AGCO CORP /DE [AGCO] Filings

10-Q 1 agco-20210930.htm 10-Q agco-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from _________ to _________

Commission File Number: 001-12930

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware		58-1960019
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4205 River Green Parkway
Duluth,	Georgia	30096
(Address of principal executive offices)		(Zip Code)

(770) 813-9200

(Registrants telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act
Title of Class	Trading Symbol	Name of exchange on which registered
Common stock	AGCO	New York Stock Exchange

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 o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 2, 2021, there were 74,834,173 shares of the registrant’s common stock, par value of $0.01 per share, outstanding.

AGCO CORPORATION AND SUBSIDIARIES

INDEX


			Page Numbers

PART I. FINANCIAL INFORMATION:

Item 1.	Financial Statements (unaudited)

		Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3

		Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2021 and 2020	4

		Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2021 and 2020	5

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020	6

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	7

	Notes to Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		51

Item 4.	Controls and Procedures		51

PART II. OTHER INFORMATION:

Item 1.	Legal Proceedings		52

Item 1A.	Risk Factors		52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		52

Item 6.	Exhibits		53

SIGNATURES			54

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AGCO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited and in millions, except share amounts)


	September 30, 2021		December 31, 2020
ASSETS
Current Assets:
Cash, cash equivalents and restricted cash	$	537.0	$	1,119.1
Accounts and notes receivable, net	1,056.6		856.0
Inventories, net	2,738.3		1,974.4
Other current assets	476.0		418.9
Total current assets	4,807.9		4,368.4
Property, plant and equipment, net	1,460.9		1,508.5
Right-of-use lease assets	152.2		165.1
Investment in affiliates	480.4		442.7
Deferred tax assets	129.1		77.6
Other assets	215.8		179.8
Intangible assets, net	406.3		455.6
Goodwill	1,289.3		1,306.5
Total assets	$	8,941.9	$	8,504.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	224.8	$	325.9
Short-term borrowings	77.8		33.8

Accounts payable	1,092.4		855.1
Accrued expenses	1,944.2		1,916.7
Other current liabilities	210.0		231.3
Total current liabilities	3,549.2		3,362.8
Long-term debt, less current portion and debt issuance costs	1,319.1		1,256.7
Operating lease liabilities	113.1		125.9
Pension and postretirement health care benefits	216.7		253.4
Deferred tax liabilities	112.9		112.4
Other noncurrent liabilities	434.5		375.0
Total liabilities	5,745.5		5,486.2
Commitments and contingencies (Note 19)

Stockholders’ Equity:
AGCO Corporation stockholders’ equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2021 and 2020	—		—
Common stock; $0.01 par value, 150,000,000 shares authorized, 74,834,173 and 74,962,231 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	0.7		0.8
Additional paid-in capital	3.6		30.9
Retained earnings	4,969.0		4,759.1
Accumulated other comprehensive loss	(1,804.5)		(1,810.8)
Total AGCO Corporation stockholders’ equity	3,168.8		2,980.0
Noncontrolling interests	27.6		38.0
Total stockholders’ equity	3,196.4		3,018.0
Total liabilities and stockholders’ equity	$	8,941.9	$	8,504.2

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in millions, except per share data)



	Three Months Ended September 30,
	2021		2020
Net sales	$	2,725.1	$	2,497.5
Cost of goods sold	2,098.4		1,918.8
Gross profit	626.7		578.7
Selling, general and administrative expenses	266.1		251.3
Operating expenses:
Engineering expenses	92.8		82.0
Amortization of intangibles	14.1		14.8

Restructuring expenses	1.4		0.8
Bad debt expense	0.4		5.8
Income from operations	251.9		224.0
Interest expense, net	1.2		3.6
Other expense, net	14.1		15.3
Income before income taxes and equity in net earnings of affiliates	236.6		205.1
Income tax provision	70.1		57.2
Income before equity in net earnings of affiliates	166.5		147.9
Equity in net earnings of affiliates	15.9		10.2
Net income	182.4		158.1
Net income attributable to noncontrolling interests	(1.1)		(0.8)
Net income attributable to AGCO Corporation and subsidiaries	$	181.3	$	157.3
Net income per common share attributable to AGCO Corporation and subsidiaries:
Basic	$	2.41	$	2.10
Diluted	$	2.40	$	2.09
Cash dividends declared and paid per common share	$	0.20	$	0.16
Weighted average number of common and common equivalent shares outstanding:
Basic	75.2		74.9
Diluted	75.6		75.4

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited and in millions, except per share data)


	Nine Months Ended September 30,
	2021		2020
Net sales	$	7,983.1	$	6,432.6
Cost of goods sold	6,093.5		4,970.7
Gross profit	1,889.6		1,461.9
Selling, general and administrative expenses	803.0		718.4
Operating expenses:
Engineering expenses	296.3		242.7
Amortization of intangibles	45.8		44.7
Goodwill impairment charge	—		20.0
Restructuring expenses	7.4		5.4
Bad debt (credit) expense	(0.3)		9.0
Income from operations	737.4		421.7
Interest expense, net	6.8		13.1
Other expense, net	40.2		37.8
Income before income taxes and equity in net earnings of affiliates	690.4		370.8
Income tax provision	121.4		117.9
Income before equity in net earnings of affiliates	569.0		252.9
Equity in net earnings of affiliates	49.2		31.5
Net income	618.2		284.4
Net (income) loss attributable to noncontrolling interests	(3.3)		7.3
Net income attributable to AGCO Corporation and subsidiaries	$	614.9	$	291.7
Net income per common share attributable to AGCO Corporation and subsidiaries:
Basic	$	8.16	$	3.89
Diluted	$	8.11	$	3.86
Cash dividends declared and paid per common share	$	4.53	$	0.48
Weighted average number of common and common equivalent shares outstanding:
Basic	75.3		75.0
Diluted	75.8		75.5

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in millions)


	Three Months Ended September 30,
	2021		2020
Net income	$	182.4	$	158.1
Other comprehensive loss, net of reclassification adjustments:
Foreign currency translation adjustments	(65.4)		(30.3)
Defined benefit pension plans, net of tax	2.6		3.4
Deferred gains and losses on derivatives, net of tax	(3.4)		(1.1)
Other comprehensive loss, net of reclassification adjustments	(66.2)		(28.0)
Comprehensive income	116.2		130.1
Comprehensive (income) loss attributable to noncontrolling interests	(1.1)		1.4
Comprehensive income attributable to AGCO Corporation and subsidiaries	$	115.1	$	131.5


	Nine Months Ended September 30,
	2021		2020
Net income	$	618.2	$	284.4
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation adjustments	(31.9)		(275.4)
Defined benefit pension plans, net of tax	31.7		10.3
Deferred gains and losses on derivatives, net of tax	6.9		3.9
Other comprehensive income (loss), net of reclassification adjustments	6.7		(261.2)
Comprehensive income	624.9		23.2
Comprehensive (income) loss attributable to noncontrolling interests	(3.7)		12.7
Comprehensive income attributable to AGCO Corporation and subsidiaries	$	621.2	$	35.9

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited and in millions)


	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	618.2	$	284.4
Adjustments to reconcile net income to net provided by operating activities:
Depreciation	164.2		154.9
Amortization of intangibles	45.8		44.7
Stock compensation expense	21.1		26.8
Goodwill impairment charge	—		20.0
Equity in net earnings of affiliates, net of cash received	(48.6)		(30.9)
Deferred income tax (benefit) provision	(67.3)		2.4
Other	12.2		19.2
Changes in operating assets and liabilities:
Accounts and notes receivable, net	(247.4)		(264.7)
Inventories, net	(868.5)		(53.4)
Other current and noncurrent assets	(131.3)		(39.5)
Accounts payable	300.4		(55.6)
Accrued expenses	102.0		22.9
Other current and noncurrent liabilities	140.7		92.9
Total adjustments	(576.7)		(60.3)
Net cash provided by operating activities	41.5		224.1
Cash flows from investing activities:
Purchases of property, plant and equipment	(198.7)		(183.1)
Proceeds from sale of property, plant and equipment	3.9		0.9
Investments in unconsolidated affiliates	(1.2)		(4.7)
(Purchase) sale of businesses, net, and net of cash acquired	(16.8)		(2.8)

Other	(2.4)		—
Net cash used in investing activities	(215.2)		(189.7)
Cash flows from financing activities:
Proceeds from indebtedness	1,463.5		1,195.6
Repayments of indebtedness	(1,384.9)		(1,027.7)
Purchases and retirement of common stock	(75.0)		(55.0)
Payment of dividends to stockholders	(343.6)		(36.0)
Payment of minimum tax withholdings on stock compensation	(34.1)		(16.2)
Payment of debt issuance costs	—		(1.4)
Distributions to noncontrolling interest	(3.5)		0.2

Net cash (used in) provided by financing activities	(377.6)		59.5
Effects of exchange rate changes on cash, cash equivalents and restricted cash	(30.8)		(15.7)
(Decrease) increase in cash, cash equivalents and restricted cash	(582.1)		78.2
Cash, cash equivalents and restricted cash, beginning of period	1,119.1		432.8
Cash, cash equivalents and restricted cash, end of period	$	537.0	$	511.0

See accompanying notes to condensed consolidated financial statements.

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AGCO CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements of AGCO Corporation and its subsidiaries (the “Company” or “AGCO”) included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows at the dates and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Results for interim periods are not necessarily indicative of the results for the year. Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company cannot predict the future impact of the COVID-19 pandemic on its business, including any related impacts on the global economic and political environments, market demand for its products, supply chain disruptions, possible workforce unavailability, exchange rate and commodity prices and availability of financing, and their impact to the Company’s net sales, production volumes, costs and overall financial conditions.

Recently Adopted Accounting Pronouncements

During the nine months ended September 30, 2021, the Company adopted the following pronouncements, which did not have a material impact to the Company’s results of operations, financial condition and cash flows.

•ASU 2019-12 – “Simplifying the Accounting for Income Taxes” was adopted as of January 1, 2021.

•ASU 2021-01 – “Reference Rate Reform: Scope” was adopted as of January 1, 2021.

New Accounting Pronouncements to be Adopted

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments”, which requires measurement and recognition of expected versus incurred credit losses for financial assets. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which delays the effective date of ASU 2016-13 for smaller reporting companies and other non-SEC reporting entities. This applies to the Company’s equity method finance joint ventures, who are now required to adopt ASU 2016-13 for annual periods beginning after December 15, 2022 and interim periods within those annual periods. The standard, and its subsequent modification, will likely impact the results of operations and financial condition of the Company’s finance joint ventures. Therefore, adoption of the standard by the Company’s finance joint ventures likely will impact the Company’s “Investment in affiliates” and “Equity in net earnings of affiliates.” The Company’s finance joint ventures currently are evaluating the impact of ASU 2016-13 to their results of operations and financial condition.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

2. ACQUISITIONS

On August 13, 2021, the Company acquired Headsight, LLC (“Headsight”) for approximately $16.8 million. Headsight is headquartered in Bremen, Indiana and manufactures header height sensors used in corn and grain harvesting operations. The Company allocated the purchase price to the assets acquired and liabilities assumed based on estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of accounts receivable, inventories, lease right-of-use assets and liabilities, accounts payable and accrued expenses, property, plant and equipment, and customer relationship, technology and trademark identifiable intangible assets. The Company recorded approximately $4.8 million of customer relationship, technology and trademark identifiable intangible assets and approximately $8.9 million of goodwill associated with the acquisition. The results of operations of Headsight have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s North America geographical reportable segment. Proforma financial information related to the acquisition of Headsight was not material to the Company’s result of operations.

The acquired identifiable intangible assets of Headsight as of the date of the acquisition are summarized in the following table (in millions):


Intangible Asset	Amount		Weighted-Average Useful Life
Customer relationships	$	3.2	7 years
Technology	0.9		10 years
Trademarks	0.7		7 years
	$	4.8

On September 10, 2021, the Company acquired Farm Robotics and Automation S.L. (“Faromatics”) for approximately €4.6 million (or approximately $5.5 million) net of approximately €0.1 million (or approximately $0.1 million) of cash and €0.8 million (or approximately $0.9 million) of escrowed cash which could be payable by the Company with in 18 months of the acquisition date. Faromatics is headquartered in Barcelona, Spain, and is the creator of ChickenBoy®, the world's first ceiling-suspended robot that monitors broiler chickens and helps farmers increase animal welfare and farm productivity. The Company allocated the purchase price to the assets acquired and liabilities assumed based on estimates of their fair values as of the acquisition date. The acquired net assets primarily consisted of inventories, other assets, lease right-of-use assets and liabilities, accounts payable and accrued expenses, property, plant and equipment, and technology identifiable intangible assets. The Company recorded approximately €1.5 million (or approximately $1.7 million) of technology and approximately €4.8 million (or approximately $5.7 million) of goodwill associated with the acquisition. The results of operations of Faromatics have been included in the Company’s Condensed Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s North America and Europe/Middle East geographical reportable segments. Proforma financial information related to the acquisition of Faromatics was not material to the Company’s result of operations.

The acquired identifiable intangible assets of Faromatics as of the date of the acquisition are summarized in the following table (in millions):

Intangible Asset

Amount

Weighted-Average Useful Life

Technology

1.7

15 years

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

3. RESTRUCTURING EXPENSES

In recent years, the Company has announced and initiated several actions to rationalize employee headcount in various manufacturing facilities and administrative offices located in the U.S., Europe, South America, Africa and China in order to reduce costs. Restructuring expenses activity during the three and nine months ended September 30, 2021 is summarized as follows (in millions):


	Gain on Sale of Joint Venture		Employee Severance		Facility Closure Costs		Other Related Closure Costs		Total
Balance as of December 31, 2020	$	—	$	11.1	$	3.9	$	1.8	$	16.8
First quarter 2021 provision	—		1.3		—		—		1.3
First quarter 2021 cash activity	—		(2.3)		(3.9)		—		(6.2)
Foreign currency translation	—		(0.1)		—		(0.2)		(0.3)
Balance as of March 31, 2021	$	—	$	10.0	$	—	$	1.6	$	11.6
Second quarter 2021 provision	—		3.9		—		1.5		5.4
Second quarter 2021 provision reversal	—		(0.7)		—		—		(0.7)
Second quarter 2021 cash activity	—		(1.9)		—		(0.7)		(2.6)
Foreign currency translation	—		—		—		0.2		0.2
Balance as of June 30, 2021	$	—	$	11.3	$	—	$	2.6	$	13.9
Third quarter 2021 provision	—		5.1		—		—		5.1
Third quarter 2021 provision reversal	(2.5)		(1.2)		—		—		(3.7)
Third quarter 2021 cash activity	2.5		(3.0)		—		(1.4)		(1.9)
Foreign currency translation	—		(0.2)		—		(0.1)		(0.3)
Balance as of September 30, 2021	$	—	$	12.0	$	—	$	1.1	$	13.1

In addition, during the three months ended December 31, 2019, the Company exited and sold it’s 50% interest in its USC, LLC joint venture to its joint venture partner. The Company recorded a loss of approximately $2.1 million associated with the sale, reflected at the time within “Restructuring expenses” in the Company’s Consolidated Statements of Operations. As a result of the final payments received from the former joint venture partner related to the sale during the three months ended September 30, 2021, the Company recorded a gain of approximately $2.5 million, also reflected within “Restructuring expenses” in the Company’s Condensed Consolidated Statements of Operations.

4. STOCK COMPENSATION PLANS

The Company recorded stock compensation expense as follows for the three and nine months ended September 30, 2021 and 2020 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of goods sold	$	0.2	$	0.5	$	0.8	$	0.9
Selling, general and administrative expenses	5.8		13.7		20.5		26.3
Total stock compensation expense	$	6.0	$	14.2	$	21.3	$	27.2

Stock Incentive Plan

Under the Company’s Long-Term Incentive Plan (the “Plan”), up to 10,000,000 shares of AGCO common stock may be issued. As of September 30, 2021, of the 10,000,000 shares reserved for issuance under the Plan, 3,860,676 shares were available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed below. The Plan allows the Company, under the direction of the Board of Directors’ Talent and Compensation Committee, to

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

make grants of performance shares, stock appreciation rights, restricted stock units and restricted stock awards to employees, officers and non-employee directors of the Company.

Long-Term Incentive Plan and Related Performance Awards

The weighted average grant-date fair value of performance awards granted under the Plan during the nine months ended September 30, 2021 and 2020 was $123.33 and $70.84, respectively.

During the nine months ended September 30, 2021, the Company granted 281,310 performance awards related to varying performance periods. The awards granted assume the maximum target levels of performance are achieved. The compensation expense associated with all awards granted under the Plan is amortized ratably over the vesting or performance period based on the Company’s projected assessment of the level of performance that will be achieved. The 2021 grant of performance award shares is subject to a total shareholder return modifier.

Performance award transactions during the nine months ended September 30, 2021 are presented as if the Company were to achieve its maximum levels of performance and assume the 2021 performance awards subject to the total shareholder return modifier are achieved at target levels under the plan awards, and were as follows:


Shares awarded but not earned at January 1			582,952
Shares awarded			281,310
Shares forfeited			(12,238)
Shares vested			(142)
Shares awarded but not earned at September 30			851,882

As of September 30, 2021, the total compensation cost related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was approximately $27.4 million, and the weighted average period over which it is expected to be recognized is approximately two years. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.

Restricted Stock Unit Awards

The weighted average grant-date fair value of the restricted stock units ("RSUs") granted under the Plan during the nine months ended September 30, 2021 and 2020 was $113.91 and $70.83, respectively.

During the nine months ended September 30, 2021, the Company granted 92,848 RSU awards. These awards entitle the participant to receive one share of the Company’s common stock for each RSU granted and vest one-third per year over a three-year requisite service period. The 2020 grant of RSU’s to certain executives has a three-year cliff vesting requirement subject to adjustment based on a total shareholders return metric relative to the Company's defined peer group. The compensation expense associated with these awards is being amortized ratably over the requisite service period for the awards that are expected to vest.

RSU transactions during the nine months ended September 30, 2021 assume the 2020 RSUs subject to the total shareholder return modifier are achieved at target levels, and were as follows:


RSUs awarded but not vested at January 1			143,287
RSUs awarded			92,848
RSUs forfeited			(2,226)
RSUs vested			(63,397)
RSUs awarded but not vested at September 30			170,512

As of September 30, 2021, the total compensation cost related to the unvested RSUs not yet recognized was approximately $10.7 million, and the weighted average period over which it is expected to be recognized is approximately one and one-half years.

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Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Stock-Settled Appreciation Rights

The compensation expense associated with the stock-settled appreciation rights (“SSARs”) is amortized ratably over the requisite service period for the awards that are expected to vest. The Company estimates the fair value of the grants using the Black-Scholes option pricing model. SSAR transactions during the nine months ended September 30, 2021 were as follows:


SSARs outstanding at January 1			403,150
SSARs granted			—
SSARs exercised			(192,011)
SSARs canceled or forfeited			(904)
SSARs outstanding at September 30			210,235

The Company did not grant any SSARs during the nine months ended September 30, 2021, and does not currently anticipate granting any SSARs in the future. As of September 30, 2021, the total compensation cost related to the unvested SSARs not yet recognized was approximately $1.1 million, and the weighted average period over which it is expected to be recognized is approximately two years.

Director Restricted Stock Grants

The Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee directors. The 2021 grant was made on April 22, 2021 and equated to 9,117 shares of common stock, of which 7,899 shares of common stock were issued after shares were withheld for taxes. The Company recorded stock compensation expense of approximately $1.4 million during the nine months ended September 30, 2021 associated with these grants.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill during the nine months ended September 30, 2021 are summarized as follows (in millions):


	North America		South America		Europe/Middle East		Asia/Pacific/Africa		Consolidated
Balance as of December 31, 2020	$	593.4	$	87.5	$	501.3	$	124.3	$	1,306.5
Acquisitions	13.0		—		1.6		—		14.6

Foreign currency translation	—		(3.9)		(24.1)		(3.8)		(31.8)
Balance as of September 30, 2021	$	606.4	$	83.6	$	478.8	$	120.5	$	1,289.3

Goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The Company conducts its annual impairment analyses as of October 1 each fiscal year. As of June 30, 2020, the Company concluded there were indicators of impairment during the three months ended June 30, 2020 related to one of its smaller reporting units, which was a 50%-owned tillage and seeding joint venture. As a result, the entire goodwill balance of this reporting unit was impaired, and during the three months ended June 30, 2020, the Company recorded a non-cash impairment charge of approximately $20.0 million as "Impairment charges" within the Company's Condensed Consolidated Statements of Operations, with an offsetting benefit of approximately $10.0 million included within "Net loss attributable to noncontrolling interests." During the three months ended June 30, 2021, the Company sold its