Cipher Mining (CIFR) - 2022 Q4 - Annual Report

PART I This part covers the company's business overview, risk factors, properties, and legal proceedings Item 1. Business Cipher Mining is a U.S.-based industrial-scale bitcoin mining company operating four data centers in Texas - Cipher Mining operates as an emerging technology company focused on developing and running industrial-scale bitcoin mining data centers, with its primary revenue generated from bitcoin mining[288] Operational Snapshot (as of Feb 28, 2023) | Metric | Value | | :--- | :--- | | Miners Operated | ~58,500 | | Aggregate Hashrate | ~6.1 EH/s | | Electricity Deployed | ~203 MW | | Company-Owned Hashrate | ~5.2 EH/s | - The company's revenue model is based on earning bitcoin through block rewards and transaction fees by contributing computing power to a mining pool[290][293] - Cipher Mining utilizes a third-party mining pool, Foundry USA Pool, to combine its hashrate with other miners[294] Data Centers The company operates four data centers in Texas, including the wholly-owned 207 MW Odessa Facility and three partially-owned facilities - Odessa Facility: A wholly-owned 207 MW data center, capable of producing approximately 4.2 EH/s as of February 28, 2023, with plans for ~60,000 miners generating ~6.2 EH/s fully built out[299] - Alborz Facility: A 40 MW data center (49% owned) powered exclusively by wind, with a capacity of ~1.3 EH/s and Cipher's share being ~0.64 EH/s[302][303][304] - Bear & Chief Facilities: Two 10 MW data centers (49% owned) that curtail operations based on electricity prices, each with expansion potential up to 135 MW[306][307][308] Business Agreements Cipher has secured long-term power and hosting agreements, including a PPA with Luminant and a JV with WindHQ, ensuring low electricity costs - The company has power and hosting arrangements providing an average electricity cost of approximately 2.7 c/kWh until at least 2027[313] - A power purchase agreement with Luminant supplies the Odessa Facility with up to 207 MW under a take-or-pay arrangement[314] - A joint venture framework agreement with WindHQ governs the construction and operation of the Alborz, Bear, and Chief data centers, with Cipher holding a 49% membership interest in each[338] - The company has purchased a total of 34,200 S19j Pro miners from Bitmain and 35,119 MicroBT miners from SuperAcme[405][406][407] - A Master Services and Supply Agreement with controlling shareholder Bitfury Top HoldCo allows Cipher to request equipment and services and includes a non-compete clause for bitcoin mining in the U.S.[408][409] Item 1A. Risk Factors The company faces significant risks from the volatile digital asset industry, operational dependencies, regulatory uncertainty, and its concentrated operations Risks Related to Our Business, Industry and Operations The business is exposed to digital asset market volatility, operational concentration in Texas, reliance on third-party suppliers, and energy price fluctuations - The development and acceptance of digital assets are highly uncertain, with recent market disruptions like FTX's bankruptcy potentially slowing industry growth and increasing regulatory scrutiny[478][480][481] - The company's operations are concentrated in Texas, exposing it to risks from regional regulatory changes, market conditions, and natural disasters like severe weather events that could cause power outages[533][465] - Bitcoin mining is energy-intensive, and government regulators may restrict electricity supply, increase taxes on power usage, or ban mining operations due to environmental concerns[495][496][528] - The business depends on third-party suppliers for critical mining equipment, such as ASIC chips, which are subject to price fluctuations, shortages, and supply chain disruptions, particularly from geopolitical tensions or trade barriers[537][346][349] - The company faces intense competition from other mining operations that may have greater resources, access to cheaper power, or operate in less regulated environments[497][530] - A legal dispute is ongoing with Luminant regarding payments made under the Luminant Power Agreement, which could consume significant management resources and potentially affect the agreement's future valuation[365][366][368] Risks Related to Regulatory Framework Regulatory uncertainty in the digital asset space, including potential classification as a security or MSB, could impose significant compliance costs and operational restrictions - Regulatory actions and changes in how bitcoin is legally characterized could restrict its use and adversely affect the business, with different U.S. agencies classifying bitcoin differently, creating an unclear environment[68][69][70] - If the company's activities were deemed to require registration as a Money Services Business (MSB) under FinCEN or state laws, it could incur substantial, potentially cost-prohibitive, compliance costs[82][88] - There is a risk of being classified as an "investment company" under the 1940 Act, which would impose impractical restrictions on business operations, particularly if bitcoin were deemed a security[77][78][86] - Potential climate change legislation could impose significant costs, such as taxes on electricity or requirements to purchase renewable energy credits, negatively impacting the profitability of energy-intensive bitcoin mining[99][101][102] - The pseudonymous nature of blockchain transactions exposes the company to the risk of inadvertently transacting with persons on government sanctions lists, which could lead to penalties and reputational harm[104][105] - The tax treatment of digital assets is evolving and uncertain, with future guidance potentially imposing a greater tax burden on bitcoin transactions, negatively affecting its value and the company's business[116][117][122] Risks Related to Cryptocurrency The company faces risks from holding and transacting with cryptocurrencies, including loss or theft, network attacks, blockchain forks, and uncertain market acceptance - The loss or compromise of private keys to digital wallets could result in the irreversible loss of the company's bitcoin holdings[123][124] - Storing bitcoin on third-party trading platforms exposes the company to risks of loss from hacks or platform failures, as exemplified by recent bankruptcies like FTX and BlockFi[125][126] - Digital asset exchanges are largely unregulated and have been subject to fraud and failure, which can reduce confidence in the market and negatively impact bitcoin's price[143][144][145] - A malicious actor gaining control of over 50% of the Bitcoin network's processing power could alter the blockchain, enabling double-spending and undermining network integrity[182][183][185] - A permanent "hard fork" in the Bitcoin blockchain could create competing versions, splitting the user and miner base, reducing security, and negatively affecting bitcoin's value[156][157][159] - The limited and uncertain acceptance of cryptocurrency in the retail and commercial marketplace limits its utility and contributes to price volatility[141][142] Risks Related to Bitcoin Mining The company's success is highly dependent on bitcoin's value, facing risks from halving events, potential protocol shifts, and the need for continuous technological investment - The company's financial success is almost entirely dependent on the market value of bitcoin, which is historically volatile, and a significant decline would adversely affect operating results[195][198] - Accounting rules require impairment charges if bitcoin's fair value falls below its carrying value, but gains are not recorded until realized, creating significant volatility in reported earnings[202][203][204] - The next Bitcoin halving, expected in April 2024, will cut the block reward to 3.125 bitcoin, potentially reducing revenue if not offset by a price increase or transaction fees[205][206][207] - A potential shift of the Bitcoin network's consensus algorithm from "proof-of-work" to "proof-of-stake" would render the company's specialized ASIC miners obsolete and diminish its competitive advantage[216][217][218] - The rapid technological evolution of mining hardware requires continuous investment in new, more efficient miners to remain competitive, with failure to keep pace negatively affecting the business[220][221] Risks Related to our Common Stock and Warrants Risks include reduced disclosure as an "emerging growth company," the controlling influence of Bitfury Top HoldCo, stock price volatility, and potential worthlessness of warrants - As an "emerging growth company," Cipher is permitted to rely on exemptions from certain disclosure requirements, potentially providing less information to investors[257][260] - Bitfury Top HoldCo is the controlling shareholder, holding approximately 81.2% of common stock as of March 7, 2023, allowing it to control strategic direction and shareholder approvals[264][265] - The company is a "controlled company" under Nasdaq rules, exempting it from certain corporate governance requirements, such as having a majority of independent directors[322][323] - There is no guarantee that the company's public warrants, with an exercise price of $11.50 per share, will ever be "in the money" and they may expire worthless[279] - A material weakness in internal control over financial reporting was identified as of December 31, 2022, related to IT general controls, which could affect financial statement accuracy and investor confidence[380][381] Item 2. Properties The company leases all its properties, including executive offices in New York City and data centers in Texas, which are deemed adequate for near-term needs - The company leases all of its locations, including its executive offices in New York, NY, and its data center facilities across Texas[439] Item 3. Legal Proceedings The company is not a party to any material pending legal proceedings, but is vigorously contesting a lawsuit with Luminant in Texas state court - The company is not party to any material pending legal proceedings[440] - A lawsuit was filed by Luminant against the company's subsidiary, CMTI, in November 2022, seeking recoupment of approximately $6.7 million in payments related to the Odessa data center, which the company is contesting[366][558][574] PART II This part details the market for common equity, management's discussion and analysis of financial condition, and the financial statements Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock and warrants trade on Nasdaq, with 51 record holders as of March 7, 2023, and no plans for cash dividends - The company's common stock and public warrants began trading on the Nasdaq Stock Exchange on August 30, 2021, under the symbols "CIFR" and "CIFRW"[444] - As of March 7, 2023, there were 51 holders of record of the company's common stock[445] - The company has never declared or paid cash dividends and does not plan to in the foreseeable future, intending to retain earnings for business development and growth[449] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations For FY2022, Cipher Mining reported its first revenue of $3.0 million from bitcoin mining, incurring a net loss of $39.1 million, with liquidity primarily from its 2021 business combination Results of Operations For FY2022, the company generated $3.0 million in revenue from bitcoin mining, with a net loss of $39.1 million, significantly impacted by a $73.5 million derivative asset gain Comparison of Operations (2022 vs. 2021) | Metric (in thousands) | Year Ended Dec 31, 2022 | Eleven Months Ended Dec 31, 2021 | | :--- | :--- | :--- | | Revenue - bitcoin mining | $3,037 | $- | | Operating loss | $(37,421) | $(72,152) | | Net loss | $(39,053) | $(72,153) | | Change in fair value of derivative asset | $(73,479) | $- | | Equity in losses of equity investees | $36,972 | $- | | General and administrative | $70,836 | $72,147 | - Revenue of $3.0 million was generated entirely from the Odessa Facility, which began mining on November 22, 2022, mining 180 bitcoin at an average price of approximately $17,000 per coin[520] - A $73.5 million gain was recognized from the change in fair value of a derivative asset related to the Luminant Power Agreement, which included an initial recognition of $83.6 million[4] - Equity in losses of equity investees totaled $37.0 million, primarily consisting of $33.4 million in losses recognized from contributing miners to joint ventures at fair values below their cost[376] - General and administrative expenses decreased slightly to $70.8 million from $72.1 million, mainly due to a $22.3 million reduction in share-based compensation, offset by increased costs for insurance, payroll, and professional services[522] Liquidity and Capital Resources As of December 31, 2022, the company had $11.9 million in cash and an accumulated deficit of $111.2 million, with an ATM offering agreement for up to $250 million Financial Position (as of Dec 31, 2022) | Metric | Value (in millions) | | :--- | :--- | | Cash and cash equivalents | $11.9 | | Total stockholders' equity | $342.9 | | Accumulated deficit | $111.2 | | Net loss (FY 2022) | $39.1 | | Negative cash flow from operations (FY 2022) | $20.9 | - The company has a shelf registration statement on Form S-3 effective, allowing it to offer and sell up to $500.0 million in securities[10] - An at-the-market (ATM) offering agreement was established, allowing the company to sell up to $250.0 million of its Common Stock, with no shares sold as of the report date[11][12] Cash Flows For FY2022, net cash used in operating activities was $20.9 million, while investing activities used $173.9 million, and financing activities resulted in a net use of $3.1 million Summary of Cash Flows (in thousands) | Activity | Year Ended Dec 31, 2022 | Eleven Months Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(20,915) | $(31,666) | | Net cash used in investing activities | $(173,909) | $(120,140) | | Net cash (used in) provided by financing activities | $(3,090) | $361,647 | - Net cash used in investing activities increased by $53.8 million year-over-year, driven by a $73.2 million increase in deposits for miners and a $34.8 million increase for property and equipment purchases, partially offset by $54.0 million in cash distributions from joint ventures[17] - Net cash from financing activities decreased by $364.7 million, primarily because the prior period included $384.9 million in net proceeds from the Business Combination[18] Contractual Obligations and Other Commitments The company has significant contractual obligations, including a five-year executive office lease and $73.0 million in prepaid mining equipment purchase commitments - The company has a five-year, four-month lease for its executive office space with monthly rent of approximately $0.1 million[330] - A combined agreement with Luminant for the Odessa Facility includes a five-year lease for land and a substation, with total estimated undiscounted principal payments of $15.0 million[331][332][333] Mining Equipment Commitments (as of Dec 31, 2022, in thousands) | Vendor | Open Purchase Commitment | Deposits Paid | | :--- | :--- | :--- | | Bitmain Technologies Limited | $1,720 | $1,720 | | SuperAcme Technology | $50,660 | $50,660 | | Bitfury USA and other vendors | $20,638 | $20,638 | | Total | $73,018 | $73,018 | Item 8. Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for FY2022 and the eleven months ended December 31, 2021, including notes Notes to Consolidated Financial Statements The notes detail accounting policies, including reverse recapitalization, bitcoin as an indefinite-lived intangible asset, derivative asset valuation, and equity method investments - The 2021 merger with GWAC was accounted for as a reverse recapitalization, with CMTI as the accounting acquirer[779][758] - Bitcoin held by the company is treated as an indefinite-lived intangible asset, tested daily for impairment if its carrying value exceeds its fair value, with no subsequent reversals permitted[792][793] - The Luminant Power Agreement is accounted for as a derivative asset, recorded at fair value, with an initial recognition of $83.6 million as of July 1, 2022[886][4] - The company accounts for its 49% interest in three data center LLCs using the equity method, recognizing its share of net losses, which totaled $5.6 million in 2022[938][545] - As of December 31, 2022, the company had a finance lease liability of $14.8 million and an operating lease liability of $5.5 million[970] - Share-based compensation expense for FY 2022 was $41.5 million, a decrease from $63.8 million in the prior eleven-month period[565] Item 9A. Controls and Procedures Management concluded that disclosure controls were ineffective as of December 31, 2022, due to a material weakness in IT General Controls, for which a remediation plan is underway - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were not effective at a reasonable assurance level[668] - A material weakness was identified in internal control over financial reporting related to IT General Controls, with deficiencies in user access controls, segregation of duties, and program change management for financially relevant systems[671][381] - The company has initiated a remediation plan including devoting more resources to IT and financial reporting, utilizing a third-party firm, and formalizing policies for IT change management and user access[382][697] PART III This part outlines the company's directors, executive officers, and corporate governance practices Item 10. Directors, Executive Officers and Corporate Governance This section identifies the company's executive officers and board of directors, confirming no family relationships and the adoption of a code of business conduct and ethics - The company's executive officers include Tyler Page (CEO), Edward Farrell (CFO), Patrick Kelly (COO), and William Iwaschuk (CLO)[700] - The board of directors includes Chairman James Newsome and members such as Cary Grossman, Caitlin Long, and Robert Dykes[700][737] - There are no family relationships among the company's directors or executive officers[612] - A written code of business conduct and ethics has been adopted for all directors, officers, and employees and is available on the company's website[684] PART IV This part lists the exhibits and financial statement schedules included in the report Item 15. Exhibit and Financial Statement Schedules This section provides an index of the financial statements and a list of all exhibits filed as part of the Form 10-K - This section contains the index to the consolidated financial statements and a list of exhibits filed with the Form 10-K[731][711]