TENNANT CO
10-Q, 1999-05-12
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 March 31, 1999
                             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 March 31, 1999, was 9,066,618.

<PAGE>
                                                                    Page 2 of 13
                                          
                                          
                                  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
                                                             Ended March 31
                                                     -------------------------------
                                                        1999                1998
                                                        ----                ----
<S>                                                  <C>                 <C>
Net sales                                            $    99,715         $    88,721
Less:
     Cost of sales                                        59,151              51,976
     Selling and administrative                           32,745              29,362
                                                     -----------         -----------
Profit from operations                                     7,819               7,383
Other income (expense)
     Net foreign currency loss                               (98)               (128)
     Interest income                                         770               1,142
     Interest expense                                       (584)               (564)
     Miscellaneous income (expense), net                    (305)                339
                                                     -----------         -----------
         Total other income (expense)                       (217)                789
                                                     -----------         -----------
Earnings before income taxes                               7,602               8,172
Taxes on income                                            2,716               2,929
                                                     -----------         -----------
Net earnings                                         $     4,886         $     5,243
                                                     -----------         -----------
                                                     -----------         -----------
Comprehensive earnings adjustment for                     (1,628)               (674)
     foreign currency translation, net of tax        -----------         -----------

Comprehensive earnings                               $     3,258         $     4,569
                                                     -----------         -----------
                                                     -----------         -----------
PER SHARE:

Basic net earnings                                   $       .53         $       .54
Diluted net earnings                                 $       .53         $       .54
Dividends                                            $       .19         $       .18
Weighted average number of shares                      9,171,000           9,726,000
     (basic)
Weighted average number of shares                      9,212,500           9,758,000
     (diluted)
</TABLE>

<PAGE>

                                                                   Page 3 of 13

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                                                     March 31, 1999               December 31, 1998
                                                                    --------------               -----------------
<S>                                                                 <C>                            <C>
Cash and cash equivalents                                           $     8,117                    $     17,693
Receivables                                                              85,332                          81,145
     Less deferred income from sales finance charges                       (690)                           (954)
     Less allowance for doubtful accounts                                (4,107)                         (2,956)
                                                                    -----------                    ------------
         Net receivables                                                 80,535                          77,235
Inventories                                                              47,108                          46,162
Prepaid expenses                                                          1,470                             878
Deferred income taxes, current portion                                    8,911                           8,900
                                                                    -----------                    ------------
     Total current assets                                               146,141                         150,868
Property, plant, and equipment                                          173,906                         169,515
     Less allowance for depreciation                                   (105,509)                       (102,875)
                                                                    -----------                    ------------
         Net property, plant, and equipment                              68,397                          66,640
Net noncurrent installment accounts receivable                            2,185                           2,843
Deferred income taxes, long-term portion                                  2,703                           2,657
Intangible assets, net                                                   19,580                          15,631
Other assets                                                                410                             459
                                                                    -----------                   -------------
     Total assets                                                   $   239,416                    $    239,098
                                                                    -----------                   -------------
                                                                    -----------                   -------------
</TABLE>

                       LIABILITIES & SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                              (Condensed from Audited
                                                                     (Unaudited)               Financial Statements)
LIABILITIES                                                         March 31, 1999               December 31, 1998
                                                                    --------------               -----------------
<S>                                                                 <C>                             <C>
Current debt                                                         $    5,009                      $    7,302
Accounts payable                                                         22,369                          19,042
Accrued expenses                                                         25,779                          30,647
                                                                     ----------                      ----------
     Total current liabilities                                           53,157                          56,991

Long-term debt                                                           27,085                          23,038
Long-term employee retirement-related benefits                           28,677                          27,802
                                                                     ----------                      ----------
     Total liabilities                                                  108,919                         107,831

SHAREHOLDERS' EQUITY

Common stock                                                              3,406                           3,421
Common stock subscribed                                                     153                             425
Unearned restricted shares                                                 (767)                           (307)
Retained earnings                                                       137,632                         136,730
Receivable from ESOP                                                     (9,886)                        (10,589)
Accumulated other comprehensive income (equity
     Adjustment from foreign currency translation)                          (41)                          1,587
                                                                     ----------                      ----------
     Total shareholders' equity                                         130,497                         131,267
     Total liabilities and shareholders' equity                      $  239,416                      $  239,098
                                                                     ----------                      ----------
                                                                     ----------                      ----------
</TABLE>

<PAGE>
                                                                   Page 4 of 13

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                                                     Three Months Ended March 31
                                                                                  ----------------------------------
                                                                                        1999                 1998
                                                                                  ---------------    ---------------
<S>                                                                                  <C>                 <C>
Net cash flow provided by operating activities                                       $     7,451         $     6,734

Cash flow used in investing activities:

         Acquisition of property, plant, and equipment                                    (4,724)             (4,577)
         Acquisition of Paul Andra KG, less cash acquired (note 7)                        (6,943)                 --
         Proceeds from disposals of property, plant, and equipment                           371               1,195
                                                                                     -----------         -----------
     Net cash flow used in investing activities                                          (11,296)             (3,382)

Cash flow related to financing activities:

         Net changes in current debt                                                      (2,112)                599
         Issuance of long-term debt                                                        1,439               6,061
         Payments to settle long-term debt                                                   (25)              5,777
         Principal payment from ESOP                                                         660                  --
         Proceeds from employee stock issues                                                 456                 497
         Repurchase of common stock                                                       (4,177)             (3,876)
         Dividends paid                                                                   (1,725)             (1,739)
                                                                                    -------------        ------------
     Net cash flow provided by (used in) financing activities                             (5,484)              7,319
Effect of exchange rate changes on cash                                                     (247)                 12
                                                                                   --------------     --------------
Net increase (decrease) in cash and cash equivalents                                      (9,576)             10,683
Cash and cash equivalents at beginning of year                                            17,693              16,279
                                                                                   --------------     --------------
Cash and cash equivalents at end of first quarter                                    $     8,117         $    26,962
                                                                                   --------------     --------------
                                                                                   --------------     --------------
</TABLE>

<PAGE>
                                                                 Page 5 of 13

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)  Information Incorporated by Reference from 10-K

     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 1998 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 months ended
     March 31, 1999 and 1998, as follows: 

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31
                                                      ----------------------------------
                                                               (In Thousands)
                                                       1999                      1998
                                                    -----------               -----------
<S>                                                   <C>                       <C>
       Engineering, research and development           $3,716                    $4,451
                                                       ------                    ------
                                                       ------                    ------
       Maintenance and repairs                         $1,371                    $1,560
                                                       ------                    ------
                                                       ------                    ------
       Warranty                                        $1,386                    $1,108
                                                       ------                    ------
                                                       ------                    ------
       Bad debts                                       $  336                    $  189
                                                       ------                    ------
                                                       ------                    ------
</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 March 31,
     1999, and December 31, 1998, is as follows: 

<TABLE>
<CAPTION>
                                                 March 31              December 31
                                                  1999                   1998
                                             --------------         ---------------
                                                       (In Thousands)
       <S>                                     <C>                    <C>
        FIFO Inventories:
               Finished goods                   $ 34,567               $ 32,895
               All other                          31,338                 32,162
        LIFO Adjustment                          (18,797)               (18,895)
                                                ---------              ----------
        LIFO Inventories                        $ 47,108               $ 46,162
                                                ---------              ----------
                                                ---------              ----------
</TABLE>
<PAGE>

                                                                   Page 6 of 13

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 three months ended March 31, 1999 and 1998,
     were $1,254,000 and $3,063,000, respectively.  Interest costs paid during
     the three months ended March 31, 1999 and 1998, were $615,000 and $555,000
     respectively. 

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

<TABLE>
<CAPTION>
                                      For the Quarter Ended March 31, 1999
                              ---------------------------------------------------
                                   Income           Shares           Per Share
                                (Numerator)     (Denominator)         Amount
                              --------------    ---------------     ------------
<S>                             <C>                <C>               <C>
 Basic EPS
      Income available to 
      common shareholders           $4,886            9,171             $  .53

 Effect of dilutive
 securities
      Fixed stock options                                41

 Diluted EPS
      Income available to      
      common shareholders
      + assumed conversions         $4,886            9,212             $  .53
</TABLE>

<TABLE>
<CAPTION>
                                      For the Quarter Ended March 31, 1998
                              ---------------------------------------------------
                                   Income           Shares           Per Share
                                (Numerator)     (Denominator)         Amount
                              --------------    ---------------     ------------
<S>                             <C>                <C>               <C>
 Basic EPS
      Income available to 
      common shareholders           $5,243            9,726           $  .54

 Effect of dilutive
 securities
      Fixed stock options                                32

 Diluted EPS
      Income available to      
      common shareholders
      + assumed conversions         $5,243            9,758           $  .54
</TABLE>


<PAGE>
                                                                  Page 7 of 13

TENNANT COMPANY 
Quarterly Report - Form 10-Q 

ITEM 1 - FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)  Segment Reporting

     The Company operates in one industry segment which consists of the design,
     manufacture, and sale of products and services used in the maintenance of
     nonresidential floors.

     Financial data by geographic area is before interest expense and
     elimination of intercompany transactions.  North America sales include
     sales in the United States, Canada, and Mexico.  Sales in Canada and Mexico
     comprise less than 10% of consolidated sales and are interrelated with the
     Company's U.S. operations.  Product transfers from North America are
     generally made at prices that recognize return on investment objectives for
     both the manufacturing and selling units.  Corporate items include general
     corporate expense and miscellaneous items such as net ESOP income and
     Foundation contribution expense.   


<TABLE>
<CAPTION>
                (In Thousands)                             First quarter 1999     First quarter 1998
                                                           ------------------     ------------------
<S>                                                            <C>                  <C>
Net sales
  North America
  Customer sales                                                  $ 72,403              $ 67,680
  Transfers to Europe and other international areas                 11,561                 9,258 
                                                                  --------              -------- 
    Total North America                                             83,964                76,938
  Europe customer sales                                             18,754                14,258
  Other international customer sales                                 8,558                 6,783
  Eliminations                                                     (11,561)               (9,258)
                                                                  --------              --------
Total                                                             $ 99,715              $ 88,721
                                                                  --------              --------
                                                                  --------              --------

Earnings before income taxes                                                         
  North America                                                   $  6,914              $  6,713
  Europe                                                               926                 1,292
  Other international                                                  620                   799
  Corporate items, interest income, interest                                         
    expense, and eliminations                                         (858)                 (632)
                                                                  --------              --------
Total earnings before income taxes                                $  7,602              $  8,172
                                                                  --------              --------
                                                                  --------              --------
</TABLE>
<PAGE>

                                                                    Page 8 of 13

TENNANT COMPANY 
Quarterly Report - Form 10-Q 

ITEM 1 - FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7)  Acquisition of Paul Andra KG

     On January 4, 1999, the Company acquired the shares and holdings in
     associated businesses of Paul Andra KG, a privately owned manufacturer of
     commercial floor maintenance equipment in Germany.  Paul Andra KG sells
     products principally under the Sorma brand name, including single disk
     machines, wet/dry vacuum cleaners and vacuumized scrubbers.  Sales in first
     quarter of $4 million generated a small operating loss that was in line
     with expectations.  These acquisitions are not expected to have a material
     impact on operations.
     

<TABLE>
     <S>                                           <C>
     Acquisition of Paul Andra KG:                
          Assets acquired                          $  12,763
          Liabilities assumed                       ( 10,371)
          Goodwill                                     4,551
                                                  -----------
     Total Cash Paid, less cash acquired           $   6,943
                                                  -----------
                                                  -----------
</TABLE>

     
(8)  Change in Reporting Service Labor 

     The Company reports revenue from providing repair service in its sales and
     cost of sales figures.  Through 1998, in its European operations, the
     related costs were included in selling and administrative expense.  March
     1998 figures were restated to reflect a $531K reclassification from selling
     and administrative expense to cost of sales to reflect the related
     allocable portion of service labor costs for that quarter.  This makes
     European reporting consistent with Company reporting.

(9)  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 what effect the
     adoption of SFAS No. 133 will have on the Company's results of operations,
     cash flows or financial position.


<PAGE>
                                                                    Page 9 of 13
TENNANT COMPANY
Quarterly Report - Form 10-Q 

ITEM 1 - FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)  (cont.)
     Also in 1998, the American Institute of Certified Public Accountants
     (AICPA) issued Statement of Position (SOP) 98-1, Accounting for the Costs
     of Computer Software Developed or Obtained for Internal Use, which was
     adopted by the Company in 1999.  SOP 98-1 requires that certain costs
     related to the development or purchase of internal use software be
     capitalized and amortized over the estimated useful life of the software. 
     The estimated costs to be capitalized in 1999 are approximately $1.3
     million.  $.7 million of this benefited first quarter with the remaining 
     $.6 million to be realized over the remainder of 1999.

     On January 1, 1999, eleven of the fifteen member countries of the European
     Union established fixed conversion rates between their existing currencies
     and the euro, a new European currency, and adopted 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.
                                          

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 Three Months Ended March 31, 1999, and is incorporated in
this Form 10-Q by reference.

ITEM 3 - MARKET RISK

Market risk has not changed from the market risk that existed at December 31,
1998.

<PAGE>
                                                                 Page 10 of 13

TENNANT COMPANY 
Quarterly Report - Form 10-Q 


                            PART II - OTHER INFORMATION

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 3/31/99              Completion
                                   -------------           ----------------
<S>                                 <C>                    <C>
 Applications Systems                   90%                2nd Quarter 1999

 Systems Infrastructure                 80%                2nd Quarter 1999

 External Agents                        90%                2nd Quarter 1999

 Embedded Systems                      100%                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's business systems Year 2000 compliant. 
European applications systems are completely installed, and the North American
Industrial systems are 90% implemented.  The remaining non-SAP business software
is in the process of being upgraded to Year 2000 compliance and is now 90%
complete.  The North American Commercial systems remediation was completed in
September of 1998.  Contingency planning for Application Systems is in process
and will be completed by mid-year 1999.  Our activity also includes assessment
and remediation of non-mission critical personal systems.  Initial survey and
assessment work is complete with repair and remediation activities being
continuous with estimated completion second quarter, 1999.

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 evaluation is in process
and should be complete by the second quarter of 1999.

<PAGE>

                                                                  Page 11 of 13

TENNANT COMPANY 
Quarterly Report - Form 10-Q 


PART II - OTHER INFORMATION, cont.

ITEM 5 - Y2K PROJECT OVERVIEW (cont.)

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.

Embedded Systems (Manufacturing and Facilities) - This section 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 complete.  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
$17 million has been expended.  Funding for Year 2000 specific activities are
estimated at $950,000 of which $600,000 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.

In January 1999 Tennant Company completed the purchase of Paul Andra KG. 
Activities for Year 2000 certification have been completed using the same
process as outlined for Tennant Company.  An action plan has been completed and
integrated into the corporate plan.  The majority of Y2K issues will be
addressed by conversion of systems to SAP.  All other activities have been
incorporated into the existing plan.  Funding for the SAP integration is
approximately $650,000.  Funding for the Y2K specific activities are estimated
to be less than $50,000.


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 12 of 13

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 Shareholders for        Filed herewith electronically.
               the Three Months Ended March 31, 1999

     27.1      Financial Data Schedule                           Filed herewith electronically.


(b)  Reports on Form 8-K


     There were no reports filed on Form 8-K for the quarter ended March 31, 1999.
</TABLE>
<PAGE>


                                                                 Page 13 of 13

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: May 12, 1999                      /s/ Janet Dolan
     -------------------------------    --------------------------------------
     May 12, 1999                       Janet Dolan
                                        President and Chief Executive Officer 
                                        


Date: May 12, 1999                      /s/ John T. Pain
     -------------------------------    --------------------------------------
     May 12, 1999                       John T. Pain
                                        Vice President, Treasurer and
                                        Chief Financial Officer


Date: May 12, 1999                      /s/ Dean A. Niehus
     -------------------------------    --------------------------------------
     May 12, 1999                       Dean A. Niehus
                                        Corporate Controller and
                                        Principal Accounting Officer


 


<PAGE>


TO OUR SHAREHOLDERS

I am very pleased to be making my first report to you as CEO of Tennant. Sales
reached a record for the first quarter ended March 31, 1999, and earnings per
share were almost at the record level produced during a very strong year-ago
quarter.

NORTH AMERICAN ORDERS, ACQUISITION BOOST QUARTER SALES

Sales for the first quarter were $99.7 million, up 12 percent over $88.7 million
for last year's first quarter. About two-thirds of the improvement came from our
existing business, with the remaining third coming from the Sorma acquisition,
completed in January. Net earnings for the quarter were $4.9 million, or 53
cents per diluted share, down slightly from the record of $5.2 million, or 54
cents, for the prior-year's quarter.

First quarter 1998 was an exceptionally strong period, with 23 percent earnings
per share growth, which made it a difficult quarter to outperform. However, we
almost matched this performance, despite the slow start seen in the worldwide
industrial economy in 1999.

First quarter orders rose 5 percent in North America, with all of the increase
occurring in the second half of the period. North American commercial equipment
order growth was particularly strong. Orders from our existing business in
Europe, together with Asia and other international markets were down 4 percent
in local currency. A generally weaker dollar, compared to a year ago, reduced
the translated amount of the decline to about 1 percent in U.S. dollars. The
order backlog increased by $5 million for this quarter, versus an $8 million
increase in the first quarter last year.

EARNINGS AFFECTED BY SEVERAL UNUSUAL ITEMS

Our net earnings were negatively affected by a decline in interest income from
our product financing business. We outsourced this business in 1998 in an effort
to focus on our core capabilities and offer more competitive financing rates to
our customers. As a result, this quarter included interest income only on the
portfolio of pre-existing financing contracts that gradually are being paid. In
addition, our Sorma acquisition had a small operating loss for the first
quarter. This performance was in line with our expectations, and we already have
plans in place to restore this manufacturer of commercial floor maintenance
equipment to profitability. These negatives were partially offset by the gain
from a required change in accounting method on software developed for internal
use.

CHANGE IN SERVICE LABOR ACCOUNTING

In previous years we reported revenue from providing repair service in our
European operations as part of total sales and included the related costs in
selling and administrative expense. To better match the cost of repair service
with the revenue it generates, we now include an allocable portion of service
labor cost in the cost of sales category. As a result gross margin for the first
quarter was reduced by approximately 0.7 percentage points, and selling and
administrative expense was reduced by a corresponding amount. The change in
accounting is a change in classification only and has no impact on reported net
income.

1999 OUTLOOK

Assuming currently forecasted levels of economic growth, we are optimistic that
Tennant can surpass 1998's record results. First, we will do this by focusing on
order growth. Our focus is to maintain the order growth seen in North America in
the last two months by aggressively marketing new products, restoring growth in
our existing European businesses, and successfully integrating Sorma into our
operations. Second, we will keep a tight reign on expenses. We are continuing
the companywide hiring and spending restraints put in place last year and will
take further actions as appropriate.

This letter contains various forward-looking statements involving risks and
uncertainties. These include economic and foreign currency conditions as well as
market and competitive factors. For additional information about factors that
could materially affect Tennant's actual results, please see Tennant's SEC
filings.


    /s/ Janet Dolan
- ----------------------
     Janet Dolan
   President - CEO                                  
                                                           April 19, 1999


PRODUCTS FOR A CLEANER AND SAFER WORLD

Tennant's newest outdoor litter picker keeps downtown business districts, city
sidewalks, malls, school grounds and parks litter-free.

                              (PICTURE)

The Litter Hawk-TM- cleans quietly, without creating a dust nuisance. Utilizing
both dry and water-spray dust control, it has outstanding visibility and offers
a variety of options for working comfortably among pedestrians. The ability to
ride or walk makes it even easier.

The new Litter Hawk-TM- is just one more example of Tennant's response to the
unique demands of the outdoor market.


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS FOR THE THREE
MONTHS ENDED MARCH 31, 1999, AND THE CONSOLIDATED BALANCE SHEET AS OF MARCH 31,
1999, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           8,117
<SECURITIES>                                         0
<RECEIVABLES>                                   84,642
<ALLOWANCES>                                     4,107
<INVENTORY>                                     47,108
<CURRENT-ASSETS>                               146,141
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<DEPRECIATION>                                 105,509
<TOTAL-ASSETS>                                 239,416
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                            3,406
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<TOTAL-LIABILITY-AND-EQUITY>                   239,416
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