SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998. COMMISSION FILE NUMBER 0-4804 TENNANT COMPANY INCORPORATED IN THE STATE OF MINNESOTA EMPLOYER IDENTIFICATION NUMBER 41-0572550 701 NORTH LILAC DRIVE, P.O. BOX 1452, MINNEAPOLIS, MINNESOTA 55440 TELEPHONE NUMBER 612-540-1208 SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: COMMON STOCK, PAR VALUE $.375 PER SHARE AND PREFERRED SHARE PURCHASE RIGHTS 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 -------- -------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ $333,933,248.25 is aggregate market value of common stock held by non-affiliates as of March 8, 1999. 9,086,119 shares outstanding at March 8, 1999 DOCUMENTS INCORPORATED BY REFERENCE 1998 Annual Report to Shareholders - Part I (Partial), Part II (Partial), and Part IV (Partial) 1999 Proxy - Part III (Partial)
TENNANT COMPANY 1998 ANNUAL REPORT FORM 10-K (PURSUANT TO SECURITIES EXCHANGE ACT OF 1934) PART I Part I is included in the Tennant Company 1998 Annual Report to Shareholders (to the extent specific pages are referred to on the Cross Reference Sheet) and is incorporated in this Form 10-K Annual Report by reference, except Item 3 - "Legal Proceedings," of which there were no material legal proceedings pending, and Item 4 - "Submission of Matters to a Vote of Security Holders" during the fourth quarter, of which there were none. GENERAL DEVELOPMENT OF BUSINESS Tennant Company, a Minnesota corporation incorporated in 1909, is a Minneapolis-based company that specializes in the design, manufacture, and sale of non-residential floor maintenance equipment and related products. On February 1, 1994, the Company acquired the business and assets of Castex Industries, Inc., a privately owned manufacturer of commercial floor maintenance equipment. INDUSTRY SEGMENTS, FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES The Company, as described under "General Development of Business," has one business segment. The Company sells its products domestically and internationally. Appropriate financial information is provided in the Company's 1998 Annual Report to Shareholders, page 23, footnote 2. Nearly all of the Company's foreign investment in assets reside within Australia, Canada, Japan, Spain, The Netherlands, the United Kingdom, France, and Germany. While subject to increases or decreases in value over time due to foreign exchange rate movements, these investments are considered to be of low business risk. PRINCIPAL PRODUCTS, MARKETS, AND DISTRIBUTION Products consisting mainly of motorized cleaning equipment and related products, including floor cleaning and preservation products, are sold through a direct sales organization and independent distributors in North America, primarily through a direct sales organization in Australia, France, Spain, The Netherlands, Germany, and the United Kingdom, and through independent distributors in more than 40 foreign countries. Additional information pertaining to products and marketing methods is included in the 1998 Annual Report to Shareholders, pages 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13. RAW MATERIALS AND PURCHASED COMPONENTS The Company has not experienced any significant or unusual problems in the purchase of raw materials or other product components and is not disproportionately dependent upon any single source or supply. The Company has some sole-source vendors for certain components, primarily for automotive and plastic parts. A disruption in supply from such vendors may cause a short-term disruption in the Company's operations. However, the Company believes that it can find alternate sources in the event there is a disruption in supply from such vendors. PATENTS AND TRADEMARKS The Company applies for and is granted United States and foreign patents and trademarks in the ordinary course of business, no one of which is of material importance in relation to the business as a whole. SEASONALITY Although the Company's business is not seasonal in the traditional sense, revenues and earnings tend to concentrate in the fourth quarter of each year reflecting the tendency of customers to increase capital spending during such quarter, and the Company's efforts to close orders and reduce order backlogs. 1
WORKING CAPITAL PRACTICES The Company's working capital practices are described in the 1998 Annual Report to Shareholders, Management's Financial Discussion and Analysis, Financial Position section on page 16. MAJOR CUSTOMERS The Company sells its products to a wide variety of customers, no one of which is of material importance in relation to the business as a whole. BACKLOG The Company routinely fills orders within 30 days on the average. Consequently, order backlogs are not indicative of future sales levels. COMPETITIVE POSITION While there is no industry association or industry data, the Company believes, through its own market research, that it is a world-leading manufacturer of floor maintenance equipment. Active competition exists in most geographic areas; however, it tends to originate from different sources in each area, and the Company's market share is believed to exceed that of the leading competitor in many areas. The Company competes primarily on the basis of offering a broad line of high-quality, innovative products supported by an extensive sales/service network in major markets. PRODUCT RESEARCH AND DEVELOPMENT The Company regularly commits what is believed to be an above-average amount of resources to product research and development. These amounts are reported on the Company's 1998 Annual Report to Shareholders, page 23, footnote 3. A description of product development is included in the 1998 Annual Report to Shareholders on pages 7, 9, 10, 11, and 12. ENVIRONMENTAL PROTECTION Compliance with federal, state and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not expected to have, a material effect upon the Company's capital expenditures, earnings or competitive position. EMPLOYMENT Year-end employment is reported in the 1998 Annual Report to Shareholders on page 32. EXECUTIVE OFFICERS OF THE REGISTRANT Richard M. Adams, Vice President Richard M. Adams (51) joined the Company in 1974. He was elected Assistant Controller in 1983 and was named Corporate Controller in 1986. Mr. Adams was named Vice President, Global Accounts in 1993. Mr. Adams is a Certified Public Accountant. The Chairman and Chief Executive Officer of the Company, Roger L. Hale, is the first cousin of Mr. Adams. Mr. Adams is a director of Tennant UK Limited, Tennant Holding B.V., Tennant Europe B.V., Tennant Import B.V., Tennant Japan, and Castex Incorporated. Bruce J. Borgerding, Deputy General Counsel and Corporate Secretary Bruce J. Borgerding (48) joined the Company in 1988 as Assistant General Counsel. He was named Deputy General Counsel and Corporate Secretary in 1995. Mr. Borgerding is a director of Tennant UK Limited, Tennant Holding B.V., Tennant Europe B.V., Tennant Import B.V., Tennant N.V., Tennant Japan, and Tennant Company Far East Headquarters Pte Ltd. 2
Paul E. Brunelle, Vice President Paul E. Brunelle (58) joined the Company in 1965. In 1987 he was elected Vice President of Personnel Resources. Prior to joining the Personnel Resources Department in 1985, he was General Manager of the Company's former Brazilian Operations. Mr. Brunelle is President of the Tennant Company Foundation. Mr. Brunelle retired as of December 31, 1998. Janet M. Dolan, President and Chief Operating Officer Janet M. Dolan (49) joined the Company in 1986. Ms. Dolan was appointed General Counsel and Secretary in 1987, Vice President in 1990, Senior Vice President in 1995, Executive Vice President in 1996, President and Chief Operating Officer and a director in 1998. She is a director of Castex Incorporated. She is also a director of Donaldson Company, Inc. Thomas J. Dybsky, Vice President Thomas J. Dybsky (49) joined the Company in 1998 as Vice President of Personnel Resources. Mr. Dybsky is a director of Tennant N.V. Roger L. Hale, Chairman and Chief Executive Officer Roger L. Hale (64) joined the Company in 1961. Mr. Hale was named Vice President in 1969 and elected a director in 1969. Mr. Hale was named President and Chief Operating Officer in 1975, Chief Executive Officer in 1976, and Chairman in 1998. He is also a director of U.S. Bancorp. Douglas R. Hoelscher, Senior Vice President Douglas R. Hoelscher (60) joined the Company in 1973. He was named Vice President in 1978 and Senior Vice President of Industrial Markets in 1995. He is a Registered Professional Engineer. James H. Moar, Senior Vice President James H. Moar (50) joined the Company in 1998 as Senior Vice President of Industrial Markets. Dean A. Niehus, Corporate Controller and Principal Accounting Officer Dean A. Niehus (41) joined the Company in 1998. John T. Pain, Vice President, Treasurer and Chief Financial Officer John T. Pain (50) joined the Company in 1984 as Corporate Tax Manager. He was named Assistant Treasurer in 1986, Corporate Controller and Principal Accounting Officer in 1997, and Vice President, Treasurer, and Chief Financial Officer in 1998. Mr. Pain is a Certified Public Accountant. He is a director of Castex Incorporated, Tennant N.V., and Tennant Company Far East Headquarters Pte Ltd. Keith D. Payden, Vice President Keith D. Payden (51) joined the Company in 1981. He was named Director, Information Services in 1987, Chief Information Officer in 1992, and Vice President in 1993. Richard A. Snyder, Vice President Richard A. Snyder (59) joined the Company in 1981 as Controller. He was elected Treasurer and Chief Financial Officer in 1982 and named Vice President in 1985. Mr. Snyder is a Certified Public Accountant. Mr. Snyder retired as of December 31, 1998. William R. Strang, Vice President William R. Strang (62) joined the Company in 1969. He was named Director, Corporate Marketing in 1987 and Vice President, Asia/Export/Australia in 1992. Mr. Strang is a director of Tennant Europe B.V., Tennant Holding B.V., Tennant Japan, and Tennant Company Far East Headquarters Pte Ltd. Steven K. Weeks, Vice President Steven K. Weeks (43) joined the Company in 1984. He was named Manager, Global New Business and Marketing Development in 1993, Director of Marketing in 1994, and Vice President, Customer Solutions in 1996. 3
PART II Part II is included in the Tennant Company 1998 Annual Report to Shareholders (to the extent specific pages are referred to on the Cross Reference Sheet) and is incorporated in this Form 10-K Annual Report by reference, except Item 9, "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure," of which there were none. Item 7 - 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 12/31/98 Completion -------------- ---------- <S> <C> <C> Applications Systems 90% 2nd Quarter 1999 Systems Infrastructure 80% 2nd Quarter 1999 External Agents 75% 2nd Quarter 1999 Embedded Systems 80% 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 80% 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 is in process 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. 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 is in process and should be complete by the second quarter of 1999. 4
Item 7 - 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, and development of contingency plans is in process, 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 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 $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. In January 1999, Tennant Company completed the purchase of Paul Andra KG. Activities associated with Year 2000 certification are now underway using the same process as outlined for Tennant Company. We expect a comprehensive analysis and action plan to be completed by the end of the first quarter 1999. 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. PART III Part III is included in the Tennant Company 1999 Proxy (to the extent specific pages are referred to on the Cross Reference Sheet) and is incorporated in this Form 10-K Annual Report by reference, except Item 13 - "Certain Relationships and Related Transactions," of which there were none, and Item 10 - "Directors and Executive Officers of the Registrant" as it relates to executive officers. Identification of executive officers is included in Part I of this Form 10-K Annual Report. 5
PART IV Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K. A. The following documents are filed as a part of this report: 1. Financial Statements The following consolidated financial statements and independent auditors' report are included on pages 18 through 30 of the Tennant Company 1998 Annual Report to Shareholders and are incorporated in this Form 10-K Annual Report by reference: a. Consolidated Statements of Earnings and Comprehensive Earnings for each of the years in the three-year period ended December 31, 1998 - page 18. b. Consolidated Balance Sheets as of December 31, 1998 and 1997 - page 19. c. Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 1998 - page 20. d. Consolidated Statements of Shareholders' Equity for each of the years in the three-year period ended December 31, 1998 - page 21. e. Independent Auditors' Report of KPMG Peat Marwick LLP - page 30. f. Notes to Consolidated Financial Statements - pages 22 through 29. 2. Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts (Dollars in Thousands) <TABLE> <CAPTION> Additions Balance at charged to Deductions beginning costs and from Balance at Allowance for doubtful accounts of year expenses reserves (1) end of year - --------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Year ended December 31, 1998 3,302 944 1,290 2,956 Year ended December 31, 1997 2,506 1,901 1,105 3,302 Year ended December 31, 1996 2,611 1,160 1,265 2,506 </TABLE> (1) Accounts determined to be uncollectible and charged against reserve, net of collections on accounts previously charged against reserves. <TABLE> <CAPTION> Additions Balance at charged to Deductions beginning costs and from Balance at Warranty Reserves of year expenses reserves end of year - ------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Year ended December 31, 1998 1,998 4,023 4,060 1,961 Year ended December 31, 1997 1,750 3,679 3,431 1,998 Year ended December 31, 1996 1,637 3,160 3,047 1,750 </TABLE> <TABLE> <CAPTION> Additions Balance at charged to Deductions Reserve for Inventory beginning costs and from Balance at Obsolescence of year expenses reserves end of year - ------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Year ended December 31, 1998 1,012 593 697 908 Year ended December 31, 1997 1,014 739 741 1,012 Year ended December 31, 1996 1,035 499 520 1,014 </TABLE> All other schedules are omitted as the required information is inapplicable or because the required information is presented in the Consolidated Financial Statements in the Tennant Company 1998 Annual Report to Shareholders. 6
3. 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. 10.1 Tennant Company 1988 Stock Incentive Plan Incorporated by reference to Exhibit b.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.2 Tennant Company 1992 Stock Incentive Plan Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement No. 33-59054, Form S-8 dated March 2, 1993. 10.3 Tennant Company Restricted Stock Plan for Incorporated by reference to Exhibit 4.5 to the Nonemployee Directors Company's Registration Statement No. 33-59054, Form S-8, dated March 2, 1993. 10.4 Tennant Company 1995 Stock Incentive Plan Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement No. 33-62003, Form S-8, dated August 22, 1995. 10.5 Tennant Company Restricted Stock Plan for Incorporated by reference to Exhibit 10.2 to the Nonemployee Directors, as amended and restated Company's 1995 Second Quarter 10-Q filing dated effective January 1, 1995 August 8, 1995. 10.6 Tennant Company Excess Benefit Plan, as amended Incorporated by reference to Exhibit 10.4 to the and restated effective January 1, 1994 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 10.7 Management Agreement with Steven K. Weeks dated Incorporated by reference to Exhibit 10.7 to the November 19, 1996 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 10.8 Management Agreement with Tom Vander Bie dated Incorporated by reference to Exhibit 10.8 to the November 19, 1996 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 10.9 Management Agreement with Richard M. Adams dated Incorporated by reference to Exhibit 10.6 to the December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.10 Management Agreement with Paul E. Brunelle dated Incorporated by reference to Exhibit 10.7 to the December 8, 1987 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.11 Amendment to Management Agreement with Paul E. Incorporated by reference to Exhibit 10.8 to the Brunelle dated June 21, 1989 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.12 1993 Amendment to Management Agreement with Paul Incorporated by reference to Exhibit 10.9 to the E. Brunelle dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 7
10.13 Management Agreement with Janet M. Dolan dated Incorporated by reference to Exhibit b.5 to the June 21, 1989 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.14 1993 Amendment to Management Agreement with Incorporated by reference to Exhibit 10.11 to the Janet M. Dolan dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.15 Management Agreement with Roger L. Hale dated Incorporated by reference to Exhibit b.8 to the March 10, 1987 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.16 Amendment to Management Agreement with Roger L. Incorporated by reference to Exhibit b.9 to the Hale dated June 21, 1989 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.17 1993 Amendment to Management Agreement with Incorporated by reference to Exhibit 10.14 to the Roger L. Hale dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.18 Management Agreement with Douglas R. Hoelscher Incorporated by reference to Exhibit b.10 to the dated March 10, 1987 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.19 Amendment to Management Agreement with Douglas Incorporated by reference to Exhibit b.11 to the R. Hoelscher dated June 21, 1989 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.20 1993 Amendment to Management Agreement with Incorporated by reference to Exhibit 10.18 to the Douglas R. Hoelscher dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.21 Management Agreement with Keith D. Payden dated Incorporated by reference to Exhibit 10.19 to the December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.22 Management Agreement with Richard A. Snyder Incorporated by reference to Exhibit b.12 to the dated March 10, 1987 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.23 Amendment to Management Agreement with Richard Incorporated by reference to Exhibit b.13 to the A. Snyder dated June 22, 1989 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. 10.24 1993 Amendment to Management Agreement with Incorporated by reference to Exhibit 10.22 to the Richard A. Snyder dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.25 Management Agreement with William R. Strang Incorporated by reference to Exhibit 10.23 to the dated December 10, 1993 Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 10.26 Asset Purchase Agreement dated January 27, 1994, Incorporated by reference to Exhibit 2.1 to the between Tennant Company, Castex Industries, Company's Current Report on Form 8-K dated February Inc., Wayne Investment Corp. and Wayne A. 15, 1994. Streuer 10.27 Management Agreement with James H. Moar dated Filed herewith electronically. July 13, 1998 10.28 Management Agreement with Thomas J. Dybsky dated Filed herewith electronically. September 28, 1998 8
10.29 Tennant Company Non-Employee Director Stock Filed herewith electronically. Option Plan 10.30 Tennant Company 1998 Management Incentive Plan Filed herewith electronically. 13.1 Portions of 1998 Annual Report to Shareholders Filed herewith electronically. 21.1 Subsidiaries of the Registrant Tennant Company has the following subsidiaries: Tennant Holding B.V. is a wholly owned subsidiary organized under the laws of the Netherlands in 1991. A legal reorganization occurred in 1991 whereby Tennant N.V. became a participating interest of Tennant Holding B.V. Tennant N.V. had previously been a wholly owned subsidiary organized under the laws of the Netherlands in 1970. Tennant Maintenance Systems, Limited, was a wholly owned subsidiary, organized under the laws of the United Kingdom until October 29, 1992, at which time Tennant Holding B.V. acquired 100% of its stock from Tennant Company. The name was formally changed to Tennant UK Limited on or about October 16, 1996. Castex Incorporated, is a wholly owned subsidiary organized under the laws of the state of Michigan. The results of these operations have been consolidated into the financial statements, as indicated therein. 23.1 Independent Auditors' Report and Consent Filed herewith electronically. 27.1 Financial Data Schedule Filed herewith electronically. </TABLE> B. Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended December 31, 1998. 9
CROSS REFERENCE SHEET <TABLE> <CAPTION> FORM 10-K REFERENCED LOCATION - --------- ---------- -------- <S> <C> <C> Part I, Item 1 - Business 1998 Annual Report to Shareholders Exhibit 13.1 a. General Pages 2 to 13 b. Lines of business, industry segments and Page 23, footnote 2 foreign and domestic operations c. Working capital practices Page 16 d. Product research and development Pages 7, 9, 10, 11 and 12 Page 23, footnote 3 e. Employment Page 32 Part I, Item 2 - Properties 1998 Annual Report to Shareholders Exhibit 13.1 Page 24, footnote 7 Page 25, footnote 9 Inside back cover Part II, Item 5 - Market for 1998 Annual Report to Shareholders Exhibit 13.1 the Registrant's Common a. Principal market Inside back cover Equity and Related b. Quarterly data Page 23, footnote 4 Shareholder Matters Inside back cover c. Number of shareholders Inside back cover d. Dividends Page 23, footnote 4 Inside back cover Part II, Item 6 - Selected 1998 Annual Report to Shareholders Exhibit 13.1 Financial Data Pages 32 and 33 Part II, Item 7 - Management's 1998 Annual Report to Shareholders Exhibit 13.1 Discussion and Analysis of Pages 14 to 17 Financial Condition and Results of Operations Part II, Item 8 - Financial 1998 Annual Report to Shareholders Exhibit 13.1 Statements and Supplementary Pages 18 to 30 Data Part III, Item 10 - Directors 1999 Proxy Pages 4 to 7 and Executive Officers of the Registrant Part III, Item 11 - Executive 1999 Proxy Pages 8 to 14 Compensation Part III, Item 12 - Security 1999 Proxy Pages 2 and 3 Ownership of Certain Beneficial Owners and Management </TABLE> 10
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 <TABLE> <S> <C> By - ------------------------------------- By - Roger L. Hale, Chairman, CEO ----------------------------- and Board of Directors Andrew Czajkowski Board of Directors Date - March 25, 1999 Date - March 25, 1999 By - By - ------------------------------------ ----------------------------- Janet M. Dolan, President, COO Delbert W. Johnson and Board of Directors Board of Directors Date - March 25, 1999 Date - March 25, 1999 By - ----------------------------- By - Pamela K. Knous ------------------------------------ Board of Directors John T. Pain Vice President, Treasurer, and Date - March 25, 1999 Chief Financial Officer By - Date - March 25, 1999 ----------------------------- William I. Miller By - Board of Directors ------------------------------------ Dean A. Niehus Date - March 25, 1999 Corporate Controller and Principal Accounting Officer By - Date - March 25, 1999 ----------------------------- Edwin L. Russell By - Board of Directors ------------------------------------ Arthur D. Collins, Jr. Board of Directors Date - March 25, 1999 Date - March 25, 1999 By - ------------------------------------ David C. Cox Board of Directors Date - March 25, 1999 </TABLE> 11