EX-99.1 2 ea021044401ex99-1_bitfarms.htm INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE AND SIX MONTHS ENDED JUNE 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  
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 17
10. Property, Plant and Equipment 18
11. Intangible Assets 21
12. Long-term Deposits, Equipment Prepayments, Commitments and Other 23
13. Trade Payables and Accrued Liabilities 26
14. Warrant Liabilities 26
15. Long-term Debt 28
16. Leases 30
17. Income Taxes 31
18. Share Capital 31
19. Financial Instruments 33
20. Transactions and Balances with Related Parties 34
21. Net Loss Per Share 34
22. Share-based Payments 35
23. Additional Details to the Statement of Profit or Loss and Comprehensive Profit or Loss 36
24. Geographical Information 39
25. Additional Details to the Statements of Cash Flows 40
26. Subsequent Events 40

 

2 Page

 

 

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

 

 

 

       As of June 30,   As of December 31, 
   Notes   2024   2023 
Assets            
Current            
Cash        138,619    84,038 
Trade receivables        735    714 
Other assets   5    17,627    1,494 
Short-term prepaid deposits   9    10,671    6,393 
Electrical component inventory   23    1,076    705 
Taxes receivable        450     
Digital assets   6    56,748    31,870 
Digital assets - pledged as collateral   6, 15        2,101 
Derivative assets   7    2,255    1,281 
Assets held for sale   8    9,108    1,388 
         237,289    129,984 
Non-current               
Property, plant and equipment   10, 24    233,293    186,012 
Right-of-use assets   16    13,184    14,315 
Long-term deposits, equipment prepayments and other   12    47,790    44,714 
Intangible assets   11    4,378    3,700 
Total assets        535,934    378,725 
Liabilities               
Current               
Trade payables and accrued liabilities   13    24,230    20,739 
Current portion of long-term debt   15    164    4,022 
Current portion of lease liabilities   16    2,008    2,857 
Taxes payable            1,110 
Warrant liabilities   14, 18    20,032    40,426 
         46,434    69,154 
Non-current               
Long-term debt   15    1,487     
Lease liabilities   16    12,208    12,993 
Asset retirement provision        1,928    1,816 
Total liabilities        62,057    83,963 
Shareholders’ equity               
Share capital        727,055    530,123 
Contributed surplus        59,406    56,622 
Accumulated deficit        (315,739)   (294,924)
Revaluation surplus        3,155    2,941 
Total equity        473,877    294,762 
Total liabilities and equity        535,934    378,725 

 

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

 

August 7, 2024   /s/ Nicolas Bonta   /s/ Ben Gagnon   /s/ Jeffrey Lucas
Date of approval of the financial statements   Chairman of the Board of Directors   Chief Executive Officer   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 June 30,   Six months ended June 30, 
   Notes   2024   2023 (restated - Note 3d)   2024   2023 (restated - Note 3d) 
                     
Revenues   6, 24    41,548    35,479    91,865    65,529 
Cost of revenues   23    (52,823)   (41,519)   (113,822)   (79,922)
Gross loss        (11,275)   (6,040)   (21,957)   (14,393)
                          
Operating expenses                         
General and administrative expenses   23    (12,402)   (9,155)   (25,598)   (17,515)
Reversal of revaluation loss on digital assets   6                2,695 
Gain (loss) on disposition of property, plant and equipment        99    7    269    (1,559)
Impairment on short-term prepaid deposits and property, plant and equipment   9        (9,982)       (9,982)
Operating loss        (23,578)   (25,170)   (47,286)   (40,754)
                          
Net financial (expenses) income   23    (1,317)   (1,007)   10,126    9,960 
Net loss before income taxes        (24,895)   (26,177)   (37,160)   (30,794)
                          
Income tax (expense) recovery   17    (1,704)   94    4,581    424 
Net loss        (26,599)   (26,083)   (32,579)   (30,370)
                          
Other comprehensive income (loss)                         
Item that will not be reclassified to profit or loss:                         
Change in revaluation surplus - digital assets, net of tax   6    (5,455)   579    11,978    2,391 
Total comprehensive loss, net of tax        (32,054)   (25,504)   (20,601)   (27,979)
                          
Loss per share   21                     
Basic and diluted        (0.07)   (0.11)   (0.09)   (0.13)
Weighted average number of common shares outstanding   21                     
Basic and diluted        401,239,000    246,129,000    369,992,000    239,372,000 

 

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        334,153,000    530,123    56,622    (294,924)   2,941    294,762 
Net loss                    (32,579)       (32,579)
Change in revaluation surplus - digital assets, net of tax                        11,978    11,978 
Total comprehensive loss, net of tax                    (32,579)   11,978    (20,601)
                                    
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                    11,764    (11,764)    
Share-based payment   22            4,769            4,769 
Issuance of common shares   18    84,196,000    173,564                173,564 
Settlement of restricted share units   22    125,000    289    (289)            
Exercise of stock options and warrants   18, 22    7,401,000    23,079    (1,696)           21,383 
Balance as of June 30, 2024        425,875,000    727,055    59,406    (315,739)   3,155    473,877 
                                    
Balance as of January 1, 2023 (restated - Note 3d)        224,200,000    404,934    47,653    (197,189)       255,398 
Net loss                    (30,370)       (30,370)
Change in revaluation surplus - digital assets, net of tax                        2,391    2,391 
Total comprehensive loss, net of tax                    (30,370)   2,391    (27,979)
                                    
Transfer of revaluation surplus on disposal of digital assets to accumulated deficit, net of tax                    1,247    (1,247)    
Share-based payment   22            4,998            4,998 
Issuance of common shares   18    33,551,000    37,587                37,587 
Settlement of restricted share units   22    108,000    279    (279)            
Exercise of stock options   18, 22    400,000    295    (133)           162 
Balance as of June 30, 2023 (restated - Note 3d)        258,259,000    443,095    52,239    (226,312)   1,144    270,166 

 

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)

 

 

       Six months ended June 30, 
   Notes   2024   2023 (restated - Note 3d) 
             
Cash flows from operating activities            
Net loss        (32,579)   (30,370)
Adjustment for non-cash items:               
Depreciation and amortization   23, 25    87,554    41,228 
Impairment on short-term prepaid deposits and property, plant and equipment   9        9,982 
Net financial income   23    (10,126)   (9,960)
Digital assets earned   6    (89,806)   (63,451)
Reversal of revaluation loss on digital assets   6        (2,695)
Share-based payment   22    4,769    4,998 
Income tax recovery   17    (4,581)   (424)
Loss (gain) on disposition of property, plant and equipment        (269)   1,559 
Proceeds from sale of digital assets earned   6    83,326    59,370 
Interest and financial income received (expenses paid)        2,469    (4,947)
Income taxes paid        (789)   (237)
Changes in non-cash working capital components   25    (12,033)   (2,581)
Net change in cash related to operating activities        27,935    2,472 
                
Cash flows used in investing activities               
Purchase of property, plant and equipment        (123,119)   (19,025)
Proceeds from sale of property, plant and equipment and assets held for sale        1,546    2,626 
Purchase of marketable securities   23    (5,720)   (21,368)
Proceeds from disposition of marketable securities   23    6,471    28,494 
Equipment and construction prepayments        (31,010)   (9,956)
Net change in cash related to investing activities        (151,832)   (19,229)
                
Cash flows from financing activities               
Issuance of common shares   18    173,564    37,587 
Repayment of long-term debt   15    (4,066)   (18,938)
Proceeds from long-term debt   15    1,695     
Repayment of lease liabilities   16    (1,363)   (2,118)
Exercise of stock options and warrants   18, 22    8,532    162 
Net change in cash related to financing activities        178,362    16,693 
                
Net increase in cash        54,465    (64)
Cash, beginning of the period        84,038    30,887 
Exchange rate differences on currency translation        116    68 
Cash, end of the period        138,619    30,891 

 

Should be read in conjunction with the notes to the interim condensed consolidated 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 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 a day to produce computational power used for hashing calculations (measured by hashrate) that Bitfarms sells to a Mining Pool under a formula-driven rate commonly known in the industry as Full Pay Per Share (“FPPS”). Under FPPS, Mining Pools compensate Mining companies for their computational power used for hashing calculations, measured through hashrate, based on what the Mining Pool would expect to generate in revenue for a given time period if there was no randomness involved. The fee paid by a Mining Pool 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

 

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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 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.

 

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.

 

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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

 

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 August 7, 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.

 

The adoption by the Company of the amendments listed above did not have a significant impact on the Company’s 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 Company does not expect the adoption of the amendments to 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.

 

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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, Financial Instruments: Disclosures

(“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 six months ended June 30, 2023 - Restatement

 

   Three months ended June 30,   Six months ended June 30, 
   2023 (as reported)   Warrant adjustments   2023 (as restated)   2023 (as reported)   Warrant adjustments   2023 (as restated) 
                         
Operating loss   (25,170)       (25,170)   (40,754)       (40,754)
                               
Net financial income (expenses)   182    (1,189)   (1,007)   12,370    (2,410)   9,960 
Net loss before income taxes   (24,988)   (1,189)   (26,177)   (28,384)   (2,410)   (30,794)
                               
Income tax recovery   94        94    424        424 
Net loss   (24,894)   (1,189)   (26,083)   (27,960)   (2,410)   (30,370)
                               
Other comprehensive income (loss)                              
Item that will not be reclassified to profit or loss:                              
Change in revaluation surplus - digital assets, net of tax   579        579    2,391        2,391 
Total comprehensive loss, net of tax   (24,315)   (1,189)   (25,504)   (25,569)   (2,410)   (27,979)
                               
Loss per share                              
Basic and diluted   (0.10)   (0.01)   (0.11)   (0.12)   (0.01)   (0.13)

 

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

 

   Six months ended June 30, 
   2023 (as reported)   Warrant adjustments   2023 (as restated) 
             
Cash flows from operating activities               
Net loss   (27,960)   (2,410)   (30,370)
Adjustments for:               
Net financial income   (12,370)   2,410    (9,960)
Net change in cash related to operating activities   2,472        2,472 

 

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 June 30,   As of December 31, 
   2024   2023 
Sales taxes receivable*   17,067    805 
Other receivables   560    689 
    17,627    1,494 

 

* Refer to Note 23b for more details about the Canadian sales tax recovery and 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 six months ended June 30, 2024 and 2023 were as follows:

 

   Three months ended June 30, 
   2024   2023 
   Quantity   Value   Quantity   Value 
Balance of digital assets including digital assets pledged as collateral as of April 1,   806    57,542    435    12,379 
BTC earned*   614    40,383    1,223    34,243 
BTC exchanged for cash and services   (515)   (33,756)   (1,109)   (30,887)
Realized gain on disposition of digital assets**       5,803        1,110 
Change in unrealized loss on revaluation of digital assets**       (13,224)       (111)
Balance of digital assets including digital assets pledged as collateral as of June 30,   905    56,748    549    16,734 
Less digital assets pledged as collateral as of June 30,***           (70)   (2,137)
Balance of digital assets excluding digital assets pledged as collateral as of June 30,   905    56,748    479    14,597 

 

   Six months ended June 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*   1,557    89,806    2,520    63,451 
BTC exchanged for cash and services   (1,456)   (83,326)   (2,376)   (59,370)
Realized gain on disposition of digital assets**       16,866        1,697 
Change in unrealized gain (loss) on revaluation of digital assets**       (569)       4,251 
Balance of digital assets including digital assets pledged as collateral as of June 30,   905    56,748    549    16,734 
Less digital assets pledged as collateral as of June 30,***           (70)   (2,137)
Balance of digital assets excluding digital assets pledged as collateral as of June 30,   905    56,748    479    14,597 

 

* 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 six months ended June 30, 2024, a loss of $5,455, net of $1,966 of deferred income tax recovery, and a gain of $11,978, net of $4,319 of deferred income tax expense, respectively, were presented in other comprehensive income (three and six months ended June 30, 2023: gain of $579, net of $420 of deferred income tax expense, and a gain of $2,391, net of $862 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 on these contracts.

 

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

 

   As of June 30,   As of December 31, 
   2024   2023 
   Derivative Assets   Derivative Liabilities   Derivative Assets   Derivative Liabilities 
   six-month period   twelve-month period 
Balance as of January 1,   1,281             
Remeasurement recognized in statement of profit or loss during the period   355        28    20 
Purchases   3,026        1,253    366 
Sales   (2,407)           (386)
Balance as of period end   2,255        1,281     

 

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

 

   Three months ended June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Unrealized change in fair value of outstanding contracts   (2,424)   35    (296)    
Realized gain (loss) on settled contracts   289    (250)   651    (180)
    (2,135)   (215)   355    (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 June 30, 2024 and December 31, 2023, assets held for sale consisted of the following:

 

      As of June 30,   As of December 31, 
   Notes  2024   2023 
Miners  i.   8,707    521 
Mining electrical components      401    867 
       9,108    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    38,302    7,928                    2,609    822    40,911    8,750 
Dispositions    (1,140)   (251)           (258)   (108)   (300)   (205)   (1,698)   (564)
Balance as of June 30, 2024    37,162    7,677            473    208    2,609    822    40,244    8,707 

 

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 six months ended June 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.

 

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 six months ended June 30, 2024, the Company sold an aggregate 1,140 MicroBT WhatsMiner M30 and M31 Miners with a carrying amount of $251 and disposed of them for net proceeds of $289 resulting in a gain of $38.

 

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)

 

c.MicroBT WhatsMiner M20S Miners

During the six months ended June 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 June 30, 2024.

 

NOTE 9:        IMPAIRMENT

 

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 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 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 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.

 

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 10:         PROPERTY, PLANT AND EQUIPMENT

 

As of June 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      151,398        11,231    2,112    78    164,819 
Dispositions      (107)           (560)   (25)   (692)
Transfer to assets held for sale  8   (168,148)                   (168,148)
Sales tax recovery  23   (14,763)       (428)   (657)   (18)   (15,866)
Balance as of June 30, 2024      323,183        16,543    51,623    1,297    392,646 
                                  
Accumulated Depreciation                                 
Balance as of January 1, 2024      199,794        424    25,656    647    226,521 
Depreciation  25   92,414        85    2,016    86    94,601 
Sales tax recovery - depreciation  23, 25   (8,624)       (28)   (104)   (4)   (8,760)
Dispositions      (31)           (423)   (16)   (470)
Transfer to assets held for sale  8   (159,289)                   (159,289)
Impairment on deposits transferred to PPE      6,750                    6,750 
Balance as of June 30, 2024      131,014        481    27,145    713    159,353 
                                  
Net book value as of June 30, 2024      192,169        16,062    24,478    584    233,293 

 

   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 

 

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 (Continued)

 

BVVE

Further details of the quantity and models of BTC BVVE held by the Company as of June 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        35,898    3,975    41,816 
Dispositions        (1,398)   (300)           (1,698)
Quantity as of June 30, 2024        52,283    16,061    35,898    3,975    108,217 
Classified as assets held for sale   8    (37,635)   (2,609)           (40,244)
Presented as property, plant and equipment        14,648    13,452    35,898    3,975    67,973 

 

* Includes 473 M20S classified as assets held for sale, 34,877 M30 of which 24,657 are classified as assets held for sale, 12,517 M31 of which 11,973 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.

 

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)

 

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.

 

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 six months ended June 30, 2024, the Company recorded accelerated depreciation of $46,154 and $64,657, 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.

 

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 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 June 30, 2024   5,150    4,713    9,863 
                
Accumulated amortization               
Balance as of January 1, 2024   5,138    113    5,251 
Amortization   6    228    234 
Balance as of June 30, 2024   5,144    341    5,485 
                
Net book value as of June 30, 2024   6    4,372    4,378 

 

   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 six months ended June 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.

 

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 (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.

 

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

 

       As of June 30,   As of December 31, 
       2024   2023 
Security deposits for energy, insurance and rent   a    12,881    4,901 
Equipment and construction prepayments   b    34,909    39,813 
         47,790    44,714 

 

a.Security deposits for energy, insurance and rent

As of June 30, 2024, the Company had security deposits for energy, insurance and rent in the amount of $12,881, 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.

 

b.Equipment and construction prepayments

The following table details the equipment and construction prepayments:

 

       As of June 30,   As of December 31, 
       2024   2023 
Miner credits   i.        11,330 
Bitmain T21 Miners Purchase Order and Purchase Option   ii.    7,448    16,912 
March 2024 Purchase Order   iii.    7,731     
Other BVVE and electrical components   iv.    6,348    4,400 
Construction work and materials   v.    13,382    7,171 
         34,909    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 six months ended June 30, 2024 and the long-term deposit balance was reduced to nil upon the transfer to property, plant and equipment.

 

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 (Continued)

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 May 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 six months ended June 30, 2024, the Company made additional deposits of $85,998 towards the Purchase Order, of which approximately 35,900 Bitmain T21 Miners with a book value of $95,462 were received or in transit. During the first quarter of 2024, the Company also fully exercised the Purchase Option with deliveries scheduled for September and October 2024. As of June 30, 2024, the deposit balance for the Purchase Order and the Purchase Option was $7,448.

 

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 six months ended June 30, 2024, the Company made deposits of $21,339 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 June 30, 2024, the deposit balance for the March 2024 Purchase Order was $7,731. 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 June 30, 2024, the Company had deposits for other BVVE and electrical components in the amount of $6,348.

 

v.Construction work and materials

As of June 30, 2024, the Company had deposits for construction work and materials in the amount of $13,382, mainly for the Paraguay expansions.

 

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)

 

c.Commitments

The Company’s remaining payment obligations in connection with the Purchase Option and the March 2024 Purchase Order are outlined below:

 

   As of June 30, 
   2024 
Three months ending September 30, 2024   84,152 
Three months ending December 31, 2024   30,772 
    114,924 

 

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.

 

d.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 June 30, 2024.

 

As described in Note 20, in March 2024, as a result of the Company’s decision to terminate the employment of the Company’s former Chief Executive Officer (“CEO”), a termination payment of $1,614 was accrued during the first quarter of 2024 and paid during the three months ended June 30, 2024 based on the terms of the former CEO’s employment agreement. On May 10, 2024, the former CEO filed a Statement of Claim in the Superior Court of Ontario against the Company claiming damages for breach of contract, wrongful dismissal and aggravated and punitive damages for a total amount of $26,676. The Company believes the claims are without merit and intends to defend itself vigorously against the claims. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company. The loss, if any, is not estimable at this time and Management does not believe the outcome of this matter will have a material adverse impact on its results of operations, cash flows and financial condition.

 

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 13:        TRADE PAYABLES AND ACCRUED LIABILITIES

 

   As of June 30,   As of December 31, 
   2024   2023 
Trade accounts payable and accrued liabilities   20,908    9,077 
Government remittances*   3,322    11,662 
    24,230    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 June 30,   As of December 31, 
   2024   2023 
2023 private placement   19,565    34,276 
2021 private placements   467    6,150 
    20,032    40,426 

 

In November 2023, the Company completed a private placement that included 22,222,000 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 (expenses) income.

 

Details of the outstanding warrants are as follows:

 

   Six months ended June 30, 
   2024   2023 
   Number of warrants   Weighted
average exercise
price (USD)
   Number of warrants   Weighted
average exercise
price (USD)
 
Outstanding, January 1,   35,105,000    2.83    19,153,000    4.21 
Exercised   (5,111,000)   1.17         
Expired   (11,866,000)   4.90         
Outstanding, June 30,   18,128,000    1.94    19,153,000    4.21 

 

The weighted average contractual life of the warrants as of June 30, 2024, was 1.5 years (June 30, 2023: 0.9 years).

 

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 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 six months ended June 30, 2024, which resulted in a non-cash gain on revaluation of warrants of $61 included in Net financial (expenses) income.

 

In February 2024, 5,000,000 warrants and 111,000 broker warrants related to the 2023 private placement were exercised resulting in the issuance of 5,111,000 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, 10,613,000 warrants and 1,132,000 broker warrants from the May 17, 2021 private placement expired and were derecognized during the three and six months ended June 30, 2024, which resulted in a non-cash gain on revaluation of warrants of $43 and $1,739, respectively, included in Net financial (expenses) 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 as described in Note 18 and at period end.

 

2023 warrants and broker warrants

 

   Remeasurement on
settlement of warrants
   Remeasurement at period end 
Measurement date  February 12 to 28,
2024
   June 30,
2024
   December 31,
2023
 
Dividend yield (%)            
Expected share price volatility (%)   87%   84%   91%
Risk-free interest rate (%)   4.67%   4.71%   4.23%
Expected life of warrants (years)   2.74    2.40    2.90 
Share price (CAD)   4.42    3.53    3.85 
Exercise price (USD)   1.17    1.17    1.17 
Fair value of warrants (USD)   2.51    1.80    2.15 
Number of warrants outstanding (exercised)   (5,111,000)   10,841,000    15,952,000 

 

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)

 

2021 warrants and broker warrants

   Remeasurement at period end 
Measurement date  June 30, 2024   December 31,
2023
 
Dividend yield (%)        
Expected share price volatility (%)   62%   82%
Risk-free interest rate (%)   4.71%   4.23%
Expected life of warrants (years)   0.09    0.46 
Share price (CAD)   3.53    3.85 
Exercise price (USD)   3.06    4.20 
Fair value of warrants (USD)   0.06    0.32 
Number of warrants outstanding   7,287,000    19,128,000 

 

NOTE 15:         LONG-TERM DEBT

 

   As of June 30,   As of December 31, 
   2024   2023 
Building financing   1,651     
Equipment financing       4,022 
Total long-term debt   1,651    4,022 
Less current portion of long-term debt   (164)   (4,022)
Non-current portion of long-term debt   1,487     

 

Movement in long-term debt is as follows:

 

   As of June 30,   As of December 31 
   2024   2023 
   six-month period   twelve-month period 
Balance as of January 1,   4,022    47,147 
Issuance of long-term debt   1,695     
Payments   (4,195)   (33,233)
Gain on extinguishment of long-term debt       (12,580)
Interest on long-term debt   129    2,688 
Balance as of period end   1,651    4,022 

 

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 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 six months ended June 30, 2023. Upon settlement, all of Backbone Mining’s assets, including the 6,100 Miners collateralizing the loan, were unencumbered.

 

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 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 six months ended June 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   603    118        721    721 
Depreciation   (1,344)   (127)   (8)   (1,479)    
Lease termination   (373)           (373)   (518)
Payments                   (1,946)
Interest                   583 
Foreign exchange                   (474)
As of June 30, 2024   12,648    535    1    13,184    14,216 
Less current portion of lease liabilities                       (2,008)
Non-current portion of lease liabilities                       12,208 

 

   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 

 

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 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 June 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 June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Current tax recovery (expense):                
Current year       (144)       (256)
Prior year   262    (182)   262    (182)
    262    (326)   262    (438)
                     
Deferred tax (expense) recovery:                    
Current year   (1,966)   420    4,319    862 
Prior year                
    (1,966)   420    4,319    862 
    (1,704)   94    4,581    424 

 

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 June 30, 2024, the Company had 425,875,000 issued and outstanding common shares (December 31, 2023: 334,153,000).

 

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 six months ended June 30, 2024, the Company issued 84,196,000 common shares in the 2024 ATM Program in exchange for gross proceeds of $180,177 at an average share price of approximately $2.14. The Company received net proceeds of $174,503 after paying commissions of $5,403 to the sales agent for the 2024 ATM Program and $271 in other transaction costs. The Company capitalized $939 of professional fees and registration expenses to initiate the 2024 ATM Program.

 

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 18:         SHARE CAPITAL (Continued)

 

Common shares (Continued)

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

During the six months ended June 30, 2023, the Company issued 33,551,000 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 $38,900 at an average share price of approximately $1.16. The Company received net proceeds of $37,587 after paying commissions of $1,234 to the sales agent for the 2021 ATM Program and $79 in other transaction costs.

 

ii.Stock Options

During the six months ended June 30, 2024, option holders exercised stock options to acquire 2,290,000 common shares (six months ended June 30, 2023: 400,000) resulting in proceeds of approximately $2,546 (six months ended June 30, 2023: $160) being paid to the Company.

 

iii.Warrants

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

 

The Black Scholes model and the inputs described in Note 14 were used in determining the 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 (expenses) income.

 

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 common 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 intends to recommend the ratification of the July 2024 Rights Plan at the Company’s upcoming special meeting of shareholders to be held on October 29, 2024.

 

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 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 June 30,   As of December 31, 
   Measurement  2024   2023 
Financial assets at amortized cost             
Cash  Level 1   138,619    84,038 
Trade receivables  Level 3   735    714 
Other receivables  Level 3   560    689 
              
Financial assets at fair value through profit and loss             
Derivative assets  Level 2   2,255    1,281 
Total carrying amount and fair value      142,169    86,722 
              
Financial liabilities at amortized cost             
Trade accounts payable and accrued liabilities  Level 3   20,908    9,077 
Long-term debt  Level 2   1,651    4,022 
              
Financial liabilities at fair value through profit and loss             
Warrant liabilities  Level 2   20,032    40,426 
Total carrying amount and fair value      42,591    53,525 
              
Net carrying amount and fair value      99,578    33,197 

 

The carrying amounts of trade receivables, other receivables, 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 (expenses) 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.

 

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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 20:         TRANSACTIONS AND BALANCES WITH RELATED PARTIES

 

The following table details balances payable to related parties:

 

   As of June 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.

 

Transactions with related parties

In March 2024, the Board elected to terminate the employment agreement of the Company’s CEO. It was planned that the 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 CEO effective immediately. A termination payment under the CEO’s employment agreement totaling $1,614 was accrued during the first quarter of 2024 and paid during the three months ended June 30, 2024 after the CEO’s departure. See Note 12 for more details.

 

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

 

NOTE 21:         NET LOSS PER SHARE

 

For the six months ended June 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 six months ended June 30, 2024, would have totaled approximately 11,280,000 and 13,474,000, respectively (three and six months ended June 30, 2023: 3,850,000 and 3,731,000, respectively).

 

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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 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 June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
Equity-settled share-based payment plans   1,675    2,462    4,769    4,998 

 

Options

During the six months ended June 30, 2024, the Board approved stock option grants to purchase 330,000 common shares in accordance with the Long-Term Incentive Plan (the “LTIP Plan”) adopted on May 18, 2021 (six months ended June 30, 2023: 8,471,000 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:

 

   Six months ended June 30, 
   2024   2023 
   Number of Options   Weighted Average
Exercise Price ($CAD)
   Number of Options   Weighted Average
Exercise Price ($CAD)
 
Outstanding, January 1,   20,939,000    2.41    21,804,000    3.47 
Granted   330,000    2.55    8,471,000    1.89 
Exercised   (2,290,000)   1.55    (400,000)   0.54 
Forfeited   (1,443,000)   2.27         
Cancelled           (10,535,000)   5.17 
Expired   (295,000)   5.60    (340,000)   5.47 
Outstanding, June 30,   17,241,000    2.48    19,000,000    1.85 
Exercisable, June 30,   10,230,000    1.78    5,841,000    1.16 

 

The weighted average contractual life of the stock options as of June 30, 2024 was 3.7 years (June 30, 2023: 4.3 years).

 

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

 

Grant date  May 22,
2024
 
Dividend yield (%)    
Expected share price volatility (%)   83%
Risk-free interest rate (%)   4.64%
Expected life of stock options (years)   3 
Share price (CAD)   2.55 
Exercise price (CAD)   2.55 
Fair value of options (USD)   0.97 
Vesting period (years)   1.5 
Number of options granted   330,000 

 

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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 22:         SHARE-BASED PAYMENTS (Continued)

 

Restricted Share Units (’‘RSU’’)

Details of the RSUs are as follows:

 

   Six months ended June 30, 
   2024   2023 
   Number of RSUs   Weighted Average Grant Price ($CAD)   Number of RSUs   Weighted Average Grant Price ($CAD) 
Outstanding, January 1,   625,000    4.05    400,000    3.73 
Granted   175,000    2.95         
Settled   (125,000)   3.13    (108,000)   3.24 
Forfeited   (92,000)   4.04         
Outstanding, June 30,   583,000    3.92    292,000    3.91 

 

On March 28, 2024, the Board approved the grant of 175,000 RSUs (six months ended June 30, 2023: nil) to certain members of senior management, which vest 50% after approximately one month from the grant date and an additional 25% every 6 months. The value of the RSUs on the grant date was $2.17 per RSU.

 

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

 

Cost of revenues

 

      Three months ended June 30,   Six months ended June 30, 
   Notes  2024   2023   2024   2023 
Energy and infrastructure  a   (20,390)   (19,916)   (41,704)   (36,943)
Sales tax recovery - energy and infrastructure  b   17,017        17,017     
Depreciation and amortization      (57,337)   (20,528)   (96,314)   (41,228)
Sales tax recovery - depreciation and amortization  b   8,760        8,760     
Electrical components and salaries  a   (873)   (1,075)   (1,581)   (1,751)
       (52,823)   (41,519)   (113,822)   (79,922)

 

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

 

General and administrative expenses

 

      Three months ended June 30,   Six months ended June 30, 
   Notes  2024   2023   2024   2023 
Salaries      (4,032)   (2,578)   (10,079)   (5,199)
Share-based payments      (1,675)   (2,462)   (4,769)   (4,998)
Professional services      (5,695)   (1,652)   (7,353)   (3,530)
Sales tax recovery - professional services  b   1,389        1,389     
Insurance, duties and other      (2,436)   (1,938)   (4,393)   (2,912)
Travel, motor vehicle and meals      (466)   (205)   (712)   (383)
Hosting and telecommunications      (75)   (114)   (153)   (206)
Advertising and promotion      (165)   (206)   (281)   (287)
Sales tax recovery - other general and administrative expenses  b   753        753     
       (12,402)   (9,155)   (25,598)   (17,515)

 

Net financial (expenses) income

      Three months ended June 30,   Six months ended June 30, 
   Notes  2024   2023 (restated - Note 3d)   2024   2023 (restated - Note 3d) 
(Loss) gain revaluation of warrants      (1,455)   (1,189)   7,585    (2,410)
(Loss) gain on derivative assets and liabilities      (2,135)   (215)   355    (180)
Gain on disposition of marketable securities  c   413    4,955    751    7,126 
Gain on extinguishment of long-term debt and lease liabilities                  12,835 
Interest income      2,042    177    2,722    443 
Interest on long-term debt and lease liabilities      (349)   (1,023)   (727)   (2,643)
Loss on foreign exchange      (943)   (2,719)   (1,004)   (2,989)
Provision income (expense) on VAT receivable  d   65    (693)       (1,702)
Other financial income (expenses)      1,045    (300)   444    (520)
       (1,317)   (1,007)   10,126    9,960 

 

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

 

a.Electrical component inventory

During the three and six months ended June 30, 2024, the cost of electrical component inventory recognized as an expense and included in cost of revenues was $380 and $975, respectively (three and six months ended June 30, 2023: $450 and $840, 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.

 

In addition to not receiving its Canadian sales tax refund claims, the Company was self-assessing sales taxes payable when appropriate. During the three and six months ended June 30, 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 three and six months ended June 30, 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.

 

During the three and six months ended June 30, 2024, $19,200 of the total $24,400 of sales tax claims were refunded by the Canadian tax authorities and the remaining $5,200 was recorded as sales tax receivable in Note 5, which was subsequently received in July 2024.

 

c.Gain on disposition of marketable securities

During the three and six months ended June 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 six months ended June 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.

 

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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 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  June 30,   Six months ended June 30, 
   2024   2023   2024   2023 
North America                
Canada   28,129    26,458    60,267    49,947 
USA   3,296    4,293    8,183    8,184 
    31,425    30,751    68,450    58,131 
South America                    
Argentina   7,979    2,796    19,555    4,092 
Paraguay   2,144    1,932    3,860    3,306 
    10,123    4,728    23,415    7,398 
    41,548    35,479    91,865    65,529 

 

*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 six months ended June 30, 2024, the Company earned 97%% and 98% of its revenues, respectively, from one Mining pool (three and six months ended June 30, 2023: 97%% and 97%, 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 June 30,   As of December 31, 
   2024   2023 
North America        
Canada   106,350    101,454 
USA   14,403    18,154 
    120,753    119,608 
South America          
Argentina   43,718    54,657 
Paraguay   68,822    11,747 
    112,540    66,404 
    233,293    186,012 

 

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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 25:         ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOWS

 

   Six months ended June 30, 
   2024   2023 
         
Changes in working capital components:        
Increase in trade receivables, net   (21)   (318)
Decrease (increase) in other current assets   (6,723)   864 
Increase in electrical component inventory   (370)   (76)
Decrease (increase) in deposits   (1,822)   592 
Decrease in trade payables and accrued liabilities   (2,588)   (3,388)
Decrease in taxes payable   (509)   (255)
    (12,033)   (2,581)
           
Significant non-cash transactions:          
Addition of ROU assets, property, plant and equipment and related lease liabilities   721    318 
Purchase of property, plant and equipment financed by short-term credit   7,473    2,750 
Equipment prepayments realized as additions to property, plant and equipment   29,756    4,905 
           
Depreciation and Amortization          
Property, plant and equipment   85,841    39,657 
ROU assets   1,479    1,559 
Intangible assets   234    12 
    87,554    41,228 

 

NOTE 26:        SUBSEQUENT EVENTS

 

2024 ATM Program

During the period from July 1, 2024 to August 7, 2024, the Company issued 25,127,000 common shares through the 2024 ATM Program in exchange for gross proceeds of $67,948 at an average share price of approximately $2.70. The Company received net proceeds of $65,828 after paying commissions of $2,120 to the sales agent. Refer to Note 18 for further details of the Company’s 2024 ATM program.

 

40 Page