Cipher Mining Provides Third Quarter 2024 Business Update

Completed acquisition of Barber Lake data center site, which includes 250 acres of land in West Texas, a newly constructed high-to-mid voltage substation, approvals for 300 MW, and agreements necessary to participate in the ERCOT market

Completed acquisition of Reveille data center site, which includes approvals for 70 MW and potential to expand to 200 MW, with energization targeted for 2027

Signed option agreements to purchase or lease three sites in Texas with targeted power capacity of 500 MW each, suitable for HPC or bitcoin mining

Third Quarter 2024 Net Loss of $87m, and Adjusted Loss of $3m

NEW YORK, Oct. 31, 2024 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) (โ€œCipherโ€ or the โ€œCompanyโ€) today announced results for its third quarter ended September 30, 2024, with an update on its operations and business strategy.

โ€œWe had a very busy third quarter, especially on the corporate and business development side,โ€ said Tyler Page, CEO. โ€œWe were delighted to close our acquisition of the Barber Lake site, which has 300 MW immediately available for energization, and more recently, we also closed on our acquisition of the Reveille site, which is approved for 70 MW and has potential to scale to 200 MW. Looking to the future, we also created a pathway to become one of the largest data center developers in the world by finalizing the purchase of options to acquire three new sites with a total cumulative power capacity of up to 1.5 GW. Cipherโ€™s active portfolio and options for development now total 2.5 GW across 10 sites.โ€

โ€œWe have made great progress in our discussions with hyperscalers in recent weeks as we seek our first HPC tenants while also continuing to build-out our bitcoin operations with the upgrade of our miner fleet at Odessa. Our operations and construction teams have extensive experience building tier 3 data centers, and we look forward to leveraging their broad skill sets as we expand our scope to bring on our first HPC tenants in the future.โ€

โ€œDespite the headwind of record low hashprices for the bitcoin mining industry in the third quarter, our team delivered another set of solid results. The value of our Odessa power purchase agreement took a significant markdown given the passage of time and the drop in forward market prices for electricity, which contributed to the headline net loss this quarter. On an adjusted basis, our adjusted loss was nearly flat quarter-over-quarter, which we see as a testament to our low-cost unit economics given the known challenges presented to the entire industry in the first full quarter after the bitcoin halving. With our fleet upgrade at Odessa in the fourth quarter, we will be powering an extremely efficient fleet of rigs with industry-low costs for electricity, so we should be well-positioned for brighter bitcoin mining conditions going forward,โ€ said Mr. Page.

Finance and Operations Highlights

  • Completed acquisition of 300 MW Barber Lake data center site
  • Completed acquisition of 70 MW Reveille data center site, which may be expanded to 200 MW and is well-suited for both HPC or bitcoin mining data centers
  • Signed options to acquire up to 1.5 GW of new sites in Texas that are also suitable for both HPC or bitcoin mining data centers
  • Upgrade of Odessa site bringing total self-mining hashrate to ~13.5 EH/s remains on track for Q4 2024
  • Construction of the 300 MW data center at Black Pearl progressing well, with expected energization in Q2 2025
  • Q3 2024 net loss of $87 million, or $0.26 per diluted share, and adjusted loss of $3 million, or $0.01 per diluted share

Business Update Call and Webcast

The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of Cipherโ€™s website at https://investors.ciphermining.com. To access this conference call by telephone, register here to receive dial-in numbers and a unique PIN to join the call.

About Cipher

Cipher is focused on the development and operation of industrial-scale data centers for bitcoin mining and HPC hosting. Cipher aims to be a market leader in innovation, including in bitcoin mining growth, data center construction and as a hosting partner to the world's largest HPC companies. To learn more about Cipher, please visit https://www.ciphermining.com/.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operations of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words โ€œmay,โ€ โ€œwill,โ€ โ€œshould,โ€ โ€œexpects,โ€ โ€œplans,โ€ โ€œanticipates,โ€ โ€œcould,โ€ โ€œseeks,โ€ โ€œintends,โ€ โ€œtargets,โ€ โ€œprojects,โ€ โ€œcontemplates,โ€ โ€œbelieves,โ€ โ€œestimates,โ€ โ€œstrategy,โ€ โ€œfuture,โ€ โ€œforecasts,โ€ โ€œopportunity,โ€ โ€œpredicts,โ€ โ€œpotential,โ€ โ€œwould,โ€ โ€œwill likely result,โ€ โ€œcontinue,โ€ and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of Cipherโ€™s securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, Cipherโ€™s evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting Cipherโ€™s business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the โ€œRisk Factorsโ€ section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (โ€œSECโ€), as any such factors may be updated from time to time in the Companyโ€™s other filings with the SEC, including without limitation, the Companyโ€™s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Cipher assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

This press release includes supplemental financial measures, including Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case , which exclude the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability. These supplemental financial measures are not a measurement of financial performance under accounting principles generally accepted in the United Stated (โ€œGAAPโ€) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP. For example, we expect that share-based compensation expense, which is excluded from the non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers and directors. Similarly, we expect that depreciation and amortization will continue to be an expense over the term of the useful life of the related assets. Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our financial statements prepared in accordance with GAAP. We rely primarily on such financial statements to understand, manage and evaluate our business performance and use the non-GAAP financial measures only supplementally.

Contacts:
Investor Contact:
Josh Kane
Head of Investor Relations at Cipher Mining
josh.kane@ciphermining.com

Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
CipherMining@DLPR.com

ย 
CIPHER MINING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
(unaudited)
ย 
ย September 30,
2024
ย December 31,
2023
ASSETSย ย ย 
Current assetsย ย ย 
Cash and cash equivalents$25,342ย ย $86,105ย 
Accounts receivableย 226ย ย ย 622ย 
Receivables, related partyย 59ย ย ย 245ย 
Prepaid expenses and other current assetsย 3,488ย ย ย 3,670ย 
Bitcoinย 95,459ย ย ย 32,978ย 
Derivative assetย 27,185ย ย ย 31,878ย 
Total current assetsย 151,759ย ย ย 155,498ย 
Restricted cashย 14,392ย ย ย -ย 
Property and equipment, netย 310,699ย ย ย 243,815ย 
Deposits on equipmentย 144,573ย ย ย 30,812ย 
Intangible assets, netย 25,742ย ย ย 8,109ย 
Investment in equity investeesย 54,973ย ย ย 35,258ย 
Derivative assetย 47,225ย ย ย 61,713ย 
Operating lease right-of-use assetย 10,564ย ย ย 7,077ย 
Security depositsย 15,301ย ย ย 23,855ย 
Other noncurrent assetsย 210ย ย ย -ย 
Total assets$775,438ย ย $566,137ย 
LIABILITIES AND STOCKHOLDERSโ€™ EQUITYย ย ย 
Current liabilitiesย ย ย 
Accounts payable$13,154ย ย $4,980ย 
Accounts payable, related partyย -ย ย ย 1,554ย 
Accrued expenses and other current liabilitiesย 40,764ย ย ย 22,439ย 
Finance lease liability, current portionย 3,695ย ย ย 3,404ย 
Operating lease liability, current portionย 1,479ย ย ย 1,166ย 
Warrant liabilityย -ย ย ย 250ย 
Total current liabilitiesย 59,092ย ย ย 33,793ย 
Asset retirement obligationย 19,810ย ย ย 18,394ย 
Finance lease liabilityย 8,319ย ย ย 11,128ย 
Operating lease liabilityย 9,662ย ย ย 6,280ย 
Deferred tax liabilityย 6,564ย ย ย 5,206ย 
Total liabilitiesย 103,447ย ย ย 74,801ย 
Commitments and contingencies (Note 13)ย ย ย 
Stockholdersโ€™ equityย ย ย 
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of September 30, 2024, and December 31, 2023ย -ย ย ย -ย 
Common stock, $0.001 par value, 500,000,000 shares authorized, 355,771,238 and 296,276,536 shares issued as of September 30, 2024 and December 31, 2023, respectively, and 347,800,186 and 290,957,862 shares outstanding as of September 30, 2024, and December 31, 2023, respectivelyย 356ย ย ย 296ย 
Additional paid-in capitalย 870,565ย ย ย 627,822ย 
Accumulated deficitย (198,922)ย ย (136,777)
Treasury stock, at par, 7,971,052 and 5,318,674 shares at September 30, 2024 and December 31, 2023, respectivelyย (8)ย ย (5)
Total stockholdersโ€™ equityย 671,991ย ย ย 491,336ย 
Total liabilities and stockholdersโ€™ equity$775,438ย ย $566,137ย 


ย 
CIPHER MINING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for share and per share amounts)
(unaudited)
ย 
ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Revenue - bitcoin mining$24,102ย ย $30,304ย ย $109,047ย ย $83,423ย 
Costs and operating expenses (income)ย ย ย ย ย ย ย 
Cost of revenueย 15,063ย ย ย 13,008ย ย ย 44,164ย ย ย 37,017ย 
Compensation and benefitsย 14,738ย ย ย 17,071ย ย ย 44,058ย ย ย 41,676ย 
General and administrativeย 8,919ย ย ย 6,827ย ย ย 23,362ย ย ย 20,977ย 
Depreciation and amortizationย 28,636ย ย ย 16,217ย ย ย 66,131ย ย ย 42,284ย 
Change in fair value of derivative assetย 48,520ย ย ย (4,744)ย ย 19,181ย ย ย (13,294)
Power salesย (1,444)ย ย (2,720)ย ย (3,726)ย ย (8,469)
Equity in (income) losses of equity investeesย (847)ย ย 1,998ย ย ย (1,008)ย ย 4,179ย 
Losses (gains) on fair value of bitcoinย 1,911ย ย ย 1,848ย ย ย (22,336)ย ย (3,276)
Other gainsย -ย ย ย (95)ย ย -ย ย ย (2,355)
Total costs and operating expensesย 115,496ย ย ย 49,410ย ย ย 169,826ย ย ย 118,739ย 
Operating lossย (91,394)ย ย (19,106)ย ย (60,779)ย ย (35,316)
Other income (expense)ย ย ย ย ย ย ย 
Interest incomeย 1,188ย ย ย 11ย ย ย 3,027ย ย ย 112ย 
Interest expenseย (346)ย ย (627)ย ย (1,118)ย ย (1,513)
Change in fair value of warrant liabilityย -ย ย ย 10ย ย ย 250ย ย ย (49)
Other expenseย (4)ย ย (6)ย ย (1,235)ย ย (18)
Total other income (expense)ย 838ย ย ย (612)ย ย 924ย ย ย (1,468)
Loss before taxesย (90,556)ย ย (19,718)ย ย (59,855)ย ย (36,784)
Current income tax expenseย (211)ย ย (95)ย ย (932)ย ย (143)
Deferred income tax benefit (expense)ย 4,013ย ย ย 1,192ย ย ย (1,358)ย ย 555ย 
Total income tax benefit (expense)ย 3,802ย ย ย 1,097ย ย ย (2,290)ย ย 412ย 
Net loss$(86,754)ย $(18,621)ย $(62,145)ย $(36,372)
Loss per share - basic and diluted$(0.26)ย $(0.07)ย $(0.20)ย $(0.15)
Weighted average shares outstanding - basicย 332,680,037ย ย ย 251,789,350ย ย ย 314,820,110ย ย ย 249,858,033ย 
Weighted average shares outstanding - dilutedย 332,680,037ย ย ย 251,789,350ย ย ย 314,820,110ย ย ย 249,858,033ย 


ย 
CIPHER MINING INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
ย 
ย Nine Months Ended September 30,
ย ย 2024ย ย ย 2023ย 
Cash flows from operating activitiesย ย ย 
Net loss$(62,145)ย $(36,372)
Adjustments to reconcile net loss to net cash used in operating activities:ย ย ย 
Depreciationย 65,661ย ย ย 42,284ย 
Amortization of intangible assetsย 470ย ย ย -ย 
Amortization of operating right-of-use assetย 888ย ย ย 688ย 
Share-based compensationย 31,865ย ย ย 28,687ย 
Equity in losses (gains) of equity investeesย (1,008)ย ย 4,179ย 
Non-cash lease expenseย 429ย ย ย 1,477ย 
Otherย (1,235)ย ย -ย 
Deferred income taxesย 1,358ย ย ย (555)
Bitcoin received as payment for servicesย (109,443)ย ย (83,161)
Change in fair value of derivative assetย 19,181ย ย ย (13,294)
Change in fair value of warrant liabilityย (250)ย ย 49ย 
Gains on fair value of bitcoinย (22,336)ย ย (3,276)
Changes in assets and liabilities:ย ย ย 
Accounts receivableย 396ย ย ย (262)
Receivables, related partyย 186ย ย ย (958)
Prepaid expenses and other current assetsย 182ย ย ย 3,238ย 
Security depositsย 16,851ย ย ย 144ย 
Other non-current assetsย (210)ย ย -ย 
Accounts payableย 565ย ย ย 2,366ย 
Accounts payable, related partyย -ย ย ย (1,529)
Accrued expenses and other current liabilitiesย 62ย ย ย 10,732ย 
Lease liabilitiesย -ย ย ย (762)
Net cash used in operating activitiesย (58,533)ย ย (46,325)
Cash flows from investing activitiesย ย ย 
Proceeds from sale of bitcoinย 79,786ย ย ย 78,729ย 
Deposits on equipmentย (135,263)ย ย (4,533)
Purchases of property and equipmentย (92,373)ย ย (32,980)
Purchases and development of softwareย (1,059)ย ย -ย 
Purchase of strategic contractsย (17,044)ย ย -ย 
Capital distributions from equity investeesย -ย ย ย 3,807ย 
Investment in equity investeesย (29,194)ย ย (3,545)
Prepayments on financing leaseย -ย ย ย (3,676)
Net cash (used in) provided by investing activitiesย (195,147)ย ย 37,802ย 
Cash flows from financing activitiesย ย ย 
Proceeds from the issuance of common stockย 225,181ย ย ย 11,644ย 
Offering costs paid for the issuance of common stockย (3,487)ย ย (298)
Repurchase of common shares to pay employee withholding taxesย (10,760)ย ย (3,224)
Principal payments on financing leaseย (3,625)ย ย (8,184)
Net cash provided by (used in) financing activitiesย 207,309ย ย ย (62)
Net decrease in cash, cash equivalents, and restricted cashย (46,371)ย ย (8,585)
Cash, cash equivalents, and restricted cash, beginning of the periodย 86,105ย ย ย 11,927ย 
Cash and cash equivalents, and restricted cash, end of the period$39,734ย ย $3,342ย 


ย Nine Months Ended September 30,
ย ย 2024ย ย ย 2023ย 
Supplemental disclosure of noncash investing and financing activitiesย ย ย ย 
Reclassification of deposits on equipment to property and equipment$21,502ย ย $74,186ย 
Property and equipment purchases in accounts payable and accrued expenses$17,422ย ย $-ย 
Bitcoin received from equity investees$10,487ย ย $317ย 
Settlement of related party payable related to master services and supply agreement$1,554ย ย $-ย 
Right-of-use asset obtained in exchange for finance lease liability$4,375ย ย $14,212ย 
Sales tax accrual on machine purchases$1,388ย ย $1,837ย 
Equity method investment acquired for non-cash consideration$-ย ย $1,926ย 
Finance lease cost in accrued expenses$-ย ย $2,060ย 
ย ย ย ย ย ย ย ย 

The following table provides a reconciliation of Cash and cash equivalents together with Restricted cash as reported within the Condensed Consolidated Balance Sheets to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

ย ย 
ย Nine Months Ended September 30,
ย ย 2024ย ย ย 2023ย 
Cash and cash equivalents$25,342ย ย $3,342ย 
Restricted cash$14,392ย ย $-ย 
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows$39,734ย ย $3,342ย 
ย ย ย ย ย ย ย ย 

Non-GAAP Financial Measures

The following are reconciliations of our Adjusted Earnings (Loss) and Adjusted Earnings (Loss) per share - diluted, in each case excluding the impact of (i) the non-cash change in fair value of derivative asset, (ii) share-based compensation expense, (iii) depreciation and amortization, (iv) deferred income tax expense, (v) nonrecurring gains and losses and (vi) the non-cash change in fair value of warrant liability, to the most directly comparable GAAP measures for the periods indicated (in thousands, except for per share amounts):

ย ย ย ย 
ย Three Months Ended September 30,ย Nine Months Ended September 30,
ย ย 2024ย ย ย 2023ย ย ย 2024ย ย ย 2023ย 
Reconciliation of Adjusted Earnings: ย ย ย ย ย ย ย 
Net loss$(86,754)ย $(18,621)ย $(62,145)ย $(36,372)
Change in fair value of derivative assetย 48,520ย ย ย (4,744)ย ย 19,181ย ย ย (13,294)
Share-based compensation expenseย 10,211ย ย ย 10,699ย ย ย 31,865ย ย ย 17,988ย 
Depreciation and amortizationย 28,636ย ย ย 16,217ย ย ย 66,131ย ย ย 42,284ย 
Deferred income tax expenseย (4,013)ย ย (1,192)ย ย 1,358ย ย ย (555)
Other gains - nonrecurringย -ย ย ย (95)ย ย -ย ย ย (2,355)
Change in fair value of warrant liabilityย -ย ย ย (10)ย ย (250)ย ย 49ย 
Adjusted (loss) earnings $(3,400)ย $2,254ย ย $56,140ย ย $7,745ย 
ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย 
Reconciliation of Adjusted Earnings per share - diluted:ย ย ย ย ย ย ย 
Net loss per share - diluted$(0.26)ย $(0.07)ย $(0.20)ย $(0.15)
Change in fair value of derivative asset per diluted shareย 0.14ย ย ย (0.02)ย ย 0.07ย ย ย (0.05)
Share-based compensation expense per diluted shareย 0.03ย ย ย 0.04ย ย ย 0.10ย ย ย 0.07ย 
Depreciation and amortization per diluted shareย 0.09ย ย ย 0.06ย ย ย 0.21ย ย ย 0.17ย 
Deferred income tax expense per diluted shareย (0.01)ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย 
Other gains - nonrecurring per diluted shareย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย (0.01)
Change in fair value of warrant liability per diluted shareย โ€”ย ย ย โ€”ย ย ย โ€”ย ย ย โ€”ย 
Adjusted (loss) earnings per diluted share$(0.01)ย $0.01ย ย $0.18ย ย $0.03ย 

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