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

Exhibit 99.1

 

Cipher Mining Provides Second Quarter 2024 Business Update

 

Current hashrate of ~8.7 EH/s on target for ~13.5 EH/s by end of 2024 and ~35.0 EH/s by end of 2025

 

Acquiring additional 1.7 GW of power capacity suitable for HPC infrastructure or bitcoin mining

 

Second Quarter 2024 GAAP Net Loss of $15m, and Non-GAAP Adjusted Loss of $3m

 

 

NEW YORK—August 13, 2024—Cipher Mining Inc. (NASDAQ: CIFR) (“Cipher” or the “Company”) today announced results for its second quarter ended June 30, 2024, with an update on its operations and business strategy.

 

“We currently operate ~8.7 EH/s of self-mining hashrate and are on track to hit ~13.5 EH/s by year-end 2024, and ~35.0 EH/s by year-end 2025,” said Tyler Page, CEO of Cipher.

 

“In addition to constructing the 300 MW facility at Black Pearl, we are on track to close the acquisition of our new Reveille data center site with up to 200 MW of capacity and are pleased to announce we have executed a term sheet for an option to acquire three new sites with a cumulative power capacity of 1.5 GW. These sites are well-suited for both bitcoin mining and HPC data centers. With our operations and construction teams, which are led by seasoned experts who have built and run HPC data centers for some of the top hyperscalers in the world, we are uniquely positioned to maximize opportunities in both bitcoin mining and HPC infrastructure.”

 

“We expect developing HPC infrastructure will be complementary to our bitcoin mining business and that we can strike the right balance between the two business lines to drive significant shareholder value for many years,” concluded Mr. Page.

 

Finance and Operations Highlights

 

Upgrade of Odessa site bringing total self-mining hashrate to ~13.5 EH/s on track for Q4 2024
Construction of 300 MW data center at Black Pearl underway with expected energization in Q2 2025
Acquisition of Reveille data center site with up to 200 MW of capacity well-suited for HPC data centers expected to close soon
Executed term sheet for option to acquire 1.5 GW of new sites in North America suitable for both HPC or bitcoin mining data centers
Q2 2024 GAAP diluted net loss of $0.05 per share, and non-GAAP diluted adjusted loss of $0.01 per 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 Cipher’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 an emerging technology company focused on the development and operation of bitcoin mining data centers. Cipher is dedicated to expanding and strengthening the Bitcoin network's critical infrastructure. Together with its diversely talented team and strategic partnerships, Cipher aims to be a market leader in bitcoin mining growth and innovation. 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, including statements about our beliefs and expectations regarding our future results of operations and financial position, business strategy, timing and likelihood of success, potential expansion of and additional bitcoin mining data centers, expectations regarding the operations of mining centers, and management plans and objectives, 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 “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “strategy,” “future,” “forecasts,” “opportunity,” “predicts,” “potential,” “would,” “will likely result,” “continue,” 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 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 5, 2024, and in Cipher’s subsequent filings with the

 


Securities and Exchange Commission. 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:

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share and per share amounts)

 

 

June 30, 2024

 

 

December 31, 2023

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

122,557

 

 

$

86,105

 

Accounts receivable

 

286

 

 

 

622

 

Receivables, related party

 

176

 

 

 

245

 

Prepaid expenses and other current assets

 

3,599

 

 

 

3,670

 

Bitcoin

 

138,079

 

 

 

32,978

 

Derivative asset

 

44,702

 

 

 

31,878

 

Total current assets

 

309,399

 

 

 

155,498

 

Property and equipment, net

 

239,075

 

 

 

243,815

 

Deposits on equipment

 

58,063

 

 

 

30,812

 

Intangible assets, net

 

8,503

 

 

 

8,109

 

Investment in equity investees

 

49,949

 

 

 

35,258

 

Derivative asset

 

78,228

 

 

 

61,713

 

Operating lease right-of-use asset

 

9,926

 

 

 

7,077

 

Security deposits

 

22,246

 

 

 

23,855

 

Other noncurrent assets

 

203

 

 

 

-

 

Total assets

$

775,592

 

 

$

566,137

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

13,733

 

 

$

4,980

 

Accounts payable, related party

 

-

 

 

 

1,554

 

Accrued expenses and other current liabilities

 

17,855

 

 

 

22,439

 

Finance lease liability, current portion

 

3,595

 

 

 

3,404

 

Operating lease liability, current portion

 

1,262

 

 

 

1,166

 

Warrant liability

 

-

 

 

 

250

 

Total current liabilities

 

36,445

 

 

 

33,793

 

Asset retirement obligation

 

19,337

 

 

 

18,394

 

Finance lease liability

 

9,281

 

 

 

11,128

 

Operating lease liability

 

9,181

 

 

 

6,280

 

Deferred tax liability

 

10,577

 

 

 

5,206

 

Total liabilities

 

84,821

 

 

 

74,801

 

Commitments and contingencies (Note 13)

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of June 30, 2024 and December 31, 2023

 

-

 

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized, 335,557,872 and 296,276,536 shares issued as of June 30, 2024 and December 31, 2023, respectively, and 328,616,426 and 290,957,862 shares outstanding as of June 30, 2024, and December 31, 2023, respectively

 

336

 

 

 

296

 

Additional paid-in capital

 

802,610

 

 

 

627,822

 

Accumulated deficit

 

(112,168

)

 

 

(136,777

)

Treasury stock, at par, 6,941,446 and 5,318,674 shares at June 30, 2024 and December 31, 2023, respectively

 

(7

)

 

 

(5

)

Total stockholders’ equity

 

690,771

 

 

 

491,336

 

Total liabilities and stockholders’ equity

$

775,592

 

 

$

566,137

 

 

 

 

 

 

 

 

 


CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 Revenue - bitcoin mining

$

36,808

 

 

$

31,224

 

 

$

84,945

 

 

$

53,119

 

 Costs and operating expenses (income)

 

 

 

 

 

 

 

 

 

 

 

 Cost of revenue

 

14,281

 

 

 

15,868

 

 

 

29,101

 

 

 

24,009

 

 Compensation and benefits

 

16,285

 

 

 

12,668

 

 

 

29,321

 

 

 

24,605

 

 General and administrative

 

8,365

 

 

 

8,667

 

 

 

14,442

 

 

 

14,150

 

 Depreciation and amortization

 

20,251

 

 

 

14,412

 

 

 

37,495

 

 

 

26,067

 

 Change in fair value of derivative asset

 

(21,980

)

 

 

(3,222

)

 

 

(29,339

)

 

 

(8,550

)

 Power sales

 

(1,109

)

 

 

(5,651

)

 

 

(2,282

)

 

 

(5,749

)

 Equity in losses (gains) of equity investees

 

577

 

 

 

1,431

 

 

 

(161

)

 

 

2,181

 

 Losses (gains) on fair value of bitcoin

 

16,309

 

 

 

(860

)

 

 

(24,247

)

 

 

(5,124

)

 Other gains

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,260

)

 Total costs and operating expenses (income)

 

52,979

 

 

 

43,313

 

 

 

54,330

 

 

 

69,329

 

 Operating (loss) income

 

(16,171

)

 

 

(12,089

)

 

 

30,615

 

 

 

(16,210

)

 Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 Interest income

 

1,053

 

 

 

25

 

 

 

1,839

 

 

 

101

 

 Interest expense

 

(372

)

 

 

(485

)

 

 

(772

)

 

 

(886

)

 Change in fair value of warrant liability

 

-

 

 

 

(22

)

 

 

250

 

 

 

(59

)

 Other income (expense)

 

727

 

 

 

(12

)

 

 

(1,231

)

 

 

(12

)

 Total other income (expense)

 

1,408

 

 

 

(494

)

 

 

86

 

 

 

(856

)

 (Loss) income before taxes

 

(14,763

)

 

 

(12,583

)

 

 

30,701

 

 

 

(17,066

)

 Current income tax expense

 

(335

)

 

 

(31

)

 

 

(721

)

 

 

(48

)

 Deferred income tax expense

 

(193

)

 

 

(584

)

 

 

(5,371

)

 

 

(637

)

 Total income tax expense

 

(528

)

 

 

(615

)

 

 

(6,092

)

 

 

(685

)

 Net (loss) income

$

(15,291

)

 

$

(13,198

)

 

$

24,609

 

 

$

(17,751

)

 Net (loss) income per share - basic and diluted

$

(0.05

)

 

$

(0.05

)

 

$

0.08

 

 

$

(0.07

)

 Weighted average shares outstanding - basic

 

314,353,742

 

 

 

249,127,664

 

 

 

305,497,621

 

 

 

248,892,181

 

 Weighted average shares outstanding - diluted

 

314,353,742

 

 

 

249,127,664

 

 

 

316,652,300

 

 

 

248,892,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Six months ended June 30,

 

 

2024

 

 

2023

 

 Cash flows from operating activities

 

 

 

 

 

 Net income (loss)

$

24,609

 

 

$

(17,751

)

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 Depreciation

 

37,192

 

 

 

26,067

 

 Amortization of intangible assets

 

303

 

 

 

-

 

 Amortization of operating right-of-use asset

 

565

 

 

 

452

 

 Share-based compensation

 

21,654

 

 

 

17,988

 

 Equity in (gains) losses of equity investees

 

(161

)

 

 

2,181

 

 Non-cash lease expense

 

762

 

 

 

878

 

 Other operating activities

 

(1,839

)

 

 

-

 

 Income taxes

 

5,371

 

 

 

637

 

 Bitcoin received as payment for services

 

(85,281

)

 

 

(52,836

)

 Change in fair value of derivative asset

 

(29,339

)

 

 

(8,550

)

 Change in fair value of warrant liability

 

(250

)

 

 

59

 

 Gains on fair value of bitcoin

 

(24,247

)

 

 

(5,124

)

 Changes in assets and liabilities:

 

 

 

 

 

 Accounts receivable

 

336

 

 

 

(282

)

 Receivables, related party

 

69

 

 

 

(512

)

 Prepaid expenses and other current assets

 

71

 

 

 

4,994

 

 Security deposits

 

1,609

 

 

 

(12

)

 Other non-current assets

 

(203

)

 

 

-

 

 Accounts payable

 

(47

)

 

 

(185

)

 Accounts payable, related party

 

-

 

 

 

(1,529

)

 Accrued expenses and other current liabilities

 

(2,745

)

 

 

6,323

 

 Lease liabilities

 

(417

)

 

 

(594

)

 Net cash used in operating activities

 

(51,988

)

 

 

(27,796

)

 Cash flows from investing activities

 

 

 

 

 

 Proceeds from sale of bitcoin

 

10,334

 

 

 

52,475

 

 Deposits on equipment

 

(35,748

)

 

 

(2,932

)

 Purchases of property and equipment

 

(15,766

)

 

 

(28,541

)

 Purchases and development of software

 

(698

)

 

 

-

 

 Prepayments on financing leases

 

-

 

 

 

(3,676

)

 Capital distributions from equity investees

 

-

 

 

 

3,807

 

 Investment in equity investees

 

(20,435

)

 

 

(3,095

)

 Net cash (used in) provided by investing activities

 

(62,313

)

 

 

18,038

 

 Cash flows from financing activities

 

 

 

 

 

 Proceeds from the issuance of common stock

 

163,276

 

 

 

2,821

 

 Offering costs paid for the issuance of common stock

 

(2,868

)

 

 

(76

)

 Repurchase of common shares to pay employee withholding taxes

 

(7,237

)

 

 

(1,114

)

 Principal payments on financing lease

 

(2,418

)

 

 

(2,059

)

 Net cash provided by (used in) financing activities

 

150,753

 

 

 

(428

)

 Net increase (decrease) in cash and cash equivalents

 

36,452

 

 

 

(10,186

)

 Cash and cash equivalents, beginning of the period

 

86,105

 

 

 

11,927

 

 Cash and cash equivalents, end of the period

$

122,557

 

 

$

1,741

 

 

 

Six months ended June 30,

 

 

2024

 

 

2023

 

 Supplemental disclosure of noncash investing and financing activities

 

 

 

 

 

 Reclassification of deposits on equipment to property and equipment

$

13,799

 

 

$

72,130

 

 Bitcoin received from equity investees

$

5,907

 

 

$

317

 

 Settlement of related party payable related to master services and supply agreement

$

1,554

 

 

$

-

 

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

$

3,414

 

 

$

14,212

 

 Equity method investment acquired for non-cash consideration

$

-

 

 

$

1,926

 

 Sales tax accrual on machine purchases

$

-

 

 

$

1,837

 

 Finance lease cost in accrued expenses

$

-

 

 

$

2,034

 

 

 


 

Non-GAAP Financial Measures

 

The following are reconciliations of our Adjusted Earnings, 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):

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 Reconciliation of Adjusted Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 Net (loss) income

 

$

(15,291

)

 

$

(13,198

)

 

$

24,609

 

 

$

(17,751

)

 Change in fair value of derivative asset

 

 

(21,980

)

 

 

(3,222

)

 

 

(29,339

)

 

 

(8,550

)

 Share-based compensation expense

 

 

13,336

 

 

 

9,178

 

 

 

21,654

 

 

 

17,988

 

 Depreciation and amortization

 

 

20,251

 

 

 

14,412

 

 

 

37,495

 

 

 

26,067

 

 Deferred income tax expense

 

 

193

 

 

 

584

 

 

 

5,371

 

 

 

637

 

 Other gains - nonrecurring

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,260

)

 Change in fair value of warrant liability

 

 

-

 

 

 

22

 

 

 

(250

)

 

 

59

 

 Adjusted (loss) earnings

 

 

(3,491

)

 

 

7,776

 

 

 

59,540

 

 

 

16,190

 

 

 

Reconciliation of Adjusted (loss) earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 Adjusted (loss) earnings

 

$

(3,491

)

 

$

7,776

 

 

$

59,540

 

 

$

16,190

 

 Weighted average shares outstanding - diluted

 

 

314,353,742

 

 

 

249,127,664

 

 

 

316,652,300

 

 

 

248,892,181

 

Adjusted (loss) earnings per share

 

$

(0.01

)

 

$

0.03

 

 

$

0.19

 

 

$

0.07