July 31, 2024
Jeffrey Lucas
Chief Financial Officer
Bitfarms Ltd
110 Yonge Street
Suite 1601
Toronto, Ontario
Canada M5C 1T4
Re: Bitfarms Ltd
Form 40-F for the Fiscal Year Ended December 31, 2023
Response dated February 1, 2024
File No. 001-40370
Dear Jeffrey Lucas:
We have reviewed your February 1, 2024 response to our comment letter
and have the
following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our January
18, 2024 letter.
Form 40-F for the Fiscal Year Ended December 31, 2023
Recovery of Erroneously Awarded Compensation, page 7
1. It appears that you have not provided your disclosure about your
recovery analysis in an
Interactive Data File in accordance with Rule 405 of Regulation S-T and
the EDGAR
Filer Manual. In future filings where you conduct a recovery analysis,
please also include
the interactive data.
Consolidated Statements of Cash Flows, page F-7
2. We acknowledge your responses to comment 1 from our letter dated June
26, 2023
and comment 1 from our letter dated September 18, 2023. Please revise to
classify the
proceeds from sales of your digital assets, which are classified as
intangible assets, within
investing activities consistent with the requirements of IAS 7.16(b).
July 31, 2024
Page 2
Note 3. Basis of Presentation and Material Accounting Policy Information
Revenue recognition, page F-12
3. We acknowledge your response to prior comment 2. Please respond to the
following and
revise your disclosure in future filings to specifically address the
following concerning
your mining revenue recognition under IFRS 15:
You disclose you entered into arrangements with a mining pool and
have undertaken
the performance obligation of providing computing power used for
hashing
calculations to the mining pool in exchange for noncash
consideration in the form of
cryptocurrency, which is variable consideration.
o Clarify in your disclosure, if true, that the contracts are with
a mining pool
operator, the mining pool operator is your customer, the
services you provide to
your customer are an output of your ordinary activities, you
have a single
performance obligation, and the form of noncash consideration
is bitcoin.
o You disclose your performance obligation is to provide computing
power used
for hashing calculations. In your response, you told us the
mining pool operator
dictates how the computing power will be used. Clarify for us
the nature of the
services you provide and tell us whether you perform hash
calculations for the
pool operator. In this regard, we understand that you run
software from the pool
operator that constructs block header candidates and performs
hash computations
on behalf of the pool operator.
o If you do perform hash calculations for the pool operator, tell
us whether a more
accurate description of your promise and single performance
obligation is a
service to perform hash calculations for the pool operator, and
if so, make
corresponding revision to your accounting policy and related
disclosures
throughout your filing.
You disclose the duration of the contract is less than 24 hours
and the contract is
continuously renewed throughout the day. Tell us your consideration
of
disclosing that your enforceable right to compensation begins when
and continues as
long as you provide services, and you decide when to provide
services under the
contracts.
You disclose you recognize revenues upon delivery of the service
over a 24-hour
period, which generally coincides with the receipt of crypto assets
in exchange for the
provision of computational power used for hashing calculations and
the contract
inception date.
o Tell us whether transfer of control of your services is at the
same time as
upon delivery of the service over a 24-hour period. If so,
clarify the disclosure to
refer to when control transfers. Refer to IFRS 15.31.
o Reconcile the disclosure that the timing of the receipt of the
crypto assets
coincides with the delivery of the service with your response
that you receive the
noncash consideration a few hours after the end of day you
provide that service
and revise your disclose accordingly.
Explain further your response that you (a) recognize revenue only
after receiving
confirmation from the mining pool when analyzing IFRS 15.46 and (b)
recognize
revenue throughout the 24-hour period and update the estimated
transaction price
July 31, 2024
Page 3
each day, after the 24-hour period is completed since these two
statements appear to
be contradictory. We note that the requirements of IFRS 15.31
indicate that
recognition occurs upon the transfer of control of the service, not
upon receipt of
confirmation.
o As applicable, revise your accounting policy to comply with IFRS
15, noting that
in the last paragraph in Note 3.b.i. on page F-13 you state that
revenues are
recognized upon delivery of the service over a 24-hour period
yet tie that
recognition to receipt of consideration. Tell us if applying the
corrected policy to
historical periods results in a material change to the
historical financial
statements presented.
o You told us that for the fiscal years ended December 31, 2021
and 2022 and a
preliminary analysis of 2023, you had not identified any
material differences.
Clarify for us whether you identified any differences between
your historical
accounting policy and what is required by IFRS 15. If you
identified differences,
explain the differences to us and how you determined the
differences were not
material.
o Explain further your response that you perform a
reasonability analysis of the
price of bitcoin at the time it is received compared to the
average price for the
day. Tell us the purpose of this analysis, explain the process
in more detail
(including an example), and cite the accounting literature upon
which you relied.
Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at
202-551-3105 if you
have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets
