TENNANT CO
10-Q, 1998-11-12
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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<PAGE>


                                     FORM 10-Q

                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                    Quarterly Report Under Section 13 or 15 (d)
                       of the Securities Exchange Act of 1934





                        For Quarter Ended September 30, 1998
                             Commission File No. 04804




                                  TENNANT COMPANY


Incorporated in Minnesota                              IRS Emp Id No. 410572550


                               701 North Lilac Drive
                                   P.O. Box 1452
                           Minneapolis, Minnesota  55440
                             Telephone No. 612-540-1200

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   X    No
                                                    -----     -----

The number of shares outstanding of Registrant's common stock, par value 
$.375 on September 30, 1998, was 9,279,903.

<PAGE>

                                                                    Page 2 of 11


                                  TENNANT COMPANY
                            Quarterly Report - Form 10-Q

                          PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
- - -----------------------------

TENNANT COMPANY AND SUBSIDIARIES - CONSOLIDATED STATEMENTS OF EARNINGS AND 
- - --------------------------------------------------------------------------
COMPREHENSIVE EARNINGS (UNAUDITED)
- - ----------------------------------
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                         Three Months                  Nine Months
                                                       Ended September 30           Ended September 30
                                                     -----------------------    -------------------------
                                                       1998           1997          1998           1997
                                                       ----           ----          ----           ----
<S>                                               <C>            <C>            <C>            <C>
Net sales                                         $   96,116     $   90,570     $  284,057     $  266,955
Less:
  Cost of sales                                       55,464         52,272        164,075        154,738
  Selling and administrative                          31,172         29,621         93,151         87,489
                                                  ----------     ----------     ----------     ----------
Profit from operations                                 9,480          8,677         26,831         24,728
Other income (expense)
  Net foreign currency gain (loss)                        93            (77)           (79)          (105)
  Interest income                                      1,036          1,236          3,345          3,470
  Interest expense                                      (573)          (518)        (1,878)        (1,504)
  Miscellaneous income (expense), net                   (214)          (103)           165           (585)
                                                  ----------     ----------     ----------     ----------
     Total other income (expense)                        342            538          1,553          1,276
                                                  ----------     ----------     ----------     ----------
Earnings before income taxes                           9,822          9,215         28,384         26,004
Taxes on income                                        3,514          3,243         10,115          9,208
                                                  ----------     ----------     ----------     ----------
Net earnings                                      $    6,308    $     5,972     $   18,269    $    16,796
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
Comprehensive earnings adjustment for
  foreign currency translation, net of tax              (877)        (1,149)        (1,210)        (1,162)
                                                  ----------     ----------     ----------     ----------
Comprehensive earnings                            $    5,431    $     4,823     $   17,059    $    15,634
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
PER SHARE

Basic net earnings                                $      .67    $       .60     $     1.91    $      1.68
Diluted net earnings                              $      .67    $       .60     $     1.91    $      1.67
Dividends                                         $      .19    $       .18     $      .55    $       .54
Weighted average number of shares
  (basic)                                          9,383,871      9,928,700      9,550,808      9,999,300
Weighted average number of shares
  (diluted)                                        9,411,800     10,006,900      9,580,100     10,077,500
</TABLE>

<PAGE>
                                                                    Page 3 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q

ITEM 1 - FINANCIAL STATEMENTS (continued)
- - -----------------------------

TENNANT COMPANY AND SUBSIDIARIES - CONSOLIDATED STATEMENTS
- - ----------------------------------------------------------
(Dollars in thousands)

                                   BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                        (Condensed from Audited
                                                                  (Unaudited)            Financial Statements)
   ASSETS                                                     September 30, 1998           December 31, 1997
                                                              ------------------        -----------------------
<S>                                                           <C>                       <C>
Cash and cash equivalents                                            $17,901                      $16,279
Receivables                                                           78,724                       83,099
   Less deferred income from sales finance charges                    (1,320)                      (1,636)
   Less allowance for doubtful accounts                               (3,358)                      (3,302)
                                                                   ---------                     --------
      Net receivables                                                 74,046                       78,161
Inventories                                                           45,707                       40,323
Prepaid expenses                                                         755                          985
Deferred income taxes, current portion                                 7,357                        7,357
                                                                   ---------                     --------
   Total current assets                                              145,766                      143,105

Property, plant, and equipment                                       163,779                      156,602
   Less allowance for depreciation                                   (99,980)                     (91,491)
                                                                   ---------                     --------
      Net property, plant, and equipment                              63,799                       65,111
Net noncurrent installment accounts receivable                         3,249                        6,337
Deferred income taxes, long-term portion                               2,269                        2,257
Intangible assets, net                                                15,766                       16,525
Other assets                                                             477                          535
                                                                   ---------                     --------
   Total assets                                                     $231,326                     $233,870
                                                                   ---------                     --------
                                                                   ---------                     --------
      LIABILITIES & SHAREHOLDERS' EQUITY
                                                                                         (Condensed from Audited
                                                                  (Unaudited)              Financial Statements)
LIABILITIES                                                    September 30, 1998            December 31, 1997
                                                               ------------------        ------------------------
<S>                                                            <C>                       <C>
Current debt                                                          $5,354                       $2,377
Accounts payable                                                      15,125                       19,078
Accrued expenses                                                      31,764                       35,694
                                                                   ---------                     --------
   Total current liabilities                                          52,243                       57,149

Long-term debt                                                        26,524                       20,678
Employee retirement-related benefits                                  24,502                       21,767
Other long-term liabilities                                             --                            190
                                                                   ---------                     --------
   Total liabilities                                                 103,269                       99,784

SHAREHOLDERS' EQUITY

Common stock                                                           3,466                        3,637
Common stock subscribed                                                  130                          444
Unearned restricted shares                                              (509)                        (789)
Retained earnings                                                    134,971                      141,656
Receivable from ESOP                                                 (10,648)                     (11,425)
Accumulated other comprehensive income (equity
   adjustment from foreign currency translation)                         647                          563
                                                                   ---------                     --------
   Total shareholders' equity                                        128,057                      134,086
   Total liabilities and shareholders' equity                       $231,326                     $233,870
                                                                   ---------                     --------
                                                                   ---------                     --------
</TABLE>

<PAGE>
                                                                   Page 4 of 11


TENNANT COMPANY
Quarterly Report - Form 10-Q

ITEM 1 - FINANCIAL STATEMENTS (continued)
- - -----------------------------

TENNANT COMPANY AND SUBSIDIARIES - CONSOLIDATED STATEMENTS (UNAUDITED)
- - ----------------------------------------------------------------------
(Dollars in thousands)

<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF CASH FLOWS                               Nine Months Ended September 30
                                                                 ------------------------------
                                                                      1998          1997
                                                                      ----          ----  
<S>                                                                <C>           <C>
Net cash flow related to operating activities                        $28,682       $30,384

Cash flow related to investing activities:
      Acquisition of property, plant, and equipment                  (14,597)      (14,417)
      Proceeds from disposals of property, plant, and equipment        4,178         3,269
      Settlement of foreign currency hedging contracts                  --             935
                                                                     -------       -------
   Net cash flow related to investing activities                     (10,419)      (10,213)

Cash flow related to financing activities:
      Net changes in current debt                                      4,541        (2,136)
      Issuance of long-term debt                                       4,163            13
      Payments to settle long-term debt                                  (27)          (16)
      Principal payment from ESOP                                        600           545
      Proceeds from employee stock issues                              1,521         1,374
      Repurchase of common stock                                     (22,259)       (7,635)
      Dividends paid                                                  (5,201)       (5,367)
                                                                     -------       -------
   Net cash flow related to financing activities                     (16,662)      (13,222)

Effect of exchange rate changes on cash                                   21           368
                                                                     -------       -------
Net increase in cash and cash equivalents                              1,622         7,317

Cash and cash equivalents at beginning of year                        16,279         9,881
                                                                     -------       -------
Cash and cash equivalents at end of third quarter                    $17,901       $17,198
                                                                     -------       -------
                                                                     -------       -------
</TABLE>

<PAGE>
                                                                    Page 5 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q

ITEM 1 - FINANCIAL STATEMENTS (continued)
- - -----------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying financial statements include 
all adjustments, consisting of normal recurring accruals, necessary for a 
fair presentation of the interim periods presented.

The results of operations for interim periods are not necessarily indicative 
of results which will be realized for the full fiscal year.

(1)  The Company's Summary of Significant Accounting Policies and other Related
     Data and Summary of Stock Plans, Bonuses, and Profit Sharing are included
     in the Company's 1997 Annual Report filed as Exhibit 13.1 to the Company's
     annual filing on Form 10-K and are incorporated in this Form 10-Q by
     reference.

(2)  Expenses

     Engineering, research and development, maintenance and repairs, warranty,
     and bad debt expenses were charged to operations for the three and nine
     months ended September 30, 1998 and 1997, as follows:

<TABLE>
<CAPTION>
                                                    Three Months            Nine Months
                                                Ended September 30      Ended September 30
                                                ------------------      ------------------
                                                  1998        1997        1998       1997
                                                  ----        ----        ----       ----
                                                            (In Thousands)
<S>                                             <C>          <C>        <C>        <C>
     Engineering, research and development       $4,091      $3,489     $12,555    $10,185
                                                 ------      ------     -------    -------
                                                 ------      ------     -------    -------
     Maintenance and repairs                     $1,155      $1,258     $ 4,174    $ 4,144
                                                 ------      ------     -------    -------
                                                 ------      ------     -------    -------
     Warranty                                    $1,612      $1,150     $ 3,936    $ 3,280
                                                 ------      ------     -------    -------
                                                 ------      ------     -------    -------
     Bad debts                                   $  364      $  338     $   862    $   676
                                                 ------      ------     -------    -------
                                                 ------      ------     -------    -------
</TABLE>

     The Company also makes accrual adjustments on a regular monthly basis for
     bonus and profit sharing expenses which are settled at year-end.  This
     allows for a fair statement of the results for the interim periods
     presented.

(3)  Inventories

     Inventories are valued at the lower of cost (principally on a last-in,
     first-out basis) or market.  The composition of inventories at September
     30, 1998, and December 31, 1997, is as follows:

<TABLE>
<CAPTION>
                                         September 30      December 31
                                            1998              1997 
                                         ------------      -----------
                                                 (In Thousands)
<S>                                      <C>               <C>
FIFO Inventories:
     Finished Goods                       $32,883            $27,028
     All Other                             32,433             31,833
LIFO Adjustment                           (19,609)           (18,538)
                                          -------            -------
LIFO Inventories                          $45,707            $40,323
                                          -------            -------
                                          -------            -------

</TABLE>

<PAGE>
                                                                    Page 6 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q

ITEM 1 - FINANCIAL STATEMENTS (continued)
- - -----------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4)  Cash Flow

     Income taxes paid during the nine months ended September 30, 1998 and 1997,
     were $14,405,000 and $10,454,600, respectively.  Interest costs paid during
     the nine months ended September 30, 1998 and 1997, were $1,866,094 and
     $1,226,318, respectively.

(5)  Earning Per Share
     (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                         For the Quarter Ended September 30, 1998
                                        ------------------------------------------
                                            Income        Shares       Per Share
                                        (Numerator)     Denominator      Amount
                                         ---------      -----------      ------
<S>                                     <C>             <C>            <C>
Basic EPS
  Income available to
  common stockholders                       $6,308          9,383      $     .67

Effect of dilutive securities
  Fixed stock options                                          29

Diluted EPS
  Income available to
  common stockholders
  + assumed conversions                     $6,308          9,412      $     .67
</TABLE>

<TABLE>
<CAPTION>
                                         For the Quarter Ended September 30, 1997
                                        ------------------------------------------
                                          Income           Shares      Per Share
                                        (Numerator)     Denominator      Amount
                                         ---------      -----------      ------
<S>                                     <C>             <C>            <C>
Basic EPS
  Income available to
  common stockholders                       $5,972          9,929           $.60

Effect of dilutive securities
  Fixed stock options                                          35
  Performance-related shares                                   43

Diluted EPS
  Income available to
  common stockholders
  + assumed conversions                     $5,972         10,007           $.60
</TABLE>

<PAGE>
                                                                    Page 7 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q

ITEM 1 - FINANCIAL STATEMENTS (continued)
- - -----------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)  Comprehensive Earnings

     Beginning the First Quarter 1998, the Company adopted SFAS No. 130,
     Reporting Comprehensive Earnings, which establishes standards for reporting
     and displaying the components of comprehensive income.  The Company has
     retroactively reflected comprehensive income to meet these requirements.

(7)  New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement No.
     133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS
     No. 133), which is required to be adopted for fiscal years beginning after
     June 15, 1999, although earlier application is permitted as of the
     beginning of any fiscal quarter.  This statement will require the company
     to recognize all derivatives on the balance sheet at fair value.
     Derivatives that are not hedges must be adjusted to fair value through
     income.  If the derivative is a hedge, depending on the nature of the
     hedge, changes in the fair value of the hedged assets, liabilities, or firm
     commitments through earnings or recognized in other comprehensive income
     until the hedged item is recognized in earnings.  The ineffective portion
     of a derivative's change in fair value will be immediately recognized in
     earnings.  The company is in the process of determining if earlier
     application would be feasible and what effect the adoption of SFAS No. 133
     will have on the company's results of operations, cash flows or financial
     position.

     New European Currency:  On January 1, 1999, eleven of the fifteen member
     countries of the European Union are scheduled to establish fixed conversion
     rates between their existing currencies and the euro, a new European
     currency, and to adopt the euro as their common legal currency (the "Euro
     Conversion").  Either the euro or a participating country's present
     currency will be accepted as legal tender from January 1, 1999, to January
     1, 2002, from which date forward only the euro will be accepted.

     The Company has a significant number of customers located in European Union
     countries participating in the Euro Conversion.  Such customers will likely
     have to upgrade or modify their computer systems and software to comply
     with euro requirements.  The amount of money the Company anticipates
     spending in connection with product development related to the Euro
     Conversion is not expected to have a material adverse effect on the
     Company's results of operations or financial condition.  The Euro
     Conversion may also have competitive implications for the Company's pricing
     and marketing strategies, which could be material in nature; however, any
     such impact is not known at this time.

     The Company has begun to analyze which of its internal systems will need to
     be modified to deal with the Euro Conversion.  The Company does not
     currently expect the cost of such modifications to have a material effect
     on the Company's results of operations or financial condition.  There is no
     assurance, however, that all problems related to the Euro Conversion will
     be foreseen and corrected, or that no material disruptions of the Company's
     business will occur.

<PAGE>
                                                                    Page 8 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q


                            PART II - OTHER INFORMATION


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
- - ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- - ---------------------

Management's discussion and analysis of financial condition and results of 
operations is included in Exhibit 13.1, attached, text portion of Report to 
Shareholders for the Nine Months Ended September 30, 1998, and is 
incorporated in this Form 10-Q by reference.

ITEM 5 - Y2K PROJECT OVERVIEW
- - -----------------------------

Tennant's company-wide Year 2000 Project (Project) is proceeding on schedule.

Tennant's Project is divided into four major sections:  Applications Systems, 
Systems Infrastructure, External Agents (suppliers/partners/distributors/ 
customers) and Embedded Systems (manufacturing and facilities).  General 
Project phases common to all sections are: 1) inventorying Year 2000 items; 
2) assigning priorities to identified items; 3) assessing the Year 2000 
compliance of items determined to be material to the company; 4) repairing or 
replacing material items that are determined not to be Year 2000 compliant; 
5) testing material items; and 6) designing and implementing contingency and 
business continuation plans.  Material items are those believed by the 
company to have risk involving the safety of individuals that may cause 
damage to either property or the environment, or affect revenues.

Progress status is as follows:

<TABLE>
<CAPTION>
                                    % Complete                 Estimated
                                   as of 9/30/98              Completion
                                   -------------              ----------  
<S>                                <C>                     <C>
 Applications Systems                   80%                2nd Quarter 1999

 Systems Infrastructure                 70%                2nd Quarter 1999

 External Agents                        50%                2nd Quarter 1999

 Embedded Systems                       60%                1st Quarter 1999
</TABLE>

A more detailed description of activities is as follows:

Applications Systems - In 1994, in order to improve access to business 
information through common integrated computing systems across the company, 
Tennant began a worldwide business systems replacement project with systems 
that use programs from SAP America, Inc. (SAP).  The new systems are expected 
to make approximately 80% of the company business systems Year 2000 
compliant.  European applications systems are completely installed, and the 
North American Industrial systems are 60% implemented.  The remaining non-SAP 
business software is in the process of being upgraded to Year 2000 
compliance.  The North American Commercial systems remediation was completed 
in September of 1998.  Contingency planning for Application Systems will 
commence in the fourth quarter of 1998 and will be completed by mid-year 
1999.  Our activity also includes assessment and remediation of nonmission 
critical personal systems.  Initial survey and assessment work is expected to 
be completed by first quarter 1999, with repair and remediation activities 
being continuous with estimated completion second quarter 1999.

<PAGE>
                                                                    Page 9 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q


PART II - OTHER INFORMATION, cont.

ITEM 5 - Y2K PROJECT OVERVIEW (cont.)
- - -----------------------------

Systems Infrastructure - The Infrastructure section consists of hardware and 
system software other than Applications Software.  Activity in this area is 
continuous with the majority being addressed and tested in conjunction with 
project and regular replacement programs.  Contingency planning for this 
section will commence the fourth quarter of 1998.

External Agents (Suppliers/Partners/Distributors/Customers) - The primary 
activity in this section involves the process of identifying and prioritizing 
critical suppliers, customers, distributors, and other partners at the direct 
interface level and communicating with them about their plans and progress in 
addressing the Year 2000 problem.  The initial survey activity has been 
completed and detailed evaluations of the most critical third parties have 
been initiated.  These evaluations will be followed by selective follow-up 
contact, and development of contingency plans will commence in the fourth 
quarter of 1998, with expected completion by the end of the first quarter 
1999.

Embedded Systems (Manufacturing and Facilities) - This area focuses on the 
hardware and software associated with embedded computer chips that are used 
in the operation of all facilities operated by the company.  Survey and 
prioritization activities are scheduled for completion in the fourth quarter 
1998.  In addition, our activities have included the evaluation of Year 2000 
dependencies in embedded chips produced in our own products all of which have 
been certified to be compliant.

COSTS
- - -----

The total cost associated with the required modifications to become Year 2000 
compliant is not expected to be material to the company's financial position. 
The core of the company's IT investments have been focused on building new 
capability while satisfying Year 2000 requirements.  The estimated total cost 
of the planned SAP activities through 1999 is approximately $20 million of 
which $16 million has been expended.  Funding for Year 2000 specific 
activities are estimated at $950,000 of which $400,000 has been expended.  
Funding for both SAP and Y2K activities is integrated with operational 
budgets, with IT funding for fiscal year 1999 estimated to be at the same 
levels as fiscal year 1998.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
- - ----------------------------------------------------------

The statements in this report are forward-looking statements and are not 
meant as historical facts.  As discussed above, many factors are involved in 
this project which contain risk and uncertainty and are beyond the control of 
the Company.  Included in this are the actions of suppliers, distributors, 
customers, and other partners.

<PAGE>
                                                                   Page 10 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q


                            PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- - -----------------------------------------

(a)  Exhibits

<TABLE>
<CAPTION>
     Item #    Description                   Method of Filing
     ------    -----------                   ----------------
<S>            <C>                           <C>
      3i       Articles of Incorporation     Incorporated by reference to
                                             Exhibit 4.1 to the Company's
                                             Registration Statement No.
                                             33-62003, Form S-8,
                                             dated  August 22, 1995.

      3ii      By-Laws                       Incorporated by reference to
                                             Exhibit 4.2 to the Company's
                                             Registration Statement No.
                                             33-59054, Form S-8, dated March 2,
                                             1993.

     13.1      Text Portion of Report to     Filed herewith electronically.
               Shareholders for
               the Nine Months Ended
               September 30, 1998

     27.1      Financial Data Schedule       Filed herewith electronically.
</TABLE>

(b)  Reports on Form 8-K

     There were no reports filed on Form 8-K for the quarter ended September 30,
     1998.


<PAGE>
                                                                  Page 11 of 11

TENNANT COMPANY
Quarterly Report - Form 10-Q


                                     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:
      --------------------------        --------------------------------------
      November 12, 1998                 John T. Pain
                                        Vice President, Treasurer and
                                        Principal Financial Officer


Date:
      --------------------------        --------------------------------------
      November 12, 1998                 Dean A. Niehus
                                        Corporate Controller and
                                        Principal Accounting Officer




<PAGE>

TO OUR SHAREHOLDERS

       Third quarter earnings of $6.3 million, or 67 cents per share, 
increased 6% from last year on a sales increase of 6%. The continued 
strengthening of the dollar reduced sales by $1.3 million and net earnings by 
an estimated $0.4 million, or 4 cents per share.

       Nine-month earnings of $18.3 million, or $1.91 per share, increased 9% 
from last year. Sales for the period were up 6%. The stronger dollar reduced 
sales by $5.2 million and net earnings by an estimated $1.3 million, or 14 
cents per share.

OPERATING MARGIN IMPROVED, BUT ORDERS WEAKENED

       We are pleased to again report a quarterly improvement in operating 
margin, a key driver of our profitability. This advance was due to a 
reduction in the selling and administrative expense rate. The lower rate was 
partly due to the drop in price of Tennant common stock during the quarter, 
which is used in incentive compensation plans. Gross margin was maintained at 
the level achieved in last year's third quarter despite the negative 
translation effect on the dollar. For the quarter, earnings per share 
increased 12% on higher net earnings and lower shares outstanding.

       Order growth for the third quarter slowed to a 2% gain in local 
currencies. This came down from the first-half pace of 7.5% and was primarily 
due to a 25% order drop in international markets other than Europe and Japan. 
On a more positive note, Industrial equipment orders in North America and 
Europe, which combined represent two thirds of our total revenue, were up 10% 
for the quarter. We anticipate that orders will remain relatively strong in 
these markets because of the number of new products in our line and our 
market leadership in segments that are least affected by an economic slowdown.

CASH FLOW CONTINUES STRONG

       Cash flow from operations of $28.6 million continues strong although 
it is somewhat below last year's level. This was caused by increases in 
receivables and inventories that exceeded revenue growth. We are focusing 
attention on both areas with the objective of showing an improvement by 
year-end.

       One of the benefits of a strong cash flow is that it has allowed us to 
pursue a stock repurchase program as a part of our efforts to enhance 
shareholder value. So far this year, 580,640 shares of Tennant common stock 
have been repurchased and authority exists to repurchase an additional 
600,000 shares without time limit.

OUTLOOK FOR REMAINDER OF 1998

       Tennant is traditionally a low backlog company, so we are dependent on 
near-term order performance. Because of the softness seen in some of our 
markets and our concern over the North American economy, we initiated actions 
to restrain expenses for the rest of this year and into the next. Assuming 
order growth continues at recent levels, we believe fourth quarter results 
can surpass last year's record performance.

/s/ Roger L. Hale               /s/ Janet Dolan
- - ---------------------           ---------------------
   Roger L. Hale                   Janet Dolan
   CHAIRMAN - CEO                  PRESIDENT - COO

October 15, 1998

CAPITALIZING ON INDUSTRY LEADERSHIP

       Tennant is clearly a market leader in industrial products in North 
America and many international locations. It is using this leadership 
position as a stepping stone to becoming preeminent globally in 
nonresidential floor maintenance equipment, floor coatings and related 
products.

       Tennant will achieve this strategic mission by implementing its growth 
strategies:

- - -      Offering the most complete line of innovative floor maintenance 
       products. This is supported by an industry-leading investment in 
       research and development to regularly introduce new and significantly 
       upgraded products.

- - -      Bringing together its complementary product lines to offer total 
       solutions to customers' floor maintenance needs, ensuring their 
       satisfaction.

- - -      Investing in technology to develop more efficient and effective 
       operations and to better serve customers.

- - -      Using a strong balance sheet and cash flow to finance expansion.

       Tennant's financial mission is to create value for shareholders by 
providing an above-average total return. Supporting financial goals are:

- - -      Annual increases of 8% in sales and better than 10% in earnings per 
       share over the long term.

- - -      Return on equity averaging 20% in the years of economic cycle growth.

       Tennant was founded in 1870. Headquartered in Minneapolis, Minnesota, 
Tennant has manufacturing facilities in Minneapolis; Holland, Michigan; and 
Uden, The Netherlands, and sells and services it products directly in eight 
countries and through distributors in more than 45 others.

PRODUCTS FOR A CLEANER AND SAFER WORLD

       This summer, Tennant proudly introduced its newest creation, the Model 
830-II Power Sweeper, the next-generation in outdoor sweepers. Ideal for 
tight outdoor areas, it easily sweeps around obstacles and snakes through 
congested city streets.

       The 830-II goes above and beyond other outdoor sweepers with its 
state-of-the-art dry-dust control system that is simply the best in the 
business. The 830-II satisfies the needs for excellent sweeping ability, 
impressive maneuverability and unsurpassed dust control.

       The Model 830-II Power Sweeper: yet another example of Tennant's 
ability to foresee and fulfill the high demands of today's cleaning market.

[PICTURE]


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Earnings for the Nine Months Ended September 30, 1998,
and the Consolidated Balance Sheet as of September 30, 1998, pages 2 and 3, and
footnote 2, page 5, of this Form 10-Q Quarterly Report, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          17,901
<SECURITIES>                                         0
<RECEIVABLES>                                   77,403
<ALLOWANCES>                                     3,358
<INVENTORY>                                     45,707
<CURRENT-ASSETS>                               145,766
<PP&E>                                         163,779
<DEPRECIATION>                                  99,980
<TOTAL-ASSETS>                                 231,326
<CURRENT-LIABILITIES>                           52,243
<BONDS>                                         26,524
                                0
                                          0
<COMMON>                                         3,466
<OTHER-SE>                                     124,590
<TOTAL-LIABILITY-AND-EQUITY>                   231,326
<SALES>                                        284,057
<TOTAL-REVENUES>                               284,057
<CGS>                                          164,076
<TOTAL-COSTS>                                  164,076
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   862
<INTEREST-EXPENSE>                               1,878
<INCOME-PRETAX>                                 28,384
<INCOME-TAX>                                    10,115
<INCOME-CONTINUING>                             18,269
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,269
<EPS-PRIMARY>                                     1.91
<EPS-DILUTED>                                     1.91
        

</TABLE>


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