EX-99.1 2 ea022036001ex99-1_bitfarms.htm INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Exhibit 99.1

 

 

 

 

 

 

 

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

(Expressed in thousands of U.S. dollars - unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BITFARMS LTD.
TABLE OF CONTENTS

 

    Page
  Financial Statements (unaudited)  
  Interim Consolidated Statements of Financial Position 3
  Interim Consolidated Statements of Profit or Loss and Comprehensive Profit or Loss 4
  Interim Consolidated Statements of Changes in Equity 5
  Interim Consolidated Statements of Cash Flows 6
     
  Notes to the Interim Condensed Consolidated Financial Statements (unaudited)  
1. Nature of Operations 7
2. Liquidity 8
3. Basis of Presentation and Material Accounting Policy Information 9
4. Significant Accounting Judgments and Estimates 13
5. Other Assets 13
6. Digital Assets 14
7. Derivative Assets and Liabilities 15
8. Assets Held for Sale 16
9. Impairment 18
10. Property, Plant and Equipment 19
11. Intangible Assets 22
12. Long-term Deposits, Equipment Prepayments, Commitments and Other 23
13. Trade Payables and Accrued Liabilities 27
14. Warrant Liabilities 27
15. Long-term Debt 29
16. Leases 31
17. Income Taxes 32
18. Share Capital 32
19. Financial Instruments 34
20. Transactions and Balances with Related Parties 35
21. Net Loss Per Share 36
22. Share-based Payments 36
23. Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss 38
24. Geographical Information 41
25. Additional Details to the Statements of Cash Flows 42
26. Subsequent Events 42

 

2  Page

 

 

BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands of U.S. dollars - unaudited)

 

       As of September 30,   As of December 31, 
   Notes   2024   2023 
Assets            
Current            
Cash        72,913    84,038 
Trade receivables        1,473    714 
Other assets   5    11,440    1,494 
Short-term prepaid deposits   9    15,918    6,393 
Income taxes receivable        396     
Digital assets   6    72,629    31,870 
Digital assets - pledged as collateral   6, 15        2,101 
Electrical component inventory   23    1,175    705 
Derivative assets   7    6,996    1,281 
Assets held for sale   8    6,107    1,388 
         189,047    129,984 
Non-current               
Property, plant and equipment   10, 24    246,514    186,012 
Right-of-use assets   16    23,955    14,315 
Long-term deposits, equipment prepayments and other   12    122,901    44,714 
Intangible assets   11    4,208    3,700 
Total assets        586,625    378,725 
Liabilities               
Current               
Trade payables and accrued liabilities   13    34,314    20,739 
Current portion of long-term debt   15    142    4,022 
Current portion of lease liabilities   16    2,309    2,857 
Taxes payable            1,110 
Warrant liabilities   14, 18    14,327    40,426 
         51,092    69,154 
Non-current               
Long-term debt   15    1,530     
Lease liabilities   16    19,974    12,993 
Asset retirement provision        2,005    1,816 
Total liabilities        74,601    83,963 
Shareholders’ equity               
Share capital        796,751    530,123 
Contributed surplus        63,785    56,622 
Accumulated deficit        (351,823)   (294,924)
Revaluation surplus        3,311    2,941 
Total equity        512,024    294,762 
Total liabilities and equity        586,625    378,725 

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

November 12, 2024   /s/ Brian Howlett   /s/ Ben Gagnon   /s/ Jeffrey Lucas
Date of approval of the financial statements   Chairman of the Board of Directors   Chief Executive Officer & Director    Chief Financial Officer

 

3  Page

 

 

BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS
(Expressed in thousands of U.S. dollars, except per share amounts - unaudited)

 

       Three months ended
September 30,
   Nine months ended
September 30,
 
   Notes   2024   2023 (restated - Note 3d)   2024   2023 (restated - Note 3d) 
                     
Revenues   6, 24    44,853    34,596    136,718    100,125 
Cost of revenues   23    (56,642)   (43,462)   (170,464)   (123,384)
Gross loss        (11,789)   (8,866)   (33,746)   (23,259)
                          
Operating expenses                         
General and administrative expenses   23    (27,600)   (8,372)   (53,198)   (25,887)
(Revaluation loss) reversal of revaluation loss on digital assets   6        (1,183)       1,512 
Loss on disposition of property, plant and equipment and deposits        (875)   (217)   (606)   (1,776)
Impairment on short-term prepaid deposits, property, plant and equipment and assets held for sale   9    (3,628)       (3,628)   (9,982)
Operating loss        (43,892)   (18,638)   (91,178)   (59,392)
                          
Net financial income   23    7,241    2,532    17,367    12,492 
Net loss before income taxes        (36,651)   (16,106)   (73,811)   (46,900)
                          
Income tax (expense) recovery   17    2    (401)   4,583    23 
Net loss        (36,649)   (16,507)   (69,228)   (46,877)
                          
Other comprehensive income (loss)                         
Item that will not be reclassified to profit or loss:                         
Change in revaluation surplus - digital assets, net of tax   6    721    (824)   12,699    1,567 
Total comprehensive loss, net of tax        (35,928)   (17,331)   (56,529)   (45,310)
                          
Loss per share   21                     
Basic and diluted        (0.08)   (0.06)   (0.17)   (0.19)
Weighted average number of common shares outstanding   21                     
Basic and diluted        448,711,912    273,906,752    396,423,169    251,010,194 

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

4  Page

 

 

BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of U.S. dollars, except number of shares - unaudited)

 

   Notes   Number of
shares
   Share
capital
   Contributed
surplus
   Accumulated
deficit
   Revaluation
surplus
   Total equity 
Balance as of January 1, 2024        334,153,330    530,123    56,622    (294,924)   2,941    294,762 
Net loss                    (69,228)       (69,228)
Change in revaluation surplus - digital assets, net of tax                        12,699    12,699 
Total comprehensive loss, net of tax                    (69,228)   12,699    (56,529)
                                    
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                    12,329    (12,329)    
Share-based payment   22            9,928            9,928 
Issuance of common shares   18    110,856,066    242,392                242,392 
Settlement of restricted share units   22    366,666    1,016    (1,016)            
Exercise of stock options and warrants   18, 22    7,559,259    23,220    (1,749)           21,471 
Balance as of September 30, 2024        452,935,321    796,751    63,785    (351,823)   3,311    512,024 
                                    
Balance as of January 1, 2023 (restated - Note 3d)        224,200,170    404,934    47,653    (197,189)       255,398 
Net loss                    (46,877)       (46,877)
Change in revaluation surplus - digital assets, net of tax                        1,567    1,567 
Total comprehensive loss, net of tax                    (46,877)   1,567    (45,310)
                                    
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                    1,567    (1,567)    
Share-based payment   22            7,009            7,009 
Issuance of common shares   18    52,941,736    69,858                69,858 
Settlement of restricted share units   22    141,668    405    (405)            
Exercise of stock options   18, 22    400,875    295    (133)           162 
Balance as of September 30, 2023 (restated - Note 3d)        277,684,449    475,492    54,124    (242,499)       287,117 

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

5  Page

 

 

BITFARMS LTD.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. dollars - unaudited)

 

       Nine months ended September 30, 
   Notes   2024   2023 (restated -
Note 3d)
 
             
Cash flows from operating activities            
Net loss        (69,228)   (46,877)
Adjustment for non-cash items:               
Depreciation and amortization   23, 25    116,383    62,995 
Impairment on short-term prepaid deposits, property, plant and equipment and assets held for sale   9    3,628    9,982 
Net financial income   23    (17,367)   (12,492)
Digital assets earned   6    (132,644)   (96,350)
Reversal of revaluation loss on digital assets   6        (1,512)
Share-based payment   22    9,928    7,009 
Income tax recovery   17    (4,583)   (23)
Loss on disposition of property, plant and equipment and deposits        606    1,776 
Proceeds from sale of digital assets earned   6    111,264    87,724 
Interest and financial income received (expenses paid)        3,803    (7,922)
Income taxes (paid) received        (1,247)   7,275 
Changes in non-cash working capital components   25    (6,439)   (1,557)
Net change in cash related to operating activities        14,104    10,028 
                
Cash flows used in investing activities               
Purchase of property, plant and equipment        (168,687)   (43,576)
Proceeds from sale of property, plant and equipment and assets held for sale        2,598    2,884 
Purchase of marketable securities   23    (10,405)   (33,759)
Proceeds from disposition of marketable securities   23    11,936    45,005 
Refundable deposit   12    (7,800)    
Equipment and construction prepayments        (96,504)   (3,533)
Acquisitions of assets            (2,394)
Net change in cash related to investing activities        (268,862)   (35,373)
                
Cash flows from financing activities               
Issuance of common shares   18    239,392    68,504 
Repayment of long-term debt   15    (4,045)   (24,601)
Proceeds from long-term debt   15    1,695     
Repayment of lease liabilities   16    (1,998)   (2,852)
Exercise of stock options and warrants   18, 22    8,620    162 
Proceeds from credit facility            55 
Net change in cash related to financing activities        243,664    41,268 
                
Net decrease in cash        (11,094)   15,923 
Cash, beginning of the period        84,038    30,887 
Exchange rate differences on currency translation        (31)   (35)
Cash, end of the period        72,913    46,775 

 

Should be read in conjunction with the notes to the interim condensed consolidated financial statements

 

6  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 1:         NATURE OF OPERATIONS

 

Bitfarms Ltd. was incorporated under the Canada Business Corporations Act on October 11, 2018 and continued under the Business Corporations Act (Ontario) on August 27, 2021. The consolidated financial statements of the corporation comprise the accounts of Bitfarms Ltd. and its wholly-owned subsidiaries (together referred to as the “Company” or “Bitfarms”). The common shares of the Company are listed on the Nasdaq Stock Market and the Toronto Stock Exchange (Nasdaq/TSX: BITF). Its registered office is located at 110 Yonge Street, Suite 1601, Toronto, Ontario, Canada, M5C 1T4.

 

The activities of the Company are mainly comprised of selling its computational power used for hashing calculations for the purpose of cryptocurrency mining in multiple jurisdictions as described in Note 24 “Geographical Information”. The Company’s operations are currently located in Canada, the United States, Argentina and Paraguay. Volta, a wholly-owned subsidiary of the Company, assists the Company in building and maintaining its data centers and provides electrician services to both commercial and residential customers in Quebec.

 

Bitfarms owns and operates data centers housing computers (referred to as “Miners”) designed for the purpose of validating transactions on the Bitcoin Blockchain (referred to as “Mining”). Bitfarms generally operates its Miners 24 hours per day to produce computational power used for hashing calculations (measured by hashrate) that Bitfarms sells to a Mining pool operator under a formula-driven rate commonly known in the industry as Full Pay Per Share (“FPPS”). Under FPPS, Mining pool operators compensate Mining companies for their computational power used for hashing calculations, measured through hashrate, based on what the Mining pool operator would expect to generate in revenue for a given time period if there was no randomness involved. The fee paid by a Mining pool operator to Bitfarms for its computational power used for hashing calculations may be in cryptocurrency, U.S. dollars, or another currency. However, the fees are generally paid to the Company on a daily basis in BTC (as defined below). Bitfarms accumulates the cryptocurrency fees it receives or exchanges them for U.S. dollars through reputable and established cryptocurrency trading platforms.

 

Terms and definitions

 

In these financial statements, the terms below have the following definitions:

 

  Term Definition
1 Backbone Backbone Hosting Solutions Inc.
2 Volta 9159-9290 Quebec Inc.
3 Backbone Argentina Backbone Hosting Solutions SAU
4 Backbone Paraguay Backbone Hosting Solutions Paraguay SA
5 Backbone Mining Backbone Mining Solutions LLC
6 BTC Bitcoin
7 BVVE Blockchain Verification and Validation Equipment (primarily Miners)
8 CAD Canadian Dollars
9 USD U.S. Dollars
10 ARS Argentine Pesos

 

7  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 2:         LIQUIDITY

 

Bitfarms is primarily engaged in the Bitcoin Mining industry, a highly volatile industry subject to significant inherent risk. Declines in the market prices of cryptocurrencies, an increase in the difficulty of BTC mining, delays in the delivery of Mining equipment, changes in the regulatory environment and adverse changes in other inherent risks can significantly and negatively impact the Company’s operations and cash flows and its ability to maintain sufficient liquidity to meet its financial obligations. Adverse changes to the factors mentioned above have impacted the recoverability of the Company’s digital assets and property, plant and equipment (“PPE”), resulting in impairment losses being recorded.

 

The Company’s current operating budget and future estimated cash flows indicate that the Company will generate positive cash flow in excess of the Company’s cash commitments within the twelve-month period following the date these interim condensed consolidated financial statements were authorized for issuance (the “twelve-month period”). These analyses are based on BTC market factors including price, difficulty and network hashrate for the twelve-month period.

 

A BTC Halving event is scheduled to occur once every 210,000 blocks, or roughly every four years, until the total amount of BTC rewards issued reaches 21 million, which is expected to occur around 2140. The most recent BTC Halving event occurred on April 19, 2024, at which time BTC block rewards decreased from 6.25 BTC per block to 3.125 BTC per block. Once 21 million BTC are generated, the network will stop producing more BTC, and the industry will then need to rely on transaction fees and/or other sources of revenue. While BTC prices have had a history of significant fluctuations around BTC Halving events, there is no guarantee that the price change will be favorable or would compensate for the reduction in Mining rewards and the compensation from Mining Pools. Similar to past BTC Halvings events, the BTC price did not have an immediate favorable impact after the BTC Halving that occurred on April 19, 2024. It took approximately six months for the Company’s revenue per terahash to return to the level experienced prior to the May 2020 BTC Halving event. Since the BTC halving on April 19, 2024, revenue per terahash has not yet returned to pre-halving levels.

 

At current BTC prices, the Company’s existing cash resources and the proceeds from sales of its BTC treasury and BTC earned may not be sufficient to fund capital investments to fully support its growth objectives. If the proceeds from the sale of BTC are not sufficient, the Company would be required to raise additional funds from external sources to meet these requirements. There is no assurance that the Company will be able to raise such additional funds on acceptable terms, if at all.

 

If the Company raises additional funds by issuing securities, existing shareholders’ ownership in the Company may be diluted. If the Company is unable to obtain financing, including by issuing securities, or if funds from operations and proceeds from sales of the Company’s BTC holdings are negatively impacted by the BTC price, the Company may have difficulty meeting its payment obligations.

 

8  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:         BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION

 

a.Basis of preparation and measurement

 

The interim condensed consolidated financial statements (“Financial Statements”) of the Company comprise the accounts of Bitfarms Ltd. and its wholly-owned subsidiaries. These Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, including International Accounting Standard 34, Interim Financial Reporting. These Financial Statements were approved by the Board of Directors (the “Board”) on November 12, 2024.

 

These Financial Statements do not include all the information required for full annual financial statements and should be read in conjunction with the audited annual consolidated financial statements of the Company and the notes thereto for the year ended December 31, 2023.

 

These Financial Statements have been prepared under the same accounting policies used in the audited annual consolidated financial statements for the year ended December 31, 2023, except for new accounting standards issued and adopted by the Company which are described below. The accounting policies have been applied consistently by the Company’s entities and to all periods presented in these Financial Statements, unless otherwise indicated.

 

The Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments and digital assets recorded at fair value, and assets held for sale measured at the lower of their carrying amount and fair value less costs to sell.

 

9  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:         BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

b.New accounting amendments issued and adopted by the Company

 

The following amendments to existing standards were adopted by the Company as of January 1, 2024:

 

Amendments to IFRS 16, Leases (“IFRS 16”)

Amendments to IFRS 16 require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in a manner that does not recognize any amount of the gain or loss that relates to the right-of-use retained. The new requirements do not prevent a seller-lessee from recognizing in profit or loss any gain or loss relating to the partial or full termination of a lease.

 

Amendments to IAS 1, Presentation of the Financial Statements (“IAS 1”)

Amendments to IAS 1 clarify how to classify debt and other liabilities as current or non-current. The amendments help to determine whether, in the interim consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments also include clarifying the classification requirements for debt that an entity might settle by converting into equity.

 

Amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require information about these covenants be disclosed in the notes to the financial statements.

 

Amendments to IAS 7, Statement of Cash Flows (“IAS 7”) and IFRS 7, Financial Instruments: Disclosures (“IFRS 7”)

Amendments to IAS 7 and IFRS 7 introduce disclosure requirements to enhance the transparency of supplier finance arrangements and their effects on an entity’s liabilities, cash flows and exposure to liquidity risk.

 

The adoption by the Company of the amendments listed above did not have a significant impact on the Company’s Financial Statements.

 

c.New accounting amendments and standard issued to be adopted at a later date

 

The following amendments to existing standards have been issued and are applicable to the Company for its annual period beginning on January 1, 2025, with an earlier application permitted:

 

Amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates (“IAS 21”)

Amendments to IAS 21 require an entity to apply a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures to provide.

 

The Company is currently evaluating the impact of adopting the amendments on the Company’s Financial Statements.

 

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BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:         BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

c.New accounting amendments and standard issued to be adopted at a later date (Continued)

 

The following amendments to existing standards have been issued and are applicable to the Company for its annual period beginning on January 1, 2026, with an earlier application permitted:

 

Amendments to IFRS 9, Financial Instruments (“IFRS 9”) and IFRS 7

Amendments to IFRS 9 and IFRS 7 clarify that financial assets and financial liabilities are recognized and derecognized at settlement date except for regular way purchases or sales of financial assets and financial liabilities meeting conditions for the new exception. The new exception permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date.

 

These amendments also provide guidelines to assess contractual cash flow characteristics of financial assets, which apply to all contingent cash flows, including those arising from environmental, social, and governance (ESG)-linked features.

 

In addition, the amendments for investments in equity instruments reported at fair value through other comprehensive income require separately disclosing the fair value gain or loss for investments derecognized in the period and investments held. The amendments added disclosure requirements for financial instruments with contingent features that could change the timing or amount of contractual cash flows that do not relate directly to basic lending risks and costs.

 

The Company is currently evaluating the impact of adopting the amendments on the Company’s Financial Statements.

 

The following new standard has been issued and is applicable to the Company for its annual period beginning on January 1, 2027, with an earlier application permitted:

 

IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”)

On April 9, 2024, the International Accounting Standards Board issued IFRS 18, the new standard on presentation and disclosure in financial statements, which will replace IAS 1, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

The structure of the statement of profit or loss, including specified totals and subtotals;
Required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (i.e., management-defined performance measures); and
Enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

 

The Company is currently evaluating the impact of adopting the new standard on the Company’s Financial Statements.

 

11  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 3:         BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICY INFORMATION (Continued)

 

d.Restatement

 

During the year ended December 31, 2023, the Company identified errors in its accounting for warrants issued in connection with certain private placement financings in 2021. The warrants and broker warrants are convertible for a fixed number of common shares of the Company but have a contingent cashless exercise clause which results in a classification of the warrants and broker warrants as a financial liability and measurement of such warrants at fair value through profit or loss, not equity.

 

The effects of the restatement on the affected financial statement line items for the prior period are as follows:

 

Interim consolidated statements of profit or loss and comprehensive profit or loss extract for the three and nine months ended September 30, 2023 - Restatement

   Three months ended September 30,   Nine months ended September 30, 
   2023 (as
reported)
   Warrant
adjustments
   2023 (as
restated)
   2023 (as
reported)
   Warrant
adjustments
   2023 (as
restated)
 
                         
Operating loss   (18,638)       (18,638)   (59,392)       (59,392)
                               
Net financial income (expenses)   336    2,196    2,532    12,706    (214)   12,492 
Net loss before income taxes   (18,302)   2,196    (16,106)   (46,686)   (214)   (46,900)
                               
Income tax recovery (expense)   (401)       (401)   23        23 
Net loss   (18,703)   2,196    (16,507)   (46,663)   (214)   (46,877)
                               
Other comprehensive income (loss)                              
Item that will not be reclassified to profit or loss:                              
Change in revaluation surplus - digital assets, net of tax   (824)       (824)   1,567        1,567 
Total comprehensive loss, net of tax   (19,527)   2,196    (17,331)   (45,096)   (214)   (45,310)
                               
Loss per share                              
Basic and diluted   (0.07)   0.01    (0.06)   (0.19)       (0.19)

 

Interim consolidated statements of cash flows extract for the nine months ended September 30, 2023 - Restatement

 

   Nine months ended September 30, 
   2023 (as reported)   Warrant adjustments   2023 (as restated) 
             
Cash flows from operating activities            
Net loss   (46,663)   (214)   (46,877)
Adjustments for:               
Net financial income (expenses)   (12,706)   214    (12,492)
Net change in cash related to operating activities   10,028        10,028 

 

12  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 4:         SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

 

The preparation of the Financial Statements requires Bitfarms’ management team (“Management”) to undertake judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. These estimates and judgments are based on Management’s best knowledge of the events or circumstances and actions the Company may take in the future. The actual results may differ from these assumptions and estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to assumptions and estimates are recognized in the period in which the assumption or estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The significant judgements made by Management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the audited annual consolidated financial statements for year ended December 31, 2023, except for the following:

 

Property, plant and equipment

Estimates of useful lives, residual values and methods of depreciation are reviewed annually. Any changes based on additional available information are accounted for prospectively as a change in accounting estimate.

 

During the first quarter of 2024, in connection with the replacement of older Miners following the Company’s transformative fleet upgrade as described in Note 10 - Property, Plant and Equipment, the Company reviewed and adjusted the useful lives, residual values and method of depreciation of older Miners that will be replaced by the new fleet in 2024.

 

For these Miners, the depreciation was accelerated to bring the book value to the estimated recoverable value at the time they are expected to be replaced. The residual values were adjusted to reflect the expected proceeds from the eventual sale and the depreciation method was modified from sum-of-years to straight-line method.

 

NOTE 5: OTHER ASSETS

   As of September 30,   As of December 31, 
   2024   2023 
Sales taxes receivable*   10,847    805 
Other receivables   593    689 
    11,440    1,494 

 

*Refer to Note 23d for more details about the provision applied to the Argentine value-added tax (VAT) receivable included in sales taxes receivable.

 

13  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 6:         DIGITAL ASSETS

 

BTC transactions and the corresponding values for the three and nine months ended September 30, 2024 and 2023 were as follows:

 

   Three months ended September 30, 
   2024   2023 
   Quantity   Value   Quantity   Value 
Balance of digital assets including digital assets pledged as collateral as of July 1,   905    56,748    549    16,734 
BTC earned*   703    42,838    1,172    32,899 
BTC exchanged for cash and services   (461)   (27,938)   (1,018)   (28,354)
Realized gain (loss) on disposition of digital assets**       769        (425)
Change in unrealized gain (loss) on revaluation of digital assets**       212        (1,879)
Balance of digital assets including digital assets pledged as collateral as of September 30,   1,147    72,629    703    18,975 
Less digital assets pledged as collateral as of September 30,***           (80)   (2,166)
Balance of digital assets excluding digital assets pledged as collateral as of September 30,   1,147    72,629    623    16,809 

 

   Nine months ended September 30, 
   2024   2023 
   Quantity   Value   Quantity   Value 
Balance of digital assets including digital assets pledged as collateral as of January 1,   804    33,971    405    6,705 
BTC earned*   2,260    132,644    3,692    96,350 
BTC exchanged for cash and services   (1,917)   (111,264)   (3,394)   (87,724)
Realized gain on disposition of digital assets**       17,635        1,272 
Change in unrealized gain (loss) on revaluation of digital assets**       (357)       2,372 
Balance of digital assets including digital assets pledged as collateral as of September 30,   1,147    72,629    703    18,975 
Less digital assets pledged as collateral as of September 30,***           (80)   (2,166)
Balance of digital assets excluding digital assets pledged as collateral as of September 30,   1,147    72,629    623    16,809 

 

* Management estimates the fair value of BTC earned on a daily basis as the quantity of cryptocurrency received multiplied by the price quoted on Coinbase on the day it was received. Management considers the prices quoted on Coinbase to be a level 2 input under IFRS 13, Fair Value Measurement.

 

** A portion of the realized gain on disposition of digital assets and the change in unrealized gain on revaluation of digital assets is presented in other comprehensive income after reversing previously recorded revaluation loss on digital assets in the statement of profit or loss. For the three and nine months ended September 30, 2024, a gain of $721, net of $260 of deferred income tax expense, and a gain of $12,699, net of $4,579 of deferred income tax expense, respectively, were presented in other comprehensive income (three and nine months ended September 30, 2023: loss of $824, net of $297 of deferred income tax recovery, and a gain of $1,567, net of $565 of deferred income tax expense, respectively).

 

*** Refer to Note 15 for details of the Company’s long-term debt and BTC pledged as collateral. During the first quarter of 2024, the NYDIG Loan balance was fully repaid and the BTC previously pledged as collateral thereunder became unencumbered.

 

14  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 7:         DERIVATIVE ASSETS AND LIABILITIES

 

BTC option contracts

Starting in the first quarter of 2023, the Company purchased BTC option contracts that gave it the right, but not the obligation, to sell digital assets at a fixed price. Option contracts are used to reduce the risk of BTC price volatility and reduce the variability of cash flows resulting from future sales of digital assets. The Company did not apply hedge accounting to these contracts.

 

Reconciliation of the fair value measurement of derivatives (Level 2):

 

   As of September 30,   As of December 31, 
   2024   2023 
   Derivative
Assets
   Derivative
Liabilities
   Derivative
Assets
   Derivative
Liabilities
 
   nine-month period   twelve-month period 
Balance as of January 1,   1,281             
Remeasurement recognized in statement of profit or loss during the period   628    (351)   28    20 
Purchases   10,320    351    1,253    366 
Sales   (5,233)           (386)
Balance as of period end   6,996        1,281     

 

The following gain or loss on derivatives are recognized in Net financial income in the interim consolidated statements of profit or loss and comprehensive profit or loss:

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2024   2023   2024   2023 
Unrealized change in fair value of outstanding contracts   (732)       (1,028)    
Realized gain (loss) on settled contracts   654        1,305    (180)
    (78)       277    (180)

 

15  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 8:         ASSETS HELD FOR SALE

 

As of September 30, 2024 and December 31, 2023, assets held for sale consisted of the following:

 

      As of September 30,   As of December 31, 
   Notes  2024   2023 
Miners  i.   5,706    521 
Mining electrical components      401    867 
       6,107    1,388 

 

i.Miners held of sale

The following table summarizes the movement of Miners held for sale:

 

   MicroBT
WhatsMiner
M30, M31 & M50
Miners
   Innosilicon T2T & T3,
Canaan Avalon A10
and Antminer T15 &
S15 Miners
   MicroBT
WhatsMiner
M20S Miners
   Bitmain S19j Pro
Miners
   TOTAL 
   Qty   Value   Qty   Value   Qty   Value   Qty   Value   Qty   Value 
Balance as of January 1, 2023           1,272    190    2,512    1,030            3,784    1,220 
Additions           1,848    198            300    205    2,148    403 
Dispositions                   (1,781)   (714)           (1,781)   (714)
Impairment           (3,120)   (388)                   (3,120)   (388)
Balance as of December 31, 2023                   731    316    300    205    1,031    521 
Additions   38,579    7,990                    8,395    2,409    46,974    10,399 
Dispositions   (5,760)   (1,273)           (258)   (108)   (300)   (205)   (6,318)   (1,586)
Impairment       (3,120)           (473)   (208)       (300)   (473)   (3,628)
Balance as of September 30, 2024   32,819    3,597                    8,395    2,109    41,214    5,706 

 

a.S19j Pro Bitmain Miners

During the second quarter of 2024, the Company ceased using 2,609 Bitmain S19j Pro Miners and plans to dispose of them within the next 12 months.

 

During the third quarter of 2024, the Company ceased using 5,786 Bitmain S19j Pro Miners and plans to dispose of them within the next 12 months.

 

During the nine months ended September 30, 2024, the Company sold 300 Bitmain S19j Pro Miners with a carrying amount of $205 and disposed of them for net proceeds of $205 resulting in no gain or loss.

 

During the three and nine months ended September 30, 2024, the Company reassessed the fair value less costs to sell of the Bitmain S19j Pro Miners and recognized an impairment loss of $300.

 

16  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 8:         ASSETS HELD FOR SALE (Continued)

 

i.Miners held of sale (Continued)
b.MicroBT WhatsMiner M30, M31 and M50 Miners

During the first quarter of 2024, the company ceased using 2,775 MicroBT WhatsMiner M30 Miners and 4,921 MicroBT WhatsMiner M31 Miners and plans to dispose of them within the next 12 months.

 

During the second quarter of 2024, the Company ceased using 22,956 MicroBT WhatsMiner M30 Miners, 7,118 MicroBT WhatsMiner M31 Miners and 532 MicroBt WhatsMiner M50 Miners and plans to dispose of them within the next 12 months.

 

During the third quarter of 2024, the company ceased using 277 MicroBT WhatsMiner M30 Miners and plans to dispose of them within the next 12 months.

 

During the nine months ended September 30, 2024, the Company sold an aggregate 5,760 MicroBT WhatsMiner M30 and M31 Miners with a carrying amount of $1,273 and disposed of them for net proceeds of $1,338 resulting in a gain of $65.

 

During the three and nine months ended September 30, 2024, the Company reassessed the fair value less costs to sell of the MicroBT WhatsMiner M30, M31 and M50 Miners and recognized an impairment loss of $3,120.

 

c.MicroBT WhatsMiner M20S Miners

During the nine months ended September 30, 2024, the Company sold 258 MicroBT WhatsMiner M20S Miners with a carrying amount of $108 and disposed of them for net proceeds of $34 resulting in a loss of $74. Management determined that the remaining MicroBT WhatsMiner M20S Miners continue to meet the criteria to be classified as held for sale as of September 30, 2024.

 

During the three and nine months ended September 30, 2024, the Company reassessed the fair value less costs to sell of the MicroBT WhatsMiner M20S Miners and recognized an impairment loss of $208.

 

17  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 9:         IMPAIRMENT

 

2024 impairment loss

 

During the three and nine months ended September 30, 2024, the Company recorded $3,628 of impairment on assets held for sale. Refer to Note 8 for more details.

 

2023 impairment loss

 

Impairment on short-term prepaid deposits during the second quarter of 2023

i.Background

In 2022, the Company entered into agreements with external import brokers to be able to proceed with the importation of its miners into Argentina. Under the agreements, the Company was required to make advance deposits to the external import brokers, which were classified as short-term prepaid deposits on the consolidated statements of financial position. During the second quarter of 2023, the Company decided to terminate the importation agreements with the external import brokers as of June 30, 2023.

 

ii.Impairment loss

The Company assumed the cost of terminating the importation agreements with the brokers in order to execute its new importation strategy, resulting in the Company forgoing a deposits balance of $6,982. Accordingly, during the second quarter of 2023, the Company impaired $6,982 of short-term prepaid deposits. This impairment is presented in the consolidated statements of profit or loss and comprehensive profit or loss under Impairment on short-term prepaid deposits, equipment and construction prepayments, property, plant and equipment and right-of-use assets.

 

Impairment on mineral assets during the second quarter of 2023

i.Background

The Suni mineral asset was acquired in connection with the reverse acquisition of Bitfarms Ltd (Israel) on April 12, 2018, and its value at the time was estimated at $9,000 based on an independent appraiser’s valuation. Suni is an iron ore deposit located in Canada that was held by the acquiree. Since its acquisition, following the presence of impairment indicators, the Suni mineral asset was written down to a net book value of $3,000 as of December 31, 2022.

 

ii.Impairment loss

During the second quarter of 2023, in connection with the planned disposal of the Suni mineral asset, Management tested the cash-generating unit for impairment, resulting in a further impairment charge of $3,000 and reducing the carrying amount to nil. This impairment charge is presented in the consolidated statements of profit or loss and comprehensive profit or loss under Impairment on short-term prepaid deposits, equipment and construction prepayments, property, plant and equipment and right-of-use assets. On July 27, 2023, the Company sold the Suni mineral asset for a nominal amount to a third party.

 

18  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 10:         PROPERTY, PLANT AND EQUIPMENT

 

As of September 30, 2024 and December 31, 2023, PPE consisted of the following:

 

   Notes   BVVE and
electrical
components
   Mineral
assets
   Land and
buildings
   Leasehold
improvements
   Vehicles   Total 
Cost                            
Balance as of January 1, 2024        354,803        5,740    50,728    1,262    412,533 
Additions        182,461        20,845    4,112    337    207,755 
Dispositions        (174)           (560)   (25)   (759)
Transfer to assets held for sale   8    (194,931)                   (194,931)
Sales tax recovery   23    (14,763)       (428)   (657)   (18)   (15,866)
Balance as of September 30, 2024        327,396        26,157    53,623    1,556    408,732 
                                    
Accumulated Depreciation                                   
Balance as of January 1, 2024        199,794        424    25,656    647    226,521 
Depreciation   25    119,069        239    3,068    150    122,526 
Sales tax recovery - depreciation   23, 25    (8,624)       (28)   (104)   (4)   (8,760)
Dispositions        (37)           (423)   (16)   (476)
Transfer to assets held for sale   8    (184,425)                   (184,425)
Impairment on deposits transferred to PPE        6,750            82        6,832 
Balance as of September 30, 2024        132,527        635    28,279    777    162,218 
                                    
Net book value as of September 30, 2024        194,869        25,522    25,344    779    246,514 

 

   Notes   BVVE and
electrical
components
   Mineral
assets
   Land and
buildings
   Leasehold
improvements
   Vehicles   Total 
Cost                            
Balance as of January 1, 2023        308,205    9,000    4,392    45,278    1,082    367,957 
Additions        63,598        1,348    5,924    272    71,142 
Additions related to asset acquisitions        13            30        43 
Dispositions        (7,325)   (9,000)       (5)   (92)   (16,422)
Transfer to assets held for sale   8    (9,688)                   (9,688)
Effect of change in discount rate                    (499)       (499)
Balance as of December 31, 2023        354,803        5,740    50,728    1,262    412,533 
                                    
Accumulated Depreciation                                   
Balance as of January 1, 2023        120,097    6,000    270    21,636    526    148,529 
Depreciation        77,551        154    3,556    194    81,455 
Dispositions        (5,756)   (9,000)       (5)   (73)   (14,834)
Transfer to assets held for sale   8    (8,418)                   (8,418)
Impairment        1,882    3,000                4,882 
Impairment on deposits transferred to PPE        14,438            469        14,907 
Balance as of December 31, 2023        199,794        424    25,656    647    226,521 
                                    
Net book value as of December 31, 2023        155,009        5,316    25,072    615    186,012 

 

19  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 10:         PROPERTY, PLANT AND EQUIPMENT (Continued)

 

BVVE

Further details of the quantity and models of BTC BVVE held by the Company as of September 30, 2024 and December 31, 2023 are as follows:

 

   Notes   MicroBT
WhatsMiner*
   Bitmain
S19j Pro
   Bitmain
T21
   Bitmain
S21
   Total 
Quantity as of January 1, 2024        51,738    16,361            68,099 
Additions        1,943        44,532    3,975    50,450 
Dispositions        (6,491)   (300)           (6,791)
Quantity as of September 30, 2024        47,190    16,061    44,532    3,975    111,758 
Classified as assets held for sale   8    (32,819)   (8,395)           (41,214)
Presented as property, plant and equipment        14,371    7,666    44,532    3,975    70,544 

 

*Includes 30,257 M30 of which 20,554 are classified as assets held for sale, 12,517 M31 of which 11,733 are classified as assets held for sale, 1,943 M50 of which 532 are classified as assets held for sale and 2,473 M53 Miners.

 

Refer to Note 8 for more details on assets held for sale.

 

   Notes   MicroBT
WhatsMiner*
   Bitmain
S19j Pro
   Innosilicon
T3 & T2T
   Bitmain
S19XP
   Total 
Quantity as of January 1, 2023        45,375    7,172    5,711        58,258 
Additions        8,281    9,289        409    17,979 
Dispositions        (1,918)   (100)   (5,711)   (409)   (8,138)
Quantity as of December 31, 2023        51,738    16,361            68,099 
Classified as assets held for sale   8    (731)   (300)           (1,031)
Presented as property, plant and equipment        51,007    16,061            67,068 

 

*Includes 731 M20S classified as assets held for sale, 36,018 M30S, 12,517 M31S and 2,473 M50 Miners.

 

Refer to Note 8 for more details on assets held for sale.

 

20  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 10:         PROPERTY, PLANT AND EQUIPMENT (Continued)

 

Changes in the useful life, residual value and depreciation method of certain BVVE

i.Background

During the first quarter of 2024, the Company exercised its purchase option for 28,000 Bitmain T21 Miners and entered into purchase agreements to acquire 19,280 Bitmain T21 Miners, 3,888 Bitmain S21 Miners and 740 Bitmain S21 hydro Miners. Refer to Note 12 for more details. The Company intends to liquidate its older Miners that are expected to be replaced with the Bitmain T21 Miners, Bitmain S21 Miners, Bitmain S21 hydro Miners and other hydro Miners. Refer to Note 8 for more details about the Miners held for sale.

 

ii.Accelerated depreciation

The older Miners will remain in service until the new Miners are installed to replace them. The Company has changed the usage and the retention strategy of the older Miners and, accordingly, revised their specific useful life, residual value and depreciation method.

 

The changes are summarized as follows:

decreasing the specific useful life of the older Miners from five years to two years to reflect their eventual disposal in 2024;
decreasing the residual values to reflect the expected proceeds from the eventual disposals; and
accelerating the depreciation method from sum-of-years over five years to straight-line method over two years to represent the change in pattern in which their future economic benefits are expected to be consumed by the Company.

 

During the three and nine months ended September 30, 2024, the Company recorded accelerated depreciation of $9,921 and $74,579, respectively, on its older Miners. These assets are expected to be depreciated to their residual values by the end of 2024.

 

The decision to replace the older Miners, as well as a review of the useful life, residual value and depreciation method were indicators for impairment testing during the first quarter of 2024. As a result, the Company performed evaluations of the recoverable amount of the assets for operating the data centers separately in Quebec, Washington State, Argentina and Paraguay. Based on its calculations, which were based on discounted cash flow models, the Company determined that no impairment loss should be recorded.

 

21  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 11:         INTANGIBLE ASSETS

 

   Systems software   Access rights to
electricity
   Total 
Cost            
Balance as of January 1, 2024   5,150    3,801    8,951 
Additions       912    912 
Balance as of September 30, 2024   5,150    4,713    9,863 
                
Accumulated amortization               
Balance as of January 1, 2024   5,138    113    5,251 
Amortization   9    395    404 
Balance as of September 30, 2024   5,147    508    5,655 
                
Net book value as of September 30, 2024   3    4,205    4,208 

 

    Systems software    Access rights to
electricity
    Total 
Cost               
Balance as of January 1, 2023   5,150        5,150 
Additions related to asset acquisitions       3,801    3,801 
Balance as of December 31, 2023   5,150    3,801    8,951 
                
Accumulated amortization               
Balance as of January 1, 2023   5,117        5,117 
Amortization   21    113    134 
Balance as of December 31, 2023   5,138    113    5,251 
                
Net book value as of December 31, 2023   12    3,688    3,700 

 

Additions related to access rights to electricity

In April 2023, the Company received approval from the power supplier in Washington State for a 6 MW expansion. During the second quarter of 2023, the Company began constructing an additional data center on Company-owned land and paid $912 to the power supplier for establishing the connection, which was capitalized as long-term deposits, equipment, prepayments and other. During the nine months ended September 30, 2024, the power supplier established the electricity connection, allowing the Company to access the 6 MW of hydro power capacity. As a result, the balance of $912 was reclassified from long-term deposits, equipment, prepayments and other to intangible assets.

 

22  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 11:         INTANGIBLE ASSETS (Continued)

 

Additions related to access rights to electricity (Continued)

 

The following table summarizes the access rights to electricity:

 

Year   Location   Additions to intangibles ($)   Additional capacity     Term of contractual access rights   Amortization method and period  
2024   Washington State, USA   912   6 MW     No termination date   Declining balance 4%  
        912   6 MW            
                         
2023   Baie-Comeau, Quebec   2,315   22 MW     No termination date   Straight-line over the lease term of the data center  
2023   Paso Pe, Paraguay   1,065   50 MW  *   Ending in December 31, 2027   Straight-line over the access rights period  
2023   Yguazu, Paraguay   421   100 MW **   Ending in December 31, 2027   Straight-line over the access rights period  
        3,801   172 MW            
                         
        4,713   178 MW            

 

*In November 2023, the Company finalized an amendment to the existing contract for an additional 20 MW of energy capacity for a total capacity of 70 MW.

 

**In May 2024, the Company finalized an amendment to the existing contract for an additional 100 MW of energy capacity for a total capacity of 200 MW.

 

NOTE 12: LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS, COMMITMENTS AND OTHER

 

      As of September 30,   As of December 31, 
      2024   2023 
Security deposits for energy, insurance and rent  a   12,873    4,901 
Equipment and construction prepayments  b   102,903    39,813 
Refundable deposit  c   7,125     
       122,901    44,714 

 

a.Security deposits for energy, insurance and rent

As of September 30, 2024, the Company had security deposits for energy, insurance and rent in the amount of $12,873, which includes $5,930 and $3,380 of security deposits for energy consumption at its operational Paso Pe data center and at its future Yguazu data center in Paraguay, respectively. On May 13, 2024, the Company amended its power purchase agreement (“PPA”) for its Yguazu data center to increase the contracted power from 100 MW to 200 MW beginning on January 1, 2025. The Company is required to pay security deposits totaling $16,245 between June 2024 and January 2025 for future electricity consumption. The security deposits paid to the energy supplier are refundable at the end of the contract term in December 2027 assuming the Company draws power based on the agreed upon schedule and is not in breach of other clauses in the PPA.

 

23  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 12:         LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS, COMMITMENTS AND OTHER (Continued)

 

b.Equipment and construction prepayments

The following table details the equipment and construction prepayments:

 

      As of September 30,   As of December 31, 
      2024   2023 
Miner credits  i.       11,330 
Bitmain T21 Miners Purchase Order and Purchase Option  ii.   43,576    16,912 
March 2024 Purchase Order  iii.   31,041     
Other BVVE and electrical components  iv.   15,149    4,400 
Construction work and materials  v.   13,137    7,171 
       102,903    39,813 

 

i.Miner credits

In December 2022, the Company renegotiated its previous purchase agreements for 48,000 Miners by extinguishing the outstanding commitments of $45,350 without penalty and establishing a $22,376 credit for deposits previously made. The Company received $3,279 of Miners, reducing the outstanding credit balance to $19,097 at December 31, 2022, which was fully utilized during 2023 for the acquisition of hydro Miners and hydro containers. These items were received during the nine months ended September 30, 2024 and the long-term deposit balance was reduced to nil upon the transfer to property, plant and equipment.

 

ii.Bitmain T21 Miners Purchase Order and Purchase Option

During the fourth quarter of 2023, the Company placed a firm purchase order for approximately 35,888 Bitmain T21 Miners (the “Purchase Order’’) totaling $95,462 with deliveries scheduled from March 2024 to June 2024 and made a non-refundable deposit of $9,464. In addition, the Company secured a purchase option for approximately an additional 28,000 Bitmain T21 Miners (the “Purchase Option’’) totaling $74,480 and made a non-refundable deposit of $7,448. This Purchase Option gives the Company the right, exercisable until December 31, 2024, but not the obligation, to purchase up to 28,000 additional Bitmain T21 Miners. The total hashrate from the Miners received should correspond to the total hashrate specified in the initial agreements. The quantity of Miners received may vary based on the individual specifications of each Miner.

 

During the first quarter of 2024, the Company fully exercised the Purchase Option with deliveries scheduled for September and October 2024. During the nine months ended September 30, 2024, the Company made additional deposits of $145,050 towards the Purchase Order, of which approximately 44,600 Bitmain T21 Miners with a book value of $118,386 were received or in transit. As of September 30, 2024, the deposit balance for the Purchase Order and the Purchase Option was $43,576.

 

24  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 12:         LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS, COMMITMENTS AND OTHER (Continued)

 

b.Equipment and construction prepayments (Continued)
iii.March 2024 Purchase Order

During the first quarter of 2024, the Company purchased approximately an additional 19,280 Bitmain T21 Miners, 3,888 Bitmain S21 Miners and 740 Bitmain S21 Hydro Miners (collectively defined as the “March 2024 Purchase Order’’) for $51,285, $13,608 and $4,338, respectively, with deliveries scheduled from April 2024 to November 2024. During the nine months ended September 30, 2024, the Company made deposits of $44,649 towards the March 2024 Purchase Order, of which approximately 4,000 Bitmain S21 Miners with a book value of $13,608 were received. As of September 30, 2024, the deposit balance for the March 2024 Purchase Order was $31,041. The total hashrate from the Miners received should correspond to the total hashrate specified in the initial agreements. The quantity of Miners received may vary based on the individual specifications of each Miner.

 

iv.Other BVVE and electrical components

As of September 30, 2024, the Company had deposits for other BVVE and electrical components in the amount of $15,149.

 

v.Construction work and materials

As of September 30, 2024, the Company had deposits for construction work and materials in the amount of $13,137, mainly for the Paraguay and USA expansions.

 

c.Refundable deposit

On September 13, 2024, the Company entered into a Miner hosting agreement (the "Hosting Agreement") with Stronghold Digital Mining Hosting, LLC, a subsidiary of Stronghold Digital Mining, Inc. ("Stronghold") In connection with the execution of the Hosting Agreement, the Company deposited $7,800 with Stronghold (“Refundable deposit”), equal to the estimated cost of power for three months of operations of the Company's Miners, which will be paid in full to the Company within one business day from the end of the initial term expiring on December 31, 2025. This Refundable deposit bears an annual interest rate at Secured Overnight Financing Rate ("SOFR") + 1% (the "annual interest rate"). The Refundable deposit is recorded as a financial asset and recorded at fair value on initial recognition based on the contractual right to receive only the Refundable deposit plus interest at the end of the term. The annual interest rate is lower than the rate used in determining the fair value, resulting in the deposit being recorded at a fair value of $7,125 upon initial recognition. Subsequently, the Refundable deposit is recorded at amortized cost. Refer to Note 19 for more details.

 

25  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 12:         LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS, COMMITMENTS AND OTHER (Continued)

 

d.Commitments

As of September 30, 2024, the Company’s total remaining payment obligations in connection with the Purchase Option and the March 2024 Purchase Order was $31,912 and was fully paid in October 2024.

 

As described in Note 26, the Company amended the Purchase Option and March 2024 Purchase Order on November 12, 2024 and has payment obligations of $33,200, which is due during the fourth quarter of 2024.

 

If the Company is unable to meet its payment obligations, it could result in the loss of equipment prepayments and deposits paid by the Company under the Purchase Order and remedial legal measures against the Company. This may result in damages payable by the Company and forced continuance of the contractual arrangement. Under such circumstances, the Company’s growth plans and ongoing operations could be adversely impacted.

 

e.Contingent liabilities

In 2021, the Company imported Miners into Washington State that the vendor located in China claimed originated in Malaysia. In early 2022, U.S. Customs and Border Protection challenged the origination of the Miners, asserting that the Miners were manufactured in China, and notified the Company of a potential assessment of a U.S. importation duty of 25%.

 

During the third quarter of 2023, the Company submitted supporting documentation to U.S. Customs and Border Protection in defense of its position that the Miners were manufactured outside China and the associated custom duties in the amount of $9,424 do not apply. While the final outcome of this matter is uncertain at this time, Management has determined it is not probable that it will result in a future cash outflow for the Company and, as such, no provision was recorded as of September 30, 2024.

 

26  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 13:         TRADE PAYABLES AND ACCRUED LIABILITIES

 

   As of September 30,   As of December 31, 
   2024   2023 
Trade accounts payable and accrued liabilities   31,690    9,077 
Government remittances*   2,624    11,662 
    34,314    20,739 

 

*Refer to Note 23b for more details about the reversal of Canadian government remittances payable.

 

NOTE 14:         WARRANT LIABILITIES

 

The fair value of warrant liabilities is as follows:

   As of September 30,   As of December 31, 
   2024   2023 
2023 private placement   14,327    34,276 
2021 private placements       6,150 
    14,327    40,426 

 

In November 2023, the Company completed a private placement that included 22,222,223 warrants and 3,000,000 broker warrants to purchase common shares (the “2023 private placement”). The warrants and broker warrants are convertible for a fixed number of common shares of the Company but have a contingent cashless exercise clause which results in a classification of the warrants and broker warrants as a financial liability and measurement of such warrants at fair value through profit or loss recognized in Net financial income.

 

Details of the outstanding warrants are as follows:

 

   Nine months ended September 30, 
   2024   2023 
   Number of
warrants
   Weighted
average exercise
price (USD)
   Number of
warrants
   Weighted
average exercise
price (USD)
 
Outstanding, January 1,   35,105,390    2.83    19,152,797    4.21 
Exercised   (5,111,111)   1.17         
Expired   (19,152,797)   4.20         
Outstanding, September 30,   10,841,482    1.19    19,152,797    4.21 

 

The weighted average contractual life of the warrants as of September 30, 2024, was 2.2 years (September 30, 2023: 0.7 years).

 

27  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 14:         WARRANT LIABILITIES (Continued)

 

On January 7, 2024, 96,000 broker warrants from the January 7, 2021 private placement expired and were derecognized during the first quarter of 2024, which resulted in a non-cash gain on revaluation of warrants of $61 included in Net financial income during the nine months ended September 30, 2024.

 

In February 2024, 5,000,000 warrants and 111,111 broker warrants related to the 2023 private placement were exercised resulting in the issuance of 5,111,111 common shares for proceeds of approximately $5,986.

 

On March 11, 2024, 25,000 warrants relating to the acquisition of the Garlock building in Sherbrooke, Quebec issued during the first quarter of 2022 expired. These warrants were recorded as equity instruments.

 

On May 17, 2024, 10,613,208 warrants and 1,132,076 broker warrants from the May 17, 2021 private placement expired and were derecognized during the second quarter of 2024, which resulted in a non-cash gain on revaluation of warrants of $1,739 in Net financial income during the nine months ended September 30, 2024.

 

On July 10, 2024, 558,660 warrants and 446,927 broker warrants from the January 10, 2021 private placements expired and were derecognized during the three and nine months ended September 30, 2024, which resulted in a non-cash gain on revaluation of warrants of $2 and $505, respectively, included in Net financial income.

 

On August 7, 2024, 6,156,070 warrants and 124,856 broker warrants from the February 7, 2021 private placements expired and were derecognized during the three and nine months ended September 30, 2024, which resulted in a non-cash gain on revaluation of warrants of $465 and $3,412, respectively, included in Net financial income.

 

The Black-Scholes model and inputs below were used in determining the weighted average values of the warrants and broker warrants prior to their derecognition, which resulted in a non-cash loss on revaluation of warrants of $1,836 included in Net financial income:

 

2023 warrants and broker warrants

 

   Remeasurement on
settlement of warrants
   Remeasurement at period end 
Measurement date  February 12 to 28,
2024
   September 30,
2024
   December 31,
2023
 
Dividend yield (%)            
Expected share price volatility (%)   87%   81%   91%
Risk-free interest rate (%)   4.67%   3.66%   4.23%
Expected life of warrants (years)   2.74    2.15    2.90 
Share price (CAD)   4.42    2.85    3.85 
Exercise price (USD)   1.17    1.17    1.17 
Fair value of warrants (USD)   2.51    1.32    2.15 
Number of warrants (exercised) outstanding   (5,111,111)   10,841,482    15,952,593 

 

28  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 14:         WARRANT LIABILITIES (Continued)

 

2021 warrants and broker warrants

 

   Remeasurement
at period end
 
Measurement date  December 31,
2023
 
Dividend yield (%)    
Expected share price volatility (%)   82%
Risk-free interest rate (%)   4.23%
Expected life of warrants (years)   0.46 
Share price (CAD)   3.85 
Exercise price (USD)   4.20 
Fair value of warrants (USD)   0.32 
Number of warrants outstanding   19,127,797 

 

NOTE 15:         LONG-TERM DEBT

 

   As of September 30,   As of December 31, 
   2024   2023 
Building financing   1,672     
Equipment financing       4,022 
Total long-term debt   1,672    4,022 
Less current portion of long-term debt   (142)   (4,022)
Non-current portion of long-term debt   1,530     

 

Movement in long-term debt is as follows:

 

   As of September 30,   As of December 31 
   2024   2023 
   nine-month period   twelve-month period 
Balance as of January 1,   4,022    47,147 
Issuance of long-term debt   1,695     
Payments   (4,280)   (33,233)
Gain on extinguishment of long-term debt       (12,580)
Interest on long-term debt   235    2,688 
Balance as of period end   1,672    4,022 

 

29  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 15:         LONG-TERM DEBT (Continued)

 

a.Building financing

In March 2024, the Company sold its Garlock building in Sherbrooke, Quebec for $1,695 and immediately leased it back for 10 years. Since the lease agreement included a substantive repurchase option of the building in a form of a call option, the Company has not transferred the control of the asset to the buyer, and the transaction does not qualify as a sale. Accordingly, it is accounted for as a financing arrangement for the proceeds received from the buyer, and the building continues to be recognized as property, plant and equipment of the Company.

 

b.Equipment financing activity

Repayment of NYDIG Loan

In June 2022, Backbone entered into an equipment financing agreement, referred to as the NYDIG Loan”, for gross proceeds of $36,860 collateralized by 10,395 WhatsMiner M30S Miners. The net proceeds received by the Company were $36,123, net of origination and closing fees of $737. As part of the agreement, the Company was required to maintain in a segregated wallet an approximate quantity of BTC whose value equates to at least one month of interest and principal payments on the outstanding loan. The pledged BTC was held in a segregated Coinbase Custody account and owned by the Company unless there was an event of default under the NYDIG Loan.

 

During the first quarter of 2024, the NYDIG Loan balance was fully repaid, and the Company’s Miners collateralizing the loan and BTC pledged as collateral became unencumbered.

 

Repayment of Foundry Loans #2, #3 and #4

In April and May 2021, the Company entered into four loan agreements for the acquisition of 2,465 WhatsMiner Miners referred to as “Foundry Loans #1, #2, #3 and #4.” During 2022, Foundry Loan #1 matured and was fully repaid. In January 2023, the principal amounts of the remaining Foundry Loans #2, #3 and #4 were fully repaid before their maturity date with forgiveness of prepayment penalties totaling $829.

 

Settlement of the loan with BlockFi Lending LLC (“BlockFi”)

In February 2022, Backbone Mining entered into an equipment financing agreement for gross proceeds of $32,000 collateralized by 6,100 Bitmain S19j Pro Miners referred to as the BlockFi Loan. The net proceeds received by the Company were $30,994 after capitalizing origination, closing and other transaction fees of $1,006.

 

In December 2022, Backbone Mining ceased making installment payments, which constituted a default under the loan agreement, and the BlockFi Loan was classified as current.

 

On February 8, 2023, BlockFi and the Company negotiated a settlement of the loan in its entirety with a then- outstanding debt balance of $20,330 for cash consideration of $7,750, discharging Backbone Mining of all further obligations and resulting in a gain on extinguishment of long-term debt of $12,580 recognized in Net financial (expenses) income in the consolidated statements of profit or loss and comprehensive profit or loss during the nine months ended September 30, 2023. Upon settlement, all of Backbone Mining’s assets, including the 6,100 Miners collateralizing the loan, were unencumbered.

 

30  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 16:         LEASES

 

Set out below are the carrying amounts of the Company’s right-of-use (ROU”) assets and lease liabilities and their activity during the nine months ended September 30, 2024 and the year ended December 31, 2023:

 

   Leased
premises
   Vehicles   Other
equipment
   Total ROU
assets
   Lease
liabilities
 
As of January 1, 2024   13,762    544    9    14,315    15,850 
Additions and extensions to ROU assets   12,107    119        12,226    9,226 
Depreciation   (2,010)   (194)   (9)   (2,213)    
Lease termination   (373)           (373)   (518)
Payments                   (2,928)
Interest                   930 
Foreign exchange                   (277)
As of September 30, 2024   23,486    469        23,955    22,283 
Less current portion of lease liabilities                       (2,309)
Non-current portion of lease liabilities                       19,974 

 

   Leased
premises
   Vehicles   Other
equipment
   Total ROU
assets
   Lease
liabilities
 
As of January 1, 2023   15,694    265    405    16,364    17,864 
Additions and extensions to ROU assets   1,020    534        1,554    1,553 
Reclass to property, plant and equipment           (364)   (364)    
Depreciation   (2,952)   (213)   (32)   (3,197)    
Lease termination       (42)       (42)   (23)
Payments                   (5,025)
Gain on extinguishment of lease liabilities                   (255)
Interest                   1,391 
Foreign exchange                   345 
As of December 31, 2023   13,762    544    9    14,315    15,850 
Less current portion of lease liabilities                       (2,857)
Non-current portion of lease liabilities                       12,993 

 

Sharon lease agreement

On August 27, 2024, the Company entered into an agreement to lease an industrialized site in Sharon, Pennsylvania, providing the Company immediate capacity of 12 MW of electricity and potential up to an additional 98 MW for a total 110 MW of development capacity by 2025.

 

Upon signing the lease agreement, the Company issued 1,532,745 common shares with a total value of $3,000 as a non-refundable deposit which was capitalized as part of the ROU asset. The initial lease term is five years with options to renew for a total of seventeen years along with an option to purchase the site at fair market value through the lease term or upon a change of control, as defined therein. The lease has variable minimum monthly payments increasing over the term of the lease from $33 to $138, with annual adjustments beginning after the third year. Prior to June 30, 2026, monthly lease payments can fluctuate based on the energized MW.

 

On initial recognition, the Company recognized $11,390 of ROU asset and $8,240 of lease liability with the difference of $3,000 recorded in share capital as explained above and in Note 18.

 

31  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 17:         INCOME TAXES

 

Deferred taxes

Deferred taxes are computed at a tax rate of 26.5% based on tax rates expected to apply at the time of realization. Deferred taxes relate primarily to the timing differences on recognition of expenses relating to the depreciation of fixed assets, loss carryforwards and professional fees relating to the Company’s equity activity that are recorded as a reduction of equity.

 

As at September 30, 2024, the Company has analyzed the recoverability of its deferred tax assets and has concluded that it is not more likely than not that sufficient taxable profit is expected to utilize these deferred tax assets.

 

Current and deferred income tax (expense) recovery

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2024   2023   2024   2023 
Current tax (expense) recovery:                
Current year   (258)   (104)   (258)   (360)
Prior year           262    (182)
    (258)   (104)   4    (542)
                     
Deferred tax recovery (expense):                    
Current year   260    (297)   4,579    565 
Prior year                
    260    (297)   4,579    565 
    2    (401)   4,583    23 

 

NOTE 18:         SHARE CAPITAL

 

Common shares

The Company’s authorized share capital consists of an unlimited number of common shares without par value. As of September 30, 2024, the Company had 452,935,321 issued and outstanding common shares (December 31, 2023: 334,153,330).

 

i.At-The-Market Equity Offering Program (“ATM Program”)

Bitfarms commenced an at-the-market equity offering program on March 11, 2024 (the “2024 ATM Program”), pursuant to which the Company may, at its discretion and from time-to-time, sell common shares of the Company, resulting in the Company receiving aggregate gross proceeds of up to $375,000.

 

During the nine months ended September 30, 2024, the Company issued 109,323,321 common shares in the 2024 ATM Program in exchange for gross proceeds of $248,125 at an average share price of approximately $2.27. The Company received net proceeds of $240,331 after paying commissions of $7,444 to the sales agent for the 2024 ATM Program and $350 in other transaction costs. The Company capitalized $939 of professional fees and registration expenses to initiate the 2024 ATM Program.

 

32  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 18:         SHARE CAPITAL (Continued)

 

Common shares (Continued)

i.At-The-Market Equity Offering Program (“ATM Program”) (Continued)

During the nine months ended September 30, 2023, the Company issued 52,120,899 common shares in its at-the-market equity offering program that commenced on August 16, 2021 (“the 2021 ATM Program”) in exchange for gross proceeds of $70,770 at an average share price of approximately $1.36. The Company received net proceeds of $68,504 after paying commissions of $2,187 to the sales agent for the 2021 ATM Program and $79 in other transaction costs.

 

ii.Stock Options

During the nine months ended September 30, 2024, option holders exercised stock options to acquire 2,448,148 common shares (nine months ended September 30, 2023: 400,875) resulting in proceeds of approximately $2,634 (nine months ended September 30, 2023: $162) being paid to the Company.

 

iii.Warrants

In February 2024, 5,000,000 warrants and 111,111 broker warrants related to the 2023 private placement were exercised resulting in the issuance of 5,111,111 common shares for proceeds of approximately $5,986.

 

iv.Shareholder rights plan

On June 10, 2024, the Board approved a shareholder rights plan (the “June 2024 Rights Plan”). On July 24, 2024, the Capital Markets Tribunal of the Ontario Securities Commission issued an order to cease trading any securities issued, or that may be issued, in connection with or pursuant to the June 2024 Rights plan. Also on July 24, 2024, the Board approved the adoption of a new shareholder rights plan (the “July 2024 Rights Plan”), pursuant to which one right (a “Right”) will be issued and attached to each common share outstanding as at August 6, 2024 (the “Record Time”). A Right will also be attached to each common share issued after the Record Time. Subject to the terms of the July 2024 Rights Plan, the Rights become exercisable if a person (the “Acquiring Person”), along with certain related persons (including persons “acting jointly or in concert” as defined in the July 2024 Rights Plan), acquires or announces its intention to acquire 20% or more of the common shares without complying with the “Permitted Bid” provisions of the July 2024 Rights Plan. Following a transaction that results in a person becoming an Acquiring Person, the Rights entitle the holder thereof to purchase common shares at a significant discount to the market price. The July 2024 Rights Plan is subject to the acceptance of the Toronto Stock Exchange (the “TSX”) and shareholder ratification within six months of its adoption. The TSX has notified the Company that the TSX will defer its consideration of the acceptance of the July 2024 Rights Plan until (a) such time as it is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202 and (b) the July 2024 Rights Plan is ratified by the shareholders of the Company by no later than January 24, 2025. A deferral of acceptance of the July 2024 Rights Plan by the TSX will not affect the adoption or operation of the July 2024 Rights Plan. The Board has recommended that shareholders of the Company ratify the July 2024 Rights Plan at the Company’s upcoming special meeting of shareholders to be held on November 20, 2024.

 

v.Sharon Lease Agreement

On August 27, 2024, the Company entered into an agreement to lease an industrialized site in Sharon, Pennsylvania and issued 1,532,745 common shares with a total value of $3,000 as a non-refundable deposit. Refer to Note 16 for more details.

 

33  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 19:         FINANCIAL INSTRUMENTS

 

Measurement categories and fair value

Financial assets and financial liabilities have been classified into categories that determine their basis of measurement. The following tables show the carrying values and the fair value of assets and liabilities for each of the applicable categories:

 

      As of September   As of December 31, 
Measurement  2024   2023 
Financial assets at amortized cost             
Cash  Level 1   72,913    84,038 
Trade receivables  Level 3   1,473    714 
Other receivables  Level 3   593    689 
Refundable deposit  Level 2   7,125     
              
Financial assets at fair value through profit and loss             
Derivative assets  Level 2   6,996    1,281 
Total carrying amount and fair value      89,100    86,722 
              
Financial liabilities at amortized cost             
Trade accounts payable and accrued liabilities  Level 3   31,690    9,077 
Long-term debt  Level 2   1,672    4,022 
              
Financial liabilities at fair value through profit and loss             
Warrant liabilities  Level 2   14,327    40,426 
Total carrying amount and fair value      47,689    53,525 
              
Net carrying amount and fair value      41,411    33,197 

 

The carrying amounts of trade receivables, other receivables, Refundable deposit, trade payables and accrued liabilities, and long-term debt presented in the table above are a reasonable approximation of their fair value.

 

BTC option contracts

The fair value of option contracts is categorized as Level 2 in the fair value hierarchy and is presented under derivative assets and liabilities in the consolidated statements of financial position when there is an outstanding contract at period end. Their fair values are a recurring measurement. Fair value of derivative financial instruments generally reflects the estimated amounts that the Company would receive or pay, taking into consideration the counterparty credit risk or the Company’s credit risk at each reporting date. The Company uses market data such as BTC option futures to estimate the fair value of option contracts at each reporting date.

 

Warrant liabilities

Warrant liabilities related to the 2021 and 2023 private placements are classified as financial liabilities at fair value through profit or loss with the change in fair value recorded to Net financial income. The fair value measurement is categorized as Level 2 in the fair value hierarchy, is a recurring measurement and is calculated using a Black-Scholes pricing model at each reporting date. Refer to Note 14 for more details.

 

34  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 19:         FINANCIAL INSTRUMENTS (continued)

 

Refundable deposit

The Refundable deposit is measured at amortized cost using the effective interest rate method. It is classified as Level 2 according to the Company’s fair value hierarchy. The valuation technique used is the income approach (discounted future cash flows) with an effective interest rate of 12% over a 16-month period, which is greater than the SOFR + 1% rate in the Hosting Agreement, resulting in the deposit being issued at a fair value of $7,125 which is lower than the $7,800 principal amount. Upon initial recognition, the difference between the fair value and principal of $675 was recognized as a loss in Net financial income during the three and nine months ended September 30, 2024.

 

Refer to Note 12 for more details.

 

NOTE 20:         TRANSACTIONS AND BALANCES WITH RELATED PARTIES

 

The following table details balances payable to related parties:

 

   As of September 30,   As of December 31, 
   2024   2023 
Trade payables and accrued liabilities        
Directors’ remuneration   132    112 
Director and senior management incentive plan   46    1,567 
    178    1,679 

 

Amounts due to related parties are unsecured, non-interest bearing and payable on demand.

 

In March 2024, the Board terminated the employment agreement of the former Company’s Chief Executive Officer (“CEO”). It was planned that the former CEO would depart upon completion of an executive search and would lead the Company during the interim; however, on May 13, 2024, the Company announced the acceleration of the termination of the former CEO effective immediately. A termination payment under the former CEO’s employment agreement totaling $1,614 was accrued during the first quarter of 2024 and paid during the second quarter of 2024 after the former CEO’s departure. On May 10, 2024, the former CEO filed a Statement of Claim in the Superior Court of Ontario against the Company which was settled during the three months ended September 30, 2024 for an additional payment of $2,500 and ending any outstanding litigation or claim.

 

The transaction described above occurred in the normal course of operations and recognized in profit or loss under General and administrative expenses.

 

35  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 21:         NET LOSS PER SHARE

 

For the three and nine months ended September 30, 2024 and 2023, potentially dilutive securities have not been included in the calculation of diluted loss per share because their effect is anti-dilutive. The additional potentially dilutive securities that would have been included in the calculation of diluted earnings per share, had their effect not been anti-dilutive for the three and nine months ended September 30, 2024, would have totaled approximately 12,032,048 and 13,369,464, respectively (three and nine months ended September 30, 2023: 4,343,126 and 3,951,876, respectively).

 

NOTE 22:         SHARE-BASED PAYMENTS

 

The share-based payment expense related to stock options and restricted stock units (“RSU”) for employees, directors, consultants and former employees received was as follows:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2024   2023   2024   2023 
Equity-settled share-based payment plans   5,159    2,011    9,928    7,009 

 

Options

During the nine months ended September 30, 2024, the Board approved stock option grants to purchase 8,410,000 common shares in accordance with the Long-Term Incentive Plan (the “LTIP Plan”) adopted on May 18, 2021 (nine months ended September 30, 2023: 8,471,250 common shares). All options issued according to the LTIP Plan become exercisable when they vest and can be exercised for a maximum period of 5 years from the date of the grant.

 

Details of the outstanding stock options are as follows:

 

   Nine months ended September 30, 
   2024   2023 
   Number of Options   Weighted Average
Exercise Price ($CAD)
   Number of
Options
   Weighted Average
Exercise Price ($CAD)
 
Outstanding, January 1,   20,939,387    2.41    21,804,233    3.47 
Granted   8,410,000    2.99    8,471,250    1.89 
Exercised   (2,448,148)   1.50    (400,875)   0.54 
Cancelled           (10,535,000)   5.17 
Forfeited   (105,000)   2.95         
Expired   (296,250)   5.90    (340,000)   5.47 
Outstanding, September 30,   26,499,989    2.64    18,999,608    1.85 
Exercisable, September 30,   11,251,873    1.79    3,034,908    0.51 

 

The weighted average contractual life of the outstanding stock options as of September 30, 2024 was 3.9 years (September 30, 2023: 4.0 years).

 

36  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 22:         SHARE-BASED PAYMENTS (Continued)

 

Options (Continued)

The inputs used to value the option grants using the Black-Scholes model are as follows:

 

Grant date  May 22,
2024
   August 23,
2024
   September 5,
2024
   September 30,
2024
 
Dividend yield (%)                
Expected share price volatility (%)   83%   82%   82%   82%
Risk-free interest rate (%)   4.64%   3.73%   3.61%   3.58%
Expected life of stock options (years)   3    3    3    3 
Share price (CAD)   2.55    3.07    2.62    3.03 
Exercise price (CAD)   2.55    3.07    2.62    3.03 
Fair value of options (USD)   0.97    1.16    1.00    1.15 
Vesting period (years)   1.5    1.5    1.5    1.5 
Number of options granted   330,000    400,000    480,000    7,200,000 

 

Restricted Share Units (“RSU’’)

Details of the RSUs are as follows:

 

   Nine months ended September 30, 
   2024   2023 
   Number of RSUs   Weighted Average
Grant Price ($CAD)
   Number of
RSUs
   Weighted Average
Grant Price ($CAD)
 
Outstanding, January 1,   624,998    4.05    400,000    3.73 
Granted   706,000    3.27         
Settled   (366,666)   3.62    (141,668)   3.65 
Outstanding, September 30,   964,332    3.64    258,332    3.77 

 

During the nine months ended September 30, 2024, the Board approved the grant of 706,000 RSUs (nine months ended September 30, 2023: nil) to certain members of executive management, which vest between 33% and 50% after approximately one month from the grant date and an additional 25% to 33% approximately every 6 months. The weighted average value of the RSUs on the grant date was $2.41 per RSU.

 

37  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 23:         ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS

 

Cost of revenues

 

      Three months ended
September 30,
   Nine months ended
September 30,
 
   Notes  2024   2023   2024   2023 
Energy and infrastructure  a   (26,716)   (20,396)   (68,420)   (57,339)
Sales tax recovery - energy and infrastructure  b           17,017     
Depreciation and amortization  10   (28,829)   (21,767)   (125,143)   (62,995)
Sales tax recovery - depreciation and amortization  b           8,760     
Electrical components and salaries  a   (1,097)   (1,299)   (2,678)   (3,050)
       (56,642)   (43,462)   (170,464)   (123,384)

 

General and administrative expenses

 

      Three months ended
September 30,
   Nine months ended
September 30,
 
   Notes  2024   2023   2024   2023 
Salaries      (7,441)   (2,928)   (17,520)   (8,127)
Share-based payments      (5,159)   (2,011)   (9,928)   (7,009)
Professional services      (11,738)   (1,795)   (19,091)   (5,325)
Sales tax recovery - professional services  b           1,389     
Insurance, duties and other      (2,329)   (1,165)   (6,722)   (4,077)
Travel, motor vehicle and meals      (536)   (295)   (1,248)   (678)
Hosting and telecommunications      (65)   (105)   (218)   (311)
Advertising and promotion      (332)   (73)   (613)   (360)
Sales tax recovery - other general and administrative expenses  b           753     
       (27,600)   (8,372)   (53,198)   (25,887)

 

38  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 23:         ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS (Continued)

 

Net financial income

 

      Three months ended
September 30,
   Nine months ended
September 30,
 
   Notes  2024   2023 (restated
- Note 3d)
   2024   2023 (restated
- Note 3d)
 
Gain (loss) revaluation of warrants      5,704    2,196    13,289    (214)
(Loss) gain on derivative assets and liabilities      (78)       277    (180)
Gain on disposition of marketable securities  c   780    4,120    1,531    11,246 
Gain on extinguishment of long-term debt and lease liabilities  15               12,835 
Interest income      2,452    477    5,174    920 
Interest on long-term debt and lease liabilities      (438)   (815)   (1,165)   (3,458)
Loss on foreign exchange      (218)   (2,070)   (1,222)   (5,059)
Provision income (expense) on VAT receivable  d       (1,046)       (2,748)
Loss on initial recognition of Refundable deposit  19   (675)       (675)    
Other financial (expenses) income      (286)   (330)   158    (850)
       7,241    2,532    17,367    12,492 

 

39  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 23:         ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS (Continued)

 

a.Electrical component inventory

During the three and nine months ended September 30, 2024, the cost of electrical component inventory recognized as an expense and included in cost of revenues was $1,085 and $2,060, respectively (three and nine months ended September 30, 2023: $681 and $1,521, respectively).

 

b.Canadian sales tax refund

In April 2024, the Company received confirmation from the provincial tax authorities that Canadian sales taxes paid by the Company from February 5, 2022 onwards are refundable. Between February 5, 2022, the date on which the new crypto currency sales tax legislation came into effect, and April 2024, the Company filed monthly sales tax refund claims totaling approximately $24,400 (CAD$33,000) that were not paid to the Company, pending the finalization of the aforementioned legislation. The refund of sales taxes relates to sales taxes charged on various expenditures including, but not limited to, electricity costs, cost of property, plant and equipment, professional services, etc. During the nine months ended September 30, 2024, the $24,400 sales tax claims were refunded by the Canadian tax authorities.

 

In addition to not receiving its Canadian sales tax refund claims, the Company was self-assessing sales taxes payable when appropriate. During the second quarter of 2024, the Company reversed $9,560 of government remittances previously included in PPE and accrued in trade accounts payable and accrued liabilities, as disclosed in Note 13. Of this amount, $5,360 was recorded as a decrease to cost of revenues, $520 was recorded as a decrease to general and administrative expense and $3,680 was recorded as a decrease to PPE.

 

During the second quarter of 2024, sales tax recoveries of $22,200 for previous years (i.e., 2022 and 2023) and $2,200 for the period of January to April 2024 were recognized and presented as direct adjustments in their respective expense and asset categories.

 

c.Gain on disposition of marketable securities

During the three and nine months ended September 30, 2024 and 2023, the Company funded its expansion in Argentina through the acquisition of marketable securities and the in-kind contribution of those securities to the Company’s subsidiary in Argentina. The subsequent disposition of those marketable securities in exchange for ARS gave rise to a gain as the amount received in ARS exceeded the amount of ARS the Company would have received from a direct foreign currency exchange.

 

d.Provision income (expense) on VAT receivable

Due to the political and economic uncertainties in Argentina, the Company is uncertain when, or if at all, the Argentine VAT receivable will be settled. As a result, the Company recorded a provision to reduce the Argentine VAT receivable to nil starting in the fourth quarter of 2023. During the three and nine months ended September 30, 2024, the provision expense is classified within the respective expense and asset categories. Prior to October 1, 2023, the Argentine VAT not expected to be settled within the next 12 months was classified as a long-term receivable in Note 12 with the short-term portion included in sales tax receivable in Note 5.

 

40  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 24:         GEOGRAPHICAL INFORMATION

 

Reportable segment

The reporting segments are identified on the basis of information that is reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated and to assess performance. Accordingly, for Management purposes, the Company is organized into operating segments based on the products and services of its business units and has one material reportable segment, cryptocurrency Mining, which is the operation of data centers that support the validation and verification of transactions on the BTC blockchain, earning cryptocurrency for providing these services, as described in Note 1.

 

Revenues

Revenues* by country are as follows:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2024   2023   2024   2023 
North America                
Canada   24,901    24,230    85,168    74,177 
USA   2,171    3,491    10,354    11,675 
    27,072    27,721    95,522    85,852 
South America                    
Argentina   6,033    5,129    25,588    9,221 
Paraguay   11,748    1,746    15,608    5,052 
    17,781    6,875    41,196    14,273 
    44,853    34,596    136,718    100,125 

 

* Revenues are presented based on the geographical contribution of computational power used for hashing calculations (measured by hashrate) or sales to external customers. During the three and nine months ended September 30, 2024, the Company earned 97% and 97% of its revenues, respectively, from one Mining pool (three and nine months ended September 30, 2023: 95% and 96%, respectively). The Company has the ability to switch Mining Pools or to mine independently at any time.

 

Property, Plant and Equipment

The net book value of property, plant and equipment by country is as follows:

 

   As of September 30,   As of December 31, 
   2024   2023 
North America        
Canada   105,250    101,454 
USA   13,675    18,154 
    118,925    119,608 
South America          
Argentina   42,235    54,657 
Paraguay   85,354    11,747 
    127,589    66,404 
    246,514    186,012 

 

41  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 25:         ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOWS

 

   Nine months ended September 30, 
   2024   2023 
         
Changes in working capital components:        
Increase in trade receivables, net   (758)   (456)
Increase in other current assets   (9,123)   (688)
Increase in electrical component inventory   (471)   (143)
Decrease (increase) in deposits   (5,097)   3,309 
Increase (decrease) in trade payables and accrued liabilities   9,264    (3,289)
Decrease in taxes payable   (254)   (290)
    (6,439)   (1,557)
           
Significant non-cash transactions:          
Issuance of common shares in connection with acquisitions of assets   3,000    1,354 
Addition of ROU assets, property, plant and equipment and related lease liabilities   9,226    1,527 
Purchase of property, plant and equipment financed by short-term credit   4,846    674 
Equipment prepayments realized as additions to property, plant and equipment   29,674    6,331 
Computational power revenue and its related service expense   564     
           
Depreciation and Amortization          
Property, plant and equipment   113,766    60,583 
ROU assets   2,213    2,379 
Intangible assets   404    33 
    116,383    62,995 

 

NOTE 26:         SUBSEQUENT EVENTS

 

Proposed Acquisition

On August 21, 2024, the Company and Stronghold Digital Mining, Inc. (“Stronghold”) entered into a definitive merger agreement under which Bitfarms will acquire Stronghold in a stock-for-stock merger transaction (the “Transaction”). The Transaction is valued at approximately $125,000 equity value plus the repayment of the Stronghold debt valued at approximately $50,000 set to expire at closing.

 

2024 ATM Program

During the period from October 1, 2024 to November 12, 2024, the Company issued 19,565,025 common shares through the 2024 ATM Program in exchange for gross proceeds of $39,961 at an average share price of approximately $2.04. The Company received net proceeds of $38,699 after paying commissions of $1,262 to the sales agent. Refer to Note 18 for further details of the Company’s 2024 ATM program.

 

42  Page

 

 

BITFARMS LTD.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)

 

NOTE 26:         SUBSEQUENT EVENTS (Continued)

 

Scrubgrass Hosting Agreement

In October 2024, the Company entered into a second hosting agreement with Stronghold (“Scrubgrass Hosting Agreement”). The Company will accelerate the deployment of 10,000 Bitmain S21 Pro Miners at Stronghold’s Scrubgrass site.

 

The Scrubgrass Hosting Agreement commenced on November 1, 2024, and continues for an initial term expiring on December 31, 2025, after which it will automatically renew for additional one-year periods unless either party provides written notice of non-renewal. Pursuant to the Scrubgrass Hosting Agreement, Bitfarms will pay Stronghold a monthly fee equal to fifty percent of the profit generated by the Bitfarms miners, subject to certain monthly adjustments between the parties to account for the upfront monthly payment due from Bitfarms to Stronghold and for taxes and the net cost of power associated with the operation of the Bitfarms Miners.

 

In connection with the execution of the Scrubgrass Hosting Agreement, Bitfarms also deposited with Stronghold $7,800, equal to the estimated cost of power for three months of operations of the Bitfarms miners, which will be refundable in full to Bitfarms within one business day of the end of the initial term expiring on December 31, 2025.

 

Bitmain Contract Amendment

On November 12, 2024, the Company amended the Purchase Option and the March 2024 Purchase Order and upgraded 18,853 Bitmain T21 Miners to 18,853 Bitmain S21 Pro Miners for an additional amount of $33,200. The Miners are expected to be delivered in December 2024 and January 2025.

 

 

 

43  Page