TENNANT CO
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
TNC$75.50+1.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
A. The following documents are filed as a part of this report:
- Financial Statements
Consolidated financial statements and related notes, together with the reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No.34), appear in Part II Item 8. Financial Statements and Supplementary Data of this Form 10-K.
- Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts
| (In millions) | 2023 | 2022 | 2021 |
|---|---|---|---|
| Allowance for doubtful accounts: | |||
| Balance at beginning of year | $6.1 | $5.3 | $4.6 |
| Charged to costs and expenses | 4.4 | 1.9 | 1.5 |
| Reclassification | — | — | — |
| Charged to other accounts(a) | — | 0.1 | 0.3 |
| Deductions(b) | (3.3) | (1.2) | (1.1) |
| Balance at end of year | $7.2 | $6.1 | $5.3 |
| Sales returns reserve: | |||
| Balance at beginning of year | $1.4 | $1.0 | $1.0 |
| Charged to costs and expenses | 2.0 | 0.9 | 0.1 |
| Deductions(b) | (1.5) | (0.5) | (0.1) |
| Balance at end of year | $1.9 | $1.4 | $1.0 |
| Allowance for excess and obsolete inventories: | |||
| Balance at beginning of year | $14.2 | $14.3 | $13.6 |
| Charged to costs and expenses | 8.9 | 0.5 | 1.7 |
| Charged to other accounts(a) | 0.1 | 0.2 | (0.3) |
| Deductions(c) | (6.0) | (0.8) | (0.7) |
| Balance at end of year | $17.2 | $14.2 | $14.3 |
| Valuation allowance for deferred tax assets: | |||
| Balance at beginning of year | $3.3 | $4.8 | $7.5 |
| Charged to costs and expenses | (0.3) | (1.4) | (2.6) |
| Charged to other accounts(a) | 0.2 | (0.1) | (0.1) |
| Balance at end of year | $3.2 | $3.3 | $4.8 |
| Warranty reserve: | |||
| Balance at beginning of year | $10.9 | $10.4 | $11.1 |
| Charged to costs and expenses | 12.2 | 9.9 | 8.5 |
| Charged to other accounts(a) | (0.1) | (0.1) | (0.2) |
| Deductions(d) | (11.8) | (9.3) | (9.0) |
| Balance at end of year | $11.2 | $10.9 | $10.4 |
(a)Primarily includes impact from foreign currency fluctuations.
(b)Includes accounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.
(c)Includes inventory identified as excess, slow moving or obsolete and charged against reserves.
(d)Includes warranty claims charged against reserves.
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
- Exhibits
| Item # | Description | Method of Filing |
| 3.1 | Restated Articles of Incorporation | Incorporated by reference to Exhibit 3i to the Company’s Form 10-Q for the quarter ended June 30, 2006. |
| 3.2 | Amended and Restated By-Laws | Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated January 13, 2023. |
| 3.3 | Articles of Amendment of Restated Articles of Incorporation of Tennant Company | Incorporated by reference to Exhibit 3iii to the Company's Form 10-Q for the quarter ended March 31, 2018. |
| 4.1 | Description of Securities | Incorporated by reference to Exhibit 4.1 to the Company's Form 10-K for the year ended December 31, 2022. |
| 10.1 | Tennant Company Executive Nonqualified Deferred Compensation Plan, as restated effective January 1, 2009, as amended* | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2012. |
| 10.2 | Form of Amended and Restated Management Agreement and Executive Employment Agreement* | Incorporated by reference to Exhibit 10.3 to the Company's Form 10-K for the year ended December 31, 2011. |
| 10.3 | Schedule of parties to Management and Executive Employment Agreement | Filed herewith electronically. |
| 10.4 | Tennant Company Non-Employee Director Stock Option Plan (as amended and restated effective May 6, 2004)* | Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2004. |
| 10.5 | Tennant Company Amended and Restated 1999 Stock Incentive Plan* | Incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders filed on March 15, 2006. |
| 10.6 | Tennant Company 2007 Stock Incentive Plan* | Incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2007 Annual Meeting of Shareholders filed on March 15, 2007. |
| 10.7 | Amended and Restated 2010 Stock Incentive Plan, as Amended* | Incorporated by reference to Appendix A to the Company's Proxy Statement for the 2013 Annual Meeting of Shareholders filed on March 11, 2013. |
| 10.8 | 2017 Stock Incentive Plan* | Incorporated by reference to Appendix A on the Company's Proxy Statement for the 2017 Annual Meeting of Shareholders filed March 15, 2017. |
| 10.9 | Form of Tennant Company 2017 Stock Incentive Plan Non-Statutory Stock Option Agreement* | Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q for the quarter ended June 30, 2017. |
| 10.10 | Form of Tennant Company 2017 Stock Incentive Plan Restricted Stock Agreement* | Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q for the quarter ended June 30, 2017. |
| 10.11 | Form of Tennant Company 2017 Stock Incentive Plan Non-Employee Director Restricted Stock Agreement* | Incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q for the quarter ended June 30, 2017. |
| 10.12 | Form of Tennant Company 2017 Stock Incentive Plan Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q for the quarter ended June 30, 2017. |
| 10.13 | Form of Tennant Company 2017 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 2018. |
| 10.14 | Tennant Company Executive Officer Cash Incentive Plan* | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 20, 2018. |
| 10.15 | Tennant Company Executive Officer Severance Plan and Summary Plan Description* | Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 10, 2018. |
| 10.16 | Tennant Company 2020 Stock Incentive Plan* | Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.17 | Form of Tennant Company 2020 Stock Incentive Plan Non-Statutory Stock Option Agreement* | Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.18 | Form of Tennant Company 2020 Stock Incentive Plan Restricted Stock Agreement* | Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.19 | Form of Tennant Company 2020 Stock Incentive Plan Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.20 | Form of Tennant Company 2020 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.21 | Form of Tennant Company 2020 Stock Incentive Plan Performance Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.22 | Form of Tennant Company 2020 Stock Incentive Plan Special Performance Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended June 30, 2020. |
| 10.23 | Amendment to Employment Agreement with David Huml* | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2021. |
| 10.24 | Non-Statutory Stock Option Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021* | Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021. |
| 10.25 | Restricted Stock Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021* | Incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021. |
| 10.26 | Restricted Stock Unit Agreement (Performance Based Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021* | Incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021. |
| 10.27 | Restricted Stock Unit Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021* | Incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021. |
| 10.28 | Credit Agreement, dated 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. |
| 10.29 | Offer Letter with Fay West commencing April 15, 2021* | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2021. |
| 10.30 | Amendment No. 1 to Credit Agreement, dated as of November 10, 2022 | Incorporated by reference to Exhibit 10.01 to the Company's Current Report on Form 8-K filed on November 17, 2022. |
| 21 | Subsidiaries of the Registrant | Filed herewith electronically. |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | Filed herewith electronically. |
| 24.1 | Powers of Attorney | Included on signature page. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | Filed herewith electronically. |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | Filed herewith electronically. |
| 32.1 | Section 1350 Certification of Chief Executive Officer | Filed herewith electronically. |
| 32.2 | Section 1350 Certification of Chief Financial Officer | Filed herewith electronically. |
| 97 | Compensation Recoupment Policy | Filed herewith electronically. |
| 101 | The following financial information from Tennant Company’s annual report on Form 10-K for the period ended December 31, 2023, filed with the SEC on February 22, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021, (iii) the Consolidated Balance Sheets as of December 31, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021, (v) the Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021, and (vi) Notes to the Consolidated Financial Statements. | Filed herewith electronically. |
| 104 | Inline Extensible Business Reporting language (iXBRL) for the cover page of this Annual Report on Form 10-K, included in Exhibit 101 | Filed herewith electronically. |
*Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.
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