Separate Financial Information of Guarantor Subsidiaries | 19. Separate Financial Information of Guarantor Subsidiaries The following condensed consolidated guarantor financial information is presented to comply with the requirements of Rule 3-10 of Regulation S-X. In 2017, we issued and sold $300,000 in aggregate principal amount of our 5.625% Senior Notes due 2025 (the "Notes), pursuant to an Indenture, dated as of April 18, 2017, among the company, the Guarantors (as defined below), and Wells Fargo Bank, National Association, a national banking association, as trustee. The Notes are unconditionally and jointly and severally guaranteed by Tennant Coatings, Inc. and Tennant Sales and Service Company (collectively, the "Guarantors"), which are wholly-owned subsidiaries of the company. The Notes and the guarantees constitute senior unsecured obligations of the company and the Guarantors, respectively. The Notes and the guarantees, respectively, are: (a) equal in right of payment with all of the company’s and the Guarantors’ senior debt, without giving effect to collateral arrangements; (b) senior in right of payment to all of the company’s and the Guarantors’ future subordinated debt, if any; (c) effectively subordinated in right of payment to all of the company’s and the Guarantors’ debt and obligations that are secured, including borrowings under the company’s senior secured credit facilities for so long as the senior secured credit facilities are secured, to the extent of the value of the assets securing such liens; and (d) structurally subordinated in right of payment to all liabilities (including trade payables) of the company’s and the Guarantors’ subsidiaries that do not guarantee the Notes. The following condensed consolidated financial information presents the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income (Loss) for each of the three months ended March 31, 2018 and March 31, 2017 , the related Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017 , and the related Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and March 31, 2017 , of Tennant Company ("Parent"), the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and elimination entries necessary to consolidate the Parent with the Guarantor and Non-Guarantor Subsidiaries. The following condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the company and notes thereto of which this note is an integral part. Condensed Consolidated Statement of Operations For the three months ended March 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company Net Sales $ 113,690 $ 148,433 $ 140,395 $ (129,671 ) $ 272,847 Cost of Sales 77,231 123,125 90,245 (128,391 ) 162,210 Gross Profit 36,459 25,308 50,150 (1,280 ) 110,637 Operating Expense: Research and Development Expense 6,107 204 1,685 — 7,996 Selling and Administrative Expense 29,088 19,717 43,464 — 92,269 Total Operating Expense 35,195 19,921 45,149 — 100,265 Profit from Operations 1,264 5,387 5,001 (1,280 ) 10,372 Other Income (Expense): Equity in Earnings of Affiliates 4,375 506 2,647 (7,528 ) — Interest (Expense) Income, Net (5,108 ) — 121 (9 ) (4,996 ) Intercompany Interest Income (Expense) 3,725 (1,422 ) (2,303 ) — — Net Foreign Currency Transaction Gains (Losses) 354 (1 ) (1,102 ) — (749 ) Other (Expense) Income, Net (233 ) (591 ) 598 (24 ) (250 ) Total Other Income (Expense), Net 3,113 (1,508 ) (39 ) (7,561 ) (5,995 ) Profit (Loss) Before Income Taxes 4,377 3,879 4,962 (8,841 ) 4,377 Income Tax Expense (Benefit) 1,077 899 1,589 (2,488 ) 1,077 Net Earnings (Loss) Including Noncontrolling Interest 3,300 2,980 3,373 (6,353 ) 3,300 Net Earnings Attributable to Noncontrolling Interest 26 — 26 (26 ) 26 Net Earnings (Loss) Attributable to Tennant Company $ 3,274 $ 2,980 $ 3,347 $ (6,327 ) $ 3,274 Condensed Consolidated Statement of Operations For the three months ended March 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company Net Sales $ 105,705 $ 139,080 $ 68,834 $ (122,560 ) $ 191,059 Cost of Sales 71,597 112,732 48,582 (121,588 ) 111,323 Gross Profit 34,108 26,348 20,252 (972 ) 79,736 Operating Expense: Research and Development Expense 7,946 87 413 — 8,446 Selling and Administrative Expense 32,064 20,072 21,820 — 73,956 Total Operating Expense 40,010 20,159 22,233 — 82,402 (Loss) Profit from Operations (5,902 ) 6,189 (1,981 ) (972 ) (2,666 ) Other Income (Expense): Equity in Earnings of Affiliates 1,650 329 — (1,979 ) — Interest (Expense) Income, Net (764 ) — 54 — (710 ) Intercompany Interest Income (Expense) 1,469 (1,428 ) (41 ) — — Net Foreign Currency Transaction (Losses) Gains (837 ) 2 (362 ) — (1,197 ) Other (Expense) Income, Net (157 ) (75 ) 264 — 32 Total Other Income (Expense), Net 1,361 (1,172 ) (85 ) (1,979 ) (1,875 ) (Loss) Profit Before Income Taxes (4,541 ) 5,017 (2,066 ) (2,951 ) (4,541 ) Income Tax (Benefit) Expense (584 ) 1,571 (1,024 ) (547 ) (584 ) Net (Loss) Earnings $ (3,957 ) $ 3,446 $ (1,042 ) $ (2,404 ) $ (3,957 ) Condensed Consolidated Statement of Comprehensive Income For the three months ended March 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company Net Earnings Including Noncontrolling Interest $ 3,300 $ 2,980 $ 3,373 $ (6,353 ) $ 3,300 Other Comprehensive Income (Loss): Foreign currency translation adjustments 8,381 (164 ) 7,853 (7,689 ) 8,381 Pension and retiree medical benefits 82 — 19 (19 ) 82 Cash flow hedge (2,715 ) — — — (2,715 ) Income Taxes: Foreign currency translation adjustments (17 ) — (16 ) 16 (17 ) Pension and retiree medical benefits (151 ) — — — (151 ) Cash flow hedge (501 ) — — — (501 ) Total Other Comprehensive Income, net of tax 5,079 (164 ) 7,856 (7,692 ) 5,079 Total Comprehensive Income Including Noncontrolling Interest 8,379 2,816 11,229 (14,045 ) 8,379 Comprehensive Income Attributable to Noncontrolling Interest 26 — 26 (26 ) 26 Comprehensive Income Attributable to Tennant Company $ 8,353 $ 2,816 $ 11,203 $ (14,019 ) $ 8,353 Condensed Consolidated Statement of Comprehensive Income For the three months ended March 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company Net (Loss) Earnings $ (3,957 ) $ 3,446 $ (1,042 ) $ (2,404 ) $ (3,957 ) Other Comprehensive Income (Loss): Foreign currency translation adjustments 2,400 101 (20,697 ) 20,596 2,400 Pension and retiree medical benefits 10 — — — 10 Cash flow hedge (73 ) — — — (73 ) Income Taxes: Foreign currency translation adjustments — — — — — Pension and retiree medical benefits (18 ) — (14 ) 14 (18 ) Cash flow hedge 27 — — — 27 Total Other Comprehensive Income (Loss), net of tax 2,346 101 (20,711 ) 20,610 2,346 Comprehensive (Loss) Income $ (1,611 ) $ 3,547 $ (21,753 ) $ 18,206 $ (1,611 ) Condensed Consolidated Balance Sheet As of March 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company ASSETS Current Assets: Cash and Cash Equivalents $ 14,767 $ 2,078 $ 37,156 $ — $ 54,001 Restricted Cash — — 645 — 645 Net Receivables 605 85,079 126,581 — 212,265 Intercompany Receivables 54,461 131,279 — (185,740 ) — Inventories 32,287 16,076 102,161 (10,234 ) 140,290 Prepaid Expenses 11,781 275 9,481 — 21,537 Other Current Assets 3,864 404 1,674 — 5,942 Total Current Assets 117,765 235,191 277,698 (195,974 ) 434,680 Property, Plant and Equipment 224,426 12,738 149,966 — 387,130 Accumulated Depreciation (148,975 ) (6,502 ) (53,727 ) — (209,204 ) Property, Plant and Equipment, Net 75,451 6,236 96,239 — 177,926 Deferred Income Taxes 2,178 3,233 9,421 — 14,832 Investment in Affiliates 408,509 11,562 22,260 (442,331 ) — Intercompany Loans 314,905 — 3,690 (318,595 ) — Goodwill 12,869 1,739 181,557 — 196,165 Intangible Assets, Net 2,974 2,862 166,461 — 172,297 Other Assets 9,083 (427 ) 11,346 — 20,002 Total Assets $ 943,734 $ 260,396 $ 768,672 $ (956,900 ) $ 1,015,902 LIABILITIES AND TOTAL EQUITY Current Liabilities: Current Portion of Long-Term Debt $ 29,460 $ — $ 1,442 $ — $ 30,902 Accounts Payable 42,583 4,029 56,090 — 102,702 Intercompany Payables 131,279 1,360 53,101 (185,740 ) — Employee Compensation and Benefits 8,976 8,194 17,504 — 34,674 Income Taxes Payable 341 — 2,459 — 2,800 Other Current Liabilities 27,447 10,780 32,066 — 70,293 Total Current Liabilities 240,086 24,363 162,662 (185,740 ) 241,371 Long-Term Liabilities: Long-Term Debt 340,447 — 1,973 — 342,420 Intercompany Loans 3,690 128,000 186,905 (318,595 ) — Employee-Related Benefits 12,576 1,869 8,949 — 23,394 Deferred Income Taxes — — 53,412 — 53,412 Other Liabilities 39,564 2,669 5,701 — 47,934 Total Long-Term Liabilities 396,277 132,538 256,940 (318,595 ) 467,160 Total Liabilities 636,363 156,901 419,602 (504,335 ) 708,531 Equity: Common Stock 6,717 — 11,131 (11,131 ) 6,717 Additional Paid-In Capital 18,295 77,551 384,460 (462,011 ) 18,295 Retained Earnings 297,717 26,777 (17,872 ) (8,905 ) 297,717 Accumulated Other Comprehensive Loss (17,244 ) (833 ) (30,535 ) 31,368 (17,244 ) Total Tennant Company Shareholders' Equity 305,485 103,495 347,184 (450,679 ) 305,485 Noncontrolling Interest 1,886 — 1,886 (1,886 ) 1,886 Total Equity 307,371 103,495 349,070 (452,565 ) 307,371 Total Liabilities and Total Equity $ 943,734 $ 260,396 $ 768,672 $ (956,900 ) $ 1,015,902 Condensed Consolidated Balance Sheet As of December 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company ASSETS Current Assets: Cash and Cash Equivalents $ 18,469 $ 507 $ 39,422 $ — $ 58,398 Restricted Cash — — 653 — 653 Net Receivables 683 88,629 120,204 — 209,516 Intercompany Receivables 53,444 133,778 — (187,222 ) — Inventories 29,450 12,695 94,542 (8,993 ) 127,694 Prepaid Expenses 8,774 1,172 9,405 — 19,351 Other Current Assets 4,030 — 3,473 — 7,503 Total Current Assets 114,850 236,781 267,699 (196,215 ) 423,115 Property, Plant and Equipment 225,064 12,155 145,549 — 382,768 Accumulated Depreciation (146,320 ) (6,333 ) (50,097 ) — (202,750 ) Property, Plant and Equipment, Net 78,744 5,822 95,452 — 180,018 Deferred Income Taxes 1,308 2,669 7,157 — 11,134 Investment in Affiliates 392,486 11,273 20,811 (424,570 ) — Intercompany Loans 304,822 — 4,983 (309,805 ) — Goodwill 12,869 1,739 171,436 — 186,044 Intangible Assets, Net 2,105 2,898 167,344 — 172,347 Other Assets 10,363 — 10,956 — 21,319 Total Assets $ 917,547 $ 261,182 $ 745,838 $ (930,590 ) $ 993,977 LIABILITIES AND TOTAL EQUITY Current Liabilities: Current Portion of Long-Term Debt $ 29,413 $ — $ 1,470 $ — $ 30,883 Accounts Payable 39,927 3,018 53,137 — 96,082 Intercompany Payables 133,778 1,963 51,481 (187,222 ) — Employee Compensation and Benefits 8,311 10,355 18,591 — 37,257 Income Taxes Payable 366 — 2,472 — 2,838 Other Current Liabilities 20,183 15,760 33,504 — 69,447 Total Current Liabilities 231,978 31,096 160,655 (187,222 ) 236,507 Long-Term Liabilities: Long-Term Debt 344,147 — 1,809 — 345,956 Intercompany Loans — 128,000 181,805 (309,805 ) — Employee-Related Benefits 11,160 3,992 8,715 — 23,867 Deferred Income Taxes — — 53,225 — 53,225 Other Liabilities 31,788 2,483 1,677 — 35,948 Total Long-Term Liabilities 387,095 134,475 247,231 (309,805 ) 458,996 Total Liabilities 619,073 165,571 407,886 (497,027 ) 695,503 Equity: Common Stock 6,705 — 11,131 (11,131 ) 6,705 Additional Paid-In Capital 15,089 72,483 384,460 (456,943 ) 15,089 Retained Earnings 297,032 23,797 (21,219 ) (2,578 ) 297,032 Accumulated Other Comprehensive Loss (22,323 ) (669 ) (38,391 ) 39,060 (22,323 ) Total Tennant Company Shareholders' Equity 296,503 95,611 335,981 (431,592 ) 296,503 Noncontrolling Interest 1,971 — 1,971 (1,971 ) 1,971 Total Equity 298,474 95,611 337,952 (433,563 ) 298,474 Total Liabilities and Total Equity $ 917,547 $ 261,182 $ 745,838 $ (930,590 ) $ 993,977 Condensed Consolidated Statement of Cash Flows For the three months ended March 31, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities $ 5,815 $ 1,800 $ (2,076 ) $ — $ 5,539 INVESTING ACTIVITIES Purchases of Property, Plant and Equipment (342 ) (229 ) (2,909 ) — (3,480 ) Proceeds from Disposals of Property, Plant and Equipment 11 — 5 — 16 Proceeds from Principal Payments Received on Long-Term Note Receivable — — 167 — 167 Purchase of Intangible Asset (1,000 ) — — — (1,000 ) Loan (Payments) Borrowings from Subsidiaries (1,294 ) — — 1,294 — Net Cash Used in Investing Activities (2,625 ) (229 ) (2,737 ) 1,294 (4,297 ) FINANCING ACTIVITIES Loan Borrowings (Payments) from Parent — — 1,294 (1,294 ) — Payments of Long-Term Debt (4,000 ) — (37 ) — (4,037 ) Change in Capital Lease Obligations — — 81 — 81 Proceeds from Issuances of Common Stock 794 — — — 794 Dividends Paid (3,758 ) — — — (3,758 ) Net Cash (Used in) Provided by Financing Activities (6,964 ) — 1,338 (1,294 ) (6,920 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash 72 — 1,201 — 1,273 Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (3,702 ) 1,571 (2,274 ) — (4,405 ) Cash, Cash Equivalents and Restricted Cash at Beginning of Period 18,469 507 40,075 — 59,051 Cash, Cash Equivalents and Restricted Cash at End of Period $ 14,767 $ 2,078 $ 37,801 $ — $ 54,646 Condensed Consolidated Statement of Cash Flows For the three months ended March 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Tennant Company OPERATING ACTIVITIES Net Cash (Used in) Provided by Operating Activities $ (14,063 ) $ 438 $ 2,516 $ — $ (11,109 ) INVESTING ACTIVITIES Purchases of Property, Plant and Equipment (1,188 ) — (3,485 ) — (4,673 ) Proceeds from Disposals of Property, Plant and Equipment 6 — 47 — 53 Issuance of Long-Term Note Receivable — — (1,500 ) — (1,500 ) Acquisition of Business, Net of Cash Acquired (304 ) — — — (304 ) Purchase of Intangible Asset (2,500 ) — — — (2,500 ) Change in Investments in Subsidiaries (3,500 ) — — 3,500 — Net Cash Used in Investing Activities (7,486 ) — (4,938 ) 3,500 (8,924 ) FINANCING ACTIVITIES Change in Subsidiary Equity — — 3,500 (3,500 ) — Proceeds from Issuance of Long-Term Debt 20,000 — — — 20,000 Payments of Long-Term Debt (11,143 ) — (8 ) — (11,151 ) Proceeds from Issuance of Common Stock 1,655 — — — 1,655 Dividends Paid (3,722 ) — — — (3,722 ) Net Cash Provided by Financing Activities 6,790 — 3,492 (3,500 ) 6,782 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash (102 ) — 432 — 330 Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash (14,861 ) 438 1,502 — (12,921 ) Cash, Cash Equivalents and Restricted Cash at Beginning of Period 38,484 226 19,840 — 58,550 Cash, Cash Equivalents and Restricted Cash at End of Period $ 23,623 $ 664 $ 21,342 $ — $ 45,629 |