Duyuru • Apr 13
Nebraska Court Decides in Favour of Farmers Edge Farmers Edge Inc. announced that the United States District Court for the District of Nebraska has ruled in favour of Farmers Edge in a patent infringement suit brought by AGI SureTrack, LLC (formerly Farmobile, LLC) (“AGI”). The lawsuit, filed by AGI in November, 2021 sought damages and an injunction against the Company for infringement of certain claims in AGI’s U.S. Patents. The court ruled that five patents asserted by AGI purporting to relate to precision agriculture technology are invalid. This decision reflects Farmers Edge’s unwavering dedication to defending its innovation and the integrity of its process. Farmers Edge was represented by Kirkland & Ellis LLP. Duyuru • Mar 22
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of a remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE). Fairfax Financial Holdings Limited (TSX:FFH) made a non-binding proposal to acquire remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) CAD 4.9 million on November 16, 2023. Fairfax Financial Holdings Limited entered into a letter of intent to acquire remaining 38.6% stake in Farmers Edge Inc. on January 8, 2024. Fairfax Financial Holdings Limited entered into an arrangement agreement to acquire remaining 38.8% stake in Farmers Edge Inc. on January 22, 2024. As per letter of intent, Fairfax Financial revised the offer to CAD 0.35 per share payable in cash. Fairfax would acquire all of the common shares of Farmers Edge it does not already own for CAD 0.25 per share. The transaction will be financed by cash on hand of Fairfax. Fairfax, through certain of its controlled affiliates, currently owns approximately 61.2% of Farmers Edge’s share. Following completion of the Transaction, the Company expects to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in all provinces and territories of Canada.
The proposal is subject to finalization of definitive documentation and minority approval, regulatory, court and/or stock exchange approvals, Farmers Edge shareholders’ approval and certain other customary closing conditions. Shareholders of Farmers Edge do not need to take any action at this time in respect of the proposal from Fairfax and should await further information and guidance from the Independent Committee and the Board. Completion of the Transaction is not subject to any financing condition. The signing of the arrangement agreement followed the unanimous recommendation of the special committee (the “Special Committee”) of independent directors of the Board. Farmers Edge expects to hold a special meeting (the “Special Meeting”) of its shareholders to approve the transaction on or around March 12, 2024. As of January 22, 2024, the transaction is expected to close in the first quarter of 2024. As of March 15, 2024, the Farmers Edge shareholders approved the transaction. The Company intends to seek a final order of the Court of King’s Bench of Manitoba (the “Court”) to approve the Arrangement at a hearing expected to be held on March 19, 2024. As of March 19, 2024, final order of the Court of King’s Bench of Manitoba has been obtained. The arrangement is expected to be completed in March 2024. The transaction is expected to be completed on or about March 21, 2024.
BMO Capital Markets acted as financial and fairness opinion provider to Farmers Edge. Goodmans LLP acted as legal advisor to the Independent Committee and McCarthy Tétrault LLP acted as legal advisor to the Farmers Edge. David Chaikof, Janan Paskaran, Jon McDonald, Donald Baker and Logan Orr of Torys LLP acted as legal advisor to Fairfax.
Fairfax Financial Holdings Limited (TSX:FFH) completed the acquisition of a remaining 38.8% stake in Farmers Edge Inc. (TSX:FDGE) on March 21, 2024. Duyuru • Mar 20
Farmers Edge's Common Shares to Delist from Toronto Stock Exchange Farmers Edge Inc. announced that it has obtained a final order of the Court of King's Bench of Manitoba approving the previously announced statutory plan of arrangement (the "Arrangement") pursuant to which 15635594 Canada Inc., a subsidiary of Fairfax Financial Holdings Limited ("FFHL") will, among other things, acquire all of the outstanding common shares of the Company (each, a "Common Share"), except for: (i) 25,718,393 Common Shares (representing approximately 61.2% of the outstanding Common Shares) held by FFHL, and its affiliates; and (ii) those Common Shares held by the Company's Chief Executive Officer; for a price of $0.35 in cash per Common Share. Completion of the Arrangement remains subject to the satisfaction of certain customary closing conditions. The Arrangement is expected to be completed on or about March 21, 2024, following which Farmers Edge will no longer be publicly held and the Common Shares will be delisted from the Toronto Stock Exchange. Duyuru • Jan 24
Farmers Edge Inc. Expects to Be De-Listed from the Toronto Stock Exchange Following Completion of the Transaction Farmers Edge Inc. ("Farmers Edge" or the "Company") announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with 15635594 Canada Inc. (the "Purchaser"), a newly-formed subsidiary of the Company's majority shareholder, Fairfax Financial Holdings Limited ("FFHL") and FFHL, as guarantor, in respect of a transaction (the "Transaction") whereby the Purchaser will acquire all of the common shares (the "CommonShares") in the capital of the Company, other than those Common Shares owned by FFHL and its affiliates (collectively, "Fairfax") and the Company's Chief Executive Officer (as described below), at a purchase price of CAD 0.35 per Common Share (the "Purchase Price"), payable in cash. The announcement is the culmination of the negotiations that took place following the receipt by the board of directors of Farmers Edge (the "Board") on November 16, 2023 of an initial proposal from Fairfax at CAD 0.25 per Common Share (the "Original Proposal") and the January 8, 2024 announcement of the signing of a letter of intent by the Company and Fairfax in respect of the Transaction. The signing of the Arrangement Agreement followed the unanimous recommendation of the special committee (the "Special Committee") of independent directors of the Board. Following completion of the Transaction, the Company expects to be de-listed from the Toronto Stock Exchange and to cease to be a reporting issuer in all provinces and territories of Canada. Duyuru • Nov 18
Fairfax Financial Holdings Limited (TSX:FFH) made a non-binding proposal to acquire remaining 38.6% stake in Farmers Edge Inc. (TSX:FDGE) CAD 4.9 million. Fairfax Financial Holdings Limited (TSX:FFH) made a non-binding proposal to acquire remaining 38.6% stake in Farmers Edge Inc. (TSX:FDGE) CAD 4.9 million on November 16, 2023. Fairfax would acquire all of the common shares of Farmers Edge it does not already own for CAD 0.25 per share. Fairfax, through certain of its controlled affiliates, currently owns approximately 61.4% of Farmers Edge’s share. The proposal is subject to finalization of definitive documentation and minority approval. Shareholders of Farmers Edge do not need to take any action at this time in respect of the proposal from Fairfax and should await further information and guidance from the Independent Committee and the Board. Reported Earnings • Nov 10
Third quarter 2023 earnings released: CA$0.43 loss per share (vs CA$0.50 loss in 3Q 2022) Third quarter 2023 results: CA$0.43 loss per share (improved from CA$0.50 loss in 3Q 2022). Revenue: CA$4.43m (down 26% from 3Q 2022). Net loss: CA$17.9m (loss narrowed 15% from 3Q 2022). Revenue is forecast to grow 4.8% p.a. on average during the next 2 years, compared to a 7.9% growth forecast for the Software industry in Germany. Duyuru • Oct 31
Embratel Launches Platform to Drive Digital Transformation in the Field with Farmers Edge Embratel announced the launch of the Smart Farm solutions platform to boost the adoption of connectivity and digital tools in agribusiness. The new solution unites technologies and connectivity and was developed together with Farmers Edge. The platform includes high-resolution satellite imagery services, weather stations, telemetry, soil sampling, data processing with Artificial Intelligence and Machine Learning, data management application, as well as support and customized training for farmers. The Smart Farm platform is available to the market with four modules: Smart Imagery: provides high-frequency, high-resolution satellite imagery, as well as unique maps of the farms. Through the management of this data, the automatic detection of possible pests, diseases, nutritional deficiencies, climatic injuries, application failures, equipment malfunctions and drainage problems are made. When recognizing a change, the solution automatically notifies the farmer so that the necessary corrections can be made. Smart Insite: operates crop monitoring and digital agriculture with a special focus on climate. The solution enables and improves agronomic decisions through data capture in the field and allows for predictive analysis and modeling. It consists of a weather station that collects information on weather conditions, such as humidity, temperature, precipitation in real time; and offers high-frequency, high-resolution satellite imagery. In this way, it is possible to have knowledge of the microclimate of the property, better programming operations according to weather conditions. Smart: the solution unites the technologies and functionalities of the Smart Imagery and Smart Insite offerings, adding the use of telemetry to monitor equipment, such as harvesters, in real time. Telemetry allows tracking of machinery, also providing route history and other indicators. Thus, operations are monitored, enabling immediate adjustments in case of incorrect use of equipment, such as inadequate traffic speed. It also allows the identification of possible operational failures and fuel use savings. Smart VR: the solution brings the functionalities and technologies of the Smart offer, in addition to an agronomic consultancy that performs soil sampling and analysis, enabling the optimization and correct application of inputs, fertilizers and correctives, through planting maps. The solution supports the promotion of resource savings and the adoption of sustainable best practices. All these solutions have a management application that presents in real time all the indicators collected by the tools, benefiting the programming of operations and the performance of predictive procedures to improve the harvesting process. Duyuru • Oct 26
Farmers Edge Inc. to Report Q3, 2023 Results on Nov 08, 2023 Farmers Edge Inc. announced that they will report Q3, 2023 results After-Market on Nov 08, 2023 New Risk • Aug 14
New major risk - Negative shareholders equity The company has negative equity. Total equity: -CA$15m This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$57m free cash flow). Share price has been highly volatile over the past 3 months (31% average weekly change). Negative equity (-CA$15m). Market cap is less than US$10m (€6.28m market cap, or US$6.87m). Reported Earnings • Aug 13
Second quarter 2023 earnings released: CA$0.44 loss per share (vs CA$0.56 loss in 2Q 2022) Second quarter 2023 results: CA$0.44 loss per share (improved from CA$0.56 loss in 2Q 2022). Revenue: CA$5.18m (down 33% from 2Q 2022). Net loss: CA$18.6m (loss narrowed 21% from 2Q 2022). Revenue is forecast to grow 8.2% p.a. on average during the next 2 years, compared to a 7.1% growth forecast for the Software industry in Germany. Duyuru • Jul 26
Farmers Edge Inc. to Report Q2, 2023 Results on Aug 10, 2023 Farmers Edge Inc. announced that they will report Q2, 2023 results After-Market on Aug 10, 2023 Duyuru • Jul 09
Farmers Edge Inc. Announces Chief Financial Officer Changes Farmers Edge Inc. announced that Cindy Yuan, Chief Financial Officer, has left the Company as of July 7, 2023. Jay Jung, VP, Finance, will assume all responsibilities in leading the Finance team and function. Mr. Jung was hired inearly 2023 and has a strong background in accounting, management and organizational transformation. Reported Earnings • May 15
First quarter 2023 earnings released: CA$0.44 loss per share (vs CA$0.53 loss in 1Q 2022) First quarter 2023 results: CA$0.44 loss per share (improved from CA$0.53 loss in 1Q 2022). Revenue: CA$6.30m (down 26% from 1Q 2022). Net loss: CA$18.7m (loss narrowed 16% from 1Q 2022). Revenue is forecast to grow 28% p.a. on average during the next 2 years, compared to a 8.2% growth forecast for the Software industry in Germany. Reported Earnings • Mar 16
Full year 2022 earnings released Full year 2022 results: Revenue: CA$32.8m (down 9.4% from FY 2021). Net loss: CA$86.9m (loss widened 31% from FY 2021). Revenue is forecast to grow 21% p.a. on average during the next 3 years, compared to a 7.5% growth forecast for the Software industry in Germany. Reported Earnings • Nov 16
Third quarter 2022 earnings released: CA$0.50 loss per share (vs CA$0.46 loss in 3Q 2021) Third quarter 2022 results: CA$0.50 loss per share (further deteriorated from CA$0.46 loss in 3Q 2021). Revenue: CA$5.94m (down 13% from 3Q 2021). Net loss: CA$21.1m (loss widened 9.1% from 3Q 2021). Revenue is forecast to grow 22% p.a. on average during the next 3 years, compared to a 7.8% growth forecast for the Software industry in Germany. Reported Earnings • Aug 13
Second quarter 2022 earnings released: CA$0.56 loss per share (vs CA$0.24 loss in 2Q 2021) Second quarter 2022 results: CA$0.56 loss per share (down from CA$0.24 loss in 2Q 2021). Revenue: CA$7.68m (up 25% from 2Q 2021). Net loss: CA$23.5m (loss widened 135% from 2Q 2021). Over the next year, revenue is forecast to grow 48%, compared to a 7.8% growth forecast for the industry in Germany. Reported Earnings • May 14
First quarter 2022 earnings released: CA$0.53 loss per share (vs CA$0.81 loss in 1Q 2021) First quarter 2022 results: CA$0.53 loss per share. Revenue: CA$8.56m (down 13% from 1Q 2021). Net loss: CA$22.2m (loss widened 28% from 1Q 2021). Over the next year, revenue is forecast to grow 77%, compared to a 12% growth forecast for the industry in Germany. Recent Insider Transactions • Nov 21
Independent Chair of the Board recently bought €68k worth of stock On the 18th of November, R. McFarland bought around 28k shares on-market at roughly €2.40 per share. This was the largest purchase by an insider in the last 3 months. R. has been a buyer over the last 12 months, purchasing a net total of €196k worth in shares. Reported Earnings • Nov 12
Third quarter 2021 earnings released: CA$0.46 loss per share (vs CA$2.01 loss in 3Q 2020) The company reported a soft third quarter result with weaker revenues and control over costs, although losses reduced. Third quarter 2021 results: Revenue: CA$6.82m (down 34% from 3Q 2020). Net loss: CA$19.4m (loss narrowed 2.5% from 3Q 2020). Executive Departure • Oct 07
Chief Financial Officer David Patrick has left the company On the 30th of September, David Patrick's tenure as Chief Financial Officer ended after 1.2 years in the role. As of June 2021, David still personally held 28.57k shares (€227k worth at the time). David is the only executive to leave the company over the last 12 months. The current median tenure of the management team is 1.58 years, which is considered inexperienced in the Simply Wall St Risk Model. Recent Insider Transactions • Aug 18
Independent Chair of the Board recently bought €128k worth of stock On the 16th of August, R. McFarland bought around 40k shares on-market at roughly €3.19 per share. This was the largest purchase by an insider in the last 3 months. This was R.'s only on-market trade for the last 12 months. Breakeven Date Change • Aug 17
No longer forecast to breakeven The 4 analysts covering Farmers Edge no longer expect the company to break even during the foreseeable future. The company was expected to make a profit of CA$18.4m in 2023. New consensus forecast suggests the company will make a loss of CA$17.0m in 2023. Reported Earnings • Aug 14
Second quarter 2021 earnings released: CA$0.24 loss per share (vs CA$2.01 loss in 2Q 2020) The company reported a decent second quarter result with reduced losses and improved control over expenses, although revenues were weaker. Second quarter 2021 results: Revenue: CA$6.15m (down 41% from 2Q 2020). Net loss: CA$9.99m (loss narrowed 50% from 2Q 2020). Duyuru • Aug 13
Farmers Edge Inc. (TSX:FDGE) agreed to acquire Commoditag, LLC. Farmers Edge Inc. (TSX:FDGE) agreed to acquire Commoditag, LLC on August 12, 2021. After the acquisition, Commoditag, LLC will function as a wholly owned subsidiary of Farmers Edge led by the existing Commoditag, LLC leadership team. The deal is expected to close over the next several business days. Duyuru • May 14
Farmers Edge Helps Farmers in North America Create Millions of Potential New Carbon Offsets Farmers Edge Inc. announced the general availability of its data-driven Smart Carbon program for key agricultural markets in North America. The program harnesses the power of technology by combining hardware, software, agronomy, and hands-on customer support to create a true connected acre that gives farmers and their trusted advisors a 360-degree view of their carbon footprint with data from soil to sale. A leader in the cleantech space, Farmers Edge has been helping farmers to implement climate-friendly practices since 2005. The company provides the knowledge and technical support to infuse intelligence into decisions and processes on the farm, bringing sustainability, productivity, and profitability together. The technology automatically tracks, measures, and benchmarks improvements in yields, soil health, and efficiencies of practices on a site-specific basis. This synergy results in economic, environmental, and social value that can be passed down the supply chain for generations to come. It is highly scalable and can be implemented in both data-rich and data-sparse regions, by farms of any size. The company estimates that the total addressable market within its current customer base will include at least six million new carbon offsets annually through carbon sequestration and emissions reductions. In addition, the company has already secured buyers in North America. Farmers Edge has a long history as a sustainability innovator in Canada, with extensive experience managing one of the major carbon offset programs in the world, the Alberta Technology Innovation and Emissions Reduction Regulation. Based on this work, the company will expand its sequestration and emissions-reduction projects to other provinces, including Saskatchewan and Manitoba. In the US, the company is planning projects based on the USDA/NRCS foundation of greenhouse gas management. Additionally, Farmers Edge is currently developing broader-based protocols to be used across North America. Along with scaling its digital, connectivity-fueled carbon program, Farmers Edge is developing a system for food companies and elevators to purchase low-carbon grain. Duyuru • Apr 29
Farmers Edge Announces First of Its Kind Canola Heat Blast Yield Protection Farmers Edge Inc. pleased to offer Canada’s first Canola Heat Blast Yield Protection to its customers. This innovative digital product will help Canadian farmers protect the substantial investment in their canola crop while mitigating the financial damage that an extreme heatwave can have on yields. Farmers Edge digitizes the flow of insurance data from start to finish, and Munich Re, one of the global leaders in the insurance industry with A+ (Superior) Financial Strength Rating affirmed by AM Best, will underwrite the contract. Seamless connectivity with Munich Re ensures fluid information delivery providing unique user experience. Heat blast occurs when temperatures rise above 28 C during the day and above 16 C at night. This heat level disrupts the canola plant’s growth cycle leading to a drop in yield at harvest. In 2020 alone, Canada’s prairie provinces experienced numerous days where the temperature exceeded this threshold. High temperatures combined with dry conditions can lead to significant yield losses. This parametric insurance solution is affordable, easy to use, and eliminates the paperwork and hassle of filing a claim for busy farmers. Farmers Edge customers simply choose which fields they wish to insure, and their digital platform FarmCommand does the rest. It will passively collect all the data (temperature, field conditions, planting date), trigger a guaranteed claim when the weather and cumulative growing degree day thresholds are met, and automatically send it to Munich Re. All of this is done in real-time, expediting the insurance settlement process and eliminating the need for a claim adjustment. Best of all, it is fully transparent and requires no supervision on the part of farmers.