,393
 15,013
 42.5 26,035
 24,289
 7.2 47,428
 39,302
 20.7
Total $272,847
 $191,059
 42.8 $292,197
 $270,791
 7.9 $565,044
 $461,850
 22.3
Americas
Net Sales in the Americas were $178.8 million for the second quarter of 2018, an increase of 5.7% from the second quarter of 2017. An unfavorable direct impact of foreign currency translation exchange effects within the Americas impacted Net Sales by approximately 0.3% in the second quarter of 2018. As a result, organic sales growth in the Americas favorably impacted Net Sales by approximately 6.0% due to strong equipment sales in North America resulting from increased sales to the strategic account and distribution channels, increased parts and service sales, primarily a result of improved productivity in our service organization, increased industrial equipment sales in South America and continued broad-based strength in Brazil.
Net Sales in the Americas were $162.6$341.4 million for the first quartersix months of 2018, an increase of 13.9%9.4% from the first quartersix months of 2017. The direct impact of the second quarter 2017 acquisition of the IPC Group favorably impacted Net Sales by approximately 5.5% 2.5%. In addition, a favorable direct impactan unfavorable impact of foreign currency translation exchange effects within the Americas impacted Net Sales by approximately 0.2% inapproximately 0.1% in the first quartersix months of 2018. As a result, organic sales growth in the Americas favorably impacted Net Sales by approximately 8.2%7.0% due to to strong equipment sales in North America resulting from increased sales to strategic accounts,all sales channels, and broad based sales growth in Brazil. The Americas also experienced increased parts and service sales in the first quartersix months of 2018, primarily a result of improved productivity in our service organization.
Europe, Middle East and Africa
EMEA Net Sales were $88.8$87.4 million for the firstsecond quarter of 2018, an increase of 166.9%13.0% from the firstsecond quarter of 2017. A favorable impact of foreign currency translation exchange effects within EMEA impacted Net Sales by approximately 9.4% in the second quarter of 2018. As a result, organic sales growth in EMEA favorably impacted Net Sales by approximately 3.6% due to strong sales growth in the France, Germany and Iberian markets from strong demand in the strategic account channel and strong scrubber and sweeper sales. Net Sales for the second quarter of 2018 were partially offset by lower sales in Italy.
EMEA Net Sales were $176.2 million for the first six months of 2018, an increase of 59.3% from the first six months of 2017. The direct impact of the second quarter 2017 acquisition of the IPC Group favorably impacted Net Sales by approximately 150.0%45.1%. In addition, a favorable impact of foreign currency translation exchange effects within EMEA impacted Net Sales by approximately 14.8%11.1% in the first quarterfirst six months of 2018. As a result, organic sales growth in EMEA favorably impacted Net Sales by approximately 2.1%3.1% due to strong sales growth in the France, the NetherlandsGermany and Iberian markets from strong demand in both the direct and strategic account channels beingand sales growth in The Netherlands from strong demand in both the direct and distribution channels. Net Sales for the first six months of 2018 were partially offset by lower sales in Italy and lower distribution sales in the Central and Eastern Europe/Middle East and Africa geographies.
Asia Pacific
APAC Net Sales were $21.4$26.0 million for the firstsecond quarter of 2018, an increase of 42.5%7.2% from the firstsecond quarter of 2017. A favorable direct impact of foreign currency translation exchange effects within APAC impacted Net Sales by approximately 2.1% in the second quarter of 2018. As a result, organic sales growth in APAC favorably impacted Net Sales by approximately 5.1% due to sales growth in Australia from strong sales through the strategic account channel.
APAC Net Sales were $47.4 million for the first six months of 2018, an increase of 20.7% from the first six months of 2017. The direct impact of the second quarter 2017 acquisition of the IPC Group favorably impacted Net Sales by approximately 37.1%14.2%. In addition, a favorable direct impact of foreign currency translation exchange effects within APAC impacted Net Sales by approximatelapproximatey 4.4%ly 3.0% in the first quartersix months of 2018. As a result, organic sales growth in APAC favorably impacted Net Sales by approximately 1.0%3.5% due to sales growth in Australia from strong sales through the direct and strategic account channels.

Gross Profit
Gross Profit margin of 40.7% was 120210 basis points lowerhigher in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017. Gross Profit margin was unfavorablyfavorably impacted by mixa $6.2 million, or approximately 230 basis points, fair value inventory step-up flow through related to our acquisition of sales from the IPC Group which negativelyin the second quarter of 2017 that did not repeat in the second quarter of 2018. In addition, Gross Profit margin was favorably impacted theby improved operational performance in both manufacturing and service resulting from our operational effectiveness strategies. These favorable Gross Profit margin rateimpacts were partially offset by approximately 66robust strategic account sales impacting our mix and manufacturing productivity issues associated with raw material and labor shortages as well as higher freight and logistics costs.
Gross Profit margin of 40.6% was 70 basis points higher in the first six months of 2018 compared to the first six months of 2017. Gross Profit margin was favorably impacted by a $6.2 million, or approximately 130 basis points, fair value inventory step-up flow through related to our acquisition of the IPC Group in first six months of 2017 that did not repeat in the first six months of 2018. In addition, Gross Profit margin was favorably impacted by improved operational performance in both manufacturing and a 40 basis point negative impact fromservice. These favorable Gross Profit margin impacts were partially offset by robust strategic account sales impacting our mix, manufacturing productivity issues associated with raw material and labor shortages and an inventory write down related to our Coatings business. In addition,
We expect the grossfull year Gross Profit margin rate was unfavorably impacted by mixto be approximately 41.0% of sales by channel and region, primarily resulting from higher sales through the strategic account channel in North America and EMEA. These decreases were partially offset by improved operational performance in both manufacturing and service.net sales.

Operating Expense
Research & Development Expense
Research and Development ("R&D") expense as a percentage of Net Sales was 2.9% for the first quarter of 2018. We continue to invest in developing innovative products and technologies and the advancement of detergent-free products, fleet management and other sustainable technologies. New products and product variants launched in the first quartersix months of 2018 included the T600 series of scrubbers. Later in 2018, we plan to introduce our first autonomous floor care machine.
Research and Development ("R&D&D") Expense decreased $0.5was $7.9 million, or 5.3%, in the first quarter of 20182.7% as compared to the first quarter of 2017. As a percentage of Net Sales, R&D Expense for the firstsecond quarter of 2018, decreased 150a decrease of 20 basis points compared to the firstsecond quarter of 2017. R&D Expense was $15.9 million, or 2.8% as a percentage of Net Sales, for the first six months of 2018, a decrease of 70 basis points compared to the first six months of 2017.
The decrease in R&D spending was primarily due toas a percentage of sales reflects the impact of 2018 higher revenue and the timing of anticipated project spendingspend in 2018, primarily resulting from the announcement of the company'sincluding investment in our strategic relationship with Brain Corp., to accelerate development of the company'sour autonomous floor cleaning technology. We expect the full year spending for R&D to be in the range ofapproximately 3.0% to 3.5% of net sales.
Selling & Administrative Expense
Selling and Administrative Expense ("S&A Expense") for the first quarterwas $91.9 million, an increase of 2018 increased by $18.3$4.5 million, or 24.8%5.2%, compared to the firstsecond quarter of 2017. As a percentage of Net Sales, S&A Expense for the firstsecond quarter of 2018 decreased 49080 basis points to 33.8%31.4% from 38.7%32.2% in the firstsecond quarter of 2017.
The decrease in S&A Expense as a percentage of Net Sales for the firstsecond quarter of 2018 compared to the same period in the prior year was primarily due to an $8.0 million restructuring charge, or 420 basis points, and $2.9$4.7 million of acquisition relatedand integration costs, or approximately 170 basis points, related to our acquisition of the IPC Group in the second quarter of 2017 that were higher than the $2.8 million of acquisition and integration costs, or 150approximately 100 basis points, taken in our 2017 first quarter S&A Expense that did not repeatrelated to the IPC Group recorded in the firstsecond quarter of 2018.
The favorable impact from these costs was partially offset by the unfavorable impactsimpact resulting from $5.5 million, or 200 basis points, and $1.0 million, or 40 basis points, ofan increase in amortization expense and acquisition costs, respectively, related to our acquisition of the IPC Group. In addition, S&A ExpenseGroup of $2.4 million, or approximately 80 basis points, for the firstsecond quarter of 2018 was unfavorably impacted by $1.2 million, or 50 basis points,compared to the second quarter of costs incurred for non-operational professional service fees.2017.
Excluding these costs, S&A Expense as a percentage of Net Sales was 20090 basis points lower in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017 due primarily to our continued balance of disciplined spending control with investments in key growth initiatives.
Profit (Loss) from Operations
Operating ProfitS&A Expense for the first quartersix months of 2018 was $10.4increased by $22.9 million, or 3.8%14.2%, compared to the first six months of 2017. As a percentage of Net Sales, comparedS&A Expense for the first six months of 2018 decreased 230 basis points to an Operating Loss32.6% from 34.9% in the first six months of $2.7 million, or (1.4)%2017.
The decrease in S&A Expense as a percentage of Net Sales for the first six months of 2018 compared to the same period in the first quarter of 2017.

Operating Profit for the first quarter of 2018prior year was $13.0 million higher than the Operating Loss recorded in the first quarter of 2017primarily due primarily to thean $8.0 million restructuring charge, taken in our 2017 first quarteror approximately 170 basis points, that did not repeat in the first quartersix months of 2018 and $2.92018. In addition, included in S&A Expense for the first six months of 2017 was $7.6 million of acquisition and integration costs, or approximately 160 basis points, related to our acquisition of the IPC Group that were included in S&A Expense forhigher than the first quarter of 2017. In addition, Operating Profit for the first quarter of 2018 was favorably impacted by operating profit obtained from the IPC acquisition, reduced expenses resulting from our 2017 restructuring charges and tight management of controllable costs. The favorable impact from these costs were partially offset by $5.5 million and $1.0$3.8 million of amortization expenseacquisition and acquisitionintegration costs, respectively,or approximately 70 basis points, related to our acquisition of the IPC Group and $1.2recorded in the first six months of 2018.

The favorable impact from these costs was partially offset by the unfavorable impact resulting from an increase in amortization expense related to our acquisition of the IPC Group of $7.9 million, or approximately 140 basis points, in the first six months of costs2018 compared to the first six months of 2017. S&A Expense was also unfavorably impacted by expenses incurred of $1.6 million for non-operational professional service fees.fees, or 30 basis points, in the first six months of 2018.
Excluding these costs, S&A Expense as a percentage of Net Sales was 140 basis points lower in the first six months of 2018 compared to the first six months of 2017 due primarily to our continued balance of disciplined spending control with investments in key growth initiatives.
Profit from Operations
Operating Profit for the second quarter of 2018 was $19.0 million, or 6.5% of Net Sales, compared to Operating Profit of $9.3 million, or 3.4% of Net Sales, in the second quarter of 2017. The second quarter of 2018 Operating Profit was $9.7 million higher than the Operating Profit recorded in the second quarter of 2017 primarily driven by $21.4 million of higher net sales and improved gross margin rate, partially offset by higher S&A Expense.
Operating Profit for the first six months of 2018 was $29.4 million, or 5.2% of Net Sales, compared to Operating Profit of $6.7 million, or 1.4% of Net Sales, in the first six months of 2017. Operating Profit for the first six months of 2018 was $22.7 million higher than the Operating Profit recorded in the first six months of 2017 due primarily to a $103.2 million increase in net sales as well as an improved gross margin rate, partially offset by higher S&A Expense.
Total Other Expense, Net
Interest Income
Interest Income was $0.7$1.0 million in the firstsecond quarter of 2018, relatively flat compared to Interest Income of $0.1$0.8 million in the firstsecond quarter of 2017. For the first six months of 2018, Interest Income was $1.7 million compared to Interest Income of $0.9 million in the first six months of 2017. The increase in the first quarter of 2018Interest Income was primarily due to interest income related to foreign currency swap activities.
Interest Expense
Interest Expense was $6.0 million in the second quarter of 2018 compared to Interest Expense of $11.8 million in the second quarter of 2017. For the first six months of 2018, Interest Expense was $11.8 million compared to Interest Expense of $12.6 million in the first six months of 2017. The lower Interest Expense in the second quarter and first quartersix months of 2018 was $5.7 million compared to $0.8 millionthe same periods in the first quarter of 2017. The higher Interest Expense in the first quarter of 20182017 was primarily due to a $6.2 million charge to expense the debt issuance costs for loans which were refinanced or repaid in the second quarter of 2017 that did not repeat in 2018, partially offset by carrying a higher level of debt on our Condensed Consolidated Balance Sheets as a resultthroughout the first six months of our acquisition of2018 compared to the IPC Groupsame period in the second quarter of 2017.

Net Foreign Currency Transaction Losses
Net Foreign Currency Transaction Losses in the firstsecond quarter of 2018 and 2017 were $0.7$0.3 million. For the first six months of 2018, Net Foreign Currency Transaction Losses were $1.1 million compared to Net Foreign Currency Transaction Losses of $1.2$1.5 million in the first quartersix months of 2017. The unfavorablefavorable change in the impact from foreign currency transactions in the first quarter 2018 was primarily due to fluctuations in foreign currency rates, specifically between the Euro, Mexican peso and U.S. dollar, and settlementssix months of transactional hedging activity in the normal course of business. The foreign currency loss in the first quarter of 20172018 was primarily due to a $1.1 million mark-to-market adjustment of a foreign exchange call option held in connection with our acquisition of IPC Group in April 2017.2017 that did not repeat in 2018.
Other (Expense) Income,Expense, Net
ThereOther Expense, Net was no significant change in Other (Expense) Income, Net$0.5 million and $0.8 million in the second quarter and first quarter six months of 2018, respectively, relatively flat compared to the same periodperiods in 2017.
Profit (Loss) Before Income Taxes
Profit (Loss) Before Income Taxes for the firstsecond quarter of 2018 increased $8.9was $13.1 million, an increase of $15.5 million compared to the firstsecond quarter of 2017. Profit (Loss) Before Income Taxes for the first six months of 2018 was $17.5 million, an increase of $24.5 million compared to the first six months of 2017. The increase resulted primarily from higher operating profit, partially offset by higher interest expense.Operating Profit in the second quarter and first six months of 2018 compared to the same periods in 2017.
Income Taxes
The effective tax rate in the firstsecond quarter of 2018 was 24.6%, as2.8% compared to the effective tax rate in the firstsecond quarter of the prior year of 12.9%(9.8%).
The nettax expense for the second quarter of 2018 included a $0.7 million tax benefit associated with $2.8 million of acquisition and integration related costs associated with our acquisition of the IPC Group and a $0.1 million tax benefit associated with $0.3 million of costs related to non-operational professional service fees. These special items impacted the second quarter 2018 effective tax rate by (4.0%).

The effective tax rate in the second quarter of 2017 was (9.8%). The tax expense for the firstsecond quarter of 2017 included a $2.2$2.3 million tax benefit associated with an $8.0 million restructuring charge and a $0.4 million tax benefit associated with $4.0$10.9 million of acquisition costs and financing costs related to our acquisition of the IPC Group acquisition. Excluding theseand a $1.7 million tax benefit associated with $6.2 million of expense for the inventory step-up flow through related to our acquisition of the IPC Group. These special items impacted the firstsecond quarter 2017 overall2018 effective tax rate would have been 27.7%by (38.9%).
The decrease in the overall effective tax rate to 24.6% in 2018 compared to 27.7% in 2017, excludingExcluding these special items, wasthe rate decreased due primarily related to the mix in expected full year taxable earnings by country, discrete tax expense related to exercised stock options, a favorable tax ruling with the Italian tax authorities in connection with the acquisition of IPC Group and to the reduction in the U.S. federal income tax rate in the Tax Act.
The year-to-date overall effective tax rate was 8.2% for 2018 compared to 5.0% for 2017. The 2018 special items impacted the year-to-date overall effective tax rate by (3.8%). The 2017 special items impacted the year-to-date overall effective tax rate by (23.7%).
Excluding these special items, the rate decreased due primarily to the mix in expected full year taxable earnings by country, discrete tax expense related to the exercise of soon-to-expire stock options, favorable tax ruling from the Italian tax authorities related to the deductibility of interest expense in Italy and to the reduction in the U.S. federal income tax rate in the Tax Act.
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 and that position has not changed following incurring the transition tax under the Tax Act. 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.
Net Earnings (Loss) and Net Earnings (Loss) Per Share
Net Earnings (Loss) for the firstsecond quarter of 2018 were $3.312.7 million, or $0.180.69 per diluted share, compared to $(4.0)(2.6) million, or $(0.22)(0.15) per diluted share, for the firstsecond quarter of 2017. Net Earnings (Loss) were impactimpacted by:
an increase in Net Sales of 42.8%7.9% in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017;
gross profit margin declineimprovement of 120210 basis points in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017;
a 490an 80 basis point decrease in S&A Expense as a percentage of Net Sales in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017; and
an unfavorablea favorable impact of $5.0from a $5.8 million fromdecrease in Interest Expense in the firstsecond quarter of 2018 compared to the firstsecond quarter of 2017.
Net Earnings (Loss) for the first six months of 2018 were $16.0 million, or $0.88 per diluted share, compared to $(6.5) million, or $(0.37) per diluted share, for the first six months of 2017. Net Earnings (Loss) were impacted by:
an increase in Net Sales of 22.3% in the first six months of 2018 compared to the first six months of 2017;
gross profit margin improvement of 70 basis points in the first six months of 2018 compared to the first six months of 2017; and
a 230 basis point decrease in S&A Expense as a percentage of Net Sales in the first six months of 2018 compared to the first six months of 2017.
Liquidity and Capital Resources
Liquidity
Cash and Cash Equivalents totaled $54.0$53.9 million at March 31,June 30, 2018, as compared to $58.4 million as of December 31, 2017. Wherever possible, cash management is centralized and intercompany financing is used to provide working capital to subsidiaries as needed. Our current ratio was 1.8 as of March 31,June 30, 2018 and December 31, 2017, and our working capital was $193.3$199.8 million and $186.6 million, respectively. Our debt-to-capital ratio was 55.0%54.5% as of March 31,June 30, 2018, compared withto 56.0% as of December 31, 2017.

Cash Flow Summary
Cash provided by (used in) our operating, investing and financing activities is summarized as follows (in thousands):
Three Months EndedSix Months Ended
March 31June 30
2018 20172018 2017
Operating Activities$5,539
 $(11,109)$25,964
 $(2,495)
Investing Activities:      
Purchases of Property, Plant and Equipment, Net of Disposals(3,464) (4,620)(7,624) (6,717)
Proceeds from Principal Payments Received on Long-Term Note Receivable167
 
706
 
Issuance of Long-Term Note Receivable
 (1,500)
 (1,500)
Acquisition of Business, Net of Cash Acquired
 (304)
Purchase of Intangible Asset(1,000) (2,500)
Acquisition of Business, Net of Cash, Cash Equivalents and Restricted Cash Acquired
 (353,535)
Purchase of Intangible Assets(1,195) (2,500)
Financing Activities(6,920) 6,782
(21,903) 361,870
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash

1,273
 330
(555) 875
Net Decrease in Cash, Cash Equivalents and Restricted Cash$(4,405) $(12,921)$(4,607) $(4,002)
Operating Activities
Operating Activities provided $5.5$26.0 million of cash for the threesix months ended March 31,June 30, 2018. Cash provided by operating activities was driven primarily by cash inflows from Adjusted Net Earningsadjusted net earnings of $17.8$42.8 million, and an increase in Accounts Payable of $5.7$9.8 million resulting from timing of payments.payments and a $4.1 million increase in Employee Compensation and Benefits liabilities. These cash inflows were offset by cash outflows resulting from an increase in Inventories of $10.8$17.0 million to support future sales growth and a $3.4$6.8 million decrease in Employee Compensation and Benefits liabilities.
Operating Activities used $11.1 million of cash for the three months ended March 31, 2017. Cash used in operating activities was driven primarily by a decrease in Employee Compensation and Benefits of $13.6 million due to payment of accrued employee incentives and an increase in Inventories of $8.6 million to support anticipated revenue growth. These cash outflows were partially offset by cash inflows resulting from a decrease in Accounts Receivable of $12.4 million resulting from higher sales levels, the variety of payment terms offered and mix of business.
Operating Activities used $2.5 million of cash for the six months ended June 30, 2017. Cash used in operating activities was driven primarily by an increase in Inventories of $9.9 million to support future sales growth, a decrease in Employee Compensation and Benefits of $8.3 million due to payment of accrued employee incentives and a $6.0 million increase in Accounts Receivable resulting from higher sales levels, the variety of payment terms offered and mix of business. These cash outflows were partially offset by cash inflows resulting from adjusted net earnings of $19.4 million and an increase in Accounts Payable of $6.2 million resulting from timing of payments.
Two metrics used by management to evaluate how effectively we utilize our net assets are "Accounts Receivable Days Sales OutstandingOutstanding" ("DSO") and "Days Inventory on Hand" ("DIOH"), on a first-in, first-out ("FIFO") basis. The metrics are calculated on a rolling three month basis in order to more readily reflect changing trends in the business. These metrics for the quarters ended March 31,June 30, 2018 and December 31, 2017 were as follows (in days):
March 31,
2018
 December 31,
2017
June 30,
2018
 December 31,
2017
DSO65 6364 63
DIOH98 9692 96
As of March 31,June 30, 2018, DSO increased two days asone day compared to December 31, 2017 primarily due to mix of business, partially offset by the trend of continued proactive management of our receivables by enforcing tighter credit limits and continuing to successfully collect past due balances.
As of March 31,June 30, 2018, DIOH increased twodecreased four days as compared to December 31, 2017 primarily due to progress from inventory reduction initiatives, somewhat offset by increased levels of inventory in support of higher anticipated sales levels and launches of new products.
Investing Activities
Investing activities during the threesix months ended March 31,June 30, 2018 used $4.3$8.1 million. We used $3.5$7.6 million for net capital expenditures. Net capital expenditures included investments in information technology process improvement projects, tooling related to new product development and manufacturing equipment. We also used $1.0$1.2 million to purchase a technology license.license and other intangibles.

Investing activities during the threesix months ended March 31,June 30, 2017 used $8.9$364.3 million. We used $4.6$353.5 million in relation to our acquisition of the IPC Group and the final installment payment for the acquisition of the Florock brand. In addition, we used $6.7 million and $2.5 million for net capital expenditures and for the purchase of the distribution rights to sell the i-mop, respectively. Net capital expenditures included investments in information technology process improvement projects, tooling related to new product development and manufacturing equipment. We also used $1.5 million as a result of a loan to i-team North America B.V., a joint venture that operates as the distributor of the i-mop in North America. In addition, we used $0.3 million in relation to our final installment payment for the acquisition of the Florock brand. Net capital expenditures included investments in information technology process improvement projects, tooling related to new product development and manufacturing equipment.
Financing Activities
Net cash used in financing activities was $6.9$21.9 million during the first threesix months of 2018. Dividend payments used $3.8 million and the paymentsPayments of Long-Term Debt used $4.0$18.1 million and dividend payments used $7.6 million, partially offset by proceeds from the issuance of Common Stock of $0.8$3.7 million.
Net cash provided by financing activities was $6.8$361.9 million during the first threesix months of 2017. Proceeds from the incurrence of Long-Term Debt and the issuance of Common Stock provided $20.0$440.0 million and $1.7$3.8 million, respectively. These cash inflows were partially offset by cash outflows resulting from $11.2$58.5 million of Long-Term Debt payments, $16.0 million related to payments of debt issuance costs and dividend payments of $3.7$7.5 million.
Newly Issued Accounting Guidance
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU changes current U.S. GAAP for lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. Under the new guidance, lessor accounting is largely unchanged. The amendments in this ASU are effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period, which is our fiscal 2019. Early application is permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The transition approach would not require any transition accounting for leases that expired before the earliest comparative period presented. A full retrospective transition approach is prohibited for both lessees and lessors. We will adopt this ASU beginning in 2019. We are currently evaluating the impact of this amended guidance on our consolidated financial statements and related disclosures.
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: our ability to effectively manage organizational changes; our ability to attract, retain and develop key personnel and create effective succession planning strategies; the competition in our business; fluctuations in the cost, quality, or availability of raw materials and purchased components; our ability to successfully upgrade and evolve our information technology systems; our ability to develop and commercialize new innovative products and services; our ability to integrate acquisitions, including IPC; our ability to generate sufficient cash to satisfy our debt obligations; geopolitical and economic uncertainty throughout the world; our ability to successfully protect our information technology systems from cyber security risks; the occurrence of a significant business interruption; our ability to comply with laws and regulations; the potential disruption of our business from actions of activist investors or others; the relative strength of the U.S. dollar, which affects the cost of our materials and products purchased and sold internationally; unforeseen product liability claims or product quality issues; and our internal control over financial reporting risks resulting from our acquisition of IPC.the IPC Group. 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, 2017 and Part II, Item 1A of this Form 10-Q.
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.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk since December 31, 2017. For additional information, refer to Item 7A of our 2017 annual report on Form 10-K for the year ended December 31, 2017.

Item 4.Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Principal Financial and Accounting Officer, have evaluated the effectiveness of our disclosure controls and procedures as of March 31,June 30, 2018 (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
We are inhave completed the processdocumentation, design and implementation of documenting, designing and implementing internal controls over financial reporting at our acquired entity, the IPC Group.
Other than the change described above, 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.
PART II – OTHER INFORMATION
Item 1.Legal Proceedings
There are no material pending legal proceedings other than ordinary routine litigation incidental to our business.
Item 1A. Risk Factors
We documented our risk factors in Item 1A of Part I of our annual report on Form 10-K for the fiscal year ended December 31, 2017. There have been no material changes to our risk factors since the filing of that report.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
On October 31, 2016, the Board of Directors authorized the repurchase of an additional 1,000,000 shares of our common stock. This is in addition to the 392,892 shares remaining under our prior repurchase program. Share repurchases are made from time to time in the open market or through privately negotiated transactions, primarily to offset the dilutive effect of shares issued through our share-based compensation programs. As of March 31,June 30, 2018, our 2017 Credit Agreement restricts the payment of dividends or repurchasing of 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, in such case limiting such payments to an amount ranging from $50.0 million to $75.0 million during any fiscal year based on our leverage ratio after giving effect to such payment. Our Senior Notes due 2025 also contain certain restrictions, which are generally less restrictive than those contained in the 2017 Credit Agreement.
For the Quarter Ended March 31, 2018 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid Per Share
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2018 68
 $72.65
 
 1,393,965
February 1 - 28, 2018 3,903
 67.70
 
 1,393,965
March 1 - 31, 2018 1,253
 66.07
 1,073
 1,392,892
Total 5,224
 $67.37
 1,073
 1,392,892
For the Quarter Ended June 30, 2018 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid Per Share
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - 30, 2018 3,360
 $64.47
 
 1,392,892
May 1 - 31, 2018 
 
 
 1,392,892
June 1 - 30, 2018 
 
 
 1,392,892
Total 3,360
 $64.47
 
 1,392,892
(1) 
Includes 4,1513,360 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.Exhibits
Item # Description Method of Filing
3i
  Incorporated by reference to Exhibit 3i to the Company’s report on Form 10-Q for the quarterly period ended June 30, 2006.
3ii
  Incorporated by reference to Exhibit 3iii to the Company’s Form 8-K dated December 14, 2010.
3iii
  Filed herewith electronically.Incorporated by reference to Exhibit 3iii to the Company's report on Form 10-Q for the quarterly period ended March 31, 2018.
4.1
  Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed April 24, 2017.
10.1
Filed herewith electronically.
31.1
  Filed herewith electronically.
31.2
  Filed herewith electronically.
32.1
  Filed herewith electronically.
32.2
  Filed herewith electronically.
101
 The following financial information from Tennant Company's Quarterly Report on Form 10-Q for the period ended March 31,June 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Statements of Operations for the three and six months ended March 31,June 30, 2018 and 2017; (ii) Condensed Consolidated Statements of Comprehensive (Loss) Income (Loss) for the three and six months ended March 31,June 30, 2018 and 2017; (iii) Condensed Consolidated Balance Sheets as of March 31,June 30, 2018 and December 31, 2017; (iv) Condensed Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 2018 and 2017; and (v) Notes to the Condensed Consolidated Financial Statements. Filed herewith electronically.

SIGNATURES
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.
    TENNANT COMPANY
     
Date: MayAugust 1, 2018 /s/ H. Chris Killingstad
    
H. Chris Killingstad
President and Chief Executive Officer
         
Date: MayAugust 1, 2018 /s/ Thomas Paulson
    
Thomas Paulson
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 


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