EX-99.1 2 cifr-ex99_1.htm EX-99.1 EX-99.1

 

 

Exhibit 99.1

 

Cipher Mining Provides First Quarter 2022 Business Update

 

Began Bitcoin Mining in February 2022

Reaching Significant Milestones for Build Out Plan

 

NEW YORK—May 10, 2022—Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company"), a U.S.-based Bitcoin mining company, today announced results for its first quarter ending March 31, 2022, along with an update on its operations and deployment strategy.

 

“Our first quarter was marked by significant milestones, including the start of rig installation and mining of our first bitcoins,” said Tyler Page, CEO of Cipher. "I am pleased to say we are meeting our goals, and we are scaling quickly as we continue to build Cipher into a leading U.S.-based Bitcoin mining enterprise."

 

Operations Updates

 

Began Bitcoin mining in February at its first data center at Alborz.
First 0.3 EH/s (2,949 mining rigs) installed at Alborz facility.
400 PH/s added to 2022 delivery forecast, bringing new Cipher hashrate forecast to 7.5 EH/s of equipment scheduled for delivery in 2022, with a highly efficient machine fleet averaging 32.1 J/TH.
Four sites in development with an expected 275 MW of power availability by the end of 2022.
Cipher’s weighted average power price is 2.73 c/kWh and anticipated weighted average cost for mining rigs is expected to be $45.01 per TH/s.
Closed $46.9 million debt financing for Alborz from BlockFi Lending LLC on May 2, 2022.

 

Business Update Call and Webcast

 

Cipher will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the first quarter results for 2022 and management’s outlook for future financial and operational performance. The live webcast and a webcast replay of the conference call can be accessed from the investor relations page of Cipher's website at https://investors.ciphermining.com. To access this conference call, dial (844) 689-1757 or (929) 517-0940 and use the conference ID 2635904.

 

About Cipher

 

Cipher is an industrial-scale Bitcoin mining company dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Cipher aims to leverage its best-in-class technology, market-leading power purchase arrangements, and a seasoned, dedicated senior management team to become a market leader in Bitcoin mining. 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 U.S. 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 or during the business update conference call that are not statements of historical fact, including statements about our beliefs and expectations regarding our performance, strategy, expansion plans, future operations, future operating results, projected costs, prospects, plans, and objectives of our management, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," 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 its 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 document, including but not limited to: volatility in the price of Cipher's securities due to a variety of factors, including changes in the competitive and regulated industry in which Cipher operates, variations in performance across competitors, changes in laws and regulations affecting Cipher'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 "Risk Factors" section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 4, 2022 and in Cipher's subsequent filings with the SEC including Cipher’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 10, 2022. 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.

 

 

 

 

 

 


 

Contacts:

Investor Contact:

Lori Barker

Blueshirt Group Investor Relations

cipher@blueshirtgroup.com

 

Media Contact:

Ryan Dicovitsky / Kendal Till

Dukas Linden Public Relations

CipherMining@DLPR.com

 

 

 


 

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except for share and per share amounts)

(unaudited)

 

 

March 31, 2022

 

 

December 31, 2021

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

99,495

 

 

$

209,841

 

Prepaid expenses

 

11,400

 

 

 

13,819

 

Cryptocurrencies

 

191

 

 

 

-

 

Total current assets

 

111,086

 

 

 

223,660

 

 

 

 

 

 

 

Deposits on equipment

 

207,164

 

 

 

114,857

 

Property and equipment, net

 

15,178

 

 

 

5,124

 

Security deposits

 

11,362

 

 

 

10,352

 

Investment in equity investee

 

7,373

 

 

 

-

 

Right-of-use asset

 

5,718

 

 

 

-

 

Deferred investment costs

 

-

 

 

 

174

 

Total assets

$

357,881

 

 

$

354,167

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

1,991

 

 

$

242

 

Accounts payable, related party

 

3,863

 

 

 

-

 

Operating lease liability, current portion

 

557

 

 

 

-

 

Accrued expenses

 

3,611

 

 

 

257

 

Total current liabilities

 

10,022

 

 

 

499

 

 

 

 

 

 

 

Operating lease liability, net of current portion

 

5,276

 

 

 

-

 

Warrant liability

 

89

 

 

 

137

 

Total liabilities

 

15,387

 

 

 

636

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2022 and December 31, 2021

 

-

 

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 253,685,763 and 252,131,679 shares issued as of March 31, 2022 and December 31, 2021, respectively, and 250,174,273 and 249,279,420 shares outstanding as of March 31, 2022 and December 31, 2021, respectively

 

254

 

 

 

252

 

Additional paid-in capital

 

431,899

 

 

 

425,438

 

Treasury stock, at par, 3,511,490 and 2,852,259 shares at March 31, 2022 and December 31, 2021, respectively

 

(4

)

 

 

(3

)

Accumulated deficit

 

(89,655

)

 

 

(72,156

)

Total stockholders’ equity

 

342,494

 

 

 

353,531

 

Total liabilities and stockholders’ equity

$

357,881

 

 

$

354,167

 

 

 

 


 

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except for share and per share amounts)

(unaudited)

 

Three Months Ended March 31, 2022

 

 

Two Months Ended March 31, 2021

 

Costs and expenses

 

 

 

 

 

 General and administrative

$

17,390

 

 

$

113

 

 Depreciation

 

7

 

 

 

-

 

 Impairment of cryptocurrencies

 

4

 

 

 

-

 

Total costs and expenses

 

17,401

 

 

 

113

 

Operating loss

 

(17,401

)

 

 

(113

)

Other income

 

 

 

 

 

 Interest income

 

7

 

 

 

-

 

 Change in fair value of warrant liability

 

48

 

 

 

-

 

 Equity in loss of equity investment

 

(153

)

 

 

-

 

Total other income

 

(98

)

 

 

-

 

Net loss

$

(17,499

)

 

$

(113

)

Basic and diluted net loss per share

$

(0.07

)

 

$

-

 

Basic and diluted weighted average number of shares outstanding

 

250,174,255

 

 

 

200,000,000

 

 

 

 


 

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)

 

Three Months Ended March 31, 2022

 

 

Two Months Ended March 31, 2021

 

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(17,499

)

 

$

(113

)

 Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 Depreciation

 

7

 

 

 

-

 

 Amortization of right-of-use assets

 

140

 

 

 

-

 

 Change in fair value of warrant liability

 

(48

)

 

 

-

 

 Share-based compensation

 

9,514

 

 

 

-

 

 Equity in earnings (loss) of equity investment

 

153

 

 

 

-

 

 Impairment of cryptocurrencies

 

4

 

 

 

-

 

 Changes in assets and liabilities:

 

 

 

 

 

 Prepaid expenses

 

2,288

 

 

 

-

 

 Security deposits

 

(1,010

)

 

 

-

 

 Accounts payable

 

120

 

 

 

67

 

 Accounts payable, related party

 

-

 

 

 

2

 

 Accrued expenses

 

2,904

 

 

 

(1

)

 Lease liability

 

106

 

 

 

-

 

 Net cash used in operating activities

 

(3,321

)

 

 

(45

)

Cash flows from investing activities

 

 

 

 

 

 Deposits on equipment

 

(96,914

)

 

 

-

 

 Purchases of property and equipment

 

(7,059

)

 

 

-

 

 Net cash used in investing activities

 

(103,973

)

 

 

-

 

Cash flows from financing activities

 

 

 

 

 

 Proceeds from borrowings on related party loan

 

-

 

 

 

100

 

 Repurchase of common shares to pay employee withholding taxes

 

(3,052

)

 

 

-

 

 Net cash (used in) provided by financing activities

 

(3,052

)

 

 

100

 

Net (decrease) increase in cash and cash equivalents

 

(110,346

)

 

 

55

 

Cash and cash equivalents, beginning of the period

 

209,841

 

 

 

-

 

Cash and cash equivalents, end of the period

$

99,495

 

 

$

55

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 Cash paid for interest

$

-

 

 

$

-

 

 Cash paid for income taxes, net

$

-

 

 

$

-

 

Supplemental disclosure of noncash investing and financing activities

 

 

 

 

 

 Equity method investment acquired for non-cash consideration

$

7,118

 

 

$

-

 

 Right-of-use asset obtained in exchange for operating lease liability

$

5,859

 

 

$

-

 

 Deposits on equipment in accounts payable, related party

$

2,506

 

 

$

-

 

 Property and equipment purchases in accounts payable

$

1,624

 

 

$

3

 

 Property and equipment purchases in accounts payable, related party

$

1,357

 

 

$

-

 

 Investment in equity investee in accrued expenses

$

428

 

 

$

-

 

 Cryptocurrencies received from equity method investment

$

195

 

 

$

-

 

 Reclassification of deferred investment costs to equity method investment

$

174

 

 

$

-

 

 Property and equipment purchases in accrued expenses

$

22

 

 

$

-

 

 Deposits on equipment in accounts payable

$

5

 

 

$

-

 

 Deferred offering costs included in accrued expenses

$

-

 

 

$

1,525

 

 Deferred offering costs included in accounts payable

$

-

 

 

$

98

 

 Deferred investment costs included in accrued expenses

$

-

 

 

$

97

 

 

 

 


 

Non-GAAP Financial Measures

 

The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of (i) depreciation of fixed assets and (ii) stock compensation expense, to its most directly comparable GAAP measure for the periods indicated:

 

 

Three Months Ended
March 31, 2022

 

 

Two Months Ended March 31, 2021

 

 Reconciliation of non-GAAP loss from operations:

 

 

 

 

 

 

 Operating loss

 

$

(17,401

)

 

$

(113

)

 Depreciation

 

 

7

 

 

 

-

 

 Impairment of cryptocurrencies

 

 

4

 

 

 

-

 

 Stock compensation expense

 

 

9,514

 

 

 

-

 

 Non-GAAP loss from operations

 

$

(7,876

)

 

$

(113

)

 

The following are reconciliations of our non-GAAP net loss and non-GAAP basic and diluted net loss per share, in each case excluding the impact of (i) depreciation of fixed assets (ii) change in fair value of warrant liability and (iii) stock compensation expense, to the most directly comparable GAAP measures for the periods indicated:

 

 

Three Months Ended
March 31, 2022

 

 

Two Months Ended March 31, 2021

 

 Reconciliation of non-GAAP net loss:

 

 

 

 

 

 

 Net loss

 

$

(17,499

)

 

$

(113

)

 Non-cash adjustments to net loss

 

 

 

 

 

 

 Depreciation

 

 

7

 

 

 

-

 

 Change in fair value of warrant liability

 

 

48

 

 

 

-

 

 Impairment of cryptocurrencies

 

 

4

 

 

 

-

 

 Stock compensation expense

 

 

9,514

 

 

 

-

 

 Total non-cash adjustments to net loss

 

 

9,573

 

 

 

-

 

 Non-GAAP net loss

 

$

(7,926

)

 

$

(113

)

 

 

 

 

 Reconciliation of non-GAAP basic and diluted net loss per
 share:

 

 

 

 

 

 

 Basic and diluted net loss per share

 

$

(0.07

)

 

$

-

 

 Depreciation of fixed assets (per share)

 

 

-

 

 

 

-

 

 Change in fair value of warrant liability (per share)

 

 

-

 

 

 

-

 

 Impairment of cryptocurrencies (per share)

 

 

-

 

 

 

-

 

 Stock compensation expense (per share)

 

 

0.04

 

 

 

-

 

 Non-GAAP basic and diluted net loss per share

 

$

(0.03

)

 

$

-

 

 

 

###