Management's Discussion and Analysis of Financial Condition and Results of Operations
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides a comparison of the Company's results of operations, as well as liquidity and capital resources for the quarters ended September 30, 2026 and 2025. The MD&A should be read in conjunction with the Company's consolidated financial statements and notes included in Item 1 of this Quarterly Report. Throughout this MD&A, the Company refers to measures used by management to evaluate performance, including financial measures that are not defined under generally accepted accounting principles (GAAP) in the U.S. Net sales excluding acquisitions and foreign currency translation (i.e., organic sales) is not a measure of financial performance under GAAP; however, the Company believes it is useful in understanding its financial results and provides comparable measures for understanding the operating results of the Company between different periods.
Overview
Tennant Company is a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer, healthier world. The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions. Our products are used in many types of environments, including retail establishments, distribution centers, factories and warehouses, public venues such as arenas and stadiums, office buildings, schools and universities, hospitals and clinics, and more. Customers include contract cleaners to whom organizations outsource facilities maintenance as well as businesses that perform facilities maintenance themselves. The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.
Macroeconomic Events
As a global company, we are exposed to risks and uncertainties arising from macroeconomic, geopolitical, and regulatory conditions, including inflationary pressures, interest rate volatility, foreign currency fluctuations, changes in global capital markets, supply chain conditions, and evolving international trade and tariff policies. These factors continue to influence our operating environment and may impact revenue growth, margins, liquidity, and the execution of our strategic initiatives.
During the third quarter of 2026, continued instability in the Middle East contributed to volatility in global energy markets, transportation routes, and supply chains. Although markets and supply chains continued to adapt, elevated energy, freight, and other input costs remained a source of pressure during the quarter.
Inflationary pressures remained elevated and varied by region and cost category, influenced in part by higher energy costs and ongoing trade-related uncertainty. In EMEA, economic conditions remained mixed, with demand and equipment volumes varying across markets and competitive pricing pressure continuing during the period. We also continued to experience higher input costs, including tariff-related material costs in the Americas. Foreign currency movements remained an additional source of uncertainty across the markets in which we operate.
We continue to take pricing, cost, and operational actions to mitigate these impacts and monitor changes in market conditions and input costs. While economic conditions have varied across regions and markets, persistent geopolitical, regulatory, and trade-related uncertainty, together with elevated costs, may continue to affect our business, financial condition, and results of operations.
Backlog remained elevated at the end of the third quarter, although it decreased modestly from the end of the second quarter. The timing and pace of further backlog reduction remain subject to supplier performance, material availability, changes in customer demand, and continued execution of our operational improvement efforts. We also continued to advance stabilization and optimization activities related to the North America ERP implementation.
As described in Part I, Item 1A - Risk Factors in the annual report on Form 10-K for the fiscal year ended December 31, 2025, we may encounter financial difficulties if the United States or other global economies experience an additional or continued long-term economic downturn as our product sales are sensitive to
declines in capital spending by our customers. Any sustained adverse impacts to our business, the industries in which we operate, market demand for our products, and/or certain suppliers or customers may also affect our future results of operations, financial position, or cash flows. Changes in foreign currency may also adversely impact our net sales, earnings, and financial condition. We are actively monitoring the global macroeconomic environment, including geopolitical conflict, the potential impact of global supply chain constraints on material inflation, and changes in demand for our products.
Tariffs
On February 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (IEEPA) did not authorize the President to impose the challenged tariffs. Following the decision, the U.S. presidential administration imposed temporary tariffs under Section 122 of the Trade Act of 1974 for a 150-day period beginning February 24, 2026. The temporary tariffs expired on July 24, 2026, and subsequent tariff actions under Sections 301 and 232 and other statutory authorities have continued to create uncertainty regarding tariff rates and duration, refund eligibility, and the potential for additional tariffs or retaliatory measures.
During 2026, we submitted claims seeking refunds of certain previously paid IEEPA tariffs. During the third quarter of 2026, approximately $6.1 million of these claims were approved, and we received the related refunds. We recognized the benefit within cost of sales in our consolidated statements of income. Additional claims remain subject to legal, administrative, and governmental processes, and we cannot predict whether, when, or to what extent additional refunds will be approved or received.
We continue to monitor developments in U.S. and international trade policy, including changes in tariff rates and statutory authorities, refund procedures, replacement measures, and retaliatory actions. We are also evaluating sourcing, supply chain, pricing, and other commercial actions to reduce the potential impact of tariffs on our business, financial condition, and results of operations.
Outlook
We continue to operate in a dynamic environment characterized by elevated input costs, uncertainty in global trade and tariff policy, foreign currency volatility, and geopolitical developments. Customer demand and order activity have varied across regions, with strength in the Americas and continued interest in robotic and autonomous cleaning solutions, partially offset by softer conditions in certain EMEA and APAC markets. Operating performance will continue to depend on customer demand, regional market conditions, inflationary pressures, and our ability to mitigate higher costs through pricing, productivity, and other actions.
Fiscal year 2026 remains a period of operational transition as we focus on improving execution, optimizing the North America ERP platform, and realizing expected productivity and cost efficiencies. We continue to invest selectively in strategic growth initiatives while maintaining a disciplined approach to spending, working capital, liquidity, and capital allocation. The timing and extent of improved profitability will depend on our continued execution of these initiatives, as well as customer demand and broader macroeconomic conditions.
Results
The following table compares the results of operations for the three and nine months ended September 30, 2026 and 2025, respectively (in millions, except per share data and percentages):
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2026
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%
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2025
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%
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2026
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%
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2025
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%
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Net sales
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$
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322.3
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100.0
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$
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303.3
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100.0
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$
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944.2
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100.0
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$
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911.9
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100.0
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Cost of sales
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186.0
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57.7
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173.9
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57.3
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566.4
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60.0
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528.4
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57.9
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Gross profit
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136.3
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42.3
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129.4
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42.7
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377.8
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40.0
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383.5
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42.1
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Selling and administrative expense
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92.7
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28.8
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96.6
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31.8
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290.3
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30.7
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281.0
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30.8
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Research and development expense
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12.4
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3.8
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10.5
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3.5
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35.5
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3.8
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30.0
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3.3
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Operating income
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31.2
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9.7
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22.3
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7.4
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52.0
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5.5
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72.5
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8.0
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Interest expense, net
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(5.0)
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(1.6)
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(2.4)
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(0.8)
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(12.7)
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(1.3)
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(6.9)
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(0.8)
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Net foreign currency transaction gain (loss)
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0.2
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0.1
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-
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-
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(0.5)
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(0.1)
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(1.0)
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(0.1)
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Other expense, net
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(0.5)
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(0.2)
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(0.5)
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(0.2)
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(1.7)
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(0.2)
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(0.7)
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(0.1)
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Income before income taxes
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25.9
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8.0
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19.4
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6.4
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37.1
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3.9
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63.9
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7.0
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Income tax expense
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6.4
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2.0
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4.5
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1.5
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9.8
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1.0
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15.7
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1.7
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Net income
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$
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19.5
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6.1
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$
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14.9
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4.9
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$
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27.3
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2.9
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$
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48.2
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5.3
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Net income per share - diluted
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$
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1.12
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$
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0.80
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$
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1.57
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$
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2.57
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Net Sales
Consolidated net sales for the third quarter of 2026 totaled $322.3 million, a 6.2% increase as compared to consolidated net sales of $303.3 million in the third quarter of 2025. The components of the consolidated net sales change were as follows:
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026 vs. 2025
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Price
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1.6%
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2.9%
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Volume
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4.1%
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(1.8)%
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Organic growth
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5.7%
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1.1%
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Acquisitions
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0.4%
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0.5%
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Foreign currency
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0.1%
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1.9%
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Total
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6.2%
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3.5%
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The 6.2% increase in consolidated net sales in the third quarter of 2026 as compared to the same period in 2025 was driven by:
•Organic sales growth of 5.7% driven primarily by higher volumes in North America and, to a lesser extent, price realization, despite continued production and fulfillment constraints and softer demand in certain APAC markets;
•Acquisition related growth of 0.4% driven by the acquisitions of distributors in EMEA; and
•A net favorable impact from foreign currency exchange of approximately 0.1% as favorable currency movements in Latin America and APAC were substantially offset by unfavorable currency movements in EMEA.
The 3.5% increase in consolidated net sales in the first nine months of 2026 as compared to the same period in 2025 was driven by:
•A net favorable impact from foreign currency exchange of approximately 1.9% primarily due to stronger average exchange rates for the euro, Brazilian real, and Mexican peso relative to the U.S. dollar compared with the prior-year period;
•Organic sales growth of 1.1%, as price realization more than offset lower volume, primarily reflecting ERP-related production and fulfillment constraints in North America and softer demand in certain APAC markets, partially offset by volume growth in Latin America; and
•Acquisition related growth of 0.5% driven by the acquisitions of distributors in EMEA.
The following table sets forth the net sales by geographic area for the three and nine months ended September 30, 2026 and 2025 (in millions, except percentages):
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2026
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2025
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% Change
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2026
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2025
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% Change
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Americas
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$
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221.0
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$
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203.6
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8.5
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%
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$
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633.7
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$
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614.4
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3.1
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%
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Europe, Middle East and Africa
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82.5
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80.5
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2.5
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%
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255.9
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241.2
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6.1
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%
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Asia Pacific
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18.8
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19.2
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(2.1)
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%
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54.6
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56.3
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(3.0)
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%
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Total
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$
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322.3
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$
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303.3
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6.2
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%
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$
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944.2
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$
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911.9
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3.5
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%
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Americas
Americas net sales were $221.0 million for the third quarter of 2026, an increase of 8.5% from the third quarter of 2025 driven by:
•Organic sales growth of 8.1%, primarily driven by higher volumes in North America and price realization, with additional volume growth in Latin America; and
•A net favorable impact from foreign currency exchange of approximately 0.4%.
Americas net sales were $633.7 million for the first nine months of 2026, an increase of 3.1% from the first nine months of 2025 driven by:
•Organic sales growth of 2.2%, as price realization and volume growth in Latin America more than offset lower volumes in North America, primarily reflecting ERP-related production and fulfillment constraints; and
•A net favorable impact from foreign currency exchange of approximately 0.9%.
Europe, Middle East and Africa ("EMEA")
EMEA net sales were $82.5 million for the third quarter of 2026, an increase of 2.5% from the third quarter of 2025 driven by:
•Organic sales growth of 2.3%, driven primarily by price realization and higher volume across most European markets, partially offset by lower sales in Southern Europe; and
•Acquisition related growth of 1.4% driven by acquisitions of distributors; partly offset by
•A net unfavorable impact from foreign currency exchange of approximately 1.2%.
EMEA net sales were $255.9 million for the first nine months of 2026, an increase of 6.1% from the first nine months of 2025 driven by:
•A net favorable impact from foreign currency exchange of approximately 4.0%;
•Acquisition related growth of 1.9% driven by acquisitions of distributors; and
•Organic sales growth of 0.2%, as price realization more than offset lower volume, primarily in Southern Europe and export markets, with additional softness in certain other European markets.
Asia Pacific ("APAC")
APAC net sales were $18.8 million for the third quarter of 2026, a decrease of 2.1% from the third quarter of 2025 driven by:
•Organic sales decline of 4.8%, driven by lower equipment volume and unfavorable pricing across certain markets, reflecting softer market demand and distributor overstock, partially offset by volume growth in India; partly offset by
•A net favorable impact from foreign currency exchange of approximately 2.7%.
APAC net sales were $54.6 million for the first nine months of 2026, a decrease of 3.0% from the first nine months of 2025 driven by:
•Organic sales decline of 6.1%, driven primarily by lower equipment volume and continued softness in China, Australia, and Southeast Asia, together with modestly unfavorable pricing, partially offset by growth in certain markets; partly offset by
•A net favorable impact from foreign currency exchange of approximately 3.1%.
Gross Profit
Gross profit margin was 42.3% in the third quarter of 2026, down 40 basis points from the third quarter of 2025. The quarter included a $6.1 million tariff refund benefit, which increased gross profit margin by approximately 190 basis points. The underlying decline was approximately two-thirds attributable to North America and one-third to EMEA, primarily reflecting inflationary pressures, largely related to the Middle East conflict, and parts availability constraints that resulted in production inefficiencies and under-absorption, partially offset by pricing.
Gross profit margin was 40.0% in the first nine months of 2026, down 210 basis points from the first nine months of 2025, primarily reflecting ERP-related recovery costs, inflationary and operational pressures, and unfavorable volume and mix in EMEA, partially offset by pricing.
Operating Expense
Selling and Administrative Expense
Selling and administrative expense ("S&A expense") was $92.7 million for the third quarter of 2026, a decrease of $3.9 million compared to the third quarter of 2025. As a percentage of net sales, S&A expense for the third quarter of 2026 decreased 300 basis points to 28.8%. The decrease primarily reflected lower ERP modernization costs and the absence of legal contingency costs incurred in the prior-year period, partially offset by higher employee-related costs, software licensing fees, investments in resources supporting robotics, and inflationary pressures.
S&A expense was $290.3 million for the first nine months of 2026, an increase of $9.3 million compared to the first nine months of 2025. As a percentage of net sales, S&A expense for the first nine months of 2026 decreased 10 basis points to 30.7%. The increase primarily reflected higher employee-related costs, software licensing fees, unfavorable foreign currency effects, and investments in resources supporting robotics. These increases were partially offset by lower ERP modernization costs, the absence of legal contingency costs incurred in the prior-year period, and lower variable incentive compensation and bad debt expense.
Research and Development Expense
Research and development expense ("R&D expense") was $12.4 million, or 3.8% of net sales, for the third quarter of 2026, with R&D expense as a percentage of net sales increasing 30 basis points compared to the third quarter of 2025. Research and development expense ("R&D expense") was $35.5 million, or 3.8% of net sales, for the first nine months of 2026, with R&D expense as a percentage of net sales increasing 50 basis points compared to the first nine months of 2025. The increase in both periods was primarily driven by continued investment in innovation, including robotics and autonomous solutions.
We continue to invest in developing innovative products and technologies at levels necessary to propel our technology and innovative leadership position and drive growth.
Total Other Expense, Net
Interest Expense, Net
Interest expense, net was $5.0 million in the third quarter of 2026 compared to $2.4 million in the third quarter of 2025. The increase was the result of higher weighted average outstanding borrowings, including incremental borrowings to fund share repurchases, partly offset by a lower average interest rate. The following table compares the debt levels, average interest rate, interest income and interest expense for the three months ended September 30, 2026 and 2025, respectively (in millions, except percentages):
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2026
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2025
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2026
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2025
|
|
Weighted Average Outstanding Borrowings
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$
|
365.6
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|
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$
|
220.6
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|
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$
|
346.2
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$
|
213.1
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|
|
Average interest rate
|
5.4
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%
|
|
5.7
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%
|
|
5.3
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%
|
|
5.7
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%
|
|
Interest expense
|
5.6
|
|
|
3.1
|
|
|
15.2
|
|
|
9.3
|
|
|
Interest income
|
(0.6)
|
|
|
(0.7)
|
|
|
(2.5)
|
|
|
(2.4)
|
|
|
Interest expense, net
|
$
|
5.0
|
|
|
$
|
2.4
|
|
|
$
|
12.7
|
|
|
$
|
6.9
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Our debt portfolio as of September 30, 2026 was comprised of debt predominantly in U.S. dollars. The Company manages its floating rate debt exposure using fixed rate interest rate swaps to reduce the Company's risk of the possibility of increased interest costs. The Company has an aggregate $120.0 million notional amount of interest rate swaps that exchange a variable rate of interest for a fixed rate of interest of 3.44% over the term of the agreements.
Net Foreign Currency Transaction Gain (Loss)
Net foreign currency transaction gain was $0.2 million for the third quarter of 2026 compared to $0.0 million for the third quarter of 2025. Net foreign currency transaction loss was $0.5 million for the first nine months of 2026 compared to $1.0 million for the first nine months of 2025. The year-over-year improvement was primarily due to lower exchange-rate volatility affecting unhedged foreign-currency exposures compared with the prior-year period.
Income Taxes
The effective tax rate for the third quarter of 2026 was 24.7% compared to 23.2% for the third quarter of 2025. The increase was primarily due to a decrease in tax benefits from research tax credits.
The effective tax rate for the first nine months of 2026 was 26.5% compared to 24.6% for the first nine months of 2025. The increase was primarily due to higher discrete tax costs associated with share-based compensation as well as a decrease in tax benefits from research tax credits recognized in the first nine months of 2025.
In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial. No deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our foreign investments to the U.S.
Liquidity and Capital Resources
Liquidity
Cash and cash equivalents totaled $75.3 million at September 30, 2026 compared to $106.4 million as of December 31, 2025. Wherever possible, cash management is centralized and intercompany financing is used to provide working capital to subsidiaries as needed. Our current ratio was 2.2 as of September 30, 2026 and 2.0 as of December 31, 2025. Our primary working capital, which is comprised of accounts receivable, inventories and accounts payable, was $389.0 million as of September 30, 2026 and $327.8 million as of December 31, 2025. Our debt-to-capital ratio was 39.5% as of September 30, 2026 compared to 31.2% as of December 31, 2025.
As of September 30, 2026, we had letters of credit and bank guarantees outstanding in the amount of $3.1 million, leaving approximately $289.4 million of unused borrowing capacity on our revolving facility.
Cash Flow from Operating Activities
Net cash used in operating activities during the nine months ended September 30, 2026 was $14.3 million compared to net cash provided by operating activities of $50.8 million during the nine months ended September 30, 2025. The change was primarily driven by lower operating performance and increased working capital requirements, including higher accounts receivable and inventory balances and lower accounts payable. Working capital levels and cash conversion were adversely affected by operational and process inefficiencies associated with the North America ERP implementation, and management remains focused on improving working capital efficiency as stabilization and fulfillment efforts progress.
Cash Flow from Investing Activities
Net cash used in investing activities during the nine months ended September 30, 2026 was $22.0 million compared to net cash used in investing activities of $18.3 million during the nine months ended September 30, 2025. The increase was primarily attributable to cash paid for the acquisition of Clean Machine during the first quarter of 2026, partially offset by lower capital expenditures.
Cash Flow from Financing Activities
Net cash provided by financing activities during the nine months ended September 30, 2026 was $6.0 million compared to net cash used in financing activities of $36.0 million during the nine months ended September 30, 2025. The increase was driven by increased net proceeds from borrowing, partly offset by higher repurchases of common stock.
Newly Issued Accounting Guidance
See Note 2 to the consolidated financial statements for information on new accounting pronouncements.
In October 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which aims to clarify or improve disclosure and presentation requirements on a variety of topics and align the requirements in the FASB accounting standard with the Securities and Exchange Commission regulations. This guidance is effective for the Company no later than June 30, 2027. We do not expect the amendments in this update to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220) - Disaggregation of Income Statement Expenses, which requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the notes to the financial statements, but does not change the expense captions on the consolidated income statement. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity's risk management activities. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied on a prospective basis. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of the interim reporting guidance, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. generally accepted accounting principles. The amendment does not intend to change the fundamental nature of interim reporting or expand or reduce current
interim reporting disclosure requirements, but rather aims to provide clarity and improve navigability of the existing interim reporting requirements. The update will be effective for interim periods within annual periods beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of the ASU to determine its impact on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which aims to update the FASB Accounting Standards Codification for a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.
No other new accounting pronouncements issued but not yet effective have had, or are expected to have, a material impact on our results of operations or financial position.
Cautionary Statement Relevant to Forward-Looking Information
This Quarterly Report, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "project," or "continue" or similar words or the negative thereof. These statements do not relate to strictly historical or current facts and provide current expectations or forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. These include factors that affect all businesses operating in a global market as well as matters specific to us and the markets the Company serves. Particular risks and uncertainties presently facing us include: geopolitical and economic uncertainty throughout the world; our ability to comply with global laws and regulations; changes in foreign currency exchange rates; our ability to adapt to customer pricing sensitivities; the competition in our business; fluctuations in the cost, quality or availability of raw materials and purchased components; our ability to adjust pricing to respond to cost pressures; unforeseen product liability claims or product quality issues; our ability to attract, retain and develop key personnel and create effective succession planning strategies; our ability to effectively develop and manage strategic planning and growth processes and the related operational plans; our ability to successfully upgrade and evolve our information technology systems; our ability to successfully protect our information technology systems from cybersecurity risks; complications with our new ERP system; the occurrence of a significant business interruption; our ability to maintain the health and safety of our workers; our ability to integrate acquisitions; our ability to develop and commercialize new innovative products and services; and risks related to our business transformation and strategic initiatives.
We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Additional information about factors that could materially affect our results can be found in Part I, Item 1A, Risk Factors in our annual report on Form 10-K for the year ended December 31, 2025.
We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Investors are advised to consult any further disclosures by us in our filings with the SEC and in other written statements on related subjects. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.