UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022

	☐	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

TENNANT COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0572550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10400 Clean Street

Eden Prairie, Minnesota 55344

(Address of principal executive offices)

(Zip Code)

(763) 540-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.375 per share		TNC		New York Stock Exchange

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.

Yes

☑

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☑

☐

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 filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	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

☐

☑

As of July ~~23, 2021,~~29, 2022, there were ~~18,669,306~~18,589,715 shares of ~~Common Stock~~common stock outstanding.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Equity	76
	Notes to Consolidated Financial Statements	87
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6.	Exhibits	24
Signatures		25

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	*Three Months Ended*						*Six Months Ended*						*Three Months Ended*						*Six Months Ended*
(In millions, except shares and per share data)	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2021*			*2020*			*2021*			*2020*			*2022*			*2021*			*2022*			*2021*
Net sales	$	279.1		$	214.0		$	542.4		$	466.1		$	280.2		$	279.1		$	538.3		$	542.4
Cost of sales		164.2			124.5			314.2			273.8			174.1			164.2			333.3			314.2
Gross profit		114.9			89.5			228.2			192.3			106.1			114.9			205.0			228.2
Selling and administrative expense														79.1			86.2			155.7			165.6
Research and development expense		8.3			6.6			15.7			14.0			7.9			8.3			15.6			15.7
Selling and administrative expense		86.2			60.0			155.8			141.0
Gain on sale of assets														(3.7	)		0			(3.7	)		(9.8	)
Operating income		20.4			22.9			56.7			37.3			22.8			20.4			37.4			56.7
Interest expense, net		(2.1	)		(4.8	)		(6.0	)		(9.0	)		(1.2	)		(2.1	)		(1.5	)		(6.0	)
Net foreign currency transaction gain (loss)		0			0			0.5			(4.1	)
Net foreign currency transaction (loss) gain														(1.0	)		0			(0.4	)		0.5
Loss on extinguishment of debt		(11.3	)		0			(11.3	)		0			0			(11.3	)		0			(11.3	)
Other income (expense), net		0.2			(0.2	)		0.3			0
Other (expense) income, net														(0.3	)		0.2			(0.5	)		0.3
Income before income taxes		7.2			17.9			40.2			24.2			20.3			7.2			35.0			40.2
Income tax (benefit) expense		(2.6	)		3.6			4.7			4.7
Net income including noncontrolling interest		9.8			14.3			35.5			19.5
Net income attributable to Tennant Company	$	9.8		$	14.3		$	35.5		$	19.5
Income tax expense (benefit)														3.7			(2.6	)		8.1			4.7
Net income													$	16.6		$	9.8		$	26.9		$	35.5

Net income attributable to Tennant Company per share
Net income per share
Basic	$	0.53		$	0.78		$	1.92		$	1.06		$	0.90		$	0.53		$	1.46		$	1.92
Diluted	$	0.51		$	0.77		$	1.88		$	1.05		$	0.89		$	0.51		$	1.44		$	1.88

Weighted average shares outstanding
Basic		18,547,276			18,347,189			18,501,930			18,317,003			18,507,073			18,547,276			18,485,367			18,501,930
Diluted		18,931,703			18,584,693			18,879,616			18,614,527			18,683,798			18,931,703			18,735,913			18,879,616

~~See accompanying notes to consolidated financial statements.~~

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended

Six Months Ended

(In millions)

June 30,

June 30,

2021

2020

2021

2020

Net income including noncontrolling interest
$ 9.8 $ 14.3 $ 35.5 $ 19.5
Other comprehensive income (loss):

Foreign currency translation adjustments (net of related tax benefit (expense) of $(0.3) million, $0.7 million, $(0.2) million and $0.7 million, respectively)
4.9 4.5 (5.8 ) (6.8 )
Pension and postretirement medical benefits (net of related tax benefit of $0.1 million, $0 million, $0.1 million, and $0 million, respectively)
0.1 0 0.1 0
Cash flow hedge (net of related tax benefit (expense) of $0 million, $0.1 million, $0 million, and $(1.0) million, respectively)
(0.1 ) (0.4 ) (0.1 ) 3.3
Total other comprehensive income (loss), net of tax
4.9 4.1 (5.8 ) (3.5 )

Total comprehensive income including noncontrolling interest
14.7 18.4 29.7 16.0
Comprehensive income attributable to Tennant Company
$ 14.7 $ 18.4 $ 29.7 $ 16.0

	*Three Months Ended*						*Six Months Ended*
(In millions)	*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*
Net income	$	16.6		$	9.8		$	26.9		$	35.5
Other comprehensive (loss) income:
Foreign currency translation adjustments (net of related tax expense of $1.0, $0.3, $1.4, and $0.2, respectively)		(16.9	)		4.9			(20.7	)		(5.8	)
Pension and postretirement medical benefits (net of related tax benefit of $0, $0.1, $0, and $0.1, respectively)		0			0.1			0			0.1
Cash flow hedge (net of related tax expense of $0.3, $0, $0.2, and $0, respectively)		0.8			(0.1	)		0.6			(0.1	)
Total other comprehensive (loss) income, net of tax		(16.1	)		4.9			(20.1	)		(5.8	)

Comprehensive income	$	0.5		$	14.7		$	6.8		$	29.7

See accompanying notes to consolidated financial statements.

Table of Contents

TENNANT COMPANY

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	*June 30,*			*December 31,*			(Unaudited)
(In millions, except shares and per share data)	*2021*			*2020*			*June 30,*			*December 31,*
							*2022*			*2021*
ASSETS
Cash, cash equivalents, and restricted cash	$	135.1		$	141.0		$	73.8		$	123.6
Receivables, less allowances of $5.1 and $4.6, respectively		207.6			199.9
Receivables, less allowances of $5.3 and $5.3, respectively								215.7			211.4
Inventories		148.2			127.7			188.6			160.6
Prepaid and other current assets		31.5			25.0			43.0			31.2
Total current assets		522.4			493.6			521.1			526.8
Property, plant and equipment, less accumulated depreciation of $262.5 and $252.0, respectively		172.1			185.5
Property, plant and equipment, less accumulated depreciation of $261.5 and $258.4, respectively								169.3			172.8
Operating lease assets		45.6			44.5			36.9			41.3
Goodwill		202.0			207.8			180.3			193.1
Intangible assets, net		111.1			126.2			83.1			98.0
Other assets		28.2			25.0			34.5			29.7
Total assets	$	1,081.4		$	1,082.6		$	1,025.2		$	1,061.7
LIABILITIES AND TOTAL EQUITY
LIABILITIES AND EQUITY
Current portion of long-term debt	$	3.2		$	10.9		$	5.2		$	4.2
Accounts payable		118.5			106.3			120.4			121.5
Employee compensation and benefits		61.0			53.7			50.4			60.6
Other current liabilities		101.6			83.4			88.9			104.0
Total current liabilities		284.3			254.3			264.9			290.3
Long-term debt		266.0			297.6			260.6			263.4
Long-term operating lease liabilities		29.5			28.7			21.7			25.4
Employee-related benefits		17.3			17.9
Employee benefits								15.4			16.3
Deferred income taxes		33.4			39.1		17.9			20.6
Other liabilities		13.4			38.9			10.7			10.6
Total long-term liabilities		359.6			422.2			326.3			336.3
Total liabilities	$	643.9		$	676.5		$	591.2		$	626.6
Commitments and contingencies (Note 12)
Common Stock, $0.375 par value; 60,000,000 shares authorized; 18,665,065 and 18,503,805 shares issued and outstanding, respectively	$	7.0		$	6.9
Common Stock, $0.375 par value; 60,000,000 shares authorized; 18,589,675 and 18,535,116 shares issued and outstanding, respectively							$	7.0		$	7.0
Additional paid-in capital		64.9			54.7			55.4			54.1
Retained earnings		390.2			363.3			428.3			410.6
Accumulated other comprehensive loss		(25.9	)		(20.1	)		(58.0	)		(37.9	)
Total Tennant Company shareholders' equity		436.2			404.8			432.7			433.8
Noncontrolling interest		1.3			1.3			1.3			1.3
Total equity		437.5			406.1			434.0			435.1
Total liabilities and total equity	$	1,081.4		$	1,082.6		$	1,025.2		$	1,061.7

See accompanying notes to consolidated financial statements.

Table of Contents

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	*Six Months Ended*						*Six Months Ended*
(In millions)	*June 30,*						*June 30,*
	*2021*			*2020*			*2022*			*2021*
OPERATING ACTIVITIES
Net income including noncontrolling interest	$	35.5		$	19.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		16.2			15.7
Amortization of intangible assets		10.3			10.0
Deferred income taxes		(5.9	)		(2.7	)
Net income							$	26.9		$	35.5
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation expense								16.4			16.2
Amortization expense								8.4			10.3
Deferred income tax benefit								(4.4	)		(5.9	)
Share-based compensation expense		7.0			2.8			2.7			7.0
Bad debt and returns expense		0.9			0.7			0.7			0.9
Acquisition contingent consideration adjustment		0.7			(0.3	)		0			0.7
Gain on sale of business		(9.8	)		0
Gain on sale of assets								(3.7	)		(9.8	)
Debt extinguishment cost		11.3			0			0			11.3
Other, net		1.3			2.0			0.5			1.3
Changes in operating assets and liabilities:
Receivables		(13.5	)		38.3			(9.5	)		(13.5	)
Inventories		(32.3	)		(5.1	)		(44.7	)		(32.3	)
Accounts payable		16.9			(17.8	)		6.5			16.9
Employee compensation and benefits		7.5			(16.4	)		(8.7	)		7.5
Other assets and liabilities		(8.3	)		1.8			(14.7	)		(8.3	)
Net cash provided by operating activities		37.8			48.5
Net cash (used in) provided by operating activities								(23.6	)		37.8
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(8.0	)		(18.4	)		(10.5	)		(8.0	)
Proceeds from disposals of property, plant and equipment		0			0.1
Proceeds from sale of business, net of cash divested		24.7			0
Purchase of intangible assets		0			(0.1	)
Net cash provided by (used in) investing activities		16.7			(18.4	)
Proceeds from sale of assets, net of cash divested								4.1			24.7
Investment in leased assets								(4.0	)		0
Cash received from leased assets								0.3			0
Net cash (used in) provided by investing activities								(10.1	)		16.7
FINANCING ACTIVITIES
Proceeds from borrowings		315.8			126.4			15.0			315.8
Repayments of debt		(360.4	)		(125.5	)
Repayments of borrowings								(16.6	)		(360.4	)
Debt extinguishment payment		(8.4	)		0			0			(8.4	)
Contingent consideration payment		(0.5	)		0
Contingent consideration payments								0			(0.5	)
Change in finance lease obligations		0.2			(0.1	)		0			0.2
Proceeds from issuance of common stock		3.3			2.6
(Repurchases) proceeds from exercise of stock options, net of employee tax withholdings obligations								(1.4	)		3.3
Dividends paid		(8.6	)		(8.1	)		(9.2	)		(8.6	)
Net cash used in financing activities		(58.6	)		(4.7	)		(12.2	)		(58.6	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1.8	)		(0.7	)		(3.9	)		(1.8	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(5.9	)		24.7
Net (decrease) in cash, cash equivalents and restricted cash								(49.8	)		(5.9	)
Cash, cash equivalents and restricted cash at beginning of period		141.0			74.6			123.6			141.0
Cash, cash equivalents and restricted cash at end of period	$	135.1		$	99.3		$	73.8		$	135.1

~~Table of Contents~~

SUPPLEMENTAL CASH FLOW INFORMATION	*Six Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
	*2021*		*2020*		*2022*		*2021*
Cash paid for income taxes	$	9.5	$	0.8	$	10.7	$	9.5
Cash paid for interest		9.6		9.4		2.5		9.6
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		10.5		9.8		9.5		10.5
Financing cash flows from financing leases		0		0.1
Lease assets obtained in exchange for new operating lease liabilities		11.5		4.7		6.5		11.5
Supplemental non-cash investing and financing activities:
Capital expenditures in accounts payable		0.7		5.4		0.9		0.7

See accompanying notes to consolidated financial statements.

Table of Contents

TENNANT COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions, except shares and per share data)

Tennant Company Shareholders

Common Shares

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Tennant Company Shareholders' Equity

Noncontrolling Interest

Total Equity

Balance, December 31, 2020
18,503,805 $ 6.9 $ 54.7 $ 363.3 $ (20.1 ) $ 404.8 $ 1.3 $ 406.1
Net income
0 0 25.7 0 25.7 0 25.7
Other comprehensive loss
0 0 0 (10.7 ) (10.7 ) 0 (10.7 )
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 22,724 shares
102,681 0.1 1.3 0 0 1.4 0 1.4
Share-based compensation
0 3.1 0 0 3.1 0 3.1
Dividends paid $0.23 per common share
0 0 (4.2 ) 0 (4.2 ) 0 (4.2 )
Balance, March 31, 2021
18,606,486 $ 7.0 $ 59.1 $ 384.8 $ (30.8 ) $ 420.1 $ 1.3 $ 421.4
Net income
0 0 9.8 0 9.8 0 9.8
Other comprehensive income
0 0 0 4.9 4.9 0 4.9
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 3,305 shares
58,579 0 1.9 0 0 1.9 0 1.9
Share-based compensation
0 3.9 0 0 3.9 0 3.9
Dividends paid $0.23 per common share
0 0 (4.4 ) 0 (4.4 ) 0 (4.4 )
Balance, June 30, 2021
18,665,065 $ 7.0 $ 64.9 $ 390.2 $ (25.9 ) $ 436.2 $ 1.3 $ 437.5

	*Tennant Company Shareholders*
	*Common Shares*		*Common Stock*		*Additional Paid-in Capital*			*Retained Earnings*			*Accumulated Other Comprehensive Loss*			*Tennant Company Shareholders' Equity*			*Noncontrolling Interest*		*Total Equity*
Balance, December 31, 2021		18,535,116	$	7.0	$	54.1		$	410.6		$	(37.9	)	$	433.8		$	1.3	$	435.1
Net income				0		0			10.3			0			10.3			0		10.3
Other comprehensive loss				0		0			0			(4.0	)		(4.0	)		0		(4.0	)
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 24,025 shares		44,700		0		(1.3	)		0			0			(1.3	)		0		(1.3	)
Share-based compensation				0		1.8			0			0			1.8			0		1.8
Dividends paid $0.25 per common share				0		0			(4.6	)		0			(4.6	)		0		(4.6	)
Balance, March 31, 2022		18,579,816	$	7.0	$	54.6		$	416.3		$	(41.9	)	$	436.0		$	1.3	$	437.3
Net income				0		0			16.6			0			16.6			0		16.6
Other comprehensive income				0		0			0			(16.1	)		(16.1	)		0		(16.1	)
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 2,071 shares		9,859		0		(0.1	)		0			0			(0.1	)		0		(0.1	)
Share-based compensation				0		0.9			0			0			0.9			0		0.9
Dividends paid $0.25 per common share				0		0			(4.6	)		0			(4.6	)		0		(4.6	)
Balance, June 30, 2022		18,589,675	$	7.0	$	55.4		$	428.3		$	(58.0	)	$	432.7		$	1.3	$	434.0

Tennant Company Shareholders

Common Shares

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Tennant Company Shareholders' Equity

Noncontrolling Interest

Total Equity

Balance, December 31, 2019
18,336,010 $ 6.9 $ 45.5 $ 346.0 $ (38.5 ) $ 359.9 $ 1.4 $ 361.3
Net income
0 0 5.2 0 5.2 0 5.2
Other comprehensive loss
0 0 0 (7.6 ) (7.6 ) 0 (7.6 )
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 15,756 shares
98,805 0 1.1 0 0 1.1 0 1.1
Share-based compensation
0 2.8 0 0 2.8 0 2.8
Dividends paid $0.22 per common share
0 0 (4.0 ) 0 (4.0 ) 0 (4.0 )
Other
0 0 (0.1 ) 0 (0.1 ) 0 (0.1 )
Balance, March 31, 2020
18,434,815 $ 6.9 $ 49.4 $ 347.1 $ (46.1 ) $ 357.3 $ 1.4 $ 358.7
Net income
0 0 14.3 0 14.3 0 14.3
Other comprehensive income
0 0 0 4.1 4.1 0 4.1
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 3,399 shares
20,647 0 0 0 0 0 0 0
Dividends paid $0.22 per common share
0 0 (4.0 ) 0 (4.0 ) 0 (4.0 )
Balance, June 30, 2020
18,455,462 $ 6.9 $ 49.4 $ 357.4 $ (42.0 ) $ 371.7 $ 1.4 $ 373.1

	*Tennant Company Shareholders*
	*Common Shares*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*			*Accumulated Other Comprehensive Loss*			*Tennant Company Shareholders' Equity*			*Noncontrolling Interest*		*Total Equity*
Balance, December 31, 2020		18,503,805	$	6.9	$	54.7	$	363.3		$	(20.1	)	$	404.8		$	1.3	$	406.1
Net income				0		0		25.7			0			25.7			0		25.7
Other comprehensive loss				0		0		0			(10.7	)		(10.7	)		0		(10.7	)
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 22,724 shares		102,681		0.1		1.3		0			0			1.4			0		1.4
Share-based compensation				0		3.1		0			0			3.1			0		3.1
Dividends paid $0.23 per common share				0		0		(4.2	)		0			(4.2	)		0		(4.2	)
Balance, March 31, 2021		18,606,486	$	7.0	$	59.1	$	384.8		$	(30.8	)	$	420.1		$	1.3	$	421.4
Net income				0		0		9.8			0			9.8			0		9.8
Other comprehensive income				0		0		0			4.9			4.9			0		4.9
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 3,305 shares		58,579		0		1.9		0			0			1.9			0		1.9
Share-based compensation				0		3.9		0			0			3.9			0		3.9
Dividends paid $0.23 per common share				0		0		(4.4	)		0			(4.4	)		0		(4.4	)
Balance, June 30, 2021		18,665,065	$	7.0	$	64.9	$	390.2		$	(25.9	)	$	436.2		$	1.3	$	437.5

See accompanying notes to consolidated financial statements.

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TENNANT COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In millions, except shares and per share data)

1.	Summary of Significant Accounting Policies

Tennant Company ~~(the "Company"~~("the Company", ~~"we,"~~"we", "us", or "our") is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, ~~significantly~~ reduce environmental impact and help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions.

Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more.

Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.

Basis of Presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for interim reporting. In our opinion, the consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of our financial position and results of operations.

These statements should be read in conjunction with the consolidated financial statements and notes included in our annual report on Form 10-K for the year ended December 31, ~~2020~~2021. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

~~Reclassification~~ ~~– We reclassified $1.1 million and $2.4 million of costs from selling and administrative expense to cost of sales in the consolidated statements of income for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2020,~~ ~~respectively. These reclassifications were made as part of a global alignment of cost across all regions.~~

~~We documented the summary of significant accounting policies in the notes to consolidated financial statements in our annual report on Form~~ 10~~-K for the fiscal year ended~~ ~~December 31, 2020~~~~. There have been~~ no ~~material changes to our accounting policies since the filing of that report.~~

2.	Newly Adopted Accounting Pronouncements

~~Income Taxes~~Reference Rate Reform

OnIn ~~January 1, 2021,~~March 2020, ~~we adopted~~the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ~~("ASU"~~(“ASU”) No. ~~2019~~2020-~~12,~~04, ~~Income Taxes~~Reference Rate Reform (Topic ~~740~~848)~~: Simplifying~~. This ASU provides optional expedients to applying generally accepted accounting principles to certain contract modifications, hedging relationships, and other transactions affected by the ~~Accounting~~reference rate reform, which affects the London Interbank Offered ("LIBO") Rate, if certain criteria are met. The amendments are effective March 12, 2020 through December 31, 2022. We continue to monitor our contracts and transactions for ~~Income Taxes,~~ ~~which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic~~ ~~740.~~ ~~The impact~~potential application of this ~~amended guidance on our consolidated financial statements and related disclosures was immaterial.~~ASU.

3.	Revenue

Disaggregation of Revenue

The following tables illustrate the disaggregation of revenue by geographic area, groups of similar products and services and sales channels:

Net sales by geographic area

	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*				*June 30,*				*June 30,*
	*2021*		*2020*		*2021*		*2020*		*2022*		*2021*		*2022*		*2021*
Americas	$	167.2	$	136.3	$	325.0	$	298.9		$ 178.4		$ 167.2		$ 338.7		$ 325.0
Europe, Middle East and Africa		85.2		54.8		166.1		126.8		77.3		85.2		156.0		166.1
Asia Pacific		26.7		22.9		51.3		40.4	24.5			26.7		43.6		51.3
Total	$	279.1	$	214.0	$	542.4	$	466.1		$ 280.2		$ 279.1		$ 538.3		$ 542.4

Net sales are attributed to each geographic area based on the ~~end user~~end-user country and are net of intercompany sales.

Net sales by groups of similar products and services

	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*				*June 30,*				*June 30,*
	*2021*		*2020*		*2021*		*2020*		*2022*		*2021*		*2022*		*2021*
Equipment	$	177.1	$	134.6	$	338.0	$	288.7	$	172.1	$	177.1	$	330.2	$	338.0
Parts and consumables		62.3		43.2		124.6		97.5		66.1		62.3		126.7		124.6
Specialty surface coatings^(a)		0		5.2		1.5		11.3		0		0		0		1.5
Service and other		39.7		31.0		78.3		68.6		42.0		39.7		81.4		78.3
Total	$	279.1	$	214.0	$	542.4	$	466.1	$	280.2	$	279.1	$	538.3	$	542.4

^(a) On ~~February 1, 2021,~~ ~~we sold our Coatings business. Further details regarding the sale are discussed in Note~~ 5.

~~Net sales by sales channel~~

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

Sales direct to consumer
$ 172.9 $ 143.3 $ 341.9 $ 310.9
Sales to distributors
106.2 70.7 200.5 155.2
Total
$ 279.1 $ 214.0 $ 542.4 $ 466.1

^(a)

On February 1, 2021, we sold our Coatings business. Further details regarding the sale are discussed in Note 5.

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Net sales by sales channel

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
	*2022*		*2021*		*2022*		*2021*
Sales direct to consumer	$	179.7	$	172.9	$	343.5	$	341.9
Sales to distributors		100.5		106.2		194.8		200.5
Total	$	280.2	$	279.1	$	538.3	$	542.4

Contract Liabilities

Sales Returns

The right of return may exist explicitly or implicitly with our customers. When the right of return exists, we adjust the transaction price for the estimated effect of returns. We estimate the expected returns using the expected value method by assessing historical sales levels and the timing and magnitude of historical sales return levels as a percent of sales and projecting this experience into the future.

Sales Incentives

Our sales contracts may contain various customer incentives, such as volume-based rebates or other promotions. We reduce the transaction price for certain customer programs and incentive offerings that represent variable consideration. Sales incentives given to our customers are recorded using the most likely amount approach for estimating the amount of consideration to which the Company will be entitled. We forecast the most likely amount of the incentive to be paid at the time of sale, update this forecast quarterly, and adjust the transaction price accordingly to reflect the new amount of incentives expected to be earned by the customer. A majority of our customer incentives are settled within one year. We record our accruals for volume-based rebates and other promotions in other current liabilities on our consolidated balance sheets.

The change in our sales incentive accrual balance was as follows:

	*Six Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2022*			*2021*
Beginning balance	$	12.1		$	13.7		$	19.9		$	12.1
Additions to sales incentive accrual		15.7			9.1			10.3			15.7
Contract payments		(13.0	)		(11.8	)		(16.4	)		(13.0	)
Foreign currency fluctuations		(0.1	)		(0.1	)		(0.5	)		(0.2	)
Divestiture of business		(0.1	)		0
Ending balance	$	14.6		$	10.9		$	13.3		$	14.6

Deferred Revenue

We sell separately priced prepaid contracts to our customers where we receive payment at the inception of the contract and defer recognition of the consideration received because we have to satisfy future performance obligations. Our deferred revenue balance is primarily attributed to prepaid maintenance contracts on our machines ranging from 12 months to 60 months. In circumstances where prepaid contracts are bundled with machines, we use an observable price to determine stand-alone selling price for separate performance obligations.

The change in the deferred revenue balance was as follows:

Six Months Ended

June 30,

2021

2020

Beginning balance
$ 9.3 $ 10.7
Increase in deferred revenue representing our obligation to satisfy future performance obligations
17.8 7.2
Decrease in deferred revenue for amounts recognized in net sales for satisfied performance obligations
(17.1 ) (7.3 )
Foreign currency fluctuations
0.1 (0.2 )
Ending balance
$ 10.1 $ 10.4

	*Six Months Ended*
	*June 30,*
	*2022*			*2021*
Beginning balance	$	11.2		$	9.3
Increase in deferred revenue representing our obligation to satisfy future performance obligations		15.6			17.8
Decrease in deferred revenue for amounts recognized in net sales for satisfied performance obligations		(14.8	)		(17.1	)
Foreign currency fluctuations		(0.3	)		0.1
Ending balance	$	11.7		$	10.1

At June 30, ~~2021~~2022, ~~$6.6~~$8.4 million and ~~$3.5~~$3.3 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets. Of these amounts, we expect to recognize the following approximate amounts in net sales in the following periods:

Remaining 2021	$	5.7
2022		2.2
Remaining 2022			$	7.2
2023		1.3		2.4
2024		0.6		1.4
2025		0.2		0.5
2026				0.1
Thereafter		0.1		0.1
Total	$	10.1	$	11.7

At December 31, ~~2020~~2021, ~~$5.9~~$7.7 million and ~~$3.4~~$3.5 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

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4.	Management Actions

Restructuring Actions

InDuring the ~~second~~three ~~quarter~~and six months ended June 30, 2022 and June 30, 2021, we incurred restructuring expenses as part of ~~2021,~~ ~~we implemented a~~our ongoing global reorganization efforts. The following pre-tax restructuring ~~action impacting our Europe, Middle East and Africa ("EMEA") operating segment. The pre-tax charge of $0.9 million consisted of severance-related costs~~charges were included in selling and administrative expense in the consolidated statements of ~~income~~income:

	*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*
	*2022*		*2021*		*2022*		*2021*
Severance-related costs	$	0.1	$	0.9	$	0.3	$	0.9
Other costs		0.3		0		0.3		0
Total pre-tax restructuring costs	$	0.4	$	0.9	$	0.6	$	0.9

The charges in ~~2021.~~2022 ~~We expect~~ no ~~further charges related to this restructuring action. We estimate the savings will offset the pre-tax charge approximately~~ ~~one~~ ~~year from the date of the action.~~

~~In the~~ ~~fourth~~ ~~quarter of~~ ~~2020,~~ we implemented a restructuring action as part of our global reorganization efforts. The pre-tax charge of $3.5 million consisted of severance-related costs included in selling and administrative expense in the consolidated statements of income in ~~2020.~~ ~~The charge~~ primarily ~~impacted our EMEA operating segment but also~~ impacted the Americas and ~~Asia Pacific ("APAC")~~APAC operating segments. ~~We expect~~ no ~~further~~The charges ~~related to this restructuring action. We estimate the savings will offset the pre-tax charge approximately~~ ~~one~~ ~~year from the date of the action.~~

~~In the~~ ~~third~~ ~~quarter of~~ ~~2020,~~ we implemented a restructuring action to consolidate our Gaomei business and our existing China business in order to deliver cost synergies and improve profitability. The pre-tax charge of $3.1 million consisted of $1.4 million of severance-related costs and $1.7 million of other costs in ~~2020.~~2021 Ofprimarily impacted the ~~restructuring costs, $1.2 million were included in cost of sales~~EMEA and ~~$1.9 million in selling and administrative expense in the consolidated statements of income. The charge impacted our~~ APAC operating ~~segment. We expect~~ no ~~further charges related to this restructuring action. We estimate the savings will offset the pre-tax charge approximately~~ ~~one~~ ~~year from the date of the action.~~

~~In the~~ ~~first~~ ~~quarter of~~ ~~2020,~~ we implemented a restructuring action in an effort to streamline our operating model in Japan. The pre-tax charge of $2.0 million consisted of $1.3 million of severance-related costs and $0.7 million of other costs in ~~2020.~~ Of the restructuring costs, $0.3 million were included in cost of sales and $1.7 million in selling and administrative expense in the consolidated statements of income. The charge impacted our APAC operating segment. We expect no ~~further charges related to this restructuring action.~~

segments. Our restructuring actions represent the continued execution of a multi-year enterprise strategy to drive increased productivity ~~in all aspects of~~throughout our operations.

A reconciliation of the beginning and ending liability balances for severance-related costs is as follows:

Severance-related costs

December 31, 2019 balance
$ 4.5
2020 activity:

New charges
6.2
Cash payments
(5.4 )
Foreign currency fluctuations
0.2
Adjustments to accrual
(1.0 )
December 31, 2020 balance
$ 4.5
2021 activity:

New charges
0.9
Cash payments
(1.2 )
Foreign currency fluctuations
(0.1 )
June 30, 2021 balance
$ 4.1

~~Other Actions~~

In ~~2019,~~ ~~we made the decision to discontinue certain product lines. In the~~ ~~first~~ ~~quarter of~~ ~~2020,~~ ~~we recorded an additional $1.7 million in cost of sales in the consolidated statements of income to reflect our estimate of inventory that will~~ ~~not~~ ~~be sold.~~

	*Six Months Ended*
	*June 30,*
	*2022*			*2021*
Beginning balance	$	4.9		$	4.5
New charges		0.9			0.9
Cash payments		(1.9	)		(1.2	)
Foreign currency fluctuations		(0.5	)		(0.1	)
Adjustments to accrual		(0.6	)		0
Ending balance	$	2.8		$	4.1

5.	Acquisition and ~~Divestiture~~Divestitures

Sale of building

During the second quarter of 2022, we sold a building located in Golden Valley, Minnesota. The resulting pre-tax gain was $3.7 million and is reflected within gain on sale of assets in the consolidated statements of income. Proceeds from sale of assets was $4.1 million.

Sale of Coatings business

During the first quarter of 2021, we sold the Coatings business. The resulting pre-tax gain was $9.8 million and is reflected within ~~selling and administrative expense~~gain on sale of assets in the consolidated statements of income. Proceeds from sale of assets, net of cash divested, was $24.7 million.

Acquisition of Gaomei

On January 4, 2019, we completed the acquisition of Hefei Gaomei Cleaning Machines Co., Ltd. and Anhui Rongen Environmental Protection Technology Co., Ltd. (collectively "Gaomei"), privately held designers and manufacturers of commercial cleaning solutions based in China. The financial results for Gaomei have been included in our consolidated financial results since the date of closing. The purchase price included contingent ~~consideration. A payment of $0.5 million was paid in the~~ ~~first~~ ~~quarter of~~ ~~2021.~~ ~~Final~~consideration payments totaling ~~$2.0~~$2.5 million ~~are expected to be~~ paid in ~~the~~ ~~second~~ ~~half of~~ 2021.

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6.	Inventories

Inventories are valued at the lower of cost or net realizable value and consisted of the following:

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2021*			*2020*			*2022*			*2021*
Inventories carried at LIFO:
Finished goods	$	44.8		$	42.4
Raw materials, production parts and work-in-process		30.5			21.6
Finished goods^(a)							$	68.2		$	54.0
Raw materials and work-in-process								50.5			42.4
Excess of FIFO over LIFO cost^(a)(b)		(34.4	)		(31.4	)		(49.0	)		(43.0	)
Total LIFO inventories	$	40.9		$	32.6		$	69.7		$	53.4

Inventories carried at FIFO:
Finished goods	$	50.4		$	55.0
Raw materials, production parts and work-in-process		56.9			40.1
Finished goods^(a)							$	58.8		$	53.8
Raw materials and work-in-process								60.1			53.4
Total FIFO inventories	$	107.3		$	95.1		$	118.9		$	107.2
Total inventories	$	148.2		$	127.7		$	188.6		$	160.6

	^(a)	Finished goods include machines, parts and consumables and component parts that are used in our products.
	^(b)	The difference between replacement cost and the stated LIFO inventory value is not materially different from the reserve for the LIFO valuation method.

We are currently operating in a more volatile inflationary environment and we experienced higher product cost inflation in most categories during the second quarter of 2022. Our LIFO charge for the three and six months ended June 30, 2022 was $4.9 million and $6.0 million, respectively, compared to $2.4 million and $2.2 million in the three and six months ended June 30, 2021, respectively. The increase in each period was attributable to the broad effects of inflation on materials.

7.	Goodwill and Intangible Assets

The changes in the carrying ~~value~~amount of goodwill for the six months ended June 30, ~~2021~~2022 were as follows:

Accumulated

Impairment

Goodwill

Losses

Total

Balance as of December 31, 2020
$ 249.5 $ (41.7 ) $ 207.8
Divestiture
(1.7 ) — (1.7 )
Foreign currency fluctuations
(3.9 ) (0.2 ) (4.1 )
Balance as of June 30, 2021
$ 243.9 $ (41.9 ) $ 202.0

~~The divestiture of goodwill during the~~ ~~first~~ ~~quarter of~~ ~~2021~~ ~~was the result of the sale of the Coatings business discussed in Note~~ 5.

				*Accumulated*
				*Impairment*
	*Goodwill*			*Losses*			*Total*
Balance as of December 31, 2021	$	233.9		$	(40.8	)	$	193.1
Foreign currency fluctuations		(16.7	)		3.9			(12.8	)
Balance as of June 30, 2022	$	217.2		$	(36.9	)	$	180.3

The balances of acquired intangible assets, excluding goodwill, were as follows:

Customer Lists

Trade Names

Technology

Total

Balance as of June 30, 2021

Original cost
$ 161.1 $ 31.6 $ 17.6 $ 210.3
Accumulated amortization
(75.9 ) (13.0 ) (10.3 ) (99.2 )
Carrying value
$ 85.2 $ 18.6 $ 7.3 $ 111.1
Weighted average original life (in years)
15 10 11

Balance as of December 31, 2020

Original cost
$ 166.2 $ 34.4 $ 17.9 $ 218.5
Accumulated amortization
(70.3 ) (12.3 ) (9.7 ) (92.3 )
Carrying value
$ 95.9 $ 22.1 $ 8.2 $ 126.2
Weighted average original life (in years)
15 11 11

~~During the~~ ~~first~~ ~~quarter of~~ ~~2021,~~ we divested identified intangible assets, excluding goodwill, with a carrying value of $0.9 million and $1.4 million in the categories of customer lists and trade names, respectively, as a result of the sale of the Coatings business discussed in Note 5.

	*Customer Lists*			*Trade Names*			*Technology*			*Total*
Balance as of June 30, 2022
Original cost	$	144.4		$	28.0		$	16.0		$	188.4
Accumulated amortization		(80.4	)		(14.2	)		(10.7	)		(105.3	)
Carrying value	$	64.0		$	13.8		$	5.3		$	83.1
Weighted average original life (in years)		15			10			11

Balance as of December 31, 2021
Original cost	$	155.4		$	30.3		$	17.0		$	202.7
Accumulated amortization		(80.0	)		(13.9	)		(10.8	)		(104.7	)
Carrying value	$	75.4		$	16.4		$	6.2		$	98.0
Weighted average original life (in years)		15			11			11

Amortization expense on intangible assets for the three and six months ended June 30, ~~2021~~2022 was ~~$5.0~~$3.9 million and ~~$10.3~~$8.4 million, respectively. Amortization expense on intangible assets for the three and six months ended June 30, ~~2020~~2021 was $5.0 million and ~~$10.0~~$10.3 million, respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for each of the five succeeding years and thereafter is as follows:

Remaining 2021	$	9.7
2022	17.6
Remaining 2022			$	7.7
2023		16.0		14.3
2024		14.4		12.9
2025		12.9		11.6
2026				10.3
Thereafter		40.5		26.3
Total	$	111.1	$	83.1

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Debt

2021 Credit Agreement

On April 5, 2021, we and certain of our foreign subsidiaries entered into an Amended and Restated Credit Agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent. The 2021 Credit Agreement provides us and certain of our foreign subsidiaries access to a senior secured credit facility until April 3, 2026, consisting of a term loan facility in an amount up to $100.0 million and a revolving facility in an amount up to $450.0 million with an option to expand the credit facility by up to $275.0 million, with the consent of the lenders willing to provide additional borrowings in the form of increases to their revolving facility commitment or funding of incremental term loans. Borrowings may be denominated in U.S. dollars or certain other currencies.

The fee for committed funds under the revolving facility of the 2021 Credit Agreement ranges from an annual rate of 0.15% to 0.30%, depending on our leverage ratio. Borrowings denominated in U.S. dollars under the 2021 Credit Agreement bear interest at a rate per annum equal to (a) the ~~greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a~~ ~~one~~ ~~month period, but in any case,~~ ~~not~~ ~~less than 1%, plus, in any such case, 1.0%, plus an additional spread of 0.10% to 0.70%, depending on our leverage ratio, or (b) the~~Adjusted LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities, but in any case, not less than 0%, plus an additional spread of 1.10% to 1.70%, depending on our leverage ratio or (b) the Alternate Base Rate which is the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a one-month period, but in any case, not less than 1.0%, plus, in any such case, 1.0%, plus an additional spread of 0.10% to 0.70%, depending on our leverage ratio.

In connection with the 2021 Credit Agreement, we reaffirmed our security interest in favor of the lenders in substantially all our personal property and pledged the stock of our domestic subsidiaries and 65% of the stock of our first-tier foreign subsidiaries. The obligations under the 2021 Credit Agreement are also guaranteed by certain of our first-tier domestic subsidiaries, and those subsidiaries also provided a security interest in their similar personal property.

Our 2021 Credit Agreement restricts the payment of dividends or repurchasing of stock requiring that, after giving effect to such payments, no default exists or would result from such payment. Additionally, cash dividends are restricted to $7.5 million per quarter and approved levels of other restricted payments range from $60.0 million to unlimited based on our net leverage ratio (not taking into account any acquisition holiday) after giving effect to such payment.

The 2021 Credit Agreement contains customary representations, warranties and covenants, including but not limited to covenants restricting our ability to incur indebtedness and liens and to merge or consolidate with another entity. Further, the 2021 Credit Agreement contains the following covenants:

•

aA covenant requiring us to maintain an indebtedness to EBITDA ratio, determined as of the end of each of our fiscal quarters, of no greater than 3.50 to 1.00, with certain alternative requirements for permitted acquisitions greater than $50.0 million;

•

aA covenant requiring us to maintain an EBITDA to interest expense ratio for a period of four consecutive fiscal quarters as of the end of each quarter of no less than 3.00 to 1;1.00; and

•

aA covenant restricting us from paying dividends or repurchasing stock if, after giving effect to such payments and assuming no default exists or would result from such payment, our leverage ratio is greater than 2.50 to 1,1.00, in such case limiting such payments to $60.0 million during any fiscal year.

Redemption of Senior Notes

In the second quarter of 2021, the Company redeemed $300.0 million principal amount outstanding of its 5.625% Senior Notes due 2025 ("Senior Notes"). We used the proceeds from the borrowings under the 2021 Credit Agreement to retire our Senior Notes and pay the $8.4 million call premium due upon redemption in the second quarter of 2021. In addition, we wrote off $2.9 million of unamortized debt issuance costs in the second quarter of 2021.

Debt Outstanding

Debt outstanding consisted of the following:

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2021*			*2020*			*2022*			*2021*
Senior unsecured notes	$	0		$	300.0
Credit facility borrowings:
Revolving credit facility borrowings		168.0			10.0		$	168.0		$	168.0
Term loan facility borrowings		100.0			0			97.5			98.8
Secured borrowings		1.1			1.5			0.2			0.7
Finance lease liabilities		0.1			0.1			0.1			0.1
Unamortized debt issuance costs		0			(3.1	)
Total debt		269.2			308.5			265.8			267.6
Less: current portion of long-term debt^(a)		(3.2	)		(10.9	)		(5.2	)		(4.2	)
Long-term debt	$	266.0		$	297.6		$	260.6		$	263.4

^(a)

As of June 30, ~~2021~~2022, the Company is required to repay ~~$2.5~~$5.0 million in outstanding credit facility borrowings ~~$0.6~~and $0.2 million of current maturities of secured borrowings ~~and $0.1 million of current maturities of finance lease liabilities~~ over the next 12 months.

As of June 30, ~~2021~~2022, we had outstanding borrowings of ~~$100.0~~$168.0 million and ~~$168.0~~$97.5 million under our ~~term loan~~revolving facility and ~~revolving~~term loan facility, respectively. We had letters of credit and bank guarantees outstanding in the amount of ~~$3.2~~$2.9 million, leaving approximately ~~$278.8~~$279.1 million of unused borrowing capacity on our revolving facility. Commitment fees on unused lines of credit for the six months ended June 30, ~~2021~~2022 were ~~$0.5~~$0.4 million. The overall weighted average cost of debt is approximately ~~3.6%~~2.0% and net of a related cross-currency swap ~~instrument~~instruments is approximately ~~3.1%~~0.9%. Further details regarding the cross-currency swap instrument are discussed in Note 10.

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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 were as follows:

	*Six Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2021*			*2020*			*2022*			*2021*
Beginning balance	$	11.1		$	12.7		$	10.4		$	11.1
Additions charged to expense		4.3			3.7			4.4			4.3
Foreign currency fluctuations		(0.1	)		0			(0.1	)		(0.1	)
Claims paid		(4.7	)		(5.3	)		(4.1	)		(4.7	)
Ending balance	$	10.6		$	11.1		$	10.6		$	10.6

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10.

Derivatives

Hedge Accounting and Hedging Programs

We recognize all derivative instruments as either assets or liabilities in our consolidated balance sheets and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting.

We evaluate hedge effectiveness on our hedges that are designated and qualify for hedge accounting at the inception of the hedge prospectively, as well as retrospectively, and record any ineffective portion of the hedging instruments along with the time value of purchased contracts in the same line item of the income statement as the item being hedged on our consolidated statements of income.

Our hedging policy establishes maximum limits for each counterparty to mitigate any concentration of risk.

Balance Sheet ~~Hedging~~

Hedges ~~of Foreign Currency Assets and Liabilities~~

We hedge our net recognized foreign currency denominated assets and liabilities with foreign exchange forward contracts to reduce the risk that the value of these assets and liabilities will be adversely affected by changes in exchange rates. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on the consolidated balance sheets with changes in the fair value recorded to net foreign currency transaction gain ~~(loss)~~ in our consolidated statements of income. These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged. At June 30, ~~2021~~2022 and December 31, ~~2020~~2021, the notional amounts of foreign currency forward exchange contracts outstanding not designated as hedging instruments were ~~$44.3~~$145.8 million and ~~$57.3~~$45.0 million, 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 $2.9 million as of~~ ~~June 30, 2021~~ ~~and $2.7 million as of~~ ~~December 31, 2020~~~~. The notional amounts of outstanding foreign currency option contracts designated as cash flow hedges were $5.9 million and $8.2 million as of~~ ~~June 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, 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-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 ~~June 30,~~December 31, 2021 ~~and~~ ~~December 31, 2020~~included €~~156.0~~ ~~million and~~ ~~€159.6~~152.4 million of total notional ~~values, respectively.~~values. The loan and related swaps matured in April 2022.

Fair Value Hedges

On April 5, 2022, we entered into Euro to U.S. dollar foreign exchange cross-currency swaps associated with an intercompany loan from a wholly-owned European subsidiary. We enter into these foreign exchange cross-currency swaps to hedge the foreign currency risk associated with this intercompany loan, and accordingly, they are not speculative in nature. These cross-currency swaps are designated as fair value hedges. As of June 30, ~~2021~~2022 , these cross-currency swaps included €85.9 million of total notional value. As of June 30, 2022, the ~~aggregate~~aggregated scheduled interest payments over the course of the loan and related swaps amounted to €~~6.0~~10.9 million. The scheduled maturity and principal payment of the loan and related swaps of €~~150.0~~75.0 million are due in April ~~2022.~~ 2027.~~There were~~

Net Investment Hedges

On noApril 5, 2022, ~~new~~we entered into Euro to U.S. dollar foreign exchange cross-currency swaps to hedge our exposure to adverse foreign currency exchange rate movements between Tennant Company and a wholly owned European subsidiary. We enter into these fixed-to-fixed cross-currency swap agreements to protect a designated monetary amount of the Company’s net investment in its Euro functional currency subsidiary against the risk of changes in the Euro to U.S. dollar foreign exchange rate. These cross-currency swaps are designated as ~~cash flow hedges as~~net investment hedges. As of June 30, ~~2021~~2022, .the cross-currency swaps included €75.0 million of total notional values. These swaps are scheduled to mature in April 2027.

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The fair value of derivative instruments on our consolidated balance sheets was as follows:

	*Derivative Assets*					*Derivative Liabilities*					*Derivative Assets*					*Derivative Liabilities*
	*Balance Sheet Location*	*June 30, 2021*		*December 31, 2020*		*Balance Sheet Location*	*June 30, 2021*		*December 31, 2020*		*Balance Sheet Location*	*June 30, 2022*		*December 31, 2021*		*Balance Sheet Location*	*June 30, 2022*		*December 31, 2021*
Derivatives designated as hedging instruments:
Derivatives designated as cash flow hedges:
Foreign currency forward contracts	Other current assets	$	0	$	1.9	Other current liabilities	$	17.1	$	0	Other current assets	$	0	$	0	Other current liabilities	$	0	$	10.4
Foreign currency forward contracts	Other assets		0		0	Other liabilities		0		24.1
Derivatives designated as fair value hedges:
Cross-currency swaps											Other current assets		1.3		0	Other current liabilities		0		0
Cross-currency swaps											Other assets		1.2		0	Other liabilities		0		0
Derivatives designated as net investment hedges:
Cross-currency swaps											Other current assets		1.1		0	Other current liabilities		0		0
Cross-currency swaps											Other assets		0.7		0	Other liabilities		0		0
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets		1.2		0.4	Other current liabilities		0		0.7	Other current assets		0.5		0.3	Other current liabilities		0.2		0.4

As of June 30, ~~2021~~2022, we anticipate reclassifying ~~approximately $0.8~~$1.2 million of gains from accumulated other comprehensive loss to net income during the next 12 months.

The following tables include the amounts in the consolidated statements of income in which the effects of ~~cash flow hedges~~derivatives designated as hedging instruments are ~~recorded and the effects of cash flow hedge activity on these line items:~~recorded:

	*Three Months Ended*												*Six Months Ended*												*Three Months Ended*											*Six Months Ended*
	*June 30,*												*June 30,*												*June 30,*											*June 30,*
	*2021*						*2020*						*2021*						*2020*						*2022*					*2021*						*2022*					*2021*
	*Total*			*Amount of Gain (Loss) on Cash Flow Hedge Activity*			*Total*			*Amount of Gain (Loss) on Cash Flow Hedge Activity*			*Total*			*Amount of Gain (Loss) on Cash Flow Hedge Activity*			*Total*			*Amount of Gain (Loss) on Cash Flow Hedge Activity*			*Total*			*Amount of Gain (Loss) on Hedging Activity*		*Total*			*Amount of Gain (Loss) on Hedging Activity*			*Total*			*Amount of Gain (Loss) on Hedging Activity*		*Total*			*Amount of Gain (Loss) on Hedging Activity*
Derivatives designated as cash flow hedges:
Net sales	$	279.1		$	(0.2	)	$	214.0		$	0		$	542.4		$	(0.3	)	$	466.1		$	0		$	280.2		$	0	$	279.1		$	(0.2	)	$	538.3		$	0	$	542.4		$	(0.3	)
Interest expense, net		(2.1	)		0.5			(4.8	)		0.8			(6.0	)		1.1			(9.0	)		1.5			(1.2	)		0		(2.1	)		0.5			(1.5	)		0.7		(6.0	)		1.1
Net foreign currency transaction (loss) gain		0			(1.9	)		0			(3.0	)		0.5			5.4			(4.1	)		(0.3	)		(1.0	)		0.2		0			(1.9	)		(0.4	)		4.7		0.5			5.4
Derivatives designated as fair value hedges:
Interest expense, net																										(1.2	)		0.4		(2.1	)		0			(1.5	)		0.4		(6.0	)		0
Net foreign currency transaction (loss) gain																										(1.0	)		4.3		0			0			(0.4	)		4.3		0.5			0
Derivatives designated as net investment hedges:
Interest expense, net																										(1.2	)		0.3		(2.1	)		0			(1.5	)		0.3		(6.0	)		0

The effect of ~~foreign currency~~ derivative instruments designated as hedges and ~~of foreign currency~~ derivative instruments not designated as hedges in our consolidated statements of income was as follows:

Three Months Ended

Six Months Ended

June 30, 2021

June 30, 2021

Foreign Currency Option Contracts

Foreign Currency Forward Contracts

Foreign Currency Option Contracts

Foreign Currency Forward Contracts

Derivatives in cash flow hedging relationships:

Net (loss) gain recognized in other comprehensive loss, net of tax^(a)
$ 0 $ (1.3 ) $ 0 $ 4.7
Net loss reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net sales
0 (0.2 ) 0 (0.2 )
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net
0 0.5 0 0.9
Net (loss) gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain
0 (1.5 ) 0 4.1
Derivatives not designated as hedging instruments:

Net (loss) gain recognized in income^(b)
0 (0.7 ) 0 1.4

Three Months Ended

Six Months Ended

June 30, 2020

June 30, 2020

Foreign Currency Option Contracts

Foreign Currency Forward Contracts

Foreign Currency Option Contracts

Foreign Currency Forward Contracts

Derivatives in cash flow hedging relationships:

Net (loss) gain recognized in other comprehensive income (loss), net of tax^(a)
$ (0.3 ) $ (1.8 ) $ 0 $ 4.2
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net
0 0.6 0 1.1
Net loss reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction loss
0 (2.3 ) 0 (0.2 )
Derivatives not designated as hedging instruments:

Net (loss) gain recognized in income^(b)
0 (1.6 ) 0 0.6

	*Three Months Ended*					*Six Months Ended*
	*June, 30*					*June, 30*
	*2022*		*2021*			*2022*		*2021*
Derivatives designated as cash flow hedges:
Net (loss) gain recognized in other comprehensive loss, net of tax^(a)	$	0	$	(1.3	)	$	3.8	$	4.7
Net loss reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net sales		0		(0.2	)		0	$	(0.2	)
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net		0		0.5			0.5		0.9
Net (loss) gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain		0.1		(1.5	)		3.6		4.1
Derivatives designated as fair value hedges:
Net gain recognized in other comprehensive loss, net of tax^(a)		4.7		0			4.7		0
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net		0.3		0			0.3		0
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction gain		3.3		0			3.3		0
Derivatives designated as net investment hedges:
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net		0.2		0			0.2		0
Derivatives not designated as hedging instruments:
Net gain (loss) recognized in income^(b)		4.2		(0.7	)		2.6		1.4

^(a)

Net change in the fair value of the effective portion classified in other comprehensive loss.

^(b)

Classified in net foreign currency transaction ~~gain~~ (loss). gain.

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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 June 30, ~~2021~~2022 iswas as follows:

	*Fair*								*Fair*
	*Value*		*Level 1*		*Level 2*		*Level 3*		*Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Foreign currency forward exchange contracts	$	3.0	$	0	$	3.0	$	0	$	0.5	$	0	$	0.5	$	0
Cross-currency swaps										4.3		0		4.3		0
Total assets	$	3.0	$	0	$	3.0	$	0		4.8		0		4.8		0
Liabilities:
Foreign currency forward exchange contracts	$	18.9	$	0	$	18.9	$	0		0.2		0		0.2		0
Total liabilities	$	18.9	$	0	$	18.9	$	0	$	0.2	$	0	$	0.2	$	0

Our population of assets and liabilities subject to fair value measurements at December 31, ~~2020~~2021 iswas as follows:

	*Fair*								*Fair*
	*Value*		*Level 1*		*Level 2*		*Level 3*		*Value*		*Level 1*		*Level 2*		*Level 3*
Assets:
Foreign currency forward exchange contracts	$	3.0	$	0	$	3.0	$	0	$	0.9	$	0	$	0.9	$	0
Total assets	$	3.0	$	0	$	3.0	$	0		0.9		0		0.9		0
Liabilities:
Foreign currency forward exchange contracts	$	25.5	$	0	$	25.5	$	0		11.4		0		11.4		0
Contingent consideration		1.8		0		0		1.8
Total liabilities	$	27.3	$	0	$	25.5	$	1.8	$	11.4	$	0	$	11.4	$	0

Our foreign currency forward exchange contracts and cross-currency swaps are valued using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present value amount. Further details regarding our ~~foreign currency forward exchange and option contracts~~derivative instruments are discussed in Note 10.

~~Contingent consideration is valued using a probability-weighted analysis of projected gross profit and integration milestones. Actual results~~ ~~may~~ ~~differ significantly from those used in the estimate above, which~~ ~~may~~ ~~affect future payments. Changes in future payments will be reflected in future operating results as they occur.~~

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value due to their short-term nature.

The fair value and carrying value of total debt, including current portion, ~~were $268.0~~was $266.8 million and ~~$269.2~~$265.8 million, respectively, as of June 30, ~~2021~~2022. The fair value and carrying value of total debt, including current portion, ~~were $323.4~~was $271.2 million and ~~$308.5~~$267.6 million, respectively, as of December 31, ~~2020~~2021. The fair value was calculated based on the borrowing rates currently available to us for bank loans with similar terms and remaining maturities, which is a Level 2 in the fair value hierarchy.

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*12.*	Commitments and Contingencies

In the ordinary course of business, we may become liable with respect to pending and threatened litigation, tax, environmental and other matters. While the ultimate results of current claims, investigations and lawsuits involving us are unknown at this time, we do not expect that these matters will have a material adverse effect on our consolidated financial position or results of operations. Legal costs associated with such matters are expensed as incurred.

13.

~~Accumulated Other Comprehensive Loss~~Shareholders' Equity

Accumulated Other Comprehensive Loss

The changes in components of accumulated other comprehensive loss, net of tax, are as follows:

Foreign Currency Translation Adjustments

Pension and Post-Retirement Medical Benefits

Cash Flow Hedge

Total

December 31, 2020
$ (19.1 ) $ (1.7 ) $ 0.7 $ (20.1 )
Other comprehensive (loss) income before reclassifications
(5.8 ) 0.1 4.7 (1.0 )
Amounts reclassified from accumulated other comprehensive loss
0 0 (4.8 ) (4.8 )
Net current period other comprehensive (loss) income
(5.8 ) 0.1 (0.1 ) (5.8 )
June 30, 2021
$ (24.9 ) $ (1.6 ) $ 0.6 $ (25.9 )

	*Six Months Ended June 30, 2022*												*Six Months Ended June 30, 2021*
	*Foreign Currency Translation Adjustments*			*Pension and Post-Retirement Medical Benefits*			*Derivative Financial Instruments*			*Total*			*Foreign Currency Translation Adjustments*			*Pension and Post-Retirement Medical Benefits*			*Derivative Financial Instruments*			*Total*
Beginning balance	$	(36.0	)	$	(2.1	)	$	0.2		$	(37.9	)	$	(19.1	)	$	(1.7	)	$	0.7		$	(20.1	)
Other comprehensive (loss) income before reclassifications		(20.7	)		0			8.5			(12.2	)		(5.8	)		0.1			4.7			(1.0	)
Amounts reclassified from accumulated other comprehensive loss		0			0			(7.9	)		(7.9	)		0			0			(4.8	)		(4.8	)
Net current period other comprehensive loss		(20.7	)		0			0.6			(20.1	)		(5.8	)		0.1			(0.1	)		(5.8	)
Ending balance	$	(56.7	)	$	(2.1	)	$	0.8		$	(58.0	)	$	(24.9	)	$	(1.6	)	$	0.6		$	(25.9	)

14.

Income Taxes

~~The effective tax rate for the~~ ~~second~~ ~~quarter of~~ ~~2021~~ ~~was (37.0%) compared to 19.7% for the~~ ~~second~~ ~~quarter of~~ ~~2020.~~ The negative effective tax rate for the current quarter was primarily driven by a tax benefit of $3.4 million associated with the reversal of a valuation allowance related to tax loss carryovers in the Netherlands. The reversal was driven by a law change allowing an unlimited loss carryover period.

We and our subsidiaries are subject to U.S. federal income tax as well as income tax of numerous state and foreign jurisdictions. We are generally no longer subject to U.S. federal tax examinations for taxable years before ~~2018~~2018. ~~and, with limited exceptions,~~The number of years which remain open for audit for U.S. state ~~and~~or foreign ~~income~~ tax ~~examinations for taxable years before~~purposes varies by jurisdiction but generally ranges from ~~2015.~~three to five years. We are currently undergoing income tax examinations in various foreign jurisdictions. Although the ~~final~~ outcome of these examinations cannot be currently determined, we believe that we have adequate reserves with respect to these examinations.

We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. In addition to the liability of ~~$4.7~~$4.1 million for unrecognized tax benefits as of June 30, ~~2021~~2022, there was approximately $0.6 million for accrued interest and penalties. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of June 30, ~~2021~~2022 was ~~$4.6~~$3.9 million. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be revised and reflected as an adjustment of the income tax expense.

15.

Share-Based Compensation

Our share-based compensation plans are described in Note 18 of our annual report on Form 10-K for the year ended December 31, ~~2020~~2021. During the three months ended June 30, ~~2021~~2022 and ~~2020~~2021, we recognized total share-based compensation expense of ~~$3.9~~$0.9 million and ~~less than $0.1~~$3.9 million, respectively. During the six months ended June 30, ~~2021~~2022 and ~~2020~~2021,, we recognized total share-based compensation expense of ~~$7.0~~$2.7 million and ~~$2.8~~$7.0 million, respectively. The total excess tax benefit recognized for share-based compensation arrangements during the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 was $0.3 million and $0.4 million, ~~and $0.3 million,~~ respectively.

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16.

Earnings ~~Attributable to Tennant Company~~ Per Share

The computations of basic and diluted earnings per share were as follows:

	*Three Months Ended*				*Six Months Ended*				*Three Months Ended*				*Six Months Ended*
	*June 30,*				*June 30,*				*June 30,*				*June 30,*
	*2021*		*2020*		*2021*		*2020*		*2022*		*2021*		*2022*		*2021*
Numerator:
Net income attributable to Tennant Company	$	9.8	$	14.3	$	35.5	$	19.5
Net income									$	16.6	$	9.8	$	26.9	$	35.5
Denominator:
Basic - weighted average shares outstanding		18,547,276		18,347,189		18,501,930		18,317,003		18,507,073		18,547,276		18,485,367		18,501,930
Effect of dilutive securities:										176,725		384,427		250,546		377,686
Share-based compensation plans		384,427		237,504		377,686		297,524
Diluted - weighted average shares outstanding		18,931,703		18,584,693		18,879,616		18,614,527		18,683,798		18,931,703		18,735,913		18,879,616
Basic earnings per share attributable to Tennant Company	$	0.53	$	0.78	$	1.92	$	1.06
Diluted earnings per share attributable to Tennant Company	$	0.51	$	0.77	$	1.88	$	1.05
Basic earnings per share									$	0.90	$	0.53	$	1.46	$	1.92
Diluted earnings per share									$	0.89	$	0.51	$	1.44	$	1.88

Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of ~~143,505~~698,378 and ~~818,912~~143,505 shares of common stock during the three months ended June 30, ~~2021~~2022 and ~~2020~~2021, respectively. Excluded from the dilutive securities shown above were options to purchase and shares to be paid out under share-based compensation plans of ~~146,191~~402,696 and ~~532,564~~146,191 shares of common stock during the six months ended June 30, ~~2021~~2022 and ~~2020~~2021, 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~~would be anti-dilutive.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Tennant Company is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, reduce environmental impact and help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.

~~Impact of COVID-19~~

Because we are a global company, our results of operations are affected by macroeconomic conditions. We continue to see economic and geopolitical uncertainty in many regions around the world. The coronavirus ("COVID-19") pandemic has increased the uncertainty globally and has resulted in general economic disruption. Governments across the world have taken numerous actions to limit the spread of COVID-19, including stay-at-home orders, which have reduced operating activities across global businesses, and have recently begun rolling out vaccine programs.Macroeconomic Events

We continue to actively manage our business to respond to the COVID-19 ~~impact.~~pandemic and related impacts. We ~~have prioritized~~maintain our commitment to protect the health and safety of our employees and customers. We have ~~established~~continued our enhanced safety protocols on-site at our manufacturing facilities, and continue to monitor the evolving situation and guidance from local authorities. Governments across the world have taken actions, including stay-at-home orders, to limit the spread of COVID-19. These actions, specifically in China, have and may continue to reduce operating activities and negatively impact financial results.

We continue to experience disruption in the supply of raw materials and component parts, as well as price inflation and inefficiencies as a ~~dedicated enterprise-wide response team and implemented work-from-home processes for much~~result of ~~our workforce, which partially remain in effect.~~supply chain issues. We have established ~~cross-functional and~~ frequent communications with suppliers to review, track and prioritize high-risk components. We have also identified and activated alternative suppliers, materials and components as needed. ~~To date, we have been able~~The Company continues work to ~~avoid major~~minimize the impact of price inflation in inputs and market supply ~~disruptions.~~challenges by employing local-for-local and region-for-region manufacturing and sourcing to allow us to manufacture our products closer to our customers. At the same time, our engineering teams are evaluating platform design to increase our sourcing flexibility. Regarding transportation, we have set up tracking, reporting and communication channels with carriers to understand their risks and to evaluate ~~available options~~alternatives where necessary. ~~In addition, all of our factories currently have the potential to operate at full capacity.~~

The crisis in Russia and Ukraine that began in February 2022 continues as of the date of this Form 10-Q. While we do not have any direct operations or employees in Russia or Ukraine and have suspended sales to Russia and Belarus, our operating results have and may continue to be negatively impacted by supply chain constraints and inflationary pressures stemming from this conflict. Sales to Russia and Belarus represented less than 1% of consolidated net sales and less than 2% of Europe, Middle East and Africa net sales for the year ended December 31, 2021. In addition to fully adhering to all sanctions, we will continue to monitor developments in the region, including the impact of rising commodity and energy prices.

As described in Part I, Item 1A - Risk Factors, in the annual report on Form 10-K for the fiscal year ended December 31, 2021, we may encounter financial difficulties if the United States or other global economies experience an additional or continued long-term economic downturn as our product sales are sensitive to declines in capital spending by our customers. We are actively monitoring the macroeconomic environment, especially the potential impact of global supply chain constraints on material inflation, and the potential decreased demand for our products.

Outlook

We expect the supply chain challenges and inflationary trends to continue in the second half of 2022. Global economic conditions continue to be highly volatile and uncertainty remains regarding the timing of a full recovery. We continue to monitor prices in the current inflationary environment and will take action accordingly. Strategic investments made during the second quarter have positioned us to address the strong overall demand for our products in 2022. However, we anticipate that we will need to remain agile as we continue to manage evolving ~~situation and guidance from authorities. The timing and extent of~~challenges throughout the ~~impact of the pandemic is influenced by factors such as variants, vaccination rates and broader economic impacts. Accordingly, we cannot reasonably estimate~~year. We remain confident in the long-term ~~impact of~~growth trends for all our products and services in the ~~pandemic on our financial results.~~markets we serve.

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Results

The following table compares the results of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively (in millions, except per share data and percentages):

	Three Months Ended													Six Months Ended												Three Months Ended												Six Months Ended
	June 30,													June 30,												June 30,												June 30,
	2021			%			2020				%			2021			%			2020			%			2022			%			2021			%			2022			%			2021			%
Net sales	$	279.1			100.0		$	214.0				100.0		$	542.4			100.0		$	466.1			100.0		$	280.2			100.0		$	279.1			100.0		$	538.3			100.0		$	542.4			100.0
Cost of sales		164.2			58.8			124.5				58.2			314.2			57.9			273.8			58.7			174.1			62.1			164.2			58.8			333.3			61.9			314.2			57.9
Gross profit		114.9			41.2			89.5				41.8			228.2			42.1			192.3			41.3			106.1			37.9			114.9			41.2			205.0			38.1			228.2			42.1
Selling and administrative expense																											79.1			28.2			86.2			30.9			155.7			28.9			165.6			30.5
Research and development expense		8.3			3.0			6.6				3.1			15.7			2.9			14.0			3.0			7.9			2.8			8.3			3.0			15.6			2.9			15.7			2.9
Selling and administrative expense		86.2			30.9			60.0				28.0			155.8			28.7			141.0			30.3
Gain on sale of assets																											(3.7	)	��	(1.3	)		—			—			(3.7	)		(0.7	)		(9.8	)		(1.8	)
Operating income		20.4			7.3			22.9				10.7			56.7			10.5			37.3			8.0			22.8			8.1			20.4			7.3			37.4			6.9			56.7			10.5
Interest expense, net		(2.1	)		(0.8	)		(4.8	)			(2.2	)		(6.0	)		(1.1	)		(9.0	)		(1.9	)		(1.2	)		(0.4	)		(2.1	)		(0.8	)		(1.5	)		(0.3	)		(6.0	)		(1.1	)
Net foreign currency transaction gain (loss)		—			—			—				—			0.5			0.1			(4.1	)		(0.9	)
Net foreign currency transaction (loss) gain																											(1.0	)		(0.4	)		—			—			(0.4	)		(0.1	)		0.5			0.1
Loss on extinguishment of debt		(11.3	)		(4.0	)		—				—			(11.3	)		(2.1	)		—			—			—			—			(11.3	)		(4.0	)		—			—			(11.3	)		(2.1	)
Other income (expense), net		0.2			0.1			(0.2	)			(0.1	)		0.3			0.1			—			—
Other (expense) income, net																											(0.3	)		(0.1	)		0.2			0.1			(0.5	)		(0.1	)		0.3			0.1
Income before income taxes		7.2			2.6			17.9				8.4			40.2			7.4			24.2			5.2			20.3			7.2			7.2			2.6			35.0			6.5			40.2			7.4
Income tax (benefit) expense		(2.6	)		(0.9	)		3.6				1.7			4.7			0.9			4.7			1.0
Net income including noncontrolling interest		9.8			3.5			14.3		��		6.7			35.5			6.5			19.5			4.2
Net income attributable to Tennant Company	$	9.8			3.5		$	14.3				6.7		$	35.5			6.5		$	19.5			4.2
Net income attributable to Tennant Company per share - diluted	$	0.51					$	0.77						$	1.88					$	1.05
Income tax expense (benefit)																											3.7			1.3			(2.6	)		(0.9	)		8.1			1.5			4.7			0.9
Net income																										$	16.6			5.9		$	9.8			3.5		$	26.9			5.0		$	35.5			6.5
Net income per share - diluted																										$	0.89					$	0.51					$	1.44					$	1.88

Net Sales

Consolidated net sales for the second quarter of ~~2021~~2022 totaled ~~$279.1~~$280.2 million, a ~~30.4%~~0.4% increase as compared to consolidated net sales of ~~$214.0~~$279.1 million in the second quarter of ~~2020.~~2021. Consolidated net sales for the first six months of ~~2021~~2022 were ~~$ 542.4~~$538.3 million, a ~~16.4% increase~~0.8% decrease compared to consolidated net sales of ~~$ 466.1~~$542.4 million in the first six months of ~~2020.~~2021.

The ~~30.4%~~0.4% increase in consolidated net sales in the second quarter of ~~2021~~2022 as compared to the same period in ~~2020~~2021 was driven by:

	•	A net unfavorable impact from foreign currency exchange of approximately 4.0%; and
	•	An organic sales increase of approximately ~~27.5%~~4.4%, which excludes the effects of foreign currency exchange. The organic sales increase was primarily due to the impact of higher selling prices across all regions, partially offset by volume declines due to limited availability of certain component parts resulting from continued supply chain constraints.

The 0.8% decrease in consolidated net sales in the first six months of 2022 as compared to the same period in 2021 was driven by:

	•	A net unfavorable impact from foreign currency exchange of approximately 3.1%;
	•	An organic sales increase of approximately 2.6%, which excludes the effects of foreign currency exchange and divestitures. The organic sales increase was primarily due to ~~volume growth~~the impact of higher selling prices across all ~~regions;~~ regions, partially offset by volume declines resulting from continued supply chain constraints; and
	•	An unfavorable impact from the divestiture of our Coatings business in the first quarter of ~~2.5%; and~~
	•	~~A net favorable impact from foreign currency exchange across all regions~~2021 of ~~approximately 5.4%.~~

~~The 16.4% increase in consolidated net sales in the first six months of 2021 as compared to the same period in 2020 was driven by:~~

	•	An organic sales increase of approximately 14.3%, which excludes the effects of foreign currency exchange and divestitures. The organic sales increase was primarily due to volume growth across all regions due to continued recovery from COVID-19 in 2021;
	•	~~An unfavorable impact from the divestiture of our Coatings business of 2.0%; and~~
	•	~~A net favorable impact from foreign currency exchange across all regions of approximately 4.1%~~0.3%.

The following table sets forth the net sales by geographic area for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in millions, except percentages):

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

% Change

2021

2020

% Change

Americas
$ 167.2 $ 136.3 22.7 % $ 325.0 $ 298.9 8.7 %
Europe, Middle East and Africa
85.2 54.8 55.5 % 166.1 126.8 31.0 %
Asia Pacific
26.7 22.9 16.6 % 51.3 40.4 27.0 %
Total
$ 279.1 $ 214.0 30.4 % $ 542.4 $ 466.1 16.4 %

	Three Months Ended							Six Months Ended
	June 30,							June 30,
	2022		2021		% Change			2022		2021		% Change
Americas	$	178.4	$	167.2		6.7	%	$	338.7	$	325.0		4.2	%
Europe, Middle East and Africa		77.3		85.2		(9.3	)%		156.0		166.1		(6.1	)%
Asia Pacific		24.5		26.7		(8.2	)%		43.6		51.3		(15.0	)%
Total	$	280.2	$	279.1		0.4	%	$	538.3	$	542.4		(0.8	)%

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Americas

~~Net~~Americas net sales ~~in the Americas~~ were ~~$167.2~~$178.4 million for the second quarter of ~~2021,~~2022, an increase of ~~22.7%~~6.7% from the second quarter of ~~2020. Foreign~~2021. Organic sales grew 6.5% in the Americas, mainly due to higher selling prices across the region and volume increases in Latin America, partially offset by volume declines in North America. Demand in the region remained strong; however, diminished parts availability, due to global supply chain constraints, resulted in increased backlog levels. Additionally, foreign currency exchange within the Americas favorably impacted net sales by approximately ~~1.1%~~0.2% in the second quarter of ~~2021. The divestiture of the Coatings business resulted in a decline in~~2022.

Americas net sales of approximately 3.8%. Organic sales growth in the Americas favorably impacted net sales by approximately 25.4% for the second quarter of 2021 due to growth in most channels and products compared to the second quarter of 2020, which was greatly impacted by COVID-19. The growth was partly limited by increased backlog levels in North America from parts shortages due to supply chain challenges and labor shortages.

~~Net sales in the Americas~~ were ~~$325.0~~$338.7 million for the first six months of ~~2021,~~2022, an increase of ~~8.7%~~4.2% from the first six months of ~~2020. Foreign~~2021. Organic sales grew 4.5% in the Americas, mainly due to higher selling prices, partially offset by lower volume. Additionally, foreign currency exchange within the Americas favorably impacted net sales by ~~0.1%. The~~approximately 0.2% in the first six months of 2022. These items were offset by the divestiture of the Coatings business ~~resulted~~in the first six months of 2021 resulting in a decline in net sales of approximately ~~3.2%. Organic sales growth~~0.5% in ~~the Americas favorably impacted net sales by 11.8% due to growth in most regions and products compared to~~ the first six months of ~~2020, which was more impacted by COVID-19. The growth was partly offset by declines due to the prior period's strong sales performance in the strategic account channel.~~2022.

Europe, Middle East and Africa ("EMEA")

EMEA net sales were ~~$85.2~~$77.3 million for the second quarter of ~~2021, an increase~~2022, a decrease of ~~55.5%~~9.3% from the second quarter of ~~2020.~~2021. Foreign currency exchange within EMEA ~~favorably~~unfavorably impacted net sales by approximately ~~15.3% in the second quarter of 2021.~~12.3%. Organic sales ~~growth~~grew 3.0% in EMEA, ~~favorably impacted net sales by approximately 40.2% for the second quarter~~ primarily due to ~~market~~higher selling prices, growth ~~across~~in services and parts and consumables. This was partially offset by volume declines as lack of component parts due to global supply chain constraints has limited our ability to meet the ~~region compared to~~strong demand in the ~~second quarter of 2020, which was greatly impacted by COVID-19.~~region.

EMEA net sales were ~~$166.1~~$156.0 million for the first six months of ~~2021, an increase~~2022, a decrease of ~~31.0%~~6.1% from the first six months of ~~2020.~~2021. Foreign currency exchange within EMEA ~~favorably~~unfavorably impacted net sales by approximately ~~12.3% in the first six months of 2021.~~9.7%. Organic sales ~~growth~~grew 3.6% in EMEA, ~~favorably impacted net sales by approximately 18.7% for the first six months of 2021~~ primarily due to ~~market~~higher selling prices, growth ~~across the region compared to the first six months~~in services, and higher sales of ~~2020, which was more impacted by COVID-19.~~parts and consumables.

Asia Pacific ("APAC")

APAC net sales were ~~$26.7~~$24.5 million for the second quarter of ~~2021, an increase~~2022, a decrease of ~~16.6%~~8.2% from ~~the second quarter of 2020. Foreign currency exchange within APAC favorably impacted net sales by approximately 7.0% in~~ the second quarter of 2021. Organic sales declined 4.5% in APAC, primarily due to volume declines in China as government shutdowns related to COVID-19 continue to unfavorably impact demand. This was partially offset by growth in equipment and parts and consumables in Australia. Foreign currency exchange within APAC ~~favorably~~unfavorably impacted net sales by approximately ~~9.6% for~~3.7% in the second quarter ~~primarily due to strength in Australia across all product categories. China net sales were flat due to parts shortages caused by supply chain challenges.~~of 2022.

APAC net sales were ~~$51.3~~$43.6 million for the first six months of ~~2021, an increase~~2022, a decrease of ~~27.0%~~15.0% from ~~the first six months of 2020. Foreign currency exchange within APAC favorably impacted net sales by approximately 7.8% in~~ the first six months of 2021. Organic sales ~~growth~~declined 12.0% in APAC, ~~favorably~~primarily due to government shutdowns in China related to COVID-19 outbreaks impacting our ability to deliver finished goods to customers. This was partly offset by volume upside in Australian markets. Foreign currency exchange within APAC unfavorably impacted net sales by approximately ~~19.2% for~~3.0% in the first six months of ~~2021 primarily due to growth across the region, primarily in Australia and China.~~2022.

Gross Profit

Gross profit margin of ~~41.2%~~37.9% was 60330 basis points lower in the second quarter of ~~2021~~2022 compared to the second quarter of ~~2020.~~2021. The decrease ~~primarily reflected~~was attributable to the broad effects of inflation on materials, labor, and freight costs, partly offset by higher ~~freight, material and labor costs and~~selling prices. Inflation contributed to a $4.9 million LIFO charge during the ~~impact~~second quarter of ~~government credits received~~2022 compared to $2.4 million in the second quarter of 2020, partially offset by favorable pricing and cost-savings actions. The government benefits included in gross profit in the second quarter of 2020 were $3.8 million. The benefits represent wage subsidies received from various European and Canadian authorities that are not required to be repaid.2021.

Gross profit margin of ~~42.1%~~38.1% was 80400 basis points ~~higher~~lower in the first six months of ~~2021~~2022 compared to the first six months of ~~2020.~~2021. The ~~increase primarily reflected increased favorable pricing~~decrease was due to inflation on materials and ~~cost-savings actions, partially~~higher freight costs, partly offset by ~~higher freight, material and labor costs and~~price increases. Inflation contributed to a LIFO charge of $6.0 million during the ~~impact~~first six months of ~~government credits received~~2022 compared to $2.2 million in the first six months of ~~2020, as described above. All government benefits~~2021.

Operating Expense

Selling and Administrative Expense

Selling and administrative expense ("S&A expense") was $79.1 million for the second quarter of 2022, a decrease of $7.1 million compared to the second quarter of 2021. As a percentage of net sales, S&A expense for the second quarter of 2022 decreased 270 basis points to 28.2% from 30.9% in the second quarter of 2021. The S&A expense decrease in the second quarter of 2022 was primarily driven by lower variable employee compensation expenses, partially offset by increased strategic project spend initiatives to address strong overall demand.

S&A expense was $155.7 million for the first six months of ~~2020 were received~~2022, a decrease of $9.9 million compared to the first six months of 2021. As a percentage of net sales, S&A expense for the first six months of 2022 decreased 160 basis points to 28.9% from 30.5% in the ~~second quarter~~first six months of ~~2020.~~

~~While we are currently unable to estimate~~2021. The S&A expense decrease in the ~~duration and the financial magnitude, we expect the increased cost~~first six months of ~~freight, materials and labor to negatively impact our results for the last half of 2021, and potentially beyond.~~

~~Operating Expense~~2022 was primarily driven by lower variable employee compensation expenses.

Research and Development Expense

Research and ~~Development~~development ("R&D") expense was ~~$8.3~~$7.9 million, or ~~3.0%~~2.8% of net sales, for the second quarter of ~~2021,~~2022, essentially flat ~~as a percentage of net sales~~ compared to the second quarter of ~~2020.~~2021. R&D expense was ~~$15.7~~$15.6 million, or 2.9% of net sales, for the first six months of ~~2021,~~2022, flat as a percentage of net sales compared to the first six months of ~~2020.~~2021.

We continue to invest in developing innovative products and technologies at levels necessary to propel our technology and innovation leadership position.

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~~Selling and Administrative Expense~~

Selling and administrative expense ("S&A expense") was $86.2 million for the second quarter of 2021, an increase of $26.2 million compared to the second quarter of 2020. As a percentage of net sales, S&A expense for the second quarter of 2021 increased 290 basis points to 30.9% from 28.0% in the second quarter of 2020. The S&A expense increase in the second quarter of 2021 was primarily driven by more normalized spending throughout the quarter compared to the second quarter of 2020 when the Company took cost containment actions, including employee furloughs, reduction in travel spending, and temporary pay reductions, as well as benefits from government programs received related to COVID-19 and adjustments to management incentives. The government benefits included in S&A expense in the first six months of 2020 were $1.4 million and did not repeat in 2021. The benefits represent wage subsidies received from various European and Canadian authorities that are not required to be repaid.

S&A expense was $155.8 million for the first six months of 2021, an increase of $14.8 million compared to the first six months of 2020. As a percentage of net sales, S&A expense for the first six months of 2021 decreased 160 basis points to 28.7% from 30.3% in the first six months of 2020. The S&A increase in the first six months of 2021 was primarily driven by the same factors as the drivers for the changes during the second quarter of 2021 compared to the second quarter of 2020, offset by a 180 basis point benefit related to the inclusion in S&A expense of a $9.8 million pre-tax gain on the sale of the Coatings business that occurred in the first quarter of 2021.

Total Other Expense, Net

Interest Expense, Net

Interest expense, net was ~~$2.1~~$1.2 million ~~and $6.0 million of net expense~~ in the second quarter ~~and~~of 2022 compared to $2.1 million in the same period of 2021. Interest expense, net was $1.5 million in the first six months of ~~2021, respectively,~~2022 compared to ~~$4.8~~$6.0 million ~~and $9.0 million of net expense~~ in the same ~~periods~~period of ~~2020, respectively.~~2021. The decrease in both periods of 2021 was due to the restructuring of debt in the second quarter of 2021, which resulted in lower interest expense from more favorable interest ~~rates.~~rates and a lower amount of outstanding debt. Our debt portfolio as of June 30, 2022 was comprised of debt predominately in U.S. dollars. We are exposed to changes in interest rates as a result of borrowing activities with variable interest rates that impact interest incurred.

Net Foreign Currency Transaction (Loss) Gain ~~(Loss)~~

Net foreign currency transaction (loss) gain ~~(loss)~~ was a $1.0 million loss and less than $0.1 million loss in the second quarter of 2022 and 2021, ~~and 2020.~~respectively. Net foreign currency transaction (loss) gain ~~(loss)~~ was a $0.4 million loss and a $0.5 million gain in the first six months of 2022 and 2021, ~~compared to a $4.1 million loss in the same period of 2020.~~respectively. The ~~favorable~~unfavorable impact ~~from foreign currency transactions in the first six months of 2021~~ was primarily due to the strengthening of the Brazilian real relative to the euro during this time. The unfavorable impact from foreign currency transactions in the first six months of 2020 was primarily due to significant strengthening of the U.S. dollar relative to the Brazilian real ~~and Mexican peso.~~

~~Loss~~ on ~~Extinguishment of Debt~~

~~Loss on extinguishment of debt was $11.3 million in the second quarter and first six months of 2021 due to the restructuring of debt that occurred in the second quarter of 2021.~~

~~Other Income (Expense), Net~~

Other income (expense), net was $0.2 million and $0.3 million of income in the second quarter and first six months of 2021, an increase of $0.4 million and $0.3 million compared to the same periods in 2020, respectively.foreign denominated liabilities.

Income Taxes

The effective tax rate for the second quarter of ~~2021~~2022 was ~~(37.0)%, as~~18.2% compared to (36.1)% for the second quarter of ~~2020 of 19.7%.~~2021. The effective tax rate for the first six months of ~~2021~~2022 was ~~11.6%~~23.1% compared to ~~19.3%~~11.7% for the ~~same period~~first six months of ~~2020.~~

2021. The tax benefit for the second quarter of 2021 included a $2.7 million tax benefit associated with the $11.3 million loss on extinguishment of debt, a $0.3 million tax benefit associated with a $0.9 million restructuring charge, and a $0.5 million tax benefit associated with a $0.7 million acquisition contingent consideration adjustment. The underlying tax rate for the quarter was 4.0% excluding these non-recurring expenses and related tax benefits.

The tax expense for the second quarter of 2020 included a $0.1 million tax benefit associated with a $0.3 million restructuring charge. The underlying tax rate was 20.4% excluding these non-recurring expenses and related tax benefits.

~~Excluding these non-recurring expenses, the~~ effective tax rate for both the second quarter and the first six months of ~~2021 decreased~~2022 increased primarily due to a high level of discrete tax benefit items ~~recognized~~ in 2021 compared to ~~2020~~2022 and the mix in expected full year taxable earnings by country. For the second quarter of 2021, the discrete tax benefits included the release of certain tax reserves as a result of a lapse in the applicable statute of limitations and a $3.4 million benefit associated with the reversal of a valuation allowance related to tax loss carryovers in ~~the~~The Netherlands. The reversal was driven by a change in law providing an unlimited carryforward period.

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial. No deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our foreign investments to the United States.

Backlog

Backlog is one of the many indicators of business conditions in the Company's markets. Our order backlog at June 30, 2022 was approximately three times larger compared to June 30, 2021. During the second quarter of 2022, our order backlog increased approximately 11.0%. The increase in our order backlog was primarily due to higher order rates coupled with persistent supply chain challenges that impacted our ability to obtain raw materials and component parts. Unless these factors change, we expect our backlog level to remain high throughout 2022. Backlog includes orders that can be cancelled or postponed at the option of the customer at any time without penalty.

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Liquidity and Capital Resources

Liquidity

Cash, cash equivalents and restricted cash totaled ~~$135.1~~$73.8 million at June 30, ~~2021,~~2022, as compared to ~~$141.0~~$123.6 million as of December 31, ~~2020.~~2021. 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~~2.0 as of June 30, ~~2021~~2022 and ~~1.9~~1.8 as of December 31, ~~2020,~~2021, and our primary working capital, which is comprised of accounts receivable, inventories and accounts payables, was ~~$238.1~~$283.9 million and ~~$239.3~~$250.5 million, respectively. Our debt-to-capital ratio was ~~38.1%~~38.0% as of June 30, ~~2021,~~2022, compared to ~~43.2%~~38.1% as of December 31, ~~2020.~~2021.

In the second quarter of 2021, we signed an agreement (the "2021 Credit Agreement") that restructured our previous credit agreement. The 2021 Credit Agreement provides greater flexibility with fewer restrictive covenants and more favorable interest rates than the previous arrangement, consisting of a term loan facility in an amount up to $100.0 million and a revolving facility in an amount up to $450.0 million with an option to expand the revolving facility by up to $275.0 million with the consent of the lenders willing to provide additional borrowings in the form of increases to their revolving facility commitment or funding of incremental term loans. As a result, we expect future interest expense to be lower by approximately $1.0 million per month as compared to periods prior to the debt restructuring. In the second quarter of 2021, we used the proceeds from the 2021 Credit Agreement to retire our 5.625% Senior Notes due 2025. As of June 30, ~~2021, we had outstanding borrowings of $100.0 million and $168.0 million under our term loan facility and revolving facility, respectively. As of June 30, 2021,~~2022, we had letters of credit and bank guarantees outstanding in the amount of ~~$3.2~~$2.9 million, leaving approximately ~~$278.8~~$279.1 million of unused borrowing capacity on our revolving facility. ~~See Note 8~~

On August 3, 2022, the Company's Board of Directors authorized a quarterly cash dividend of $0.25 per share payable September 15, 2022, to shareholders of record at the ~~Consolidated Financial Statements for more detail~~close of business on ~~the 2021 Credit Agreement.~~August 31, 2022.

Cash Flow ~~From~~from Operating Activities

~~Operating activities provided $37.8 million of~~Net cash ~~for the six months ended June 30, 2021. Cash provided by~~used in operating activities was driven primarily by inflows from a strong performance influencing net income, by adding back non-cash items of $32.0 million and an increase in accounts payable of $16.9 million. These cash inflows were partially offset by cash outflows resulting from an increase in inventories of $32.3 million and an increase in receivables of $13.5 million.

~~Cash Flow From Investing Activities~~

~~Investing~~ activities during the six months ended June 30, ~~2021~~2022 was $23.6 million compared to net cash provided by operating activities of $37.8 million during the six months ended June 30, 2021. The increase in cash used was primarily driven by an increase in working capital attributable to the effects of inflation as well as an investment in constrained component parts to prepare for a ramp in production.

Cash Flow from Investing Activities

Net cash used in investing activities during the six months ended June 30, 2022 was $10.1 million compared to net cash provided by investing activities of $16.7 million ~~resulting from $24.7 million~~during the six months ended June 30, 2021. The increase of cash outflows was primarily the result of lower cash proceeds from the prior year sale of our Coatings business ~~net of cash divested, partially offset by $8.0 million of capital expenditures.~~in 2021.

Cash Flow ~~From~~from Financing Activities

Net cash used in financing activities ~~was $58.6 million~~decreased during the six months ended June 30, 2022 compared to the six months ended June 30, 2021 primarily due to a decrease in repayments of borrowings in the first six ~~months~~month of ~~2021. Proceeds from borrowings of $315.8 million were mainly offset by payments of debt of $360.4 million, dividend payments of $8.6 million and a debt extinguishment payment of $8.4 million.~~2022.

Newly Issued Accounting Guidance

See Note 2 to the Consolidated Financial Statements for information on new accounting pronouncements.

No other new accounting pronouncements issued but not yet effective have had, or are expected to have, a material impact on our results of operations or financial position.

Cautionary Statement Relevant to Forward-Looking Information

This Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue” or similar words or the negative thereof. These statements do not relate to strictly historical or current facts and provide current expectations of forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. Particular risks and uncertainties presently facing us include: geopolitical and economic uncertainty throughout the world; uncertainty surrounding the impacts and duration of the COVID-19 pandemic; our ability to comply with global laws and regulations; our ability to adapt to customer pricing sensitivities; the competition in our business; fluctuations in the cost, quality or availability of raw materials and purchased components; our ability to adjust pricing to respond to cost pressures; unforeseen product liability claims or product quality issues; our ability to attract, retain and develop key personnel and create effective succession planning strategies; our ability to effectively develop and manage strategic planning and growth processes and the related operational plans; our ability to successfully upgrade and evolve our information technology systems; our ability to successfully protect our information technology systems from cybersecurity risks; the occurrence of a significant business interruption; our ability to maintain the health and safety of our workers; our ability to integrate acquisitions; and our ability to develop and commercialize new innovative products and services.

We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Additional information about factors that could materially affect our results can be found in Part I, Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 31, ~~2020 and Part II, Item 1A of this Form 10-Q.~~2021.

We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by us in our filings with the SEC and in other written statements on related subjects. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk since December 31, ~~2020.~~2021. For additional information, refer to Item 7A of our annual report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, ~~2021~~2022 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and our Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and our principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 year ended December 31, ~~2020.~~2021. There have been no material changes to our risk factors since the filing of that report.

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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 390,396 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~~transactions. The most recent share repurchase program approved by the Board of Directors on October 31, 2016 authorized the repurchase of 1,000,000 shares of our common stock, in addition to ~~offset~~ the ~~dilutive effect~~192,089 shares that remain authorized under the prior program that was authorized by the Board of ~~shares issued through our share-based compensation programs. As of~~Directors on June 30, 2021, our 2021 Credit Agreement restricts the payment of dividends or repurchasing of stock requiring that, after giving effect to such payments, no default exists or would result from such payment. Additionally, cash dividends are restricted to $7.5 million per quarter and approved levels of other restricted payments range from $60.0 million to unlimited based on our net leverage ratio (not taking into account any acquisition holiday) after giving effect to such payment.22, 2015.

For the Quarter Ended

Total Number of Shares

Average Price Paid

Total Number of Shares Purchased as Part of Publicly Announced Plans or

Maximum Number of Shares that May Yet Be Purchased Under the Plans or

June 30, 2021

Purchased⁽¹⁾

Per Share

Programs

Programs

April 1–30, 2021
18 $ 79.89 — 1,390,396
May 1–31, 2021
3,248 $ 78.91 — 1,390,396
June 1–30, 2021
39 $ 83.75 — 1,390,396
Total
3,305 $ 78.97 — 1,390,396

For the Quarter Ended	Total Number of Shares		Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced Plans or		Maximum Number of Shares that May Yet Be Purchased Under the Plans or
June 30, 2022	Purchased⁽¹⁾		Per Share		Programs		Programs
April 1–30, 2022		18	$	78.80		—		1,192,089
May 1–31, 2022		2,018	$	60.54		—		1,192,089
June 1–30, 2022		35	$	56.31		—		1,192,089
Total		2,071	$	60.63		—		1,192,089

⁽¹⁾

Includes ~~3,305~~2,071 shares delivered or attested to in satisfaction of the exercise price and/or tax withholding obligations by employees who exercised stock options or restricted stock under employee share-based compensation plans.

Item 6.

Exhibits

Item #	Description	Method of Filing
3i	Restated Articles of Incorporation	Incorporated by reference to Exhibit 3i to the Company’s report on Form 10-Q for the quarterly period ended June 30, 2006.
3ii	Amended and Restated By-Laws	Incorporated by reference to Exhibit 3iii to the Company’s Form 8-K dated December 14, 2010.
3iii	Articles of Amendment of Restated Articles of Incorporation of Tennant Company	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~~	~~Indenture dated as of April 18, 2017~~	~~Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed April 24, 2017.~~
~~10.1~~	~~Credit Agreement, dated as of April 5, 2021~~	~~Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 7, 2021.~~
~~10.2~~	~~Offer Letter with Fay West commencing April 15, 2021~~	~~Filed herewith electronically.~~
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO	Filed herewith electronically.
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO	Filed herewith electronically.
32.1	Section 1350 Certification of CEO	Filed herewith electronically.
32.2	Section 1350 Certification of CFO	Filed herewith electronically.
101	The following financial information from Tennant Company's Quarterly Report on Form 10-Q for the period ended June 30, ~~2021,~~2022, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Income for the three and six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (iii) Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020;~~2021; (iv) Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; (v) Consolidated Statements of Equity for the six months ended June 30, ~~2021~~2022 and ~~2020;~~2021; and (vi) Notes to the Consolidated Financial ~~Statements.~~Statements	Filed herewith electronically.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith electronically.

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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:~~	~~August 3, 2021~~	~~/s/ David W. Huml~~
		David W. Huml President and Chief Executive Officer

Date:	August ~~3, 2021~~9, 2022	/s/ Fay West
		Fay West Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

	Tennant Company Shareholders
	Common Shares		Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Tennant Company Shareholders' Equity			Noncontrolling Interest		Total Equity
Balance, December 31, 2020		18,503,805	$	6.9	$	54.7	$	363.3		$	(20.1	)	$	404.8		$	1.3	$	406.1
Net income				0		0		25.7			0			25.7			0		25.7
Other comprehensive loss				0		0		0			(10.7	)		(10.7	)		0		(10.7	)
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 22,724 shares		102,681		0.1		1.3		0			0			1.4			0		1.4
Share-based compensation				0		3.1		0			0			3.1			0		3.1
Dividends paid $0.23 per common share				0		0		(4.2	)		0			(4.2	)		0		(4.2	)
Balance, March 31, 2021		18,606,486	$	7.0	$	59.1	$	384.8		$	(30.8	)	$	420.1		$	1.3	$	421.4
Net income				0		0		9.8			0			9.8			0		9.8
Other comprehensive income				0		0		0			4.9			4.9			0		4.9
Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 3,305 shares		58,579		0		1.9		0			0			1.9			0		1.9
Share-based compensation				0		3.9		0			0			3.9			0		3.9
Dividends paid $0.23 per common share				0		0		(4.4	)		0			(4.4	)		0		(4.4	)
Balance, June 30, 2021		18,665,065	$	7.0	$	64.9	$	390.2		$	(25.9	)	$	436.2		$	1.3	$	437.5

	*Severance-related costs*
December 31, 2019 balance	$	4.5
2020 activity:
New charges		6.2
Cash payments		(5.4	)
Foreign currency fluctuations		0.2
Adjustments to accrual		(1.0	)
December 31, 2020 balance	$	4.5
2021 activity:
New charges		0.9
Cash payments		(1.2	)
Foreign currency fluctuations		(0.1	)
June 30, 2021 balance	$	4.1

	*Three Months Ended*						*Six Months Ended*
	*June 30, 2020*						*June 30, 2020*
	*Foreign Currency Option Contracts*			*Foreign Currency Forward Contracts*			*Foreign Currency Option Contracts*		*Foreign Currency Forward Contracts*
Derivatives in cash flow hedging relationships:
Net (loss) gain recognized in other comprehensive income (loss), net of tax^(a)	$	(0.3	)	$	(1.8	)	$	0	$	4.2
Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net		0			0.6			0		1.1
Net loss reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction loss		0			(2.3	)		0		(0.2	)
Derivatives not designated as hedging instruments:
Net (loss) gain recognized in income^(b)		0			(1.6	)		0		0.6

	*Foreign Currency Translation Adjustments*			*Pension and Post-Retirement Medical Benefits*			*Cash Flow Hedge*			*Total*
December 31, 2020	$	(19.1	)	$	(1.7	)	$	0.7		$	(20.1	)
Other comprehensive (loss) income before reclassifications		(5.8	)		0.1			4.7			(1.0	)
Amounts reclassified from accumulated other comprehensive loss		0			0			(4.8	)		(4.8	)
Net current period other comprehensive (loss) income		(5.8	)		0.1			(0.1	)		(5.8	)
June 30, 2021	$	(24.9	)	$	(1.6	)	$	0.6		$	(25.9	)