Approved distribution readies Cipher for its next chapter of growth with a more diversified shareholder base AMSTERDAM , Feb. 26, 2024 /PRNewswire/ -- Bitfury Group ("Bitfury" or the "Company"), a leading full-service blockchain technology company, today announced the shareholder approval of the non-dilutive distribution of approximately 126 million common shares currently held by Bitfury in Cipher Mining Inc. (NASDAQ:CIFR) ("Cipher") in accordance with plans that were previously outlined. Of these 126 mil ...

The stock market is off to a running start in 2024. For instance, the Nasdaq Composite (NASDAQINDEX: ^IXIC) index has gained 5.9% year to date, led by promising biotechs and giants in the artificial intelligence (AI) market.But some Nasdaq stocks missed the memo about this Wall Street party. Here are the five deepest price dips on the Nasdaq in 2024, drawing a line in the market-cap sand at $500 million:StockKey Product/ServiceMarket CapYear-to-date Price Change As Of 2/5/2024Sigma Lithium (SGML -10.34%)Li ...

NEW YORK, Feb. 01, 2024 (GLOBE NEWSWIRE) --  Cipher Mining Inc. (NASDAQ:CIFR) ("Cipher" or the "Company") today released its unaudited production and operations update for January 2024. Key Highlights Key MetricsJanuary 2024*BTC Mined371Power Sales Equivalent BTC18BTC Sold34BTC Held1,132Deployed Mining Rigs70,000Month End Operating Hash Rate (EH/s)7.2 *Approximate values Management Commentary for January"January featured more challenging market conditions for bitcoin miners compared to previous months, with ...

NEW YORK, Jan. 30, 2024 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ:CIFR) ("Cipher" or the "Company"), a U.S.-based Bitcoin mining company, today announced it will provide a business update and release its fourth quarter and full year 2023 financial results before U.S. markets open on Tuesday, March 5, 2024. Cipher will host a conference call and webcast that day at 8:00 a.m. Eastern Time. The live webcast and a webcast replay of the conference call can be accessed from the investor relations section of ...

Cipher Forward-Looking Statements These forward-looking stabernents are bosed upon estimates and assumptions that, while considered reservative by Cipher and our management, and rinterently uncerials. Sush subject to risks; unsercicinities; and dither fractors that could couse actual results to differ materially from those expressed or implied by such froward tooking stotomen rloom ime to time, and it is not possible to predict all risks and unsercinities. Mary locas could couse octual fricule events to dif ...

Cipher Mining Inc. (NASDAQ:CIFR) Q3 2023 Earnings Conference Call November 8, 2023 8:00 AM ET Company Participants Josh Kane – Head-Investor Relations Tyler Page – Chief Executive Officer Ed Farrell – Chief Financial Officer Conference Call Participants John Todaro – Needham Gregory Lewis – BTIG Chase White – Compass Point Research and Trading Josh Siegler – Cantor Fitzgerald Mike Colonnese – H.C. Wainwright and Company Joseph Vafi – Canaccord Operator Good day and thank you for standing by. Welcome to the ...

CIPHER MINING INC. (Exact Name of Registrant as Specified in its Charter) Delaware 85-1614529 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1 Vanderbilt Avenue, Floor 54, Suite C New York, New York 10017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (332) 262-2300 Table of Contents Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds ...

Cipher Mining Inc. (NASDAQ:CIFR) Q2 2023 Earnings Conference Call August 8, 2023 8:00 AM ET Company Participants Joshua Kane - Head, Investor Relations Tyler Page - Chief Executive Officer Ed Farrell - Chief Financial Officer Conference Call Participants Chase White - Compass Point Research John Todaro - Needham & Company Josh Siegler - Cantor Fitzgerald Mike Colonnese - HCW Operator Good day and thank you for standing by. Welcome to the Cipher Mining’s Second Quarter 2023 Business Update. At this time, all ...

Presentation for Business Update AUGUST 8, 2023 Forward-Looking Statements 2 This communication 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 mad ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Presents unaudited condensed consolidated financial statements and notes on organization, accounting policies, financial instruments, and events [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | **$1,741** | **$11,927** | | Total current assets | **42,317** | **47,735** | | Property and equipment, net | **267,790** | **191,784** | | Total assets | **$416,723** | **$418,463** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | **38,695** | **40,326** | | Total liabilities | **73,513** | **75,571** | | Total stockholders' equity | **343,210** | **342,892** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue - bitcoin mining | **$31,224** | $- | **$53,119** | $- | | Cost of revenue | **15,868** | - | **24,009** | - | | General and administrative | **21,335** | **16,704** | **38,755** | **34,094** | | Depreciation | **14,412** | **8** | **26,067** | **15** | | Change in fair value of derivative asset | **(3,222)** | - | **(8,550)** | - | | Power sales | **(5,651)** | - | **(5,749)** | - | | Equity in losses of equity investees | **1,431** | **12,079** | **2,181** | **12,232** | | Realized gain on sale of bitcoin | **(4,185)** | - | **(8,206)** | - | | Impairment of bitcoin | **2,828** | **535** | **4,633** | **539** | | Other gains | - | - | **(2,260)** | - | | **Operating loss** | **(11,592)** | **(29,326)** | **(17,761)** | **(46,880)** | | **Net loss** | **(12,701)** | **(29,219)** | **(19,302)** | **(46,718)** | | Net loss per share - basic and diluted | **$(0.05)** | **$(0.12)** | **$(0.08)** | **$(0.19)** | | Weighted average shares outstanding - basic and diluted | **249,127,664** | **247,730,410** | **248,892,181** | **248,945,581** | [Condensed Consolidated Statement of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) | Metric | Common Shares (thousands) | Common Stock Amount ($) | Additional Paid-in Capital (thousands) | Accumulated Deficit (thousands) | Treasury Shares (thousands) | Treasury Stock Amount ($) | Total Stockholders' Equity (thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Six Months Ended June 30, 2023** | | | | | | | | | Balance as of January 1, 2023 | **251,095** | **251** | **453,854** | **$(111,209)** | **(3,543)** | **(4)** | **342,892** | | Issuance of common shares, net of offering costs | **978** | **1** | **2,744** | - | - | - | **2,745** | | Delivery of common stock under RSUs, net of tax withholding | **2,474** | **2** | **(1,115)** | - | **(838)** | - | **(1,113)** | | Share-based compensation | **248** | - | **17,988** | - | - | - | **17,988** | | Net loss | - | - | - | **(19,302)** | - | - | **(19,302)** | | **Balance as of June 30, 2023** | **254,796** | **254** | **473,471** | **$(130,511)** | **(4,382)** | **(4)** | **343,210** | | **Six Months Ended June 30, 2022** | | | | | | | | | Balance as of January 1, 2022 | **252,132** | **252** | **425,438** | **$(72,156)** | **(2,852)** | **(3)** | **353,531** | | Delivery of common stock under RSUs, net of tax withholding | **1,760** | **2** | **(3,053)** | - | **(659)** | **(1)** | **(3,052)** | | Common stock cancelled | **20** | - | - | - | - | - | - | | Warrants exercised | **(2,890)** | **(3)** | **(9,997)** | - | - | - | **(10,000)** | | Share-based compensation | - | - | **19,578** | - | - | - | **19,578** | | Net loss | - | - | - | **(46,718)** | - | - | **(46,718)** | | **Balance as of June 30, 2022** | **251,001** | **251** | **431,966** | **$(118,874)** | **(3,511)** | **(4)** | **313,339** | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flows From | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | **$24,679** | **$(9,932)** | | Net cash used in investing activities | **(34,437)** | **(159,815)** | | Net cash used in financing activities | **(428)** | **(3,052)** | | Net decrease in cash and cash equivalents | **(10,186)** | **(172,799)** | | Cash and cash equivalents, beginning of period | **11,927** | **209,841** | | Cash and cash equivalents, end of period | **$1,741** | **$37,042** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1. ORGANIZATION](index=12&type=section&id=NOTE%201.%20ORGANIZATION) - **Cipher Mining Inc. develops and operates industrial scale bitcoin mining data centers, with bitcoin mining as its principal revenue-generating activity**. It operates **four data centers in Texas**, including **one wholly-owned and three partially-owned through joint ventures**[14](index=14&type=chunk)[31](index=31&type=chunk) - As of June 30, 2023, the Company had **cash and cash equivalents of $1.7 million**, **working capital of $3.6 million**, **total stockholders' equity of $343.2 million**, and an **accumulated deficit of $130.5 million**[34](index=34&type=chunk) - During the six months ended June 30, 2023, the Company sold **2,063 bitcoin** for approximately **$52.5 million** to support operating expenses[34](index=34&type=chunk)[178](index=178&type=chunk) - The Company purchased **11,000 new A1346 model miners** from Canaan, **all delivered and installed at the Odessa Facility prior to June 30, 2023**, with **payments structured in monthly installments through November 2023**[39](index=39&type=chunk)[178](index=178&type=chunk) - Management believes existing financial resources, combined with projected cash and bitcoin inflows, will be **sufficient to meet operating and capital requirements for at least 12 months**[40](index=40&type=chunk)[179](index=179&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Cipher Mining Inc. and its controlled subsidiary, CMTI[47](index=47&type=chunk)[48](index=48&type=chunk) - The Company views its operations and manages its business in **one segment**[52](index=52&type=chunk) - The adoption of ASC Topic 326, Financial Instruments – Credit Losses, on January 1, 2023, **did not have a material impact** on the Company's financial statements[64](index=64&type=chunk) [NOTE 3. BITCOIN](index=15&type=section&id=NOTE%203.%20BITCOIN) | Metric | June 30, 2023 | January 1, 2023 | | :--- | :--- | :--- | | Balance | **$10,536** | **$6,283** | | Bitcoin received from equity investees | **317** | - | | Revenue recognized from bitcoin mined | **52,836** | - | | Proceeds from sale of bitcoin, net of realized gain | **(44,267)** | - | | Impairment of bitcoin | **(4,633)** | - | - The fair value of the Company's bitcoin as of June 30, 2023, was approximately **$12.3 million**, estimated using the closing price of bitcoin (**Level 1 input**)[60](index=60&type=chunk) - Impairment charges on bitcoin holdings were approximately **$4.6 million** for the six months ended June 30, 2023, compared to **$0.5 million** for the same period in 2022[65](index=65&type=chunk) [NOTE 4. DERIVATIVE ASSET](index=15&type=section&id=NOTE%204.%20DERIVATIVE%20ASSET) - The Luminant Power Agreement, which supplies fixed-price electricity to the Odessa Facility, is accounted for as a derivative under ASC 815 due to the ability to sell excess electricity in the ERCOT market[61](index=61&type=chunk)[69](index=69&type=chunk) - The Company earned approximately **$5.7 million** from power sales for both the three and six months ended June 30, 2023, by selling excess electricity in the ERCOT market[63](index=63&type=chunk) [NOTE 5. PROPERTY AND EQUIPMENT](index=16&type=section&id=NOTE%205.%20PROPERTY%20AND%20EQUIPMENT) | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Miners and mining equipment | **$158,318** | **$79,909** | | Leasehold improvements | **135,209** | **94,807** | | Software | **1,054** | **596** | | Office and computer equipment | **279** | **88** | | Autos | **73** | **73** | | Furniture and fixtures | **88** | **69** | | Construction-in-progress | **2,167** | **20,437** | | **Total cost of property and equipment** | **297,188** | **195,979** | | Less: accumulated depreciation | **(29,398)** | **(4,195)** | | **Property and equipment, net** | **$267,790** | **$191,784** | - Depreciation expense was approximately **$26.1 million** for the six months ended June 30, 2023, significantly higher than the immaterial amount in the prior year, primarily due to miners and leasehold improvements at the Odessa Facility being placed into service[70](index=70&type=chunk) - As of June 30, 2023, the Company had a total of **61,024 miners** at its Odessa Facility, including MicroBT, S19j Pro, and Canaan A1346 models[71](index=71&type=chunk) [NOTE 6. DEPOSITS ON EQUIPMENT](index=17&type=section&id=NOTE%206.%20DEPOSITS%20ON%20EQUIPMENT) - As of June 30, 2023, deposits on equipment totaled **$1.7 million**, primarily for shipping costs and peripheral cables related to the Canaan Agreement[75](index=75&type=chunk) - The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for **7,200 S19j Pro miners**, with **no further payments due**[74](index=74&type=chunk) [NOTE 7. INVESTMENTS IN EQUITY INVESTEES](index=17&type=section&id=NOTE%207.%20INVESTMENTS%20IN%20EQUITY%20INVESTEES) - The Company uses the equity method for its **49% interest** in Alborz LLC, Bear LLC, and Chief LLC (Data Center LLCs)[76](index=76&type=chunk) - Net losses in equity investees decreased to approximately **$2.2 million** for the six months ended June 30, 2023, from **$12.2 million** in the prior year, partly due to accretion of basis differences from miner contributions[76](index=76&type=chunk)[77](index=77&type=chunk) - As of June 30, 2023, remaining basis differences totaling approximately **$28.1 million** had not yet been accreted[77](index=77&type=chunk) [NOTE 8. SECURITY DEPOSITS](index=17&type=section&id=NOTE%208.%20SECURITY%20DEPOSITS) | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Luminant Power Purchase Agreement Independent Collateral Amount | **$12,554** | **$12,554** | | Luminant Purchase and Sale Agreement collateral | **3,063** | **3,063** | | Operating lease security deposits | **967** | **960** | | Other deposits | **1,158** | **1,153** | | **Total security deposits** | **$17,742** | **$17,730** | [NOTE 9. SUPPLEMENTAL FINANCIAL INFORMATION](index=18&type=section&id=NOTE%209.%20SUPPLEMENTAL%20FINANCIAL%20INFORMATION) - Prepaid expenses and other current assets decreased from **$7.3 million** at December 31, 2022, to **$2.3 million** at June 30, 2023, primarily due to the absence of bitcoin held for a joint venture partner[82](index=82&type=chunk) | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Taxes (primarily sales tax) | **$12,929** | **$18,798** | | Power costs | **3,374** | - | | Finance lease | **2,373** | **339** | | Legal settlement | **2,000** | - | | Employee compensation | **1,045** | - | | Legal fees | **376** | **215** | | Other | **649** | **1** | | **Total accrued expenses and other current liabilities** | **$22,746** | **$19,353** | [NOTE 10. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%2010.%20RELATED%20PARTY%20TRANSACTIONS) - Related party receivables increased to **$1.6 million** as of June 30, 2023, from **$1.1 million** at December 31, 2022, mainly for expenses paid on behalf of Data Center LLCs[84](index=84&type=chunk) - The Company made direct payments of approximately **$5.8 million** to Paradigm for BBAC manufacturing services, reducing obligations to Bitfury USA[85](index=85&type=chunk) - All bitcoin held on behalf of WindHQ was liquidated and proceeds transferred during the six months ended June 30, 2023, eliminating the **$1.2 million** payable to WindHQ[86](index=86&type=chunk) [NOTE 11. LEASES](index=18&type=section&id=NOTE%2011.%20LEASES) - The Combined Luminant Lease Agreement for the Odessa Facility's land and substation commenced November 22, 2022, with estimated total undiscounted principal payments of **$15.0 million** over **five years**, expected to begin in August 2023[91](index=91&type=chunk)[92](index=92&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - The Canaan Agreement for **11,000 miners** is **classified as finance leases**, with a **six-month lease term aligning with the final payment and title transfer in November 2023**[93](index=93&type=chunk) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Finance leases: Amortization of ROU assets | **$1,027** | $- | **$1,816** | $- | | Finance leases: Interest on lease liability | **477** | - | **878** | - | | **Total finance lease expense** | **1,504** | **-** | **2,694** | **-** | | Operating leases: Operating lease expense | **467** | **371** | **921** | **618** | | Operating leases: Variable lease cost | - | - | - | - | | **Total operating lease expense** | **467** | **371** | **921** | **618** | | **Total lease expense** | **$1,971** | **$371** | **$3,615** | **$618** | | Period Ended December 31, | Finance Lease (thousands) | Operating Lease (thousands) | Total (thousands) | | :--- | :--- | :--- | :--- | | Remaining Period Ended 2023 | **$10,511** | **$790** | **$11,301** | | Year Ended 2024 | **4,068** | **1,581** | **5,649** | | Year Ended 2025 | **4,068** | **1,581** | **5,649** | | Year Ended 2026 | **4,068** | **1,581** | **5,649** | | Year Ended 2027 | **2,712** | **659** | **3,371** | | **Total lease payments** | **25,427** | **6,192** | **31,619** | | Less present value discount | **(3,402)** | **(1,169)** | **(4,571)** | | **Total** | **$22,025** | **$5,023** | **$27,048** | [NOTE 12. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%2012.%20COMMITMENTS%20AND%20CONTINGENCIES) - The Company is involved in a lawsuit filed by Luminant seeking recoupment of **$6.8 million** in payments related to the Odessa Facility[106](index=106&type=chunk) - The Company **wholly disputes Luminant's claims** and has established a **$2.0 million** accrual for the cost of resolving the claims[107](index=107&type=chunk) - Management does not believe there is a reasonable possibility that a material loss will result from any claims, lawsuits, and proceedings[105](index=105&type=chunk) [NOTE 13. STOCKHOLDERS' EQUITY](index=21&type=section&id=NOTE%2013.%20STOCKHOLDERS%27%20EQUITY) - As of June 30, 2023, **500,000,000 shares** of Common Stock and **10,000,000 shares** of Preferred Stock are authorized[108](index=108&type=chunk) - During the six months ended June 30, 2023, the Company issued **2,473,759 shares** of Common Stock for vested RSUs and repurchased **838,388 shares** for tax withholding, placing them in treasury stock[110](index=110&type=chunk) - The Company received approximately **$2.7 million** (net of issuance costs) from the sale of **978,207 common shares** through an at-the-market offering during the six months ended June 30, 2023, which was **terminated effective August 1, 2023**[15](index=15&type=chunk)[111](index=111&type=chunk)[114](index=114&type=chunk) [NOTE 14. WARRANTS](index=22&type=section&id=NOTE%2014.%20WARRANTS) - As of June 30, 2023, there were **8,499,980 Public Warrants** and **114,000 Private Placement Warrants** outstanding, each exercisable for one share of Common Stock at **$11.50**[115](index=115&type=chunk) - Warrants are **not subject to adjustment for issuances of common stock below their exercise prices and will not be net cash settled**[115](index=115&type=chunk) [NOTE 15. SHARE-BASED COMPENSATION](index=22&type=section&id=NOTE%2015.%20SHARE-BASED%20COMPENSATION) - The Incentive Award Plan had **5,694,657 shares** of Common Stock available for issuance as of June 30, 2023, after an increase of **7,426,559 shares** on January 1, 2023[117](index=117&type=chunk) | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Service-based RSUs | **$5,580** | **$6,685** | **$10,827** | **$12,858** | | Performance-based RSUs | **3,378** | **3,379** | **6,720** | **6,720** | | Common stock, fully-vested | **220** | - | **441** | - | | **Total share-based compensation expense** | **$9,178** | **$10,064** | **$17,988** | **$19,578** | - As of June 30, 2023, unrecognized compensation expense for unvested Service-based RSUs was approximately **$32.7 million** (weighted-average vesting period of **1.6 years**) and for Performance-based RSUs was **$11.1 million** (weighted-average derived service period of **0.9 years**)[119](index=119&type=chunk)[123](index=123&type=chunk) [NOTE 16. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%2016.%20FAIR%20VALUE%20MEASUREMENTS) | Assets/Liabilities | Level 1 (thousands) | Level 2 (thousands) | Level 3 (thousands) | Total (thousands) | | :--- | :--- | :--- | :--- | :--- | | **Assets:** | | | | | | Money market securities | **$175** | $- | $- | **$175** | | Accounts receivable | **380** | - | - | **380** | | Derivative asset | - | - | **75,252** | **75,252** | | **Total Assets** | **$555** | **$-** | **$75,252** | **$75,807** | | **Liabilities:** | | | | | | Warrant liability | $- | $- | **$66** | **$66** | | **Total Liabilities** | **$-** | **$-** | **$66** | **$66** | - The derivative asset related to the Luminant Power Agreement is **classified as Level 3**, with an estimated fair value of **$75.3 million** as of June 30, 2023, reflecting an **$8.5 million** change in fair value during the six months ended June 30, 2023[130](index=130&type=chunk)[131](index=131&type=chunk) - The Private Placement Warrants are **classified as a Level 3 liability**, with a fair value of **$66 thousand** as of June 30, 2023, based on a **Black-Scholes option-pricing model**[131](index=131&type=chunk)[137](index=137&type=chunk) [NOTE 17. INCOME TAXES](index=25&type=section&id=NOTE%2017.%20INCOME%20TAXES) - Income tax expense totaled approximately **$0.7 million** for the six months ended June 30, 2023, representing **-3.7%** of loss before taxes[133](index=133&type=chunk)[176](index=176&type=chunk) [NOTE 18. SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2018.%20SUBSEQUENT%20EVENTS) - On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement with several agents to sell up to **$250.0 million** of Common Stock in "at-the-market" offerings[138](index=138&type=chunk)[139](index=139&type=chunk)[146](index=146&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, covering operational highlights, equity offerings, performance, liquidity, capital, and non-GAAP measures [Overview](index=26&type=section&id=Overview) - **Cipher Mining's mission is to expand and strengthen the Bitcoin network's critical infrastructure by developing and operating industrial-scale bitcoin mining data centers**[142](index=142&type=chunk)[143](index=143&type=chunk) - As of July 31, 2023, the Company operated approximately **76,322 miners** with an aggregate hashrate capacity of **7.8 EH/s**, deploying **253 MW** of electricity[143](index=143&type=chunk) - The Company operates **four bitcoin mining data centers in Texas**: **one wholly-owned** (Odessa Facility) and **three partially-owned** (Alborz, Bear, Chief Facilities) through joint ventures with WindHQ LLC[144](index=144&type=chunk) - By the end of Q3 2023, the Company anticipates operating approximately **80,500 miners**, capable of generating **8.2 EH/s**[144](index=144&type=chunk) [Recent Developments](index=26&type=section&id=Recent%20Developments) - On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement to sell up to **$250.0 million** of Common Stock through "at-the-market" offerings[146](index=146&type=chunk)[147](index=147&type=chunk) - The Company will pay the designated agent a commission of up to **3.0%** of the aggregate gross proceeds from any shares sold under the Sales Agreement[148](index=148&type=chunk) [Factors Affecting Our Results of Operations](index=27&type=section&id=Factors%20Affecting%20Our%20Results%20of%20Operations) - There have been **no material changes** to the "Factors Affecting Our Results of Operations" as disclosed in the 2022 Form 10-K[16](index=16&type=chunk) | Metric | Quantity (Bitcoin) | Amounts ($ thousands) | | :--- | :--- | :--- | | Balance as of January 1, 2023 | **394** | **$6,283** | | Bitcoin received from equity investees | **18** | **317** | | Revenue recognized from bitcoin mined | **2,055** | **52,836** | | Proceeds from sale of bitcoin, net of realized gain | **(2,063)** | **(44,267)** | | Impairment of bitcoin | - | **(4,633)** | | **Balance as of June 30, 2023** | **404** | **$10,536** | [Results of Operations](index=27&type=section&id=Results%20of%20Operations) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue - bitcoin mining | **$31,224** | $- | **$53,119** | $- | | Cost of revenue | **15,868** | - | **24,009** | - | | General and administrative | **21,335** | **16,704** | **38,755** | **34,094** | | Depreciation | **14,412** | **8** | **26,067** | **15** | | Change in fair value of derivative asset | **(3,222)** | - | **(8,550)** | - | | Power sales | **(5,651)** | - | **(5,749)** | - | | Equity in losses of equity investees | **1,431** | **12,079** | **2,181** | **12,232** | | Realized gain on sale of bitcoin | **(4,185)** | - | **(8,206)** | - | | Impairment of bitcoin | **2,828** | **535** | **4,633** | **539** | | Other gains | - | - | **(2,260)** | - | | **Operating loss** | **(11,592)** | **(29,326)** | **(17,761)** | **(46,880)** | | **Net loss** | **(12,701)** | **(29,219)** | **(19,302)** | **(46,718)** | - Bitcoin mining revenue for the three and six months ended June 30, 2023, was **$31.2 million** (**1,112 bitcoin** at **$28,009 average**) and **$53.1 million** (**2,055 bitcoin** at **$25,390 average**), respectively, with **no comparable revenue in 2022** as the Odessa Facility began operations in mid-November 2022[151](index=151&type=chunk)[161](index=161&type=chunk) - General and administrative expenses increased to **$21.3 million** (Q2 2023) and **$38.8 million** (H1 2023) from **$16.7 million** and **$34.1 million** in the prior year periods, driven by increased payroll, legal claims accrual, and office costs, partially offset by lower share-based compensation[18](index=18&type=chunk)[167](index=167&type=chunk) - The Company recognized a realized gain on sale of bitcoin of **$4.2 million** (Q2 2023) and **$8.2 million** (H1 2023) as it began selling bitcoin to support operations in 2023[157](index=157&type=chunk)[172](index=172&type=chunk) - Other gains of **$2.3 million** were recognized in H1 2023 from the sale of Bitmain coupons that the Company did not intend to use[174](index=174&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company generated **$24.7 million** in cash flow from operations for the six months ended June 30, 2023, a **significant improvement** from a **$9.9 million** cash use in the prior year[178](index=178&type=chunk)[181](index=181&type=chunk) - As of June 30, 2023, cash and cash equivalents were **$1.7 million**, with total stockholders' equity of **$343.2 million** and an accumulated deficit of **$130.5 million**[178](index=178&type=chunk) - Net cash used in investing activities decreased by **$125.4 million** to **$34.4 million** for H1 2023, mainly due to a **$153.9 million** decrease in deposits for miners, partially offset by increased property and equipment purchases[182](index=182&type=chunk) - Net cash used in financing activities decreased to **$0.4 million** for H1 2023, driven by **$2.8 million** from common stock issuance and reduced share repurchases for taxes, partially offset by finance lease principal payments[184](index=184&type=chunk) - The Company entered into the Canaan Agreement to purchase **11,000 miners**, with payments funded through ongoing operations, including bitcoin sales[178](index=178&type=chunk)[192](index=192&type=chunk) - Management believes existing financial resources, combined with projected cash and bitcoin inflows, will be **sufficient to meet operating and capital requirements for at least 12 months**[179](index=179&type=chunk) - The Company has an "at-the-market" offering agreement (Sales Agreement) to sell up to **$250.0 million** of Common Stock, providing **access to additional capital**[180](index=180&type=chunk)[138](index=138&type=chunk) [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) | Metric | Three Months Ended June 30, 2023 (thousands) | Three Months Ended June 30, 2022 (thousands) | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | :--- | :--- | | Operating loss (GAAP) | **$(11,592)** | **$(29,326)** | **$(17,761)** | **$(46,880)** | | Depreciation and amortization | **14,642** | **8** | **26,519** | **15** | | Change in fair value of derivative asset | **(3,222)** | - | **(8,550)** | - | | Share-based compensation expense | **9,178** | **10,064** | **17,988** | **19,578** | | Other gains - nonrecurring | - | - | **(2,255)** | - | | **Non-GAAP income (loss) from operations** | **$9,006** | **$(19,254)** | **$15,941** | **$(27,287)** | | Metric | Three Months Ended June 30, 2023 (thousands) | Three Months Ended June 30, 2022 (thousands) | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | :--- | :--- | | Net loss (GAAP) | **$(12,701)** | **$(29,219)** | **$(19,302)** | **$(46,718)** | | Depreciation and amortization | **14,642** | **8** | **26,519** | **15** | | Change in fair value of derivative asset | **(3,222)** | - | **(8,550)** | - | | Share-based compensation expense | **9,178** | **10,064** | **17,988** | **19,578** | | Other gains - nonrecurring | - | - | **(2,255)** | - | | Change in fair value of warrant liability | **(22)** | **63** | **(59)** | **111** | | Deferred income tax expense | **(584)** | - | **(637)** | - | | **Non-GAAP net income (loss)** | **$7,291** | **$(19,084)** | **$13,704** | **$(27,014)** | | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Basic and diluted net loss per share (GAAP) | **$(0.05)** | **$(0.12)** | **$(0.08)** | **$(0.19)** | | Non-GAAP basic and diluted net income (loss) per share | **$0.04** | **$(0.08)** | **$0.06** | **$(0.11)** | [Critical Accounting Policies and Use of Estimates](index=34&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) - The preparation of financial statements requires management to make estimates and assumptions in conformity with GAAP[200](index=200&type=chunk) - **No material changes** have occurred in the information disclosed in the notes to the audited consolidated financial statements in the 2022 Form 10-K[200](index=200&type=chunk) [Recent accounting pronouncements](index=34&type=section&id=Recent%20accounting%20pronouncements) - Information regarding recent accounting pronouncements is included in Note 2 to the unaudited condensed consolidated financial statements[201](index=201&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Cipher Mining Inc. is not required to provide quantitative and qualitative disclosures about market risk in this Quarterly Report - The Company is a smaller reporting company and is **not required to provide information under this item**[203](index=203&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to IT General Controls material weakness; a remediation plan is underway with no material changes in internal control - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were **not effective** at the reasonable assurance level as of June 30, 2023[208](index=208&type=chunk) - A **material weakness** was identified related to certain Information Technology General Controls over user access, segregation of duties, and change management controls[209](index=209&type=chunk) - The **remediation plan** includes enhancing resources in financial reporting and IT, utilizing external firms for internal audit and SOX 404 implementation, implementing new processes and controls, and formalizing policies over outside service providers[205](index=205&type=chunk)[210](index=210&type=chunk) - **No changes in internal control over financial reporting occurred** during the three months ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[213](index=213&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any material pending legal proceedings, with no material changes from previous disclosures in its 2022 Form 10-K - The Company is **not a party to any material pending legal proceedings**[216](index=216&type=chunk) - There have been **no material changes to legal proceedings previously disclosed** in the 2022 Form 10-K[216](index=216&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The Company's business and financial condition are subject to various factors, and there have been no material changes to the risk factors previously disclosed in its 2022 Form 10-K - The Company's business, financial condition, and operating results can be affected by factors disclosed in the "Risk Factors" section of its 2022 Form 10-K[217](index=217&type=chunk) - There have been **no material changes to the risk factors previously disclosed** in the 2022 Form 10-K[217](index=217&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities to report during the period - **None to report**[218](index=218&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report during the period - **None to report**[219](index=219&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - **Not applicable**[220](index=220&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2023 - **No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement** during the three months ended June 30, 2023[221](index=221&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report, including agreements and certifications, for corporate document transparency - The report includes exhibits such as the Controlled Equity OfferingSM Sales Agreement, certifications of the CEO and CFO, and Inline XBRL documents[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) Signatures [Signatures](index=39&type=section&id=Signatures) Report signed by CEO and CFO, certifying contents and compliance with reporting requirements - The report is signed by Tyler Page, Chief Executive Officer, and Edward Farrell, Chief Financial Officer, on August 8, 2023[228](index=228&type=chunk)[230](index=230&type=chunk)