Keel Infrastructure Corp 6-K, filed May 16, 2022
Keel Infrastructure Corp. (KEEL)
About this 6-K
Keel Infrastructure Corp filed this 6-K on May 16, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 333-258788
BITFARMS LTD.
(Exact Name of Registrant as Specified in Its Charter)
18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K, including the interim condensed consolidated financial statements for the three months ended March 31, 2022 and management’s discussion and analysis for the three months ended March 31, 2022, shall be deemed to be incorporated by reference as exhibits to the Registration Statement of Bitfarms Ltd. on Form F-10 (File No. 333-258788) and to be a part thereof from the date on which this report was furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BITFARMS LTD. | |||
| By: | /s/ L. Geoffrey Morphy | ||
| Name: | L. Geoffrey Morphy | ||
| Title: | President | ||
Date: May 16, 2022
2
Exhibit 99.1
BITFARMS LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022 (UNAUDITED)
INDEX
- - - - - - - - - - - - - - - - - - - -
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
(In thousands of U.S. dollars)
| Note | March 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash | $ | 77,294 | $ | 125,595 | ||||||||
| Trade receivables | 669 | 1,038 | ||||||||||
| Other assets | 4 | 5,798 | 6,427 | |||||||||
| Digital assets | 5 | 99,258 | 66,031 | |||||||||
| Digital assets - pledged as collateral | 5, 10 | 139,534 | 86,825 | |||||||||
| Assets held for sale | 6b | 1,211 | 1,211 | |||||||||
| TOTAL CURRENT ASSETS | 323,764 | 287,127 | ||||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Property, plant and equipment | 6, 18b | 180,914 | 136,850 | |||||||||
| Right-of-use assets | 12 | 10,822 | 9,397 | |||||||||
| Long-term deposits, equipment prepayments and other | 8 | 99,915 | 86,681 | |||||||||
| Intangible assets | 7 | 1,331 | 1,681 | |||||||||
| Goodwill | 3 | 17,900 | 16,955 | |||||||||
| Deferred tax asset | 13a | 4,475 | 3,896 | |||||||||
| TOTAL NON-CURRENT ASSETS | 315,357 | 255,460 | ||||||||||
| TOTAL ASSETS | $ | 639,121 | $ | 542,587 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Trade payables and accrued liabilities | 9 | $ | 10,729 | $ | 14,480 | |||||||
| Current portion of long-term debt | 11 | 23,204 | 10,257 | |||||||||
| Current portion of lease liabilities | 12 | 4,421 | 4,346 | |||||||||
| Credit facility | 10 | 100,592 | 60,002 | |||||||||
| Taxes payable | 3,884 | 12,093 | ||||||||||
| TOTAL CURRENT LIABILITIES | 142,830 | 101,178 | ||||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||
| Long-term debt | 11 | 14,662 | 910 | |||||||||
| Lease liabilities | 12 | 10,104 | 9,227 | |||||||||
| Asset retirement provision | 445 | 239 | ||||||||||
| Deferred tax liability | 13a | 11,323 | 8,451 | |||||||||
| TOTAL NON-CURRENT LIABILITIES | 36,534 | 18,827 | ||||||||||
| TOTAL LIABILITIES | 179,364 | 120,005 | ||||||||||
| EQUITY: | ||||||||||||
| Share capital | 405,409 | 378,893 | ||||||||||
| Contributed surplus | 49,844 | 43,704 | ||||||||||
| Retained earnings (accumulated deficit) | 4,504 | (15 | ) | |||||||||
| TOTAL EQUITY | 459,757 | 422,582 | ||||||||||
| TOTAL LIABILITIES & EQUITY | $ | 639,121 | $ | 542,587 | ||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
 |
2 |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS |
(In thousands of U.S. dollars, except earnings per share data)
| Three months ended March 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| Revenues | 5, 18a | $ | 40,329 | $ | 28,432 | |||||||
| Cost of sales | 17a | 23,292 | 9,120 | |||||||||
| Gross profit | 17,037 | 19,312 | ||||||||||
| General and administrative expenses | 17b | 13,843 | 2,819 | |||||||||
| Loss on disposition of digital assets | 5 | 34 | 22 | |||||||||
| Gain on revaluation of digital assets | 5 | (3,702 | ) | — | ||||||||
| Gain on disposition of property, plant and equipment | (12 | ) | (19 | ) | ||||||||
| Operating income | 6,874 | 16,490 | ||||||||||
| Net financial expenses (income) | 17c | (4,083 | ) | 23,425 | ||||||||
| Net income (loss) before income taxes | 10,957 | (6,935 | ) | |||||||||
| Income tax expense | 13b | 6,438 | 670 | |||||||||
| Net income (loss) | $ | 4,519 | $ | (7,605 | ) | |||||||
| Other comprehensive loss to be reclassified to profit or loss in subsequent periods: | ||||||||||||
| Revaluation gain on digital assets (net of tax) | — | 5,128 | ||||||||||
| Total comprehensive income (loss) | $ | 4,519 | $ | (2,477 | ) | |||||||
| Net income (loss) per share (in U.S. dollars): | 17d | |||||||||||
| Basic earnings (loss) per share | $ | 0.02 | $ | (0.06 | ) | |||||||
| Basic weighted average number of shares | 197,505,430 | 123,877,035 | ||||||||||
| Diluted earnings (loss) per share | $ | 0.02 | $ | (0.06 | ) | |||||||
| Diluted weighted average number of shares for the purpose of calculating diluted earnings per share | 201,268,500 | 123,877,035 | ||||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| |
3 |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY |
(In thousands of U.S. dollars, except for quantity of shares)
| Quantity of shares | Share capital | Contributed surplus | Retained earnings (accumulated deficit) | Total | Accumulated other comprehensive income | Total equity | ||||||||||||||||||||||
| Balance as of January 1, 2022 | 194,805,893 | $ | 378,893 | $ | 43,704 | $ | (15 | ) | $ | 422,582 | $ | — | $ | 422,582 | ||||||||||||||
| Net income and total comprehensive income | — | — | — | 4,519 | 4,519 | — | 4,519 | |||||||||||||||||||||
| Share-based payment (Note 16) | — | — | 6,105 | — | 6,105 | — | 6,105 | |||||||||||||||||||||
| Issuance of common shares and warrants (Note 14) | 6,820,709 | 26,289 | 35 | — | 26,324 | — | 26,324 | |||||||||||||||||||||
| Deferred tax recovery related to equity issuance costs (Note 13) | — | 227 | — | — | 227 | — | 227 | |||||||||||||||||||||
| Balance as of March 31, 2022 | 201,626,602 | $ | 405,409 | $ | 49,844 | $ | 4,504 | $ | 459,757 | $ | — | $ | 459,757 | |||||||||||||||
| Balance as of January 1, 2021 | 88,939,359 | $ | 32,004 | $ | 5,588 | $ | (22,145 | ) | $ | 15,447 | $ | — | $ | 15,447 | ||||||||||||||
| Net loss | — | — | — | (7,605 | ) | (7,605 | ) | — | (7,605 | ) | ||||||||||||||||||
| Share-based payment | — | — | 420 | — | 420 | — | 420 | |||||||||||||||||||||
| Issuance of common shares | 26,042,398 | 57,483 | — | — | 57,483 | — | 57,483 | |||||||||||||||||||||
| Conversion of long-term debt | 8,474,577 | 5,110 | (110 | ) | — | 5,000 | — | 5,000 | ||||||||||||||||||||
| Exercise of warrants and stock options | 21,560,530 | 61,964 | 4,066 | — | 66,030 | — | 66,030 | |||||||||||||||||||||
| Unrealized gain on revaluation of digital assets, net of tax | — | — | — | — | — | 5,128 | 5,128 | |||||||||||||||||||||
| Balance as of March 31, 2021 | 145,016,864 | $ | 156,561 | $ | 9,964 | $ | (29,750 | ) | $ | 136,775 | $ | 5,128 | $ | 141,903 | ||||||||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| |
4 |
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(In thousands of U.S. dollars)
| Three months ended March 31, | ||||||||||||
| Note | 2022 | 2021 | ||||||||||
| Cash flows used in operating activities: | ||||||||||||
| Net income (loss) | $ | 4,519 | $ | (7,605 | ) | |||||||
| Adjustments for: | ||||||||||||
| Depreciation and amortization | 13,066 | 3,008 | ||||||||||
| Net financial expenses (income) | 17c | (4,083 | ) | 23,425 | ||||||||
| Digital assets mined | 5 | (39,725 | ) | (27,190 | ) | |||||||
| Digital assets liquidated | 5 | 694 | 1,717 | |||||||||
| Loss on disposition of digital assets | 5 | 34 | 22 | |||||||||
| Gain on revaluation of digital assets | 5 | (3,702 | ) | — | ||||||||
| Share-based payment | 16 | 6,105 | 420 | |||||||||
| Interest and financial expenses paid | (3,074 | ) | (564 | ) | ||||||||
| Deferred taxes | 13b | 2,519 | 241 | |||||||||
| Gain on disposition of marketable securities | 17c | 10,937 | — | |||||||||
| Gain on disposition of property, plant and equipment | (12 | ) | (19 | ) | ||||||||
| Current taxes | 3,919 | 670 | ||||||||||
| Income taxes paid | (11,994 | ) | — | |||||||||
| Changes in non-cash working capital components | 19 | (8,435 | ) | (2,561 | ) | |||||||
| Net change in cash related to operating activities | (29,232 | ) | (8,436 | ) | ||||||||
| Cash flows used in investing activities: | ||||||||||||
| Purchase of property, plant and equipment | (22,671 | ) | (6,896 | ) | ||||||||
| Proceeds from sale of property, plant and equipment | 35 | 33 | ||||||||||
| Digital assets purchased | 5 | (43,237 | ) | — | ||||||||
| Equipment and construction prepayments and other | 8 | (45,137 | ) | (21,883 | ) | |||||||
| Net change in cash related to investing activities | (111,010 | ) | (28,746 | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Issuance of common shares and warrants | 14 | 26,289 | 57,483 | |||||||||
| Exercise of warrants and stock options | 14 | — | 41,221 | |||||||||
| Repayment of lease liabilities | (1,049 | ) | (1,066 | ) | ||||||||
| Repayment of long-term debt | (4,294 | ) | (13,374 | ) | ||||||||
| Proceeds from long-term debt | 11 | 30,994 | — | |||||||||
| Proceeds from credit facility | 10 | 40,000 | — | |||||||||
| Net change in cash related to financing activities | 91,940 | 84,264 | ||||||||||
| Exchange rate differences on currency translation | 1 | 4 | ||||||||||
| Net change in cash | (48,301 | ) | 47,086 | |||||||||
| Cash at the beginning of the period | 125,595 | 5,947 | ||||||||||
| Cash at the end of the period | $ | 77,294 | $ | 53,033 | ||||||||
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
| |
5 |
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 1: REPORTING ENTITY AND LIQUIDITY
| a. | Bitfarms was incorporated under the Canada Business Corporation Act on October 11, 2018 and continued under the Ontario Corporations Business Act. The interim condensed 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 activities of the Company mainly consist of cryptocurrency mining and are divided into multiple jurisdictions described in Note 18 “Geographical Information”. The Company’s operations are predominantly in Canada and the United States, with new operations having commenced in Paraguay in 2022 and construction of a new facility having commenced in Argentina in 2021. |
| b. | Bitfarms is primarily engaged in the cryptocurrency mining industry, a highly volatile market with significant inherent risk. A significant decline in the market prices of cryptocurrencies, an increase in the difficulty of cryptocurrency mining, changes in the regulatory environment and adverse changes in other inherent risks can significantly and negatively impact the Company’s operations and its ability to maintain sufficient liquidity to meet its commitments and minimum collateral requirements for its revolving credit facility, as described in Note 8 and Note 10, respectively. In addition, adverse changes to the factors mentioned above may impact the recoverability of the Company’s digital assets, property, plant and equipment and goodwill, resulting in impairment charges being recorded. 9159-9290 Quebec Inc. (“Volta”), a wholly owned subsidiary, assists the Company in building and maintaining its server farms and provides electrician services to both commercial and residential customers in Quebec. |
The common shares of the Company are listed under the trading symbol BITF on Nasdaq and the TSX.
| c. | In March 2020, the World Health Organization declared COVID-19 a pandemic. The potential impacts that COVID-19 may have on the Company includes increases in cryptocurrency price volatility and delays in receiving future orders of mining hardware and construction materials required to achieve the Company’s growth objectives. The Company has been, and is expected to continue to be, operating throughout the pandemic. No significant impact of COVID-19 has been observed on the Company’s existing operations for the three months ended March 31, 2022; however; the Company has observed longer than usual lead times and greater price fluctuations than usual in procuring mining equipment and construction materials required for the Company’s growth objectives. It is not possible to reliably estimate the length and severity of these developments as well as their impact on the financial results and position of the Company and its operating subsidiaries in future periods. |
| d. | In these financial statements, the following terms shall have the following definitions: |
|
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 (including miners) |
| 8 | CAD | Canadian Dollars |
| 9 | ARS | Argentine Pesos |
6
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 2: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
| a. | These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. |
These interim condensed consolidated 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, 2021. These interim condensed consolidated financial statements were approved by the Board of Directors on May 13, 2022.
| b. | The interim condensed consolidated financial statements have been prepared following the same accounting policies used in the audited annual consolidated financial statements for the year ended December 31, 2021. |
The accounting policies have been applied consistently by the Company’s entities and to all periods presented in these interim condensed consolidated financial statements, unless otherwise indicated.
NOTE 3: BUSINESS COMBINATION
On November 9, 2021, the Company acquired a cryptocurrency mining facility in Washington state through its wholly owned subsidiary, Backbone Mining Solutions LLC, comprising land, buildings, 17 megawatts of electrical infrastructure, power purchase agreements totaling 12 megawatts and in process power purchase agreement applications totaling 12 megawatts with a local hydro-electric utility producer. The consideration transferred was $26,676, including $23,000 of cash consideration and 414,508 Common shares with a value of $3,676 on the closing date. The seller entered into a consulting agreement with the Company in the amount of $2,000 for services relating to the operation of the facility. The Company also entered into a one-year lease agreement with the seller for a 5 megawatt cryptocurrency mining facility with monthly payments of $110.
The primary reason for the acquisition was to expand the Company’s energy portfolio with existing infrastructure to accommodate the Company’s expected delivery schedule of mining equipment.
7
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 3: BUSINESS COMBINATION (Cont.)
The following are the fair values of the identifiable assets of the date of the acquisition:
| November 9, | ||||
| 2021 | ||||
| Consideration transferred | ||||
| Cash paid at closing | $ | 23,000 | ||
| Value of 414,508 common shares transferred at closing | 3,676 | |||
| Fair value of total consideration transferred | $ | 26,676 | ||
| Recognized amounts of identifiable assets acquired | ||||
| Electrical components | $ | 5,954 | ||
| Buildings | 748 | |||
| Land | 74 | |||
| Intangible assets - favorable lease | 2,000 | |||
| Total identifiable assets acquired | $ | 8,776 | ||
| Goodwill | $ | 17,900 | ||
Goodwill consists mainly of the benefit the Company expects to receive from acquiring a turnkey facility with active power purchase agreements compared to the timeline and process the Company would undertake to procure new power purchase agreements, the materials and equipment required to build a facility and complete the construction process. The entire amount of goodwill is expected to be deductible for tax purposes.
The total assets recognized in the audited annual consolidated financial statements for the year ended December 31, 2021 were based on a provisional assessment of their fair value while the Company completed the independent valuation for the electrical components acquired. The valuation had not been finalized by the date the audited annual consolidated financial statements for the year ended December 31, 2021 were approved for issuance by the Board of Directors.
In May 2022, the valuation was finalized, resulting in measurement period adjustments. The acquisition date fair value of the electrical components was $5,954, a decrease of $1,127 compared to the provisional value. In addition, the fair value at the acquisition date of buildings decreased by $7, land decreased by $11 and intangible assets - favourable lease increased by $200. The cumulative impact of these measurement period adjustments were recognized in the interim financial statement as at and for the three months ended March 31, 2022. Impacts on the prior period were considered insignificant. As a result, there was a corresponding increase in goodwill of $945, resulting in $17,900 of total goodwill arising from the acquisition.
The Company generated $7,690 and $9,805 of revenues mainly from using the S19j pros installed at the facility, from November 9, 2021 to December 31, 2021 and from January 1, 2022 to March 31, 2022, respectively. Prior to the acquisition, the Company incurred hosting fees of $3,907 during the year ended December 31, 2021.
8
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 4: OTHER ASSETS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Electrical component inventory | $ | 630 | $ | 548 | ||||
| Sales taxes receivable | 637 | 1,980 | ||||||
| Prepaid expenses and other | 4,461 | 3,202 | ||||||
| Insurance refund and other receivable | 70 | 697 | ||||||
| $ | 5,798 | $ | 6,427 | |||||
NOTE 5: DIGITAL ASSETS
Bitcoin transactions and the corresponding values for the three months ended March 31, 2022, and 2021 were as follows:
| Three months ended March 31, | ||||||||||||||||
| 2022 | 2021 | |||||||||||||||
| Quantity | Value | Quantity | Value | |||||||||||||
| Balance as of January 1, | 3,301 | $ | 152,856 | — | $ | — | ||||||||||
| Bitcoin mined* | 961 | 39,725 | 598 | 27,190 | ||||||||||||
| Bitcoin purchased | 1,000 | 43,237 | — | — | ||||||||||||
| Bitcoin exchanged for cash and services | (18 | ) | (694 | ) | (3 | ) | (171 | ) | ||||||||
| Bitcoin exchanged for long-term debt repayment | — | — | (47 | ) | (1,546 | ) | ||||||||||
| Loss on disposition of Bitcoin | — | (34 | ) | — | (22 | ) | ||||||||||
| Revaluation of digital assets | — | 3,702 | — | 6,977 | ||||||||||||
| Balance of digital assets as of March 31, | 5,244 | 238,792 | 548 | 32,428 | ||||||||||||
| Less digital assets pledged as collateral as of March 31,** | (3,064 | ) | (139,534 | ) | — | — | ||||||||||
| Balance of digital assets excluding digital assets pledged as collateral as of March 31, | 2,180 | $ | 99,258 | 548 | $ | 32,428 | ||||||||||
| * | Management estimates the fair value of Bitcoin mined on a daily basis as the quantity of cryptocurrency received multiplied by the price quoted on www.coinmarketcap.com (“Coinmarketcap”) on the day it was received. Management considers the prices quoted on Coinmarketcap to be a level 2 input under IFRS 13 Fair Value Measurement. |
| ** | See Note 10 for details of the Company’s credit facility and Bitcoin pledged as collateral. |
9
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 6: PROPERTY, PLANT AND EQUIPMENT
a. As at March 31, 2022, and December 31, 2021, property, plant and equipment consisted of:
BVVE and electrical components | Mineral assets | Land and buildings | Leasehold improvements | Vehicles | Total | |||||||||||||||||||
| Cost: | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | $ | 156,647 | $ | 9,000 | $ | 4,549 | $ | 5,783 | $ | 547 | $ | 176,526 | ||||||||||||
| Measurement period adjustment to business combination (Note 3) | (1,127 | ) | — | (18 | ) | — | — | (1,145 | ) | |||||||||||||||
| Additions during the period | 49,922 | — | 2,115 | 5,159 | 104 | 57,300 | ||||||||||||||||||
| Balance as of March 31, 2022 | 205,442 | 9,000 | 6,646 | 10,942 | 651 | 232,681 | ||||||||||||||||||
| Balance as of January 1, 2021 | 52,676 | 9,000 | 3,263 | 2,707 | 448 | 68,094 | ||||||||||||||||||
| Additions through business combination (Note 3) | 7,081 | — | 840 | — | — | 7,921 | ||||||||||||||||||
| Additions during the period | 114,323 | — | 470 | 3,265 | 136 | 118,194 | ||||||||||||||||||
| Dispositions during the period | (6,146 | ) | — | (24 | ) | (189 | ) | (37 | ) | (6,396 | ) | |||||||||||||
| Transfer to assets held for sale | (11,287 | ) | — | — | — | — | (11,287 | ) | ||||||||||||||||
| Balance as of December 31, 2021 | 156,647 | 9,000 | 4,549 | 5,783 | 547 | 176,526 | ||||||||||||||||||
| Accumulated Depreciation: | ||||||||||||||||||||||||
| Balance as of January 1, 2022 | 35,766 | 1,800 | 286 | 1,560 | 264 | 39,676 | ||||||||||||||||||
| Depreciation | 11,746 | — | 37 | 291 | 17 | 12,091 | ||||||||||||||||||
| Balance as of March 31, 2022 | 47,512 | 1,800 | 323 | 1,851 | 281 | 51,767 | ||||||||||||||||||
| Balance as of January 1, 2021 | 30,042 | — | 185 | 1,861 | 213 | 32,301 | ||||||||||||||||||
| Depreciation | 22,233 | — | 104 | 396 | 79 | 22,812 | ||||||||||||||||||
| Dispositions during the period | (5,172 | ) | — | (3 | ) | (148 | ) | (28 | ) | (5,351 | ) | |||||||||||||
| Transfer to assets held for sale | (10,026 | ) | — | — | — | — | (10,026 | ) | ||||||||||||||||
| Impairment | — | 1,800 | — | — | — | 1,800 | ||||||||||||||||||
| Impairment reversal | (1,311 | ) | — | — | (549 | ) | — | (1,860 | ) | |||||||||||||||
| Balance as of December 31, 2021 | 35,766 | 1,800 | 286 | 1,560 | 264 | 39,676 | ||||||||||||||||||
| Net book value as of | ||||||||||||||||||||||||
| March 31, 2022 | $ | 157,930 | $ | 7,200 | $ | 6,323 | $ | 9,091 | $ | 370 | $ | 180,914 | ||||||||||||
| December 31, 2021 | $ | 120,881 | $ | 7,200 | $ | 4,263 | $ | 4,223 | $ | 283 | $ | 136,850 | ||||||||||||
| b. | Assets held for sale |
During the year ended December 31, 2021, the Company ceased using the Antminer S9 miners and has plans to dispose of them within the next 12 months. Management determined that the Antminer S9 miners continue to meet the criteria to be classified as held for sale as at March 31, 2022.
10
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 6: PROPERTY, PLANT AND EQUIPMENT (Cont.)
| c. | Further details of the quantity and models of BVVE held by the Company are as follows : |
MicroBT Whatsminer (BTC)* | Bitmain S19j Pro | Innosilicon T3 & T2T (BTC)** | Canaan Avalon A10 (BTC) | Other Bitmain Antminers (BTC)*** | Total | |||||||||||||||||||
| Quantity as of January 1, 2022 | 18,675 | 7,172 | 6,446 | 1,024 | 8,073 | 41,390 | ||||||||||||||||||
| Additions during the period | 11,974 | — | — | — | — | 11,974 | ||||||||||||||||||
| Dispositions during the period | — | — | — | — | — | — | ||||||||||||||||||
| Quantity as of March 31, 2022 | 30,649 | 7,172 | 6,446 | 1,024 | 8,073 | 53,364 | ||||||||||||||||||
| * | Includes 4,311 M20S, 13,685 M30S, 6,742 M31S and 5,911 M31S+ miners |
| ** | Includes 5,082 T3 and 1,364 T2T miners |
| *** | Includes 1,645 Antminer T15 and 368 Antminer S15, and 6,060 Antminer S9 miners that were classified as assets held for sale as described in Note 6b. |
Included in the BVVE and electrical equipment listed above are right-of-use assets consisting of 3,000 Whatsminer M31S+ with a net book value of approximately $4,849 as described in Note 12.
NOTE 7: INTANGIBLE ASSETS
| Systems software | Favourable lease | Total | ||||||||||
| Cost: | ||||||||||||
| Balance as of January 1, 2022 | $ | 5,150 | $ | 1,800 | $ | 6,950 | ||||||
| Measurement period adjustment to business combination (Note 3) | — | 200 | 200 | |||||||||
| Balance as of March 31, 2022 | 5,150 | 2,000 | 7,150 | |||||||||
| Balance as of January 1, 2021 | 5,150 | — | 5,150 | |||||||||
| Additions through business combination (Note 3) | — | 1,800 | 1,800 | |||||||||
| Balance as of December 31, 2021 | 5,150 | 1,800 | 6,950 | |||||||||
| Accumulated amortization and impairment : | ||||||||||||
| Balance as of January 1, 2022 | 5,008 | 261 | 5,269 | |||||||||
| Amortization | 33 | 517 | 550 | |||||||||
| Balance as of March 31, 2022 | 5,041 | 778 | 5,819 | |||||||||
| Balance as of January 1, 2021 | 4,773 | — | 4,773 | |||||||||
| Amortization | 235 | 261 | 496 | |||||||||
| Balance as of December 31, 2021 | 5,008 | 261 | 5,269 | |||||||||
| Net book value as of | ||||||||||||
| March 31, 2022 | $ | 109 | $ | 1,222 | $ | 1,331 | ||||||
| December 31, 2021 | $ | 142 | $ | 1,539 | $ | 1,681 | ||||||
11
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 8: LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS, OTHER AND COMMITMENTS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| VAT receivable* | $ | 2,669 | $ | 2,067 | ||||
| Security deposits for energy, insurance and rent | 3,022 | 1,555 | ||||||
| Equipment and construction prepayments** | 94,224 | 83,059 | ||||||
| $ | 99,915 | $ | 86,681 | |||||
| * | See Note 17c for more details about the provision applied to the Argentine value-added tax (VAT) receivable. | |
| ** | The Company has deposits on BVVE and electrical components in the amount of $70,862, mainly for outstanding orders placed consisting of 48,000 Whatsminer miners with expected delivery in 2022. In addition, the Company has deposits for construction work and materials in the amount of $23,362, mainly for the Argentina expansion. The Company is exposed to counterparty risk through the significant deposits it places with suppliers of mining hardware to secure orders and delivery dates as well as deposits it places with constructions companies and suppliers of electrical components and construction materials. The risk of a supplier failing to meet its contractual obligations may result in late deliveries or long-term deposits and equipment and construction prepayments that are not realized. The Company attempts to mitigate this risk by procuring mining hardware from the larger more established suppliers and with whom the company has existing relationships and knowledge of their reputation in the market as well as insuring deposits placed for construction work and materials. |
The Company’s remaining payment obligations in connection with the 48,000 unit purchase agreement and an additional purchase agreement for 1,200 Antminer miners are outlined below:
| March 31, | ||||
| 2022 | ||||
| Three months ending June 30, 2022 | 51,276 | |||
| Three months ending September 30, 2022 | 28,391 | |||
| Three months ending December 31, 2022 | 13,890 | |||
| $ | 93,557 | |||
The Company will require additional sources of financing to meet the payment obligations included in the table above. As described in Note 1, if the Company were unable to obtain such financing, or the Bitcoin price and network difficulty were adversely impacted, then the Company may have difficulty meeting its payment obligations. If the Company were unable to meet its payment obligations, there could result in the loss of equipment prepayments and deposits paid by the Company under the purchase agreements and remedial legal measures taken against the Company which may include damages and forced continuance of the contractual arrangement. Under these circumstances, the Company’s growth plans and ongoing operations could be adversely impacted.
12
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 9: TRADE PAYABLES AND ACCRUED LIABILITIES
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Trade accounts payable and accrued liabilities | $ | 10,294 | $ | 9,873 | ||||
| Government remittances | 435 | 4,607 | ||||||
| $ | 10,729 | $ | 14,480 | |||||
NOTE 10: CREDIT FACILITY
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Revolving credit facility | $ | 100,000 | $ | 60,000 | ||||
| Interest payable on revolving credit facility | 592 | 2 | ||||||
| $ | 100,592 | $ | 60,002 | |||||
On December 30, 2021, the Company entered into a secured revolving credit facility up to $100,000 for a term of 6 months with Galaxy Digital LLC (the Facility Lender). The facility bears interest at a rate of 10.75% per annum with an unused fee of 0.75% per annum charged on the unused portion of the $100,000 facility. The facility is secured by Bitcoin, with the minimum value of Bitcoin pledged as collateral calculated as 143% of the amount borrowed. The Company is required to contribute additional collateral to the Facility Lender any time the value of the Bitcoin pledged as collateral is below 133% of the amount borrowed. The Company also has the right to require the Facility Lender to return any Bitcoin when the value of the Bitcoin pledged as collateral exceeds 143% of the amount borrowed. A substantial decrease in Bitcoin price may result in the Company being unable to meet the minimum Bitcoin collateral requirements, which could result in the disposition of the Company’s Bitcoin pledged as collateral by the Facility Lender, or repayment of the facility in fiat currency on demand. The Company is exposed to counterparty risk as it is reliant on the Facility Lender to return the Bitcoin collateral upon extinguishment of the credit facility.
This agreement contains a covenant where the ending balance of the Company’s net assets of any calendar month cannot decline by:
| a. | 25% or more compared to the previous month | |
| b. | 50% or more compared to three months ago | |
| c. | 50% or more compared to any calendar month in the immediately preceding calendar year |
As of April 30, 2022, the most recently completed calendar month, the Company was in compliance with all of the covenants described above.
During the three months ended March 31, 2022, the Company drew an additional $40,000 of the credit facility, bringing the total amount drawn to $100,000 as of March 31, 2022. The Company pledged 3,064 Bitcoin as collateral with a fair market value of $139,534 as of March 31, 2022. The pledged Bitcoin is held in a segregated Coinbase Custody account owned by the Facility Lender. Subsequent to the reporting date, an additional 1,870 BTC were held as collateral by the Facility Lender due to the decline in Bitcoin price.
13
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 11: LONG-TERM DEBT
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Equipment financing | 37,782 | 11,039 | ||||||
| Volta note payable | 84 | 128 | ||||||
| Total long-term debt | 37,866 | 11,167 | ||||||
| Less current portion of long-term debt | (23,204 | ) | (10,257 | ) | ||||
| Non-current portion of long-term debt | $ | 14,662 | $ | 910 | ||||
| a) | Equipment financing |
In February 2022, the Company entered into an equipment financing agreement for gross proceeds of $32,000 collateralized by 6,100 Bitmain S19j Pros referred to as “Blockfi Loan”. The net proceeds received by the Company were $30,994 after capitalizing origin, structuring and other transaction fees of $1,006.
Details of the equipment financing and the balance of the loans and the net book value (NBV) of their related collateral, as of March 31, 2022, are as follows:
| Maturity date | Rate | Monthly repayment | Long-term
debt balance | NBV
of Collateral | Collateral* | |||||||||||||||||
| Blockfills loan #1 | August 2022 | 22.2 | % | $ | 92 | $ | 404 | $ | 906 | 1,000 | ||||||||||||
| Blockfills loan #2 | September 2022 | 17.8 | % | 134 | 707 | 1,541 | 2,000 | |||||||||||||||
| Blockfills loan #3 | October 2022 | 18.6 | % | 67 | 396 | 876 | 1,000 | |||||||||||||||
| Foundry loan #1 | September 2022 | 18.6 | % | 540 | 3,088 | 7,070 | 1,465 | |||||||||||||||
| Foundry loan #2 | March 2023 | 16.5 | % | 100 | 1,016 | 1,740 | 300 | |||||||||||||||
| Foundry loan #3 | April 2023 | 16.5 | % | 94 | 1,030 | 1,450 | 300 | |||||||||||||||
| Foundry loan #4 | May 2023 | 16.5 | % | 106 | 1,258 | 1,703 | 400 | |||||||||||||||
| Blockfi loan | February 2024 | 18.1 | % | 1,530 | 29,883 | 39,290 | 6,100 | |||||||||||||||
| Total | $ | 2,663 | $ | 37,782 | $ | 54,576 | 12,565 | |||||||||||||||
| * | Represents the quantity of Whatsminers and Bitmain S19j Pros received in connection with the equipment financing and pledged as collateral for the related loan. |
14
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 12: LEASES
Set out below are the carrying amounts of the Company’s right-of-use assets and lease liabilities and their activity during the three months ended March 31, 2022:
| Leased premises | Vehicles | Other equipment | Total
ROU assets | Lease liabilities | ||||||||||||||||
| As at January 1, 2022 | $ | 9,038 | $ | 283 | $ | 76 | $ | 9,397 | $ | 13,573 | ||||||||||
| Additions and extensions to ROU assets | 1,841 | — | — | 1,841 | 1,838 | |||||||||||||||
| Depreciation | (376 | ) | (31 | ) | (9 | ) | (416 | ) | — | |||||||||||
| Payments | — | — | — | — | (1,354 | ) | ||||||||||||||
| Interest | — | — | — | — | 305 | |||||||||||||||
| Foreign exchange | — | — | — | — | 163 | |||||||||||||||
| As at March 31, 2022 | $ | 10,503 | $ | 252 | $ | 67 | $ | 10,822 | $ | 14,525 | ||||||||||
| Less current portion of lease liabilities | (4,421 | ) | ||||||||||||||||||
| Non-current portion of lease liabilities | $ | 10,104 | ||||||||||||||||||
The Company maintains one lease agreement for mining hardware, consisting of 3,000 Whatsminer M31S+, with a net book value of approximately $4,849, classified as property, plant and equipment under BVVE and electrical equipment as described in Note 6.
NOTE 13: INCOME TAXES
| a. | 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. The Company’s deferred tax liability as of March 31, 2022 was $11,323 and its deferred tax asset was $4,475.
| b. | Taxes included in profit or loss: |
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Current tax expense: | ||||||||
| Current year | $ | 4,065 | $ | 429 | ||||
| Prior year | (146 | ) | — | |||||
| Deferred tax expense: | ||||||||
| Current year | 2,519 | 241 | ||||||
| Prior year | — | — | ||||||
| $ | 6,438 | $ | 670 | |||||
In addition to the taxes included in profit or loss, a deferred tax recovery of $227 was recorded through equity as it related to expenses recorded as a reduction of equity in connection with the Company’s at-the-market equity program as described in Note 14.
15
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 13: INCOME TAXES (Cont.)
| c. | Effective tax rate for the three months ended March 31: |
| 2022 | ||||
| Income tax expense at statutory rate of 26.5% | $ | 2,904 | ||
| Increase in taxes resulting from: | ||||
| Foreign rate differential | 2,101 | |||
| Prior year | (146 | ) | ||
| Non-deductible expenses and other | 86 | |||
| Deferred tax asset not recognized | 1,493 | |||
| $ | 6,438 | |||
NOTE 14: SHARE CAPITAL
| Authorized | Issued and outstanding at | |||||||||
| March
31, 2022 | March
31, 2022 | December 31, 2021 | ||||||||
| Number of shares | ||||||||||
| Common shares of no par value | Unlimited | 201,626,602 | 194,805,893 | |||||||
Details of the outstanding warrants are as follows:
| 2022 | 2021 | |||||||||||||||
| Number
of warrants | Weighted average exercise price (USD) | Number
of warrants | Weighted
average exercise price (USD) | |||||||||||||
| Outstanding, January 1, | 19,427,797 | $ | 4.16 | 6,052,918 | $ | 0.41 | ||||||||||
| Granted | 25,000 | 3.47 | 28,119,071 | 2.76 | ||||||||||||
| Exercised | — | — | (20,748,601 | ) | 1.95 | |||||||||||
| Outstanding, March 31, | 19,452,797 | $ | 4.16 | 13,423,388 | $ | 2.96 | ||||||||||
The weighted average contractual life of the warrants as at March 31, 2022 was 2.2 years (March 31, 2021: 3.3 years).
Garlock Acquisition
During the three months ended March 31, 2022, the Company acquired a building in Quebec referred to as “Garlock” in exchange for $1,783 and 25,000 warrants granted with a strike price of $3.47USD that have a contractual life of 2 years.
16
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 14: SHARE CAPITAL (Cont.)
At-The-Market Equity Program
Bitfarms commenced an at-the-market equity program on August 16, 2021, 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 proceeds of up to $500,000. During the year ended December 31, 2021, the Company issued 23,922,928 common shares in exchange for gross proceeds of $150,296 at an average share price of approximately $6.28USD. The Company received net proceeds of $145,601 after paying commissions of $4,509 to the Company’s agent, in addition to $186 of other transaction fees. During the three months ended March 31, 2022, the Company issued 6,820,709 common shares in exchange for gross proceeds of $27,183 at an average share price of approximately $3.99USD. The Company received net proceeds of $26,289 after paying commissions of $815 to the Company’s agent and $78 in other transaction costs.
NOTE 15: TRANSACTIONS AND BALANCES WITH RELATED PARTIES
| a. | Balances with related parties: |
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Trade payables and accrued liabilities: | ||||||||
| Directors’ remuneration | $ | — | $ | 19 | ||||
| Director and senior management incentive plan | 113 | 1,465 | ||||||
| $ | 113 | $ | 1,484 | |||||
| Lease liabilities: | ||||||||
| Companies controlled by directors | $ | 1,280 | $ | 1,357 | ||||
Amounts due to related parties, other than lease liabilities, are unsecured, non-interest bearing and payable on demand.
| b. | Transactions with related parties during the three months ended March 31, 2022: |
| 1. | The Company made rent payments totaling approximately $121 for the three months ended March 31, 2022, (for the three months ended March 31, 2021: $116) to companies controlled by certain directors. The rent payments were classified as interest included in financial expenses and principal repayment of lease liabilities. | |
| 2. | The Company entered into consulting agreements with two directors. The consulting fees totaled approximately $200 for the three months ended March 31, 2022 (for the three months ended March 31, 2021: $124). |
17
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 15: TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Cont.)
The transactions described above were incurred in the normal course of operations. These transactions are included in consolidated statements of profit or loss and comprehensive profit and loss as follows:
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| General and administrative expenses | $ | 200 | $ | 124 | ||||
| Net financial expenses (income) | 27 | 33 | ||||||
| $ | 227 | $ | 157 | |||||
NOTE 16: SHARE-BASED PAYMENT
The share-based payment expense recognized in the financial statements for employee services received is as follows:
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Equity-settled share-based payment plans | $ | 6,105 | $ | 420 | ||||
The share-based payment transactions entered into between the Company and its employees and service providers during the three months ended March 31, 2022 are described below. During the three months ended March 31, 2022, the Board of Directors approved stock option grants to purchase 120,000 common shares in accordance with the stock option plan adopted on May 18, 2021. All options issued to employees become exercisable when they vest and can be exercised for a period of 5 years from the date of the grant.
The inputs used to value the option grants using the Black-Scholes model are as follows:
Grant date | March
31, 2022 | |||
| Dividend yield (%) | — | |||
| Expected share price volatility (%) | 105 | % | ||
| Risk-free interest rate (%) | 2.49 | % | ||
| Expected life of stock options (years) | 3 | |||
| Share price (CAD) | 4.71 | |||
| Exercise price (CAD) | 4.71 | |||
| Fair value of options (USD) | 2.40 | |||
| Vesting period (years) | 1.5 | |||
| Quantity of options granted | 120,000 | |||
18
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 16: SHARE-BASED PAYMENT (Cont.)
Details of the outstanding stock options are as follows:
| Three months ended March 31, 2022 | ||||||||
| Number of Options | Weighted Average Exercise Price ($CAD) | |||||||
| Outstanding, January 1, | 12,546,733 | 5.06 | ||||||
| Granted | 120,000 | 4.71 | ||||||
| Exercised | (55,000 | ) | 0.42 | |||||
| Outstanding, March 31, | 12,611,733 | 5.08 | ||||||
| Exercisable, March 31, | 5,875,558 | 4.45 | ||||||
The weighted average contractual life of the stock options as at March 31, 2022 was 4.2 years (March 31, 2021: 3.7 years).
NOTE 17: ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS
| a. | Additional details to the components of cost of sales are as follows: |
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Energy and infrastructure | $ | 9,590 | $ | 5,469 | ||||
| Depreciation and amortization | 13,066 | 3,008 | ||||||
| Purchases of electrical components | 307 | 256 | ||||||
| Electrician salaries and payroll taxes | 329 | 387 | ||||||
| $ | 23,292 | $ | 9,120 | |||||
| b. | Additional details to the components of general and administrative expenses are as follows: |
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Salaries and share based payment | $ | 7,660 | $ | 1,299 | ||||
| Professional services | 2,123 | 985 | ||||||
| Advertising and promotion | 50 | 2 | ||||||
| Insurance, duties and other | 3,565 | 447 | ||||||
| Travel, motor vehicle and meals | 315 | 27 | ||||||
| Hosting and telecommunications | 130 | 59 | ||||||
| $ | 13,843 | $ | 2,819 | |||||
19
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 17: ADDITIONAL DETAILS TO THE STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE PROFIT OR LOSS (Cont.)
| c. | Additional details to the components of net financial expenses (income) are as follows: |
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Loss on revaluation of warrants | $ | — | $ | 19,524 | ||||
| Loss on embedded derivative | — | 2,641 | ||||||
| Gain on disposition of marketable securities* | (10,937 | ) | — | |||||
| Loss (gain) on currency exchange | 858 | (322 | ) | |||||
| Interest on credit facility and long-term debt | 2,705 | 474 | ||||||
| Interest on lease liabilities | 305 | 424 | ||||||
| Warrant issuance costs | — | 668 | ||||||
| Provision on VAT receivable** | 2,919 | — | ||||||
| Other financial expenses | 67 | 16 | ||||||
| $ | (4,083 | ) | $ | 23,425 | ||||
| * | During the three months ended March 31, 2022, the Company has continued to fund its expansion in Argentina through the acquisition of marketable securities and in-kind contribution of these securities to a subsidiary in Argentina that it controls. The subsequent disposition of these marketable securities in exchange for Argentine Pesos gave rise to a gain as the amount received in Pesos exceeds the amount of Pesos the Company would have received from a direct foreign currency exchange. | |
| ** | The Argentine VAT is not expected to be settled within the next 12 months and therefore it has been classified as long-term in Note 8. The Company has recorded a provision on this VAT receivable, which is classified within net financial expenses (income) during the three months ended March 31, 2022. Historically, ARS has devalued significantly when compared to USD due to high levels of inflation in Argentina, which may result in the Company recording future foreign exchange losses on its Argentina VAT receivable. |
| d. | Earnings per share: |
For the three months ended March 31, 2021, potentially dilutive securities have not been included in the calculation of diluted earnings (loss) per share because their effect is antidilutive. The additional potentially dilutive securities that would have been included in the calculation for diluted earnings per share had their effect not been anti-dilutive, for the three months ended March 31, 2021, would have been approximately 25,142,000.
20
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 18: GEOGRAPHICAL INFORMATION
| a. | Revenues |
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Canada | $ | 29,926 | $ | 28,132 | ||||
| USA | 9,805 | 300 | ||||||
| Paraguay | $ | 598 | $ | — | ||||
| $ | 40,329 | $ | 28,432 | |||||
| b. | Property, Plant And Equipment |
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Canada | $ | 124,919 | $ | 83,402 | ||||
| USA | 46,976 | 51,672 | ||||||
| Argentina | 6,406 | 665 | ||||||
| Paraguay | 2,613 | 1,111 | ||||||
| $ | 180,914 | $ | 136,850 | |||||
NOTE 19: ADDITIONAL DETAILS TO THE STATEMENT OF CASH FLOWS
| Three
months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Changes in working capital components: | ||||||||
| Decrease in trade receivables, net | $ | 369 | $ | 73 | ||||
| Decrease (increase) in other current assets | 629 | (3,008 | ) | |||||
| Decrease (increase) in long-term deposits | (4,988 | ) | 27 | |||||
| Increase (decrease) in trade payables and accrued liabilities | (4,262 | ) | 588 | |||||
| Decrease in taxes payable | (183 | ) | (241 | ) | ||||
| $ | (8,435 | ) | $ | (2,561 | ) | |||
| Significant non-cash transactions: | ||||||||
| Addition of right-of-use assets, property, plant and equipment and related lease liabilities | $ | 1,838 | $ | 5,626 | ||||
| Purchase of property, plant and equipment financed by short-term credit | $ | 3,262 | $ | 490 | ||||
| Extinguishment of warrant liability and long-term debt through share issuance | $ | — | $ | 24,322 | ||||
| Equipment prepayments realized as additions to property, plant and equipment | $ | 33,972 | $ | — | ||||
| Deferred tax recovery related to equity issuance costs | $ | 227 | $ | — | ||||
21
BITFARMS LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except for data relating to quantity of PPE, shares, warrants and digital assets)
NOTE 20: SUBSEQUENT EVENTS
At-The-Market Equity Program
During the period from April 1, 2022, to May 13, 2022, the Company issued 1,488,467 common shares in exchange for gross proceeds of $4,698 at an average share price of approximately 3.16 USD. The Company received net proceeds of $4,551 after paying commissions of $147 to the Company’s agent. See Note 14 for further details to the Company’s at-the-market equity program.
Extension of lease in Saint-Hyacinthe
On April 1, 2022, the Company signed a lease extension for its facility in Saint-Hyacinthe, Quebec for 5 years with monthly payments totaling $31 ($38,667 CAD) which is expected to take effect in October 2022.
22
Exhibit 99.2
| Bitfarms Ltd. Management’s Discussion and Analysis |  |
Contents
|
Introduction |
2 |
| Company Overview | 2 |
| Consolidated Results of Operations | 3 |
| Selected Quarterly Information | 6 |
| Reconciliation of Non-IFRS measures | 7 |
| Geographical Information | 8 |
| Revenues | 8 |
| Property, plant and equipment | 8 |
| Liquidity and Capital Resources | 8 |
| Cash Flows | 8 |
| Working Capital | 9 |
| Capital Resources | 9 |
| Off-Balance Sheet Arrangements | 12 |
| Share Capital | 12 |
| Financial Instruments & Risks | 14 |
| Risk Factors | 17 |
| Related Party Transactions | 17 |
| Recent and Subsequent Events | 18 |
| Caution Regarding Forward-Looking Statements | 18 |
| Caution Regarding Non-IFRS Financial Performance Measures | 20 |
| Internal Controls | 21 |
| Additional Information | 21 |
| Glossary of Terms | 21 |
1
| Bitfarms Ltd. Management’s Discussion and Analysis | |
Introduction
The following Management’s Discussion and Analysis (the “MD&A”) for Bitfarms Ltd. (together with its subsidiaries, the “Company” or “Bitfarms”), dated May 16, 2022, should be read in conjunction with the Company’s first quarter 2022 unaudited interim period condensed consolidated financial statements and its accompanying notes, and the 2021 audited annual consolidated financial statements and its accompanying notes. In addition, the MD&A should be read in conjunction with the Company’s Annual Information Form dated March 28, 2022, which, along with the financial statements, is available on SEDAR at www.sedar.com.
The Company’s first quarter 2022 unaudited interim period condensed consolidated financial statements and the accompanying notes have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including IAS 34. The Company’s first quarter 2022 unaudited interim period condensed consolidated financial statements and this MD&A are reported in thousands of US dollars and US dollars, respectively, except where otherwise noted.
The Company utilizes a number of non-IFRS measures in assessing operating performance. Non-IFRS financial performance measures exclude the impact of certain items and are used internally when analyzing operating performance. Please refer to the “Caution Regarding Non-IFRS Financial Performance Measures” section of this MD&A for more information. This MD&A contains various terms related to the Company’s business and industry which are defined in the Glossary of Terms section of this MD&A.
Company Overview
The Company’s operations are predominantly in Canada and the United States, with new operations having commenced in Paraguay in 2022 and construction of a new facility having commenced in Argentina in 2021. Bitfarms owns and operates server farms, comprised of computers (referred to as a “Miners”) designed for the purpose of validating transactions, primarily on the Bitcoin Blockchain. The Miners operate 24 hours a day and revenue is earned from Block Rewards and transaction fees issued in the form of cryptocurrencies by the Bitcoin network. The Company contributes its Hashrate, which is used to validate transactions (referred to as “Mining”) to a Mining Pool in exchange for cryptocurrency tokens. Bitfarms accumulates its mined cryptocurrencies or exchanges them for U.S. dollars, as needed, through reputable and established cryptocurrency trading platforms. 9159-9290 Quebec Inc. (Volta), a wholly-owned subsidiary, assists Bitfarms in building and maintaining its server farms and provides electrician services to both commercial and residential customers in Quebec.
Bitfarms operates seven server farm facilities in Quebec, Canada, with electrical infrastructure capacity of 110 MW for Mining Bitcoin. The Company has contracts securing an aggregate of 160 MW of hydro-electric green energy in Quebec. On November 9, 2021, the Company acquired a Mining facility powered by hydro-electricity with a maximum capacity of up to 24 MW in Washington state as described in note 3 of the first quarter 2022 unaudited interim period condensed consolidated financial statements. The Company is currently operating 17 MW of electrical infrastructure and is in the process of upgrading the facility as described in the Washington Expansion section of this MD&A. In January 2022, the Company began operating a server farm facility in Paraguay, with electrical infrastructure of 10 MW powered by hydro-electric green energy. During 2021, the Company also secured 210 MW of natural gas-powered energy in Argentina and commenced the design, construction and procurement of infrastructure equipment for a mining facility at the energy source.
In addition, Bitfarms owns proprietary software that is used to control, manage, report and secure its Mining operations. The software scans and reports the location, computing power and temperature of all Miners to allow the Company to monitor performance and ensure Miners are operating at maximum capacity and up-time.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Consolidated Results of Operations
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Revenues | 40,329 | 28,432 | 11,897 | 42 | % | |||||||||||
| Cost of sales | 23,292 | 9,120 | 14,172 | 155 | % | |||||||||||
| Gross profit | 17,037 | 19,312 | (2,275 | ) | (12 | )% | ||||||||||
| Gross margin | 42 | % | 68 | % | — | — | ||||||||||
| General and administrative expenses | 13,843 | 2,819 | 11,024 | 391 | % | |||||||||||
| Loss on disposition of digital assets | 34 | 22 | 12 | 55 | % | |||||||||||
| Gain on revaluation of digital assets | (3,702 | ) | — | (3,702 | ) | (100 | %) | |||||||||
| Gain on disposition of property, plant and equipment | (12 | ) | (19 | ) | 7 | (37 | %) | |||||||||
| Operating income | 6,874 | 16,490 | (9,616 | ) | (58 | )% | ||||||||||
| Operating margin | 17 | % | 58 | % | — | — | ||||||||||
| Net financial expenses (income) | (4,083 | ) | 23,425 | (27,508 | ) | (117 | %) | |||||||||
| Net income (loss) before income taxes | 10,957 | (6,935 | ) | 17,892 | 258 | % | ||||||||||
| Income tax expense | 6,438 | 670 | 5,768 | 861 | % | |||||||||||
| Net income (loss) | 4,519 | (7,605 | ) | 12,124 | 159 | % | ||||||||||
| Basic earnings (loss) per share (in U.S dollars) | 0.02 | (0.06 | ) | — | — | |||||||||||
| Diluted earnings (loss) per share (in U.S dollars) | 0.02 | (0.06 | ) | — | — | |||||||||||
| Revaluation gain on digital assets (net of tax) | — | 5,128 | (5,128 | ) | (100 | %) | ||||||||||
| Total comprehensive income (loss) | 4,519 | (2,477 | ) | 6,996 | 282 | % | ||||||||||
| Gross mining profit (1) | 30,140 | 22,267 | 7,873 | 35 | % | |||||||||||
| Gross mining margin (1) | 76 | % | 80 | % | — | — | ||||||||||
| EBITDA (1) | 27,033 | (3,029 | ) | 30,062 | 992 | % | ||||||||||
| EBITDA margin (1) | 67 | % | (11 | %) | — | — | ||||||||||
| Adjusted EBITDA (1) | 32,343 | 19,701 | 12,642 | 64 | % | |||||||||||
| Adjusted EBITDA margin (1) | 80 | % | 69 | % | — | — | ||||||||||
| nm: | not meaningful |
| 1 | Gross mining profit, Gross mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, are non-IFRS performance measures; refer to the Non-IFRS Financial Performance Measures section of this MD&A. |
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
First Quarter 2022 Financial Results and Operational Highlights:
| ● | Revenues of $40.3 million; gross profit of $17.0 million (42% gross margin), operating income of $6.9 million (17% operating margin), and net income of $4.5 million; | |
| ● | Gross mining profit1 of $30.1 million (76% gross mining margin); | |
| ● | Adjusted EBITDA1 of $32.3 million (80% Adjusted EBITDA margin) | |
| ● | EBITDA1 of $27.0 million (67% EBITDA margin); | |
| ● | Mined 961 Bitcoin with an average cost of $8,700 per Bitcoin2 and held 5,244 Bitcoin valued at approximately $238.8 million as of March 31, 2022; | |
| ● | Increased Hashrate from 2.24 EH/s to 2.73 EH/s through the acquisition and installation of approximately 5,000 MicroBT Whatsminers. The Hashrate was further increased to 3.3 EH/s by the end of April 2022; | |
| ● | Drew an additional $40.0 million of the credit facility, bringing the total amount drawn to $100.0 million, with 3,064 of the Company’s 5,244 Bitcoin pledged as collateral as of March 31, 2022; | |
| ● | Secured new equipment financing providing net proceeds of $31.0 million; | |
| ● | Completed construction of the first phase of the Bunker facility adding 12 MW of power capacity; | |
| ● | Acquired the Garlock property, the last building needed to complete the Sherbrooke Expansion; | |
| ● | Uplisted to the Toronto Stock Exchange (“TSX”) from the TSX Venture Exchange on April 8, 2022; and | |
| ● | Raised $26.3 million of net proceeds through the Company’s at-the-market equity program, used mainly to meet payment commitments on orders of 49,200 miners, with expected deliveries throughout 2022. |
Revenues
Revenues were $40.3 million for the three month period ended March 31, 2022 (“Q1 2022”) compared to $28.4 million for the same three month period in 2021 (“Q1 2021”).
| (U.S. $ in thousands except where indicated) | Note | Bitcoin | (USD) | % Change | ||||||||||||
| Revenues, including Volta, during the three-month period ended March 31, 2021 | 598 | 28,432 | — | |||||||||||||
| Impact of increase in average Bitfarms’ Bitcoin Hashrate in excess of the increase in difficulty during Q1 2022 as compared to Q1 2021 | 1 | 363 | 16,496 | 58 | % | |||||||||||
| Impact of difference in average Bitcoin price in Q1 2022 as compared to Q1 2021 | 2 | (3,942 | ) | (14 | )% | |||||||||||
| Other mining variance and change in Volta and hosting revenues | (657 | ) | (2 | )% | ||||||||||||
| Revenues for three months ended March 31, 2022 | 961 | 40,329 | 42 | % | ||||||||||||
| Notes | |
| 1 | Calculated as the difference in Bitcoin mined in Q1 2022 compared to Q1 2021 multiplied by Q1 2021 average Bitcoin price |
| 2 | Calculated as the difference in average Bitcoin price in Q1 2022 compared to Q1 2021 multiplied by Bitcoin mined in Q1 2022 |
The most significant factors impacting the increase in Bitfarms’ revenues in Q1 2022, compared to Q1 2021, are presented in the table above. Revenues increased mostly due to the increase in Bitfarms’ Hashrate in excess of the increase in network difficulty, offset by the decrease in average Bitcoin price.
| 1 | Gross mining profit, Gross mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, are non-IFRS performance measures; refer to the Non-IFRS Financial Performance Measures section of this MD&A. |
| 2 | Represents the direct cost of Bitcoin based on the total electricity costs and, where applicable, hosting costs related to the Mining of Bitcoin, excluding electricity consumed by hosting clients, divided by the total number of Bitcoin mined. |
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Cost of Sales
Bitfarms’ cost of sales for Q1 2022 was $23.3 million compared to $9.1 million in Q1 2021. Cost of sales includes energy and infrastructure expenses, depreciation and amortization, electrician salaries and payroll taxes and purchases of electrical components. The increase in cost of sales was mainly due to the increase in energy and infrastructure expenses and non-cash depreciation and amortization expense. Energy and infrastructure expenses increased by $4.2 million, or 78%, partially due to the Company adding new Miners, which increased electricity utilization to an average of 94 MW during the quarter, compared to 59 MW for the same period in 2021, resulting in an increase in electricity costs of $3.3 million. The Company also invested additional resources to repair existing Mining hardware and upgrade existing facilities which added $0.6 million to energy and infrastructure expenses in Q1 2022 compared to the same quarter in the prior year. Depreciation and amortization expense increased by $10.0 million as the Company added new Miners and electrical infrastructure. The remaining difference is mainly due to the Company terminating its hosting agreements under which a third party operated the Company’s equipment, reducing energy and infrastructure costs by $0.2 million in Q1 2022 compared to Q1 2021.
General & Administrative Expenses
Bitfarms’ general and administrative expenses were $13.8 million in Q1 2022 compared to $2.8 million in Q1 2021. The increase of $11.0 million, or 393%, in general and administrative expense was mainly due to a non-cash $5.7 million increase in share based payment expense in connection with the Company’s grants of stock options subsequent to Q1 2021. In Q1 2022, the Company incurred $1.9 million of shipping costs and duties when transferring its older generation miners from Canada to Paraguay. Other factors contributing to the increase in general and administrative expenses in Q1 2022 compared to Q1 2021 were a $1.1 million increase in professional and other fees, mainly in connection with the consulting agreement with the previous owner of the Mining facility in Washington state, legal fees in connection with the Company’s ongoing compliance as a result of its Nasdaq listing, TSX uplisting and at-the-market offering and increased public and investor relations activities. The company also incurred a $0.7 million increase in salaries expense as a result of implementing incentive plans and hiring additional employees to support its international expansion. The Company’s insurance expense also increased by $1.1 million as a result of an appreciation in the insurable value of the Company’s assets and increased industry-specific insurance premiums, as well as greater corporate liability in connection with the Company’s Nasdaq listing. In Q1 2022, the Company incurred $0.2 million more of non-refundable taxes and duties compared to Q1 2021.
Net financial income and expenses
Bitfarms’ net financial income for Q1 2022 was $4.1 million compared to net financial expenses of $23.4 million in Q1 2021. The $27.5 million change was primarily related to a $19.5 million loss on the revaluation of warrants related to Private Placement closed on January 7, 2021 and the Dominion loan in Q1 2021, which were exercised in Q1 2021 and not applicable in Q1 2022, in addition to a loss on embedded derivative of $2.6 million in Q1 2021 that no longer existed in Q1 2022. The increase of $2.2 million in interest on credit facility and long-term debt in Q1 2022, compared to the same period last year, was mostly due to the Galaxy Digital credit facility which commenced on December 30, 2021. The increase in net financial income included a $10.9 million gain on disposition of marketable securities, mainly related to the funding of the Argentina Expansion, that did not exist in Q1 2021. The Company has funded its expansion in Argentina through the acquisition of marketable securities and in-kind contribution of these securities to a company in Argentina that it controls. The subsequent disposition of these marketable securities in exchange for Argentine Pesos gave rise to a gain as the amount received in Pesos that exceeded the amount of Pesos the Company would have received from a direct foreign currency exchange. Offsetting the gain on disposition of marketable securities was the provision on the Argentina VAT receivable of $2.9 million in Q1 2022, which did not exist in Q1 2021.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Selected Quarterly Information
| (U.S. $ in thousands except earnings per share) | Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | Q4 2020 | Q3 2020 | Q2 2020* | ||||||||||||||||||||||||
| Revenues | 40,329 | 59,598 | 44,774 | 36,687 | 28,432 | 11,324 | 6,795 | 7,372 | ||||||||||||||||||||||||
| Net income (loss) | 4,519 | 9,677 | 23,733 | (3,675 | ) | (7,605 | ) | (5,374 | ) | (4,761 | ) | (3,730 | ) | |||||||||||||||||||
| Basic net earnings (loss) per share | 0.02 | 0.05 | 0.14 | (0.02 | ) | (0.06 | ) | (0.06 | ) | (0.06 | ) | (0.04 | ) | |||||||||||||||||||
| * | The Bitcoin Halving Event occurred on May 11, 2020, during Q2 2020. |
| (U.S. $ in thousands except where indicated) | Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | Q4 2020 | Q3 2020 | Q2 2020* | ||||||||||||||||||||||||
| Net income (loss) before income taxes | 10,957 | 17,937 | 34,706 | (3,071 | ) | (6,935 | ) | (5,090 | ) | (4,761 | ) | (3,734 | ) | |||||||||||||||||||
| Interest expense | 3,010 | 837 | 788 | 897 | 898 | 1,756 | 1,563 | 1,400 | ||||||||||||||||||||||||
| Depreciation and amortization expense | 13,066 | 10,287 | 6,261 | 4,920 | 3,008 | 2,834 | 2,924 | 2,750 | ||||||||||||||||||||||||
| EBITDA | 27,033 | 29,061 | 41,755 | 2,746 | (3,029 | ) | (500 | ) | (274 | ) | 416 | |||||||||||||||||||||
| Share based payment | 6,105 | 10,036 | 5,787 | 6,342 | 420 | 403 | 534 | 254 | ||||||||||||||||||||||||
| Loss (gain) on revaluation of digital assets | (3,702 | ) | 3,869 | (13,893 | ) | 14,885 | — | — | — | — | ||||||||||||||||||||||
| Impairment on property, plant and equipment | — | 1,800 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Impairment reversal on property, plant and equipment | — | — | (1,860 | ) | — | — | — | — | — | |||||||||||||||||||||||
| Net financial expenses (income) and other | 2,907 | (753 | ) | 70 | (146 | ) | 22,310 | 3,653 | 105 | 765 | ||||||||||||||||||||||
| Adjusted EBITDA | 32,343 | 44,013 | 31,859 | 23,827 | 19,701 | 3,556 | 365 | 1,435 | ||||||||||||||||||||||||
While the Bitcoin mining industry experiences volatility, it is typically not subject to seasonality. Seasonal fluctuations in electricity supply, however, may impact the Company’s operations. The majority of the Company’s operations during the above periods were in Quebec, where power was sourced directly from Hydro-Quebec, Hydro-Magog and Hydro-Sherbrooke. The Company also had operations in Washington state which were powered by the Grant County Power Utility District and had operations in Paraguay which were powered by Compañia de Luz y Fuerza S.A. Among other phenomenon, changing weather in Quebec, Washington state, Paraguay or other jurisdictions where the Company intends to operate may impact seasonal electricity needs, and periods of extreme cold or extreme hot weather may thus contribute to service interruptions in cryptocurrency mining operations.
For Q1 2022 details, refer to the Revenues section, Cash Flows included in the Liquidity and Capital Resources section and Washington Expansion and Paraguay Expansion included in the Capital Resources section of the MD&A.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Reconciliation of Non-IFRS measures
The Company utilizes a number of non-IFRS measures in assessing operating performance. Non-IFRS financial performance measures exclude the impact of certain items and are used internally when analyzing operating performance. Please refer to the “Caution Regarding Non-IFRS Financial Performance Measures” section of this MD&A for more information.
Reconciliation of Consolidated Net Income (loss) to EBITDA and Adjusted EBITDA
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Net income (loss) before income taxes | 10,957 | (6,935 | ) | 17,892 | 258 | % | ||||||||||
| Interest expense | 3,010 | 898 | 2,112 | 235 | % | |||||||||||
| Depreciation and amortization expense | 13,066 | 3,008 | 10,058 | 334 | % | |||||||||||
| EBITDA | 27,033 | (3,029 | ) | 30,062 | 992 | % | ||||||||||
| Share based payment | 6,105 | 420 | 5,685 | nm | ||||||||||||
| Gain on revaluation of digital assets | (3,702 | ) | — | (3,702 | ) | (100 | %) | |||||||||
| Net financial expenses and other | 2,907 | 22,310 | (19,403 | ) | (87 | %) | ||||||||||
| Adjusted EBITDA | 32,343 | 19,701 | 12,642 | 64 | % | |||||||||||
Calculation of Gross Mining Profit & Gross Mining Margin
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Gross profit | 17,037 | 19,312 | (2,275 | ) | (12 | )% | ||||||||||
| Non-mining revenues (1) | (604 | ) | (696 | ) | 92 | (13 | )% | |||||||||
| Depreciation and amortization expense | 13,066 | 3,008 | 10,058 | 334 | % | |||||||||||
| Purchases of electrical components and other | 312 | 256 | 56 | 22 | % | |||||||||||
| Electrician salaries and payroll taxes | 329 | 387 | (58 | ) | (15 | )% | ||||||||||
| Gross mining profit (2) | 30,140 | 22,267 | 7,873 | 35 | % | |||||||||||
| Gross mining margin | 76 | % | 80 | % | — | — | ||||||||||
(1) Non-mining revenues reconciliation:
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Revenues | 40,329 | 28,432 | 11,897 | 42 | % | |||||||||||
| Less mining related revenues for the purpose of calculating gross mining margin: | ||||||||||||||||
| Mining revenues | (39,725 | ) | (27,190 | ) | (12,535 | ) | 46 | % | ||||||||
| Hosting revenues | — | (546 | ) | 546 | 100 | % | ||||||||||
| Non-mining revenues | 604 | 696 | (92 | ) | (13 | )% | ||||||||||
| (2) | “Gross mining profit” is defined as Gross profit excluding depreciation and amortization and other minor items included in cost of sales that do not directly relate to mining related activities. “Gross mining margin” is defined as the percentage obtained when dividing Gross mining profit by Revenues from mining related activities. |
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Geographical Information
Revenues
Bitfarms’ revenues were $40.3 million in Q1 2022, compared to $28.4 million in Q1 2021. The increase of $11.9 million, or 42%, in revenues was mainly due to US-based revenues of $9.8 million during Q1 2022 compared to $0.3 million in Q1 2021 from the Washington expansion. Revenues in Canada increased by $1.8 million Q1 2022 when compared to the same period in the previous year. Further adding to the increase of revenues were the Paraguay revenues of $0.6 million in Q1 2022 compared to $nil in Q1 2021. For further details of the global increase in revenues, see the revenue reconciliation performed in the Consolidated Results of Operations section above.
Property, plant and equipment
As at March 31, 2022, Bitfarms had a property, plant and equipment (“PPE”) of $180.9 million compared to a $136.9 million as at December 31, 2021. The increase of $44.0 million, or 32% was primarily due to a $41.5 million increase of PPE in Canada, mainly relating to the delivery of approximately 12,000 miners from the Company’s 48,000 unit order and was offset by a $4.7 million decrease of PPE in the US mostly due to depreciation expense incurred. In Q1 2022, used miners from Canada were transferred to Paraguay explaining the majority of the PPE increase of $1.5 million in Paraguay. Bitfarms also added PPE of $5.7 million with the expansion in Argentina.
Liquidity and Capital Resources
As discussed below, the Company’s financing strategy involves utilizing short-term debt, long-term debt and equity instruments. The Company anticipates requiring additional funds to complete its growth plans discussed in the Expansions section of this MD&A.
Although the Company operates through subsidiaries, there are no material legal or practical restrictions on the ability of the subsidiaries to transfer funds to the Company.
Cash Flows
| (U.S. $ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Cash, beginning of the period | 125,595 | 5,947 | 119,648 | nm | ||||||||||||
| Cash flows from (used in): | ||||||||||||||||
| Operating activities | (29,232 | ) | (8,436 | ) | (20,796 | ) | 247 | % | ||||||||
| Investing activities | (111,010 | ) | (28,746 | ) | (82,264 | ) | 286 | % | ||||||||
| Financing activities | 91,940 | 84,264 | 7,676 | 9 | % | |||||||||||
| Exchange rate differences on currency translation | 1 | 4 | (3 | ) | (75 | %) | ||||||||||
| Cash, end of the period | 77,294 | 53,033 | 24,261 | 46 | % | |||||||||||
Cash Flows used in Operating Activities
Cash flows used in operating activities increased by $20.8 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The Company incurred negative operating cash flows due to the Bitcoin retention program beginning January 2021 which led to 5,244 Bitcoin being held as of March 31, 2022 rather than being converted into fiat currency. The decrease in net cash flows from operating activities was primarily driven by higher energy and infrastructure costs, higher cash general & administrative expenses, taxes paid and additional long-term deposits placed in connection with the Company’s expansions.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Cash Flows used in Investing Activities
Cash flows used in investing activities increased by $82.3 million during the three months ended March 31, 2022, compared to three months ended March 31, 2021. This was primarily due to $22.6 million of net additions to PPE in Q1 2022 for Miners and infrastructure buildout compared to $6.9 million of net additions in Q1 2021. In addition, $43.2 million was used to purchase 1,000 Bitcoin as well as $45.1 million in advanced payments made on new PPE, mostly related to securing the delivery of 48,000 MicroBT Miners and 1,200 Bitmain Miners for delivery throughout 2022, as well as construction deposits relating to the Argentina expansion.
Cash Flows from Financing Activities
Cash flows from financing activities increased by $7.7 million during the three months ended March 31, 2022, compared to three months ended March 31, 2021. This was primarily due to $40.0 million proceeds from the new credit facility, $31.0 million of proceeds from new long-term debt and $26.3 million of net proceeds from the Company’s at-the-market equity program. These proceeds were partially offset by payments relating to long-term debt and lease liabilities of approximately $4.3 million and $1.0 million, respectively. In Q1 2021, $57.5 million was raised from the issuance of common shares and warrants and $41.2 million was raised from the exercise of warrants and stock options. These proceeds were offset by long-term debt and lease repayments of $13.4 million and $1.1 million, respectively, including the repayment of the Dominion loan.
Working Capital
As at March 31, 2022, Bitfarms had working capital of $180.9 million which is comparable to working capital of $185.9 million as at December 31, 2021.
Capital Resources
Bitfarms’ capital management objective is to provide the financial resources that will enable the Company to maximize the return to its shareholders while optimizing its cost of capital. In order to achieve this objective, the Company monitors its capital structure and makes adjustments as required in light of changes in economic conditions and the risks to which the Company is exposed. The Company’s strategy for achieving this objective is to maintain a flexible capital structure that optimizes the cost of capital at an acceptable level of risk, to preserve its ability to meet financial obligations as they come due, and to ensure the Company has sufficient financial resources to fund its organic and acquisitive growth.
The Company presently anticipates that additional financing will be required to complete the required remaining payments on its order of 48,000 Miners scheduled for delivery throughout 2022 and to complete construction of the Argentina and Sherbrooke expansions which are necessary for the Company to meet its objective of generating 8.0 Exahash of computing power by the end of 2022. The Company also anticipates that additional financing will be required to purchase the miners required to utilize its maximum capacity. In order to achieve these business objectives, the Company may liquidate or borrow against the Bitcoin that have been accumulated as of the date hereof as well as Bitcoin generated from ongoing operations, which may or may not be possible on commercially attractive terms.
Bitfarms may manage its capital structure by issuing equity, obtaining loan financing, adjusting capital spending, or disposing of assets. Refer to the Commitments and Liquidity Risk section of this MD&A for more details.
Bitcoin Retention Program
In early January 2021, the Company implemented a Bitcoin retention program pursuant to which the Company has added 3,301 Bitcoin to its balance sheet during the year ended December 31, 2021 and 1,943 during the three months ended March 31, 2022, including the purchase of 1,000 Bitcoin, for a total of 5,244 Bitcoin valued at approximately $238.8 million based on a Bitcoin price of approximately $45,500 as of March 31, 2022.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Expansions
The Company has described its expansion plans below under the sections “Sherbrooke Expansion”, “Argentina Expansion”, “Paraguay Expansion” and “Washington Expansion”. The Company has set a corporate goal of reaching 8.0 EH/s by the end of 2022. The Company anticipates that it’s Miners and orders for Miners with delivery scheduled in 2022 will be capable of producing up to 7.2 EH/s when operational. The Company’s existing infrastructure construction contracts are projected to provide capacity for 6.0 EH/s of Miners by year-end 2022, reflecting adjustments to its Argentina construction plan, and expansion opportunities in Canada and Paraguay. The Company’s 2022 quarterly ending Hashrate targets based on current infrastructure construction and miner deliveries schedules are 4.0 EH/s as of June 30, 2022, 4.2 EH/s as of September 30, 2022 and 6.0 EH/s as of December 31, 2022. The Company continues to evaluate opportunities that will provide the additional infrastructure and Mining hardware to reach and exceed its 8.0 EH/s goal by the end of 2022.
The estimated costs and timelines to achieve these expansion plans may change based on, among other factors, the prevailing price of Bitcoin, network difficulty, supply of cryptocurrency mining equipment, supply of electrical and other supporting infrastructure equipment, construction materials, currency exchange rates, the impact of COVID-19 on the supply chains described above and the Company’s ability to fund its initiatives. The Company’s expansion plans are reliant on a consistent supply of electricity at cost-effective rates; see the Economic Dependence on Regulated Terms of Service and Electricity Rates Risks of the MD&A for the year ended December 31, 2021 dated March 28, 2022 for further details.
Sherbrooke Expansion
Bitfarms completed Phases 1 and 2 of the Sherbrooke Expansion at the de la Pointe property in 2019, representing 30 MW of electrical infrastructure. In response to complaints concerning noise at the de la Pointe property and indications from Sherbrooke municipal officials that they were reviewing applicable regulations, the Company met with community residents and city officials on several occasions during 2020 and 2021. The Company constructed a sound barrier wall at a cost of approximately $0.3 million in 2020 and invested $0.7 million to install quieter exhaust structures and fans as well as other sound mitigating measures, including real-time sound monitoring equipment and feedback channels for residents to communicate directly with the Company.
In September 2021, the Company reached an agreement with the City of Sherbrooke to gradually retire Phases 1 and 2 of the Sherbrooke Expansion. Under the agreement, the Company will reduce its consumption at the de la Pointe property to 18 MW at the earlier of the completion of 66 MW of new electrical infrastructure elsewhere in the City of Sherbrooke, or May 31, 2022. The Company will entirely relocate its operations from Phases 1 and 2 of the Sherbrooke Expansion at the earlier of the completion of 80 MW of new electrical infrastructure in the City of Sherbrooke, or February 28, 2023. In addition, the Company has the option to sell the building currently housing Phases 1 and 2 of the Sherbrooke Expansion to the City of Sherbrooke for approximately $2.3 million ($3.0 million CAD). The agreement does not restrict the Company to sell the building to a third party.
The Company entered into lease agreements for two new facilities in Sherbrooke: “Leger” and “The Bunker”. These facilities will include similar sound mitigating mechanisms as were successfully installed in the de la Pointe facility. Construction in Leger is expected to be completed in the first half of 2022 with 30 MW of capacity available which can accommodate up to 8,000 new generation miners producing approximately 800 PH/s. Construction for 16 MW of the 30 MW was completed during Q1 2022 and on April 6, 2022, Leger was operational and is currently adding over 250 PH/s with 2,500 latest generation miners. The Bunker, representing 48 MW of capacity, is expected to be completed in three phases during 2022, and capable of accommodating 13,000 new generation miners producing approximately 1.3EH/s. Construction of the Bunker is expected to occur in three separate phases:
| ● | Phase one, representing 18 MW, was constructed in a pre-existing building. Internal infrastructure work began in Q4 2021 with the first 12 MW becoming operational in March 2022, and the remaining 6 MW scheduled for completion in mid-2022. | |
| ● | Phase two, representing 18 MW, is in a portion of the building still under construction. Internal infrastructure work has begun and is scheduled to be operational in mid-2022. | |
| ● | Phase three, representing the remaining 12 MW, is in a portion of the building that is under construction and operations are expected to commence in the second half of 2022. |
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
The expected capital cost for the construction of the infrastructure for Leger and The Bunker is approximately $17 million to $19 million. As of the date of this MD&A, the Company has completed Phase one of the Bunker and the 30 MW Leger facility. As of March 31, 2022, the Company acquired $12.7 million of property, plant and equipment and placed $1.9 million of additional deposits for property plant and equipment for the construction of Leger and The Bunker. The Company plans to deploy a significant portion of its order of 48,000 MicroBT miners at these facilities, with deliveries scheduled to arrive throughout 2022. The Miners expected to be installed in Sherbrooke have an an estimated cost of $80 to $90 million. As of March 31, 2022, the Company added approximately 12,000 miners with a cost of $42.6 million. The Company’s commitments in connection with its order of 48,000 MicroBT Miners are outlined in the Commitments and Liquidity Risk section of this MD&A. The Company anticipates that these costs will be shared between the Leger and The Bunker facilities. In March 2022, the Company acquired an existing building in Sherbrooke (“Garlock”) at a cost of approximately $1.8 million and the issuance of 25,000 common share purchase warrants to the seller featuring a two-year life and a strike price of $3.47. The Garlock property, which is expected to be completed in one phase and be operational by the first quarter of 2023, represents 18 MW of electrical infrastructure at an estimated cost of approximately $4.5 million, excluding the cost of the property. The Garlock property, combined with the Bunker and Leger properties, are intended to replace the de la Pointe property and fully utilize the Company’s power contracts in the municipality in accordance with the Company’s agreement with the City of Sherbrooke reached in September 2021.
Argentina Expansion
In April 2021, the Company entered into an eight-year power purchase agreement for up to 210 MW with a private Argentinian power producer. The agreement establishes that the power producer will supply the Company with power at a rate of $0.02 per kilowatt hour for the first four years, up to a maximum amount of 1,103,760 megawatt hours per year and is subject to certain adjustments, variable pricing components and conditions. The pricing on the remaining four years of the eight year energy contract will be determined by a formula that is largely dependent on natural gas prices. The agreement also allows for the power producer to renegotiate the $0.02 per kilowatt hour rate if the ratio of the exchange rate under the blue-chip swap mechanism used in Argentina to the official exchange rate is less than 1.50. For further details on the Company’s power purchase agreement, refer to the Economic Dependence on Regulated Terms of Service and Electricity Rates Risks section of the MD&A for the year ended December 31, 2021 dated March 28, 2022. In July 2021, the Company entered into an eight-year lease agreement, comprising annual payments of approximately $0.1 million, with the power producer to lease land within the power producer’s property for the mining facility’s construction. In September 2021, the Company entered into a contract with Proyectos y Obras Americanas S.A. (“PROA”) to provide engineering, procurement, and construction services for the Argentina facility. PROA specializes in utility-grade electrical infrastructure and civil construction with relevant expertise in the design and construction of electrical interconnections, high voltage electrical lines, and transformers needed for operations of the size of the planned Argentina facility. The Company has also engaged Dreicon S.A. as an independent engineering firm to oversee construction, quality control and project milestones for the Company’s projected buildout schedule. As of March 31, 2022, the Company has placed deposits of $23.4 million with suppliers for construction costs, acquired $6.2 million of property, plant and equipment, incurred $0.3 million of expenditures relating to design and feasibility studies and recorded cumulative gains on disposition of marketable securities of $17.1 million associated with the conversion of funds into the Argentine Pesos for disbursements. The facility, if fully developed, is expected to comprise up to four separate warehouse-style buildings. The adverse impact of recent geopolitical events on natural gas prices is leading the Company to reassess the timing and scale of its build-out of this facility. The first warehouse, which is included in the capacity needed to reach the 6.0 EH/s figure, represents approximately 50 MW of incremental infrastructure capacity and is expected to be completed in October 2022. The second warehouse represents approximately 50 MW of infrastructure capacity is expected to be completed in Q1 2023. The costs of developing the two warehouses is currently estimated to range from $55 million to $65 million, net of any expected gains on disposition of marketable securities in connection with the Company’s mechanism for funding the Argentina Expansion, as described above, and excluding importation costs. All four warehouses, if built, are expected to be able to accommodate over 55,000 new generation Miners, and be capable of producing approximately 5.5 EH/s. The Company plans to deploy a significant portion of its order of 48,000 MicroBT miners at this facility, with deliveries currently scheduled to arrive throughout 2022. The Company’s commitments in connection with its order of 48,000 MicroBT Miners are outlined in the Commitments and Liquidity Risk section of this MD&A.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Paraguay Expansion
During the year ended December 31, 2021, the Company entered into an annually renewable 10 MW power purchase agreement with a power producer in Paraguay at a current effective electricity cost of $0.036 per kilowatt hour. The Company also entered into a five-year lease agreement with the same counterparty, beginning August 1, 2021 with monthly payments of $20,000 to lease land at the existing facility and, separately, entered into a construction contract to develop the facility. The construction of the facility cost $1.1 million and was completed in December 2021 and became operational in January 2022. Currently, the facility accommodates 2,900 of the Company’s older generation Miners and generates approximately 110 PH/s.
Washington Expansion
On November 9, 2021, the Company completed the acquisition of a facility in Washington state consisting of 12 MW of hydro-electric power purchase agreements, an additional 12 MW of in-process applications for expanded power-purchase agreements, transformers with 17 MW of capacity, land, buildings, electrical distribution equipment and a below market lease for a 5 MW facility that expires on November 8, 2022. The Company is currently operating 17 MW of electrical infrastructure with the majority of the Company’s Antminer S19j Pro Miners generating approximately 570 PH/s in this facility. The Company’s power supplier has provided a preliminary indication that the first 6 MW of in-process applications are estimated to be energized in Q3 2022 with the remaining 6 MW of in-process applications estimated to be energized in Q2 2024. The Company estimates incremental capital expenditures of $4.8 million in order to operationalize the first 6 MW. As at March 31, 2022, the Company had placed deposits for 6 MW of immersion cooling technology in the amount of $1.5 million. Upon closing of the transaction, the Company transferred approximately $23.0 million in cash and 414,508 Common shares with a value of $3.7 million on the closing date. The net identifiable assets acquired include: electrical distribution equipment valued at $6.0 million, buildings valued at $0.7 million, land valued at $0.1 million and a favourable lease valued at $2.0 million. The acquisition resulted in the Company recording goodwill of $17.9 million.
Off-Balance Sheet Arrangements
As at May 16, 2022, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources.
Share Capital
As of the date of this MD&A, the Company has 203,115,069 common shares outstanding, 6,092,983 vested and 6,518,750 unvested stock options, 19,452,797 warrants outstanding and 200,000 restricted stock units. There are no preferred shares outstanding.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
At-The-Market Equity Program
Bitfarms commenced an at-the-market (ATM) equity program on August 16, 2021, by means of a prospectus supplement dated August 16, 2021, to the Company’s short form base shelf prospectus dated August 12, 2021, and U.S. registration statement on Form-F-10, which includes the base shelf prospectus. The Company may, at its discretion and from time-to-time sell common shares of the Company as would result in the Company receiving aggregate proceeds of up to $500 million. During the year ended December 31, 2021, the Company issued 23,922,928 common shares in exchange for gross proceeds of $150.3 million at an average share price of approximately $6.28USD. The Company received net proceeds of $145.6 million after paying commissions of $4.5 million to the Company’s agent, in addition to $0.2 million of other transaction fees. During the three months ended March 31, 2022, the Company issued 6,820,709 common shares in exchange for gross proceeds of $27.2 million at an average share price of approximately $3.99USD. The Company received net proceeds of $26.3 million after paying commissions of $0.8 million to the Company’s agent, in addition to $0.1 million of other transaction fees. Since the ATM commenced, the Company has issued 30,743,637 common shares for net proceeds of $171.9 million as of March 31, 2022.
The Company has used and intends to continue to use the proceeds from the ATM equity program to support the growth and development of the Company’s Mining operations, as described under the Expansions section of this MD&A, as well as for working capital and general corporate purposes. Described below are the actual use of proceeds from the commencement of the ATM equity program through March 31, 2022:
| (U.S. $ in thousands except where indicated) | ||||
| Categories | Use of proceeds as of March 31, 2022 | |||
| MicroBT Miners | $ | 78,028 | ||
| Bitmain Miners | 21,852 | |||
| Washington Expansion | 24,491 | |||
| Sherbrooke Expansion | 14,575 | |||
| Argentina Expansion, net of gain on disposition of marketable securities | 18,376 | |||
| Cowansville Expansion | 573 | |||
| Paraguay Expansion | 3,114 | |||
| $ | 161,009 | |||
There has been no impact on the ability of the Company to achieve its business objectives and milestones. The Company intends to continue to explore expansion opportunities in new and existing facilities, subject to market conditions and the ability to continue to obtain suitable financing.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Financial Instruments and Risks
The Company’s financial assets include cash, trade receivables, and other assets. The Company’s financial liabilities include trade payables and accrued liabilities, credit facility, and long-term debt.
The Company’s financial instruments expose it primarily to credit, counterparty, liquidity, foreign currency, concentration and custody of digital assets risks.
Credit Risk and Counter Party Risk
Credit risk and counter party risk is the risk of an unexpected loss if a third party fails to meet its contractual obligations, including cash and cash equivalents. There is a risk of suppliers of mining hardware failing to meet their contractual obligations, that may result in late deliveries or significant long-term deposits and equipment prepayments that are not realized. The Company attempts to mitigate this risk by procuring mining hardware from larger more established suppliers with whom the company has existing relationships and knowledge of their reputation in the market, as described in Note 8 of the first quarter 2022 unaudited interim period condensed consolidated financial statements. The Company also insures the majority of its construction deposits for the Argentina facility in order to mitigate the risk of supplier’s not meeting their contractual obligations. The risk regarding cash and cash equivalents is mitigated by holding the majority of the Company’s cash and cash equivalents through a Canadian chartered bank. The credit risk regarding trade receivables are derived mainly from sales to Volta’s third-party customers. The Company performs ongoing credit evaluations of its customers. An allowance for doubtful accounts is determined based on amounts that the Company has determined to be doubtful of collection. The allowance for doubtful accounts is based on management’s assessment of a customer’s credit quality as well as subjective factors and trends, including the aging of receivable balances.
Commitments and Liquidity Risk
Liquidity risk is the risk that the Company will not be able to pay its financial obligations when they become due. The Company’s policy is to monitor its cash balances, Bitcoin holdings and planned cash flows generated from operations and financing activities to ensure, as far as possible, that it maintains sufficient liquidity to meet its projected financial obligations.
The Company has entered into agreements with Mining hardware manufacturers that require significant deposits in advance of receiving the revenue generating equipment. The Company may manage its capital structure by issuing equity, obtaining loan financing, adjusting capital spending, or disposing of assets in order to maintain sufficient liquidity to meet its contractual obligations with Mining hardware manufacturers.
The Company has deposits on Mining hardware and electrical components in the amount of $70.9 million. These deposits are mainly for orders placed on 48,000 Whatsminer miners and 1,200 Antminers with expected delivery throughout 2022. The table below outlines the Company’s remaining payment obligations in connection with the 48,000-unit and 1,200 Antminer purchase agreements described above, presented in thousands of U.S. dollars:
| March 31, | ||||
| 2022 | ||||
| Three months ending June 30, 2022 | 51,276 | |||
| Three months ending September 30, 2022 | 28,391 | |||
| Three months ending December 31, 2022 | 13,890 | |||
| $ | 93,557 | |||
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
The Company will require additional sources of financing to meet the payment obligations included in the table above. If the Company were unable to obtain such financing, or if the Bitcoin price and network difficulty adversely impacted the Company’s liquidity, then the Company may have difficulty meeting its payment obligations. If the Company were unable to meet its payment obligations, there could result in the loss of equipment prepayments and deposits paid by the Company under the purchase agreements and remedial legal measures taken against the Company which may include damages and forced continuance of the contractual arrangement. Under these circumstances, the Company’s growth plans and ongoing operations could be adversely impacted.
The Company has observed high demand and supply constraints for Mining hardware in recent periods. In order to meet its growth objectives, the Company may enter into additional contracts for Mining hardware that may require significant additional deposits and fixed contractual payments. These contracts would be subject to risks that are similar to the Company’s existing contracts, mainly with respect to the Company’s liquidity and ability to meet its payment obligations as well as counterparty risks, including delays in delivery and deposits that may not be realized.
Lease liabilities include financial obligations with contractual maturities, inclusive of interest, presented in thousands of U.S. dollars as of March 31, 2022, as follows:
| March 31, | ||||
| 2022 | ||||
| 2022 | $ | 5,208 | ||
| 2023 | 2,846 | |||
| 2024 | 2,111 | |||
| 2025 | 1,982 | |||
| 2026 and thereafter | 7,721 | |||
| $ | 19,868 | |||
Long-term debt includes financial obligations with contractual maturities, inclusive of interest on long-term debt, and the Company’s revolving credit facility, presented in thousands of U.S. dollars as of March 31, 2022, as follows:
| March 31, | ||||
| 2022 | ||||
| 2022 | $ | 122,964 | ||
| 2023 | 18,518 | |||
| 2024 and thereafter | 2,717 | |||
| $ | 144,199 | |||
The Company’s credit facility, with an outstanding balance of $100.0 million as of March 31, 2022, is secured by Bitcoin, with the minimum value of Bitcoin pledged as collateral calculated as 143% of the amount borrowed. The Company is required to contribute additional collateral to the Lender any time the value of the Bitcoin pledged as collateral is below 133% of the amount borrowed. The Company also has the right to require the Lender to return any Bitcoin when the value of the Bitcoin pledged as collateral exceeds 143% of the amount borrowed. A substantial decrease in Bitcoin price may result in the Company being unable to meet the minimum Bitcoin collateral requirements, which could result in the disposition of the Company’s Bitcoin pledged as collateral by the Lender or repayment of the facility in fiat currency on demand.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Foreign Currency Risk
The Company is exposed to fluctuations in currency exchange rates, which could negatively affect its financial condition and results of operations. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Cryptocurrencies are generally sold in U.S. dollars and the Company’s costs with respect to its Canadian and Argentine operations are incurred principally in Canadian dollars and the Argentine Peso. The appreciation of non-U.S. dollar currencies against the U.S. dollar could increase the cost of Mining and the Company’s expansion activities in U.S. dollar terms. In addition, the Company holds cash balances in U.S. dollars, Canadian dollars and Argentine Pesos, the values of which are impacted by fluctuations in currency exchange rates. In particular, the Company expects to hold cash and significant value-added taxes receivable in Argentine Pesos. Historically, the Argentina Peso has devalued significantly when compared to the U.S. dollar due to high levels of inflation in Argentina, which may result in the Company incurring future foreign exchange losses on its Argentine Peso denominated balances. As described in the Argentina Expansion, the power purchase agreements allows the power producer to renegotiate the $0.02 per kilowatt hour rate if the ratio of the exchange rate under the blue-chip swap mechanism used in Argentina to the official exchange rate is less than 1.50.
Concentration risk
Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector or counterparty type. The Company is primarily engaged in the cryptocurrency mining industry that is a highly volatile market with significant inherent risk. The Company also holds a significant portion of its working capital in Bitcoin and has a revolving credit facility collateralized by Bitcoin and subject to margin calls. A significant decline in the market prices of cryptocurrencies, an increase in the difficulty of cryptocurrency mining, changes in the regulatory environment and adverse changes in other inherent risks can significantly negatively impact the Company’s operations and the carrying value of its assets. The Company does not currently hedge the conversion of cryptocurrencies to fiat currency.
Custody of digital assets
The Company’s crypto assets, currently Bitcoin, is mined to multi-signature wallets that the Company controls. On a regular basis, the Company transfers Bitcoin from its multi-signature wallets to an external third-party custodian, Coinbase Custody, LLC (“Coinbase Custody”). Coinbase Custody is a US based fiduciary and qualified custodian under New York Banking Law and is licensed by the State of New York to custody digital assets. Currently, Coinbase Custody provides only custodial services to the Company and does not use a sub-custodian. Coinbase Custody is not a related party to the Company. Coinbase Custody is a fiduciary of § 100 of the New York Banking Law and is licensed to custody its clients’ digital assets in trust on their behalf. Coinbase Custody is a qualified custodian for purposes of § 206 (4) -2(d)(6) of the Advisers Act.
In early January 2021, the Company implemented a Bitcoin retention program, pursuant to which the Company has added 5,831 Bitcoin valued at $170.8 million to its balance sheet as of May 13, 2022. As of the date of this MD&A, 99% of the Company’s Bitcoin are held in custody with Coinbase Custody or held as collateral within Coinbase Custody by Galaxy Digital LLC, the counterparty to the Company’s revolving credit facility.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Coinbase Custody maintains an insurance policy of $320 million for its cold storage, however, the Company cannot ensure that the limits of this policy would be available to the Company or, if available, sufficient to make the Company whole for any Bitcoins that are lost or stolen. The Company is unaware of: (i) any security breaches involving Coinbase Custody which have resulted in the Company’s crypto assets being lost or stolen, and (ii) anything with regards to Coinbase Custody’s operations that would adversely affect the Company’s ability to obtain an unqualified audit opinion on its audited financial statements. In its quarterly filings published May 10, 2022, Coinbase disclosed that in the event of bankruptcy custodially held crypto assets could be considered to be the property of a bankruptcy estate, and that in the event of a bankruptcy, the crypto assets held in custody could be subject to bankruptcy proceedings with Coinbase Custody’s customers being treated as general unsecured creditors. The Company’s crypto assets held in custody with Coinbase may not be recoverable in the event of bankruptcy by Coinbase or its affiliates. Regardless of efforts made by the Company to securely store and safeguard assets, there can be no assurance that the Company’s cryptocurrency assets will not be defalcated through hacking or other forms of theft.
Risk Factors
The Company is subject to a number of risks and uncertainties and is affected by several factors which could have a material adverse effect on the Company’s business, financial condition, operating results, and/or future prospects. These risks should be considered when evaluating an investment in the Company and may, among other things, cause a decline in the price of the Corporation’s shares.
The risks and uncertainties which Management considers as the most material to the Corporation’s business are described in the section entitled, Other Risks, of the Company’s MD&A for the year-ended December 31, 2021 dated March 28, 2022. Other than the disclosure above, these risks and uncertainties have not materially changed.
Related Party Transactions
During the three months ended March 31, 2022, the Company had the following transactions with related parties:
| 1. | Bitfarms made rent payments totaling approximately $0.1 million for the three months ended March 31, 2022, (three months ended March 31, 2021: $0.1 million) to companies controlled by certain directors. |
| 2. | Bitfarms entered into consulting agreements with two of the directors. The consulting fees charged by directors totaled approximately $0.2 million for three months ended March 31, 2022 (three months ended March 31, 2021: $0.1 million). |
The transactions listed above were incurred in the normal course of operations.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Recent and Subsequent Events
At-The-Market Equity Program
During the period from April 1, 2022, to May 16, 2022, the Company issued 1,488,467 common shares in exchange for gross proceeds of $4.7 million at an average share price of approximately 3.16 USD. The Company received net proceeds of $4.6 million after paying commissions of $0.1 million to the Company’s agent.
Extension of lease in Saint-Hyacinthe
On April 1, 2022, the Company signed a lease extension for its facility in Saint-Hyacinthe, Quebec for 5 years with monthly payments totaling $31 ($38,667 CAD) which is expected to take effect in October 2022.
Significant Accounting Estimates
The Company’s unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting,” as issued by the International Accounting Standards Board and are based on the same accounting policies as those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2021.
Please refer to Note 2, Basis of presentation and significant accounting policies and Note 3, Significant accounting judgement and estimates, of the Company’s 2021 audited consolidated financial statements for more information about the significant accounting policies and the significant accounting judgments and estimates used to prepare the unaudited interim condensed consolidated financial statements, respectively.
Caution Regarding Forward-Looking Statements
This MD&A contains forward-looking statements about the Company’s objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities and legal and regulatory matters. Specific forward-looking statements in this MD&A include, but are not limited to, statements with respect to the Company’s anticipated future results, events and plans, strategic initiatives, future liquidity, and planned capital investments. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “maintain”, “achieve”, “grow”, “should” and similar expressions, as they relate to the Company and its management.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Forward-looking statements reflect the Company’s current estimates, beliefs and assumptions, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s expectation of operating and financial performance is based on certain assumptions including assumptions about operational growth, anticipated cost savings, operating efficiencies, anticipated benefits from strategic initiatives, future liquidity, and planned capital investments. The Company’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
Numerous risks and uncertainties could cause the Company’s actual results to differ materially from those expressed, implied or projected in the forward-looking statements. Such risks and uncertainties include:
| ● | Bitcoin Halving event; | |
| ● | COVID 19 pandemic; | |
| ● | Counterparty risk; | |
| ● | the availability of financing opportunities and risks associated with economic conditions, including Bitcoin price and Bitcoin network difficulty; | |
| ● | the speculative and competitive nature of the technology sector; | |
| ● | dependency in continued growth in blockchain and cryptocurrency usage; | |
| ● | limited operating history and share price fluctuations; | |
| ● | cybersecurity threats and hacking; | |
| ● | controlling shareholder risk; | |
| ● | risk related to technological obsolescence and difficulty in obtaining hardware; | |
| ● | economic dependence on regulated terms of service and electricity rates | |
| ● | increases in commodity prices or reductions in the availability of such commodities could adversely impact our results of operations; | |
| ● | permits and licenses; | |
| ● | server failures; | |
| ● | global financial conditions; | |
| ● | tax consequences; | |
| ● | environmental regulations and liability; |
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
| ● | erroneous transactions and human error; | |
| ● | facility developments; | |
| ● | non-availability of insurance; | |
| ● | loss of key employees; | |
| ● | lawsuits and other legal proceedings and challenges; | |
| ● | conflict of interests with directors and management; | |
| ● | political and regulatory risk; | |
| ● | adoption of ESG practices and the impacts of climate change; | |
| ● | third party supplier risks; and | |
| ● | other factors beyond the Company’s control. |
The above is not an exhaustive list of the factors that may affect the Company’s forward-looking statements. For a complete list of factors that could affect the Company, please refer to the risk factors contained in the section “Risk Factors” of the Annual Information Form of the Company dated March 28, 2022. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s expectations only as of the date of this MD&A. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Caution Regarding Non-IFRS Financial Performance Measures
This MD&A makes reference to certain measures that are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. They are therefore unlikely to be comparable to similar measures presented by other companies. The Company uses non-IFRS measures including “EBITDA,” “EBITDA margin,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” “Gross mining profit,” and “Gross mining margin” as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective.
EBITDA and EBITDA margin are common measures used to assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets. Adjusted EBITDA and Adjusted EBITDA margin are measures used to assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses. Gross mining profit and Gross mining margin are measures used to assess profitability after power costs in cryptocurrency production, the largest variable expense in Mining. Management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period and to prepare annual operating budgets.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
“EBITDA” is defined as net income (loss) before: (i) interest expense; (ii) income tax expense; and (iii) depreciation and amortization. “EBITDA margin” is defined as the percentage obtained when dividing EBITDA by Revenues. “Adjusted EBITDA” is defined as EBITDA adjusted to exclude: (i) share-based compensation; (ii) non-cash finance expenses; (iii) asset impairment charges; (iv) revaluation gains or losses on digital assets and (v) other non-cash expenses. “Adjusted EBITDA margin” is defined as the percentage obtained when dividing Adjusted EBITDA by Mining related Revenues. “Gross mining profit” is defined as Gross Profit before: (i) non-mining revenues; (ii) depreciation and amortization; (iii) purchase of electrical components and other expenses; and (iv) electrician salaries and payroll taxes. “Gross mining margin” is defined as the percentage obtained when dividing Gross mining profit by Mining related revenues.
These measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Reconciliations from IFRS measures to non-IFRS measures are included throughout this MD&A.
Internal Controls
Changes in internal control over financial reporting
There have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter ended March 31, 2022.
Additional Information
Additional information and other publicly filed documents relating to the Company are available through the internet on SEDAR at www.sedar.com.
Glossary of Terms
ASIC: ASIC stands for Application Specific Integrated Circuit and refers primarily to specific computer devices designed to solve the SHA-256 algorithm, as well as other machines used in the Mining of Litecoin which use the Scrypt algorithm.
Bitcoin: Bitcoin is a decentralized digital currency that is not controlled by any centralized authority (e.g. a government, financial institution or regulatory organization) that can be sent from user to user on the Bitcoin network without the need for intermediaries to clear transactions. Transactions are verified through the process of Mining and recorded in a public ledger known as the Blockchain. Bitcoin is created when the Bitcoin network issues Block Rewards through the Mining process.
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| Bitfarms Ltd. Management’s Discussion and Analysis | |
Block Reward: A Bitcoin block reward refers to the new bitcoin that are awarded by the Blockchain network to eligible cryptocurrency miners for each block they successfully mine. The current block reward is 6.25 Bitcoin per block.
Blockchain: A Blockchain is a cloud-based public ledger that exists on computers that participate on the network globally. The Blockchain grows as new sets of data, or ‘blocks’, are added to it through Mining. Each block contains a timestamp and a link to the previous block, such that the series of blocks form a continuous chain. Given that each block has a separate hash and each hash requires information from the previous block, altering information an established block would require recalculating all the hashes on the Blockchain which would require an enormous and impracticable amount of computing power. As a result, once a block is added to the Blockchain it is very difficult to edit and impossible to delete.
Exahash: One quintillion (1,000,000,000,000,000,000) hashes per second or one million Terahash
Hash: A hash is a function that converts or maps an input of letters and numbers into an encrypted output of a fixed length, which outputs are often referred to as hashes. A hash is created using an algorithm. The algorithm used in the validation of Bitcoin transactions is the SHA-256 algorithm.
Hashrate: Hashrate refers to the number of hash operations performed per second and is a measure of computing power in Mining cryptocurrency.
Megawatt: A megawatt is 1,000 kilowatts of electricity and, in the industry of cryptocurrency Mining, is typically a reference to the number of megawatts of electricity per hour that is available for use.
Miners: ASICs used by the Company to perform Mining.
Mining: Mining refers to the process of using specialized computer hardware, and in the case of the Company, ASICs, to perform mathematical calculations to confirm transactions and increase security for the Bitcoin Blockchain. As a reward for their services, Bitcoin Miners collect transaction fees for the transactions they confirm, along with newly created Bitcoin as Block Rewards.
Mining Pool: A Mining pool is a group of cryptocurrency miners who pool their computational resources, or Hashrate, in order to increase the probability of finding a block on the Bitcoin Blockchain. Mining pools administer regular payouts to mitigate the risk of Miners operating for a prolonged period of time without finding a block.
Network Difficulty: Network difficulty is a unitless measure of how difficult it is to find a hash below a given target. The Bitcoin network protocol automatically adjusts Network Difficulty by changing the target every 2,016 blocks hashed based on the time it took for the total computing power used in Bitcoin Mining to solve the previous 2,016 blocks such that the average time to solve each block is ten minutes.
Network Hashrate: Network Hashrate refers to the total global Hashrate (and related computing power) used in Mining for a given cryptocurrency.
Petahash: One quadrillion (1,000,000,000,000,000) hashes per second or one thousand Terahash
SHA-256: SHA stands for Secure Hash Algorithm. The SHA-256 algorithm was designed by the US National Security Agency and is the cryptographic hash function used within the Bitcoin network to validate transactions on the Bitcoin Blockchain
Terahash: One trillion (1,000,000,000,000) hashes per second.
22
Exhibit 99.3
FORM 52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL CERTIFICATE
I, Emiliano Grodzki, Chief Executive Officer of Bitfarms Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitfarms Ltd. (the “issuer”) for the interim period ended March 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings: |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR - material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 16, 2022
| (signed) “Emiliano Grodzki” | |
| Emiliano Grodzki Chief Executive Officer |
- 2 -
Exhibit 99.4
FORM 52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL CERTIFICATE
I, Jeffrey Lucas, Chief Financial Officer of Bitfarms Ltd., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bitfarms Ltd. (the “issuer”) for the interim period ended March 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings: |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR - material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 16, 2022
| (signed) “Jeffrey Lucas” | |
| Jeffrey Lucas | |
| Chief Financial Officer |
- 2 -
Exhibit 99.5
Bitfarms Reports First Quarter 2022 Results
- Mined 961 Bitcoin in Q1 2022 at an average cost of $8,700/Bitcoin -
- Revenues improved to $40 million in Q1 2022, up 42% from $28 million in Q1 2021 -
- Adjusted EBITDA increased to $32 million in Q1 2022, up from $20 million in Q1 2021 –
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated August 16, 2021 to its short form base shelf prospectus dated August 12, 2021.
Toronto, Ontario and Brossard, Québec (May 16, 2022) - Bitfarms Ltd. (NASDAQ: BITF // TSX: BITF), a global Bitcoin self-mining company, reported its financial results for the first quarter ended March 31, 2022. All financial references are in US dollars. During Q1 2022, Bitfarms mined 961 Bitcoin (BTC) at an average cost of production of $8,700/BTC*.
“We delivered another profitable quarter in Q1 2022, even with the decline in the price of BTC, and revenues were up 42% compared to Q1 2021,” said Geoff Morphy, Bitfarms' President and COO. “We have grown faster than the BTC network, as our hashrate at quarter end was 2.7 Exahash per second (EH/s), up 22% from December 31, 2021. As of today, our hashrate is 3.4 EH/s, representing about 1.5% market share.”
“Our global expansion continued in Q1 2022, as production started at The Bunker and Leger in the City of Sherbrooke, Quebec, as well as in Villarrica, Paraguay. We also acquired a new Sherbrooke location, which we refer to as Garlock that will eventually replace our de la Pointe facility. With 137 megawatts (MW) of productive capacity and a total of 229 MW planned to be operational this year, we are moving forward with increases in our hashrate. In the near term, we expect to exceed 4.0 EH/s by June 30, 2022,” added Geoff Morphy.
Q1 2022 and Recent Financial Highlights
Financial results in Q1 2022 were substantially impacted by the decline in the market price of BTC during the quarter as compared to Q4 2021.
| ● | Increased total revenues to $40 million, up 40%, from $28 million in Q1 2021, and decreased from $60 million in Q4 2021. |
| ● | Q1 2022 net income of $5 million, up from a net loss of $8 million in Q1 2021 and decreased from $10 million in Q4 2021. |
| ● | Gross mining margin** declined to 76% as it was impacted by the decline in the price of BTC, down from 80% in Q1 2021 and down from 84% in Q4 2021. |
| ● | Adjusted EBITDA** of $32 million, or 80% of revenue, up from $20 million, or 69% of revenue, in Q1 2021, and decreased from $44 million, or 74% of revenue, in Q4 2021. |
| ● | At March 31, 2022, held $77 million in cash and BTC valued at approximately $239 million, based upon a Bitcoin price of approximately $45,500 as reported by Coinmarketcap.com at March 31, 2022, and had working capital of $181 million. |
| ● | On January 6, 2022, purchased 1,000 BTC for $43 million, adding to BTC treasury holdings. |
| ● | On February 24, 2022, entered into a $32 million equipment financing agreement. |
| ● | On March 28, 2022, expanded borrowing under the Company’s BTC-backed credit facility to $100 million from $60 million. |
Recent Operating Highlights
| ● | Initiated production at the Leger site in the City of Sherbrooke, Québec, increasing total farms in production to nine and increasing operational capacity by 16 megawatts (MW) of Leger’s planned total of 30 MW of capacity. |
| ● | Increased total corporate electrical capacity by 16 MW to 137 MW. |
| ● | Officially launched the Company’s revamped internal miner management system that has been in Beta for the last 9 months. The new management software can enable the Company to individually manage hundreds of thousands of miners across its globally decentralized mining farms with a focus on maximizing uptime. |
| ● | Received and installed over 11,000 miners in Q1 2022. In April 2022, an additional 5,900 new miners were installed, adding more than 590 PH/s to Bitfarms’ online hashrate. |
| ● | Commenced production at The Bunker in the City of Sherbrooke, adding capacity of 12 MW. |
| ● | Acquired an additional location, known as Garlock, in the City of Sherbrooke, to develop an 18 MW facility intended to replace the existing de la Pointe facility scheduled to be retired in February 2023. |
| ● | Commenced production at 10 MW farm in Villarrica, Paraguay. |
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2022 Expansion Plan Update
Bitfarms’ current expectations and goals for 2022 are summarized below:
| · | Existing infrastructure construction contracts are projected to provide capacity for 6.0 EH/s of miners by year-end 2022, reflecting adjustments to the Company’s Argentina construction plan, and expansion opportunities in Canada and Paraguay. |
| o | 2022 quarterly hashrate targets based on current infrastructure construction and miner deliveries schedules are: |
| § | 4.0 EH/s as of June 30, 2022, |
| § | 4.2 EH/s as of September 30, 2022, and |
| § | 6.0 EH/s as of December 31, 2022. |
| · | Miners and orders for miners with delivery scheduled in 2022 will be capable of producing up to 7.2 EH/s when fully operational. |
Opportunities are being evaluated and others will be assessed in Bitfarms’ effort to provide the additional infrastructure and mining hardware to reach the Company’s 8.0 EH/s goal by the end of 2022.
“Our updated development activities in Argentina, Washington, and Quebec continue on track in support of our 2022 quarterly EH/s goals,” noted Geoff Morphy. “Our business development for 2022 and into 2023 are focused on a broad portfolio of opportunities, with a diversified mix in various regions where we are currently operating as well as new geographies. We are in advanced discussions for additional production facilities, all of which would utilize sustainably priced hydropower,” added Morphy.
Financing Update
“We are supporting our ongoing growth while ensuring financial stability with a balanced financing strategy. We utilized $72 million in non-dilutive, non-recourse debt financing during Q1 2022,” said Jeffrey Lucas, CFO of Bitfarms. “Going forward, we will continue to maintain flexibility to capitalize on available financing alternatives and our assets in light of our capital requirements and ever-changing market conditions.”
Financing activities included initiating a $100 million BTC-backed credit facility on December 30, 2021, all of which has been drawn and is outstanding, and entering into a $32 million equipment financing agreement on February 24, 2022.
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On August 16, 2021, the Company entered into an offering agreement with H.C. Wainwright & Co., LLC, pursuant to which the Company established an at-the-market equity program. From the commencement of the ATM Program through March 31, 2022, the Company issued 30,743,637 common shares at an average share price of approximately $5.77. During the three months ended March 31, 2022, the Company issued 6,820,709 common shares in exchange for gross proceeds of $27.2 million, at an average share price of approximately $3.99, and received net proceeds of $26.3 million after paying commissions and other transaction fees of $0.9 million.
Overall, from its commencement through May 13, 2022, total gross proceeds of $182.2 million have been raised under the ATM Program.
Financial Results for the Quarter ended March 31, 2022
In Q1 2022, the Company generated revenues of $40 million, up $12 million, or 42%, compared to Q1 2021.
Q1 2022 gross mining profit and gross mining margin were $30 million and 76%, compared to $22 million and 80% in Q1 2021, respectively.
In Q1 2022, the Company mined 961 BTC for an average cost of production per BTC of $8,700 in Q1 2022, compared to $8,400 in Q1 2021.
Operating income for Q1 2022 was $7 million, compared to $16 million in Q1 2021. Q1 2022 net income was $5 million, or $0.02 per basic and diluted share, compared to a net loss of $8 million, or $(0.06) per basic and diluted share, in Q1 2021. Q1 2022 EBITDA and EBITDA margin were $27 million and 67%, up from a loss of $3 million and negative 11% in Q1 2021, respectively. Q1 2022 Adjusted EBITDA was $32 million, resulting in an Adjusted EBITDA margin of 80%, compared to $20 million and 69% in Q1 2021, respectively.
At March 31, 2022, the Company held $77 million in cash and 5,244 BTC, of which 3,064 collateralized $100 million in debt.
Cost of Production per BTC Trailing 12 Months (Rounded to nearest $100)
| Q1 2022 | Q4 2021: | Q3 2021: | Q2 2021: | Q1 2021: | ||||||||||||||
| $ | 8,700 | $ | 8,000 | $ | 6,900 | $ | 9,000 | $ | 8,400 | |||||||||
Bitfarms' average cost of production in Q1 2022 was $8,700, among the lowest reported in the industry. The cost of production in Q3 2021 was lower than other 2021 quarterly periods primarily due to disruptions during that period in China that affected the global BTC network.
4
Conference Call
Management will host a conference call and live webcast with accompanying presentation today, Monday, May 16, 11 a.m. ET to review the financial results. Following management’s formal remarks there will be a live question-and-answer session, which may include pre-submitted questions. Participants are asked to pre-register for the call through the following link:
Q1 2022 Conference Call
Please note that registered participants will receive their dial in number upon registration and will dial directly into the call without delay. Those without internet access or unable to pre-register may dial in by calling: 1- 866-777-2509 (domestic), 1- 412-317-5413 (international). All callers should dial in approximately 10 minutes prior to the scheduled start time and ask to be joined into the Bitfarms call.
The conference call will also be available through a live webcast found here:
Live Webcast
A webcast replay of the call will be available approximately one hour after the end of the call and will be available for one year, at the above webcast link. A telephonic replay of the call will be available through May 23, 2022 and may be accessed by calling 1- 877-344-7529 (domestic) or 1- 412-317-0088 (international) or Canada (toll free) 855-669-9658 and using access code 2555247. A presentation of the Q1 2022 results will be accessible on Monday, May 16, 2022, under the “Investors” section of Bitfarms’ website.
*Represents the direct cost of Bitcoin based on the total electricity costs and hosting costs related to the mining of Bitcoin, excluding electricity consumed by hosting clients, divided by the total number of Bitcoin mined.
**Gross mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures and should be read in conjunction with, and should not be viewed as alternatives to or replacements of, measures of operating results and liquidity presented in accordance with IFRS and refer readers to reconciliations of Non-IFRS measures included in the Company’s MD&A.
5
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global Bitcoin self-mining company, running vertically integrated mining operations with onsite technical repair, proprietary data analytics and company-owned electrical engineering and installation services to deliver high operational performance and uptime.
Having demonstrated rapid growth and stellar operations, Bitfarms became the first Bitcoin mining company to complete its long form prospectus with the Ontario Securities Commission and started trading on the TSX-V in July 2019. On February 24, 2021, Bitfarms was honoured to be announced as a Rising Star by the TSX-V. On June 21, 2021, Bitfarms started trading on the Nasdaq Stock Market. On February 24, 2022, the Company was further honoured by the TSX-V as Venture 50 Winner, placing first in the Technology sector. On April 8, 2022, Bitfarms up-listed from the TSX-V to the TSX.
Operationally, Bitfarms has a diversified production platform with seven industrial scale facilities located in Québec, one in Washington state, and one in Paraguay. Each facility is over 99% powered with environmentally friendly hydro power and secured with long-term power contracts. Bitfarms is currently the only publicly traded pure-play mining company audited by a Big Four accounting firm.
To learn more about Bitfarms’ events, developments, and online communities:
Website: www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release under the heading “2022 Expansion Plan Update” and otherwise regarding expansion plans, including targets and goals for productive capacity and hashrates, and about other future plans and objectives of the Company are forward-looking information. Other forward-looking information includes, but is not limited to, information concerning: the intentions, plans and future actions of the Company, as well as Bitfarms’ ability to successfully mine digital currency, revenue increasing as currently anticipated, the ability to profitably liquidate current and future digital currency inventory, volatility of network difficulty and digital currency prices and the potential resulting significant negative impact on the Company’s operations, the construction and operation of expanded blockchain infrastructure as currently planned, and the regulatory environment for cryptocurrency in the applicable jurisdictions.
6
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on assumptions and estimates of management of the Company at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to: the global economic climate; dilution; the Company’s limited operating history; future capital needs and uncertainty of additional financing, including the Company’s ability to utilize the Company’s at-the-market offering (the “ATM Program”) and the prices at which the Company may sell Common Shares in the ATM Program, as well as capital market conditions in general; risks relating to the strategy of maintaining and increasing Bitcoin holdings and the impact of depreciating Bitcoin prices on working capital; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; the ability to maintain reliable and economical sources of power to run its cryptocurrency mining assets; the impact of energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; share dilution resulting from the ATM Program and from other equity issuances; and volatile securities markets impacting security pricing unrelated to operating performance. In addition, particular factors that could impact future results of the business of Bitfarms include, but are not limited to: the construction and operation of facilities may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power for the Company to operate cryptocurrency mining assets; the risks of an increase in the Company’s electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which the Company operates and the adverse impact on the Company’s profitability; the ability to complete current and future financings, any regulations or laws that will prevent Bitfarms from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; and, the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to the Company’s filings on www.SEDAR.com (which are also available on the website of the U.S. Securities and Exchange Commission at www.sec.gov), including the annual information form for the year-ended December 31, 2021, filed on March 28, 2022. The Company has also assumed that no significant events occur outside of Bitfarms’ normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
7
Contacts
Investor Relations:
LHA Investor Relations
David Barnard
+1 415-433-3777
Investors@bitfarms.com
US Media:
YAP Global
Mia Grodsky, Account Executive
mia@yapglobal.com
Québec Media:
Ryan Affaires publiques
Valérie Pomerleau, Public Affairs and Communications
valerie@ryanap.com
8
Bitfarms Ltd. Consolidated Results of Operations
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Revenues | 40,329 | 28,432 | 11,897 | 42 | % | |||||||||||
| Cost of sales | 23,292 | 9,120 | 14,172 | 155 | % | |||||||||||
| Gross profit | 17,037 | 19,312 | (2,275 | ) | (12 | )% | ||||||||||
| Gross margin | 42 | % | 68 | % | — | — | ||||||||||
| General and administrative expenses | 13,843 | 2,819 | 11,024 | 391 | % | |||||||||||
| Loss on disposition of digital assets | 34 | 22 | 12 | 55 | % | |||||||||||
| Gain on revaluation of digital assets | (3,702 | ) | — | (3,702 | ) | (100 | )% | |||||||||
| Gain on disposition of property, plant and equipment | (12 | ) | (19 | ) | 7 | (37 | )% | |||||||||
| Operating income | 6,874 | 16,490 | (9,616 | ) | (58 | )% | ||||||||||
| Operating margin | 17 | % | 58 | % | — | — | ||||||||||
| Net financial expenses (income) | (4,083 | ) | 23,425 | (27,508 | ) | (117 | )% | |||||||||
| Net income (loss) before income taxes | 10,957 | (6,935 | ) | 17,892 | 258 | % | ||||||||||
| Income tax expense | 6,438 | 670 | 5,768 | 861 | % | |||||||||||
| Net income (loss) | 4,519 | (7,605 | ) | 12,124 | 159 | % | ||||||||||
| Basic earnings (loss) per share (in U.S dollars) | 0.02 | (0.06 | ) | — | — | |||||||||||
| Diluted earnings (loss) per share (in U.S dollars) | 0.02 | (0.06 | ) | — | — | |||||||||||
| Revaluation gain on digital assets (net of tax) | — | 5,128 | (5,128 | ) | (100 | )% | ||||||||||
| Total comprehensive income (loss) | 4,519 | (2,477 | ) | 6,996 | 282 | % | ||||||||||
| Gross mining profit (1) | 30,140 | 22,267 | 7,873 | 35 | % | |||||||||||
| Gross mining margin (1) | 76 | % | 80 | % | — | — | ||||||||||
| EBITDA (1) | 27,033 | (3,029 | ) | 30,062 | 992 | % | ||||||||||
| EBITDA margin (1) | 67 | % | (11 | )% | — | — | ||||||||||
| Adjusted EBITDA (1) | 32,343 | 19,701 | 12,642 | 64 | % | |||||||||||
| Adjusted EBITDA margin (1) | 80 | % | 69 | % | — | — | ||||||||||
nm: not meaningful
| (1) | Gross mining profit, Gross mining margin, EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, are non-IFRS performance measures; refer to the Non-IFRS Financial Performance Measures section of this MD&A. |
9
Bitfarms Ltd. Reconciliation of Consolidated Net Income (loss) to EBITDA and Adjusted EBITDA
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Net income (loss) before income taxes | 10,957 | (6,935 | ) | 17,892 | 258 | % | ||||||||||
| Interest expense | 3,010 | 898 | 2,112 | 235 | % | |||||||||||
| Depreciation and amortization expense | 13,066 | 3,008 | 10,058 | 334 | % | |||||||||||
| EBITDA | 27,033 | (3,029 | ) | 30,062 | 992 | % | ||||||||||
| Share based payment | 6,105 | 420 | 5,685 | nm | ||||||||||||
| Gain on revaluation of digital assets | (3,702 | ) | — | (3,702 | ) | (100 | )% | |||||||||
| Net financial expenses and other | 2,907 | 22,310 | (19,403 | ) | (87 | )% | ||||||||||
| Adjusted EBITDA | 32,343 | 19,701 | 12,642 | 64 | % | |||||||||||
Bitfarms Ltd. Calculation of Gross Mining Profit & Gross Mining Margin
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Gross profit | 17,037 | 19,312 | (2,275 | ) | (12 | )% | ||||||||||
| Non-mining revenues (1) | (604 | ) | (696 | ) | 92 | (13 | )% | |||||||||
| Depreciation and amortization expense | 13,066 | 3,008 | 10,058 | 334 | % | |||||||||||
| Purchases of electrical components and other | 312 | 256 | 56 | 22 | % | |||||||||||
| Electrician salaries and payroll taxes | 329 | 387 | (58 | ) | (15 | )% | ||||||||||
| Gross mining profit (2) | 30,140 | 22,267 | 7,873 | 35 | % | |||||||||||
| Gross mining margin | 76 | % | 80 | % | — | — | ||||||||||
| (1) | Non-mining revenues reconciliation: |
| (U.S.$ in thousands except where indicated) | Three months ended | |||||||||||||||
| For the periods ended as indicated | March 31, 2022 | March 31, 2021 | $ Change | % Change | ||||||||||||
| Revenues | 40,329 | 28,432 | 11,897 | 42 | % | |||||||||||
| Less mining related revenues for the purpose of calculating gross mining margin: | ||||||||||||||||
| Mining revenues | (39,725 | ) | (27,190 | ) | (12,535 | ) | 46 | % | ||||||||
| Hosting revenues | — | (546 | ) | 546 | 100 | % | ||||||||||
| Non-mining revenues | 604 | 696 | (92 | ) | (13 | )% | ||||||||||
| (2) | “Gross mining profit” is defined as Gross profit excluding depreciation and amortization and other minor items included in cost of sales that do not directly relate to mining related activities. "Gross mining margin” is defined as the percentage obtained when dividing Gross mining profit by Revenues from mining related activities. |
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