Core Viewpoint - Cipher Mining Inc. intends to offer $150 million in convertible senior notes due 2030, with an option for underwriters to purchase an additional $22.5 million to cover over-allotments [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations, accruing interest payable semiannually and maturing on May 15, 2030 [2]. - Noteholders can convert their notes under certain conditions, with settlement options including cash, common stock, or a combination of both [2][5]. - The notes are redeemable at Cipher's option starting May 22, 2028, if the stock price exceeds 130% of the conversion price for a specified period [3]. Group 2: Repurchase Rights - In the event of a "fundamental change," noteholders may require Cipher to repurchase their notes for cash at the principal amount plus accrued interest [4]. - Noteholders can also require repurchase on May 15, 2028, under similar terms [4]. Group 3: Use of Proceeds - The net proceeds from the offering will be used to complete Phase 1 of the Black Pearl data center project, including purchasing mining rigs, paying tariffs, and other capital expenditures [6]. - An amendment to the Future Sales and Purchase Agreement with Bitmain Technologies allows for an updated delivery schedule and a 10% cost reduction for early payment [6]. Group 4: Concurrent Offering - Morgan Stanley will conduct a concurrent delta offering of Cipher's common stock to facilitate hedging transactions for purchasers of the notes [7]. - The completion of both the notes offering and the concurrent delta offering is interdependent [7]. Group 5: Regulatory Compliance - The offerings are made under an effective shelf registration statement with the SEC, and detailed information will be provided in prospectus supplements [8]. Group 6: Company Overview - Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and high-performance computing (HPC) hosting, aiming to be a market leader in innovation [10].

Summary of Cipher Mining (CIFR) FY Conference Call - May 19, 2025 Industry Overview - The conference focused on the cryptocurrency mining industry, specifically Bitcoin mining, with participation from leading companies including Cipher Mining, Fifth Year, and Greenspark [1] - The discussion highlighted the evolving landscape of Bitcoin mining and the impact of regulatory changes and market dynamics on the industry [6][7] Key Points and Arguments Market Dynamics - The current administration is perceived as crypto-friendly, providing a favorable regulatory environment for Bitcoin mining [6][7] - There is a growing demand for Bitcoin, with nation-states accumulating Bitcoin as part of their strategic reserves, contributing to market optimism [7][8] - Bitcoin prices are expected to appreciate over the next 12 to 24 months, driven by increased adoption and demand [9][12] Company Strategies - Cipher Mining operates with the lowest power cost in the industry at 2.7¢ per kilowatt hour, achieved through effective management of curtailment and trading in the Texas market [4][51] - The company is diversifying its operations by entering the Bitcoin mining manufacturing space and exploring opportunities in high-performance computing (HPC) and AI [5][26] - A shift in strategy from a 100% holding policy to selling a portion of mined Bitcoin to cover operational expenses has been implemented, reflecting prudent capital management [23][25] Technological Developments - The demand for large interconnects for data centers has surged, prompting Cipher Mining to leverage its expertise in developing greenfield sites to position itself for future opportunities [27][29] - The company is exploring advanced cooling technologies, such as liquid cooling, to enhance operational efficiency and manage costs [50][58] Geographic Considerations - Texas is highlighted as a prime location for Bitcoin mining due to its unique power grid dynamics, allowing for scalable power usage and cost-effective operations [59][60] - The company also operates in various states across the U.S. and has international operations in Norway, Bhutan, and Ethiopia, emphasizing the importance of geographic diversification [67] Additional Important Insights - The conversation touched on the volatility of Bitcoin and the challenges of forecasting its price, with expectations of significant price fluctuations in the short term [14][17] - The potential for Bitcoin to transition from a tech stock-like asset to a more stable store of value akin to digital gold was discussed, indicating a long-term bullish outlook [20][21] - The impact of tariffs and supply chain considerations on the procurement of mining hardware was addressed, with a focus on maintaining a diversified supplier base to mitigate risks [39][42][46] This summary encapsulates the key discussions and insights from the Cipher Mining FY Conference Call, providing a comprehensive overview of the current state and future outlook of the Bitcoin mining industry.

Core Viewpoint - Cipher Mining Inc. reported a quarterly loss of $0.11 per share, aligning with the Zacks Consensus Estimate, compared to earnings of $0.13 per share a year ago [1] - The company has shown mixed performance in terms of revenue and earnings estimates over the past quarters [2][6] Financial Performance - Cipher Mining's revenues for the quarter ended March 2025 were $48.96 million, missing the Zacks Consensus Estimate by 2.48%, but showing an increase from $48.14 million year-over-year [2] - The company has surpassed consensus revenue estimates only once in the last four quarters [2] Stock Performance - Cipher Mining shares have declined approximately 35.8% since the beginning of the year, contrasting with the S&P 500's decline of 3.9% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.13 on revenues of $51.68 million, and for the current fiscal year, it is -$0.39 on revenues of $255.36 million [7] - The trend of estimate revisions for Cipher Mining is mixed, which may change following the recent earnings report [6] Industry Context - The Technology Services industry, to which Cipher Mining belongs, is currently ranked in the top 24% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8]

Revenue and Financial Performance - Revenue for the three months ended March 31, 2025, was $49.0 million, an increase of 1.8% from $48.1 million in the same period of 2024, driven by higher average bitcoin prices despite a decrease in bitcoin mined due to the halving [165]. - The net loss for the three months ended March 31, 2025, was $39.0 million, compared to a net income of $39.9 million in the same period of 2024, reflecting a decrease of $78.9 million [182]. - Adjusted earnings for the three months ended March 31, 2025, were $6.138 million, down from $63.030 million in 2024 [193]. Costs and Expenses - The cost of revenue for the same period was $14.9 million, slightly up from $14.8 million in 2024, primarily due to fixed power costs under the Power Purchase Agreement [166]. - Compensation and benefits increased to $14.3 million in Q1 2025, up $1.3 million from $13.0 million in Q1 2024, attributed to a rise in headcount [167]. - General and administrative expenses rose to $9.0 million, an increase of $2.9 million compared to $6.1 million in the prior year, mainly due to higher legal and professional fees [168]. - Depreciation and amortization expenses surged to $43.5 million, up $26.3 million from $17.2 million in Q1 2024, due to increased mining equipment and a change in estimated useful life of miners [169]. - Share-based compensation expense for the three months ended March 31, 2025, was $9.132 million, compared to $8.317 million in 2024 [193]. Cash Flow and Liquidity - Cash used in operations was $47.2 million for Q1 2025, an increase of $20.6 million from $26.6 million in Q1 2024 [182]. - Cash used in investing activities decreased by $13.7 million to $17.3 million for the three months ended March 31, 2025, compared to $31.0 million for the same period in 2024 [183]. - Cash flows from financing activities increased by $22.0 million to $82.1 million for the three months ended March 31, 2025, driven by a $50.0 million increase in proceeds from treasury stock reissued for PIPE investment [184]. - As of March 31, 2025, the company had cash and cash equivalents of $23.2 million and total stockholders' equity of $734.8 million [177]. - The company has a secured line of credit of up to $25.0 million under the Coinbase Overnight Credit Facility, with $25.0 million drawn as of March 31, 2025 [178]. Inventory and Assets - The ending balance of Bitcoin inventory as of March 31, 2025, was 630 BTC, valued at $52.0 million [162]. - The company held 630 bitcoin in inventory as of March 31, 2025, with a potential $3.9 million increase in net loss from a 10% decrease in bitcoin price [199]. Lease and Agreements - Monthly rent payments for the amended lease agreement for office space are approximately $0.2 million, with a term through May 2029 [185]. - The Combined Luminant Lease Agreement commenced on November 22, 2022, with an initial term of five years and an amended payment schedule totaling $19.7 million due over the remaining four-year period starting in July 2023 [189]. Other Financial Metrics - A 10% decrease in power prices would result in an estimated $17.1 million decrease in the estimated fair value of the derivative asset and an increase in net loss for the three months ended March 31, 2025 [200]. - The company had a $31.6 million decrease in proceeds from the issuance of common stock during the three months ended March 31, 2025 [184].

Financial Data and Key Metrics Changes - In Q1 2025, Cipher Mining reported revenue of $49 million, a 16% increase from $42 million in Q4 2024, driven by higher Bitcoin production and prices [28][30] - The average Bitcoin price rose from approximately $83,000 in Q4 2024 to about $93,000 in Q1 2025, although the spot price declined from $93,000 to roughly $83,000 by the end of Q1 2025, resulting in a $20 million unrealized loss on Bitcoin holdings [29][30] - The company reported a GAAP net loss of $39 million or $0.11 per share, compared to a net income of $40 million or $0.13 per share in Q1 2024 [31][32] Business Line Data and Key Metrics Changes - The Odessa data center mined 5.24 Bitcoin in Q1 2025, generating $49 million in revenue, up from 4.92 Bitcoin and $42 million in Q4 2024, reflecting a 6.5% increase in production [27][32] - The cost of revenue decreased by 18% sequentially due to less frequent curtailment, while year-over-year costs remained flat [33] Market Data and Key Metrics Changes - The company’s operating capacity stands at 327 MW, with a pipeline expansion of approximately 2.8 GW planned for the coming years [9] - The average all-in electricity cost was approximately $23,379 per Bitcoin produced, showcasing competitive pricing [8] Company Strategy and Development Direction - Cipher Mining is transitioning from solely a Bitcoin miner to a developer of high-performance computing (HPC) data centers, with a focus on operational flexibility and strategic partnerships [11][12] - The company has signed a term sheet with Fortress Credit Advisors LLC for financing at the Barbara Lake site, indicating a shift towards joint ventures for capital-intensive projects [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company’s operational flexibility and ability to navigate market challenges, highlighting a disciplined treasury management strategy that outperformed simple holding strategies [15][16] - The management noted ongoing interest from potential tenants and financing partners, with a robust pipeline of data center developments expected to meet future demand [12][14] Other Important Information - The company’s treasury management strategy unlocked $90 million in liquidity, supporting growth without diluting shareholders [17] - The Odessa facility achieved a hash rate of 11.3 Exahashes per second, with a fleet efficiency of 17.6 Joules per Terahash [18] Q&A Session Summary Question: Can you provide more details on the Fortress announcement and the financing arrangement? - Management confirmed that Barbara Lake would enter a joint venture with Fortress, which will backstop the financing for the data center build, with Cipher retaining the right to own up to 49% of the JV [46][48] Question: Have conversations with potential tenants changed since the tariff announcements? - Management reported that the pace of conversations has increased, with more inquiries from large investors and tenants, indicating sustained interest despite tariff announcements [52][53] Question: How does the financing strategy at Barbara Lake differ from other Bitcoin miners? - Management emphasized the optionality in their strategy, focusing on acquiring sites and developing assets while leveraging partnerships to minimize capital expenditure [58][63] Question: How is the interconnection process evolving in Texas? - Management noted that new legislation is expected to streamline the interconnection process, which could make it more challenging but ultimately beneficial for the market [66][69] Question: What is the efficiency of the rigs being deployed? - Management indicated that the initial efficiency of the 2.5 Exahash from idle rigs would be around 20-21 Joules per Terahash, but this would improve with the arrival of new rigs [70][71]

Presentation for Business Update MAY 6, 2025 Forward-Looking Statements 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 made in ...

Financial Data and Key Metrics Changes - In Q1 2025, the company reported revenue of $49 million, a 16% increase from $42 million in Q4 2024, driven by higher Bitcoin production and prices [26][27] - The average Bitcoin price increased from approximately $83,000 in Q4 2024 to approximately $93,000 in Q1 2025, although the spot price declined to roughly $83,000 by the end of Q1 [26][27] - The company reported a GAAP net loss of $39 million or $0.11 per share, compared to a net income of $40 million or $0.13 per share in Q1 2024 [28][29] Business Line Data and Key Metrics Changes - The Odessa data center mined 5.24 Bitcoin in Q1 2025, generating $49 million in revenue, compared to 4.92 Bitcoin and $42 million in Q4 2024, reflecting a 6.5% increase in production [25][29] - The cost of revenue decreased by 18% sequentially due to less frequent curtailment, while year-over-year costs remained flat [30] Market Data and Key Metrics Changes - The company’s operating capacity stands at 327 MW, with an expected pipeline capacity expansion of approximately 2.8 GW in the coming years [7] - The average all-in electricity cost was approximately $23,379 per Bitcoin produced, reflecting competitive pricing [6] Company Strategy and Development Direction - The company is transitioning from solely a Bitcoin miner to a developer of high-performance computing (HPC) data centers, with a focus on operational flexibility and strategic partnerships [9][11] - A term sheet was signed with Fortress Credit Advisors LLC for financing at the Barbara Lake site, indicating a strategic move to leverage external capital for development [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company’s operational flexibility and ability to adapt to market cycles, despite turbulent macroeconomic conditions [5][12] - The treasury management strategy has been effective, unlocking $90 million in liquidity to support growth without diluting shareholders [14] Other Important Information - The company has engaged in discussions with potential tenants and financing partners, indicating strong interest in its data center developments [10][11] - The Odessa facility has received industry recognition for its operational excellence, setting benchmarks for efficiency [15] Q&A Session Summary Question: Can you provide more details on the Fortress announcement? - The Fortress partnership will be a joint venture, with Fortress backing the financing of a full data center build, allowing the company to retain up to 49% ownership without additional capital [43][44][45] Question: How have conversations progressed since the tariff announcements? - The pace of conversations has increased, with more inquiries from large investors and tenants, indicating sustained interest despite tariff changes [48][49] Question: What is the financing strategy for Barber Lake? - The financing strategy allows the company to develop data centers without the high cost of capital typically associated with Bitcoin mining, enabling better economics [54][56][59] Question: How is the company managing long lead time item purchases? - The company prioritizes getting substations ordered and built, which are critical for tenant due diligence and project timelines [74][75] Question: What is the relationship with SoftBank now that they have invested? - The company is focused on securing a high-quality tenant for Barbara Lake, with hopes that SoftBank could become a tenant, while also exploring other potential tenants [78][80]

[First Quarter 2025 Highlights and Business Update](index=1&type=section&id=First%20Quarter%202025%20Highlights%20and%20Business%20Update) Cipher reported increased Q1 2025 revenue and Non-GAAP Adjusted Earnings, alongside a GAAP Net Loss, while advancing strategic data center developments and accelerating hashrate deployment plans Q1 2025 Financial Highlights | Metric | Value | Note | | :--- | :--- | :--- | | Revenue | $49 million | Up 16% quarter over quarter | | GAAP Net Loss | $39 million | - | | Non-GAAP Adjusted Earnings | $6 million | - | - Signed a term sheet with Fortress Credit Advisors LLC to serve as the joint venture financing partner for the development of a next-generation data center at Barber Lake[2](index=2&type=chunk)[3](index=3&type=chunk)[6](index=6&type=chunk) - Nearing completion of the Black Pearl Data Center's Phase I, with energization expected in May, enabling deployment of existing rigs to bring **~2.5 EH/s** online one quarter earlier than planned[2](index=2&type=chunk)[4](index=4&type=chunk) Hashrate Expansion Plan | Timeline | Expected Hashrate | Note | | :--- | :--- | :--- | | Current (post-Odessa upgrade) | ~13.5 EH/s | First full quarter of operations with upgraded fleet | | End of Q2 2025 | ~16.0 EH/s | Achieved through early deployment at Black Pearl | | End of Q3 2025 | ~23.1 EH/s | Subject to new rig delivery schedules | [Financial Statements](index=5&type=section&id=Financial%20Statements) The company's financial statements for Q1 2025 show increased total assets but a net loss, primarily due to higher non-cash expenses and unrealized bitcoin losses [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$913.8 million** by March 31, 2025, driven by higher deposits on equipment, while bitcoin holdings decreased Balance Sheet Comparison (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $23,173 | $5,585 | | Bitcoin | $52,024 | $92,651 | | Deposits on equipment | $122,502 | $38,872 | | Total assets | $913,792 | $855,446 | | Total liabilities | $178,997 | $173,493 | | Total stockholders' equity | $734,795 | $681,953 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 bitcoin mining revenue slightly increased, but the company reported a **$39.0 million** net loss, primarily due to higher depreciation and unrealized bitcoin losses Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue - bitcoin mining | $48,959 | $48,137 | | Depreciation and amortization | ($43,467) | ($17,244) | | Unrealized (losses) gains on bitcoin | ($20,178) | $40,556 | | Operating (loss) income | ($38,088) | $46,786 | | Net (loss) income | ($38,975) | $39,900 | | (Loss) income per share - diluted | ($0.11) | $0.13 | [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) Cipher uses non-GAAP measures like Adjusted Earnings to provide a clearer view of operating performance by excluding non-cash and non-recurring items, reporting **$6.1 million** in Q1 2025 Adjusted Earnings - The company uses non-GAAP measures like Adjusted Earnings to help evaluate business performance by excluding items such as non-cash change in fair value of derivative assets, share-based compensation, depreciation and amortization, and deferred income tax[14](index=14&type=chunk) Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted Earnings (in thousands) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net (loss) income (GAAP)** | **($38,975)** | **$39,900** | | Change in fair value of derivative asset | (7,330) | (7,359) | | Share-based compensation expense | 9,132 | 8,317 | | Depreciation and amortization | 43,467 | 17,244 | | Deferred income tax (benefit) expense | (635) | 5,178 | | **Adjusted (loss) earnings (Non-GAAP)** | **$6,138** | **$63,030** | Reconciliation of GAAP EPS to Non-GAAP Adjusted EPS (diluted) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net (loss) income per share (GAAP)** | **($0.11)** | **$0.13** | | **Adjusted (loss) earnings per share (Non-GAAP)** | **$0.02** | **$0.21** | [Disclosures and Other Information](index=2&type=section&id=Disclosures%20and%20Other%20Information) This section provides standard corporate information, including Cipher's business focus, forward-looking statement disclaimers, and investor relations contact details [About Cipher](index=2&type=section&id=About%20Cipher) Cipher focuses on developing and operating industrial-scale data centers for bitcoin mining and High-Performance Computing (HPC) hosting services - Cipher's business is centered on developing and operating industrial-scale data centers for two main purposes: bitcoin mining and HPC hosting[8](index=8&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward%20Looking%20Statements) This report contains forward-looking statements regarding future plans and financial performance, subject to risks and uncertainties, and protected under safe harbor provisions - The report includes forward-looking statements about business strategy, data center development, and financial results, which are subject to risks and uncertainties[9](index=9&type=chunk)[10](index=10&type=chunk) - Investors are advised to consider the 'Risk Factors' section of the company's Annual Report on Form 10-K for a more detailed understanding of potential risks[10](index=10&type=chunk)[12](index=12&type=chunk)

First Quarter 2025 Revenue of $49m, up 16% quarter over quarter Signed term sheet with Fortress Credit Advisors to serve as the JV financing partner at Barber Lake Nearing completion of 150 MW Phase I infrastructure at Black Pearl First Quarter 2025 GAAP Net Loss of $39m, and Non-GAAP Adjusted Earnings of $6m NEW YORK, May 06, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ: CIFR) ("Cipher" or the "Company") today announced its first quarter 2025 financial results, with an update on its operations and b ...

NEW YORK, May 02, 2025 (GLOBE NEWSWIRE) -- Cipher Mining Inc. (NASDAQ:CIFR) (“Cipher” or the “Company”) today released its unaudited production and operations update for April 2025. Key Highlights Key MetricsApril 2025BTC Mined1174BTC Sold350BTC Held2855Deployed Mining Rigs75 ...