Attachment: FORM 10-K FILED FEBRUARY 25, 2021

ex_227108.htm

Exhibit 21

 

Subsidiaries of the Registrant

 

Listed below are subsidiaries of Tennant Company as of December 31, 2020.

 

Subsidiary

  

Jurisdiction of Organization

Anhui Rongen Environmental Protection Technology Co., Ltd.

  

People’s Republic of China

Applied Kehrmaschinen GmbH

  

Federal Republic of Germany

Applied Sweepers Group Leasing Limited

  

United Kingdom

Applied Sweepers Holdings. Limited

  

United Kingdom

Applied Sweepers International Limited

  

United Kingdom

CT Corporation Ltd.

  

People’s Republic of China

Eagle International LLC

  

Delaware

Floorep Limited

  

United Kingdom

Foma Norge AS

  

Kingdom of Norway

Hefei Gaomei Cleaning Machines Co., Ltd.

  

People’s Republic of China

Hofmans Machinefabriek en Constructiebedrijf B.V.

  

Netherlands

Interclean Assistance ICA S.A.

  

French Republic

IP Cleaning Espana S.L.

  

Kingdom of Spain

IP Gansow GmbH

  

Federal Republic of Germany

IP Cleaning India Pvt. Ltd.

  

Republic of India

IP Cleaning S.r.l.

  

Italian Republic

IP Cleaning Sverige AB

  

Kingdom of Sweden

IPC Eagle Corporation

  

Minnesota

IPC Euromop Iberica S.L.

  

Kingdom of Spain

IPC Industria e Commercio Ltda.

  

Federative Republic of Brazil

IPC Tools S.p.A.

  

Italian Republic

Nobles Floor Machines Limited

  

United Kingdom

Servicios Integrados Tennant

  

United Mexican States

Sociedade Alfa Ltda.

  

Federative Republic of Brazil

Soteco Benelux B.V.B.A.

  

Belgium

TCO C.V.

  

Netherlands

Tennant Asia Pacific Holdings Pte Ltd.

  

Republic of Singapore

Tennant Australia Pty Limited

  

Australia

Tennant CAD Holdings LLC

  

Minnesota

Tennant Cleaning Solutions Ireland Limited

  

Ireland

Tennant Cleaning Systems and Equipment (Shanghai) Co., Ltd.

  

People’s Republic of China

Tennant Cleaning Systems India Private Limited

  

Republic of India

Tennant Coatings, Inc.

  

Minnesota

Tennant Company Far East Headquarters Pte Ltd.

  

Republic of Singapore

Tennant Company Japan, Ltd.

  

Japan

Tennant Europe B.V.

  

Netherlands

Tennant Europe N.V.

  

Belgium

Tennant GmbH & Co. KG

  

Federal Republic of Germany

Tennant Holding B.V.

  

Netherlands

Tennant Holding (US), Inc.

  

Minnesota

Tennant Holdings LLC

  

Minnesota

Tennant Hong Kong Limited

  

Hong Kong

Tennant International Holding B.V.

  

Netherlands

Tennant International Holding LLC

  

Minnesota

Tennant NL B.V.

  

Netherlands

Tennant N.V.

  

Netherlands

Tennant Netherland Holding B.V.

  

Netherlands

Tennant New Zealand Ltd.

  

New Zealand

Tennant Portugal E. de L., S.U., L. da

  

Portuguese Republic

Tennant S.A.

  

French Republic

Tennant SA Holdings LLC

  

Minnesota

Tennant Sales & Service Canada ULC

  

British Columbia, Canada

Tennant Sales and Service Company

  

Minnesota

Tennant Sales and Service Spain, S.A.

  

Kingdom of Spain

Tennant Scotland Limited

  

United Kingdom

Tennant Sverige AB

  

Kingdom of Sweden

Tennant UK Cleaning Solutions Ltd.

  

United Kingdom

Tennant UK Limited

  

United Kingdom

Tennant Ventas & Servicios de Mexico

  

United Mexican States

Tennant Verwaltungs-gesellschaft GmbH

  

Federal Republic of Germany

Vaclensa Ltd.

  

United Kingdom

Walter-Broadley Limited

  

United Kingdom

Walter-Broadley Machines Limited

  

United Kingdom

Water Star, Inc.

  

Ohio

 

 

Joint Ventures

 

I-Team North America B.V.

  

Netherlands

 

 

 
ex_227109.htm

Exhibit 22

 

SUBSIDIARY GUARANTORS

 

As of February 25, 2021, the following subsidiary of Tennant Company, a Delaware corporation, has fully and unconditionally guaranteed each of the debt securities listed below on an unsecured, joint and several basis.

 

Subsidiary Guarantors

Tennant Sales and Service Company

 

Debt Securities Guaranteed by each of the Subsidiary Guarantors

5.625% Senior Notes due 2025

 
ex_229561.htm

 

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

We consent to the incorporation by reference in Registration Statement No. 333-238160, 333-219833, 333-188151, 333-166342, 333-142581, and 333-84374 on Form S-8 of our reports dated February 25, 2021, relating to the financial statements of Tennant Company and the effectiveness of Tennant Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2020.

 

 

 

/s/Deloitte & Touche LLP

 

Minneapolis, Minnesota

February 25, 2021

 

 

 
ex_229562.htm

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors
Tennant Company:

 

We consent to the incorporation by reference in the registration statements  (Nos. 333-219833, 333-84374, 333-142581, 333-166342, 333-188151, and 333-238160)  on Form S-8 of Tennant Company of our report dated February 27, 2020, with respect to the consolidated balance sheet of Tennant Company and subsidiaries as of December 31, 2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements), before the effects of the adjustments retrospectively applied to Note 13 Retirement Benefit Plans, which report appears in the December 31, 2020 annual report on Form 10-K of Tennant Company.

 

Our report dated February 27, 2020 refers to a change to the method of accounting for leases.

 

 

/s/ KPMG LLP

 

Minneapolis, Minnesota

 

February 25, 2021

 

 

 

 
ex_218159.htm

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, H. Chris Killingstad, certify that:

 

1.

I have reviewed this annual report on Form 10-K of Tennant Company;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

February 25, 2021

 

/s/ H. Chris Killingstad

 

 

 

 

H. Chris Killingstad

President and Chief Executive Officer

 

 
ex_218160.htm

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Thomas Paulson, certify that:

 

1.

I have reviewed this annual report on Form 10-K of Tennant Company;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

February 25, 2021

 

/s/ Thomas Paulson

 

 

 

 

Thomas Paulson

 

 

 

 

Interim Chief Financial Officer and Interim Principal Accounting Officer

 

 
ex_218161.htm

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

 

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the annual report of Tennant Company (the “Company”) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Chris Killingstad, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

 

February 25, 2021

 

/s/ H. Chris Killingstad

 

 

 

 

H. Chris Killingstad

 

 

 

 

President and Chief Executive Officer

 

 
ex_218162.htm

 

Exhibit 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

 

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the annual report of Tennant Company (the “Company”) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Paulson, interim Chief Financial Officer and interim Principal Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

 

February 25, 2021

 

/s/ Thomas Paulson

 

 

 

 

Thomas Paulson

 

 

 

 

Interim Chief Financial Officer and Interim Principal Accounting Officer

 

 
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