Cipher Mining - Q2 2023

Transcript

Operator (participant)

Good day. Thank you for standing by. Welcome to Cipher Mining's second quarter 2023 business update. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a Q&A session. To ask a question during the session, you will need to press star one one on your telephone. You will hear an automated message advising your hand is raised. To withdraw the question, simply press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Joshua Kane, Head of Investor Relations.

Joshua Kane (Head of Investor Relations)

Good morning. Thank you for joining us on this conference call to discuss Cipher Mining's second quarter 2023 business update. Joining me on the call today are Tyler Page, Chief Executive Officer, and Ed Farrell, Chief Financial Officer. Please note that you may also review our press release and presentation, which can be found on the investor relations section of the company's website. Please note that this call will also be simultaneously webcast on the investor relations section of the company's website. This conference call is the property of Cipher Mining, and any taping or other reproduction is expressly prohibited without prior consent.

Before we start, I'd like to remind you that the following discussion, as well as our press release and presentation, contain forward-looking statements, including, but not limited to, Cipher's financial outlook, business plans and objectives, and other future events and developments, including statements about the market potential of our business operations, potential competition, and our goals and strategies. The forward-looking statements and risks in this conference call, including responses to your questions, are based on current expectations as of today, and Cipher assumes no obligation to update or revise them, whether as a result of new developments or otherwise, except as required by law. Additionally, the following discussion may contain non-GAAP financial measures. We may use non-GAAP measures to describe the way in which we manage and operate our business.

We reconcile non-GAAP measures to the most directly comparable GAAP measures. You are encouraged to examine those reconciliations, which are found at the end of our earnings release issued earlier this morning. I'll now turn the call over to Tyler. Tyler?

Tyler Page (CEO)

Thanks, Josh. Hi, this is Tyler Page, CEO of Cipher Mining. Thank you very much for joining our second quarter 2023 business update call. As we start the call, I'd like to take a moment to point out that this is our eighth public earnings call, and I'm extremely proud of what we've accomplished over the past two years as a public company. Our philosophy from day one has been to invest in great people, operations, and technology with a goal of becoming the leading Bitcoin miner in the world. Over the past several quarters, we have made tremendous strides on the production front, and like last quarter, we're delighted to announce record production.

In addition to discussing our ramp-up in production, I will also discuss the continued growth of the corporate side of the company and other areas of the business which are important to the long-term success of the company. As you've seen from our monthly production reports and commentary, our team constantly works to drive operating improvements and cost savings. We have learned a great deal about improving efficiencies in our fleet, even under the extreme weather conditions we have seen this summer in Texas. The halving is an event that happens every four years and refers to the reduction in supply of new Bitcoin awarded to miners. It's an event that can be challenging for even the most disciplined companies in our space. We believe Cipher is very well positioned to be a winner on the other side of the upcoming halving.

Slide three shows a number of our distinguishing characteristics, which we believe are critical to our long-term positioning. Our weighted average cost of power is approximately $2.7 per kWh, and about 96% of our portfolio is energized through fixed-price power. As a reminder, power represents the overwhelming majority of our operating costs and is a key driver of our best-in-class unit economics. Structuring favorable energy economics remains the most important element of any future opportunities we consider. As we've said before, this is a cyclical business. Managing through the cycle is fundamental to our approach, whether that involves finding low-cost power, not overpaying for mining rigs during bull markets, or avoiding overly burdensome debt.

On top of the attractive power contracts we have negotiated, we also have more than 70,000 purchased rigs, and as of this week, run the entire business with a total of 32 employees. We have talked in previous quarters about the attractive organic growth opportunities that are at some of our existing sites, and we've continued to make progress at those sites. At each of Bear and Chief, we have acquired long lead time items for 30 MW expansions. At Alborz, we recently received ERCOT approval for a supplemental grid connection that would potentially allow us to expand our existing data center by 10 MW in the near term, as well as increase our targeted operational uptime significantly. We have also identified another 117 MW of potential JV opportunities at new sites with our partner, WindHQ, that should be available in 2024.

We continue to see acquisition opportunities in the marketplace. The halving is growing ever closer, and miners are faced with a challenging operating environment. As the reality of the halving's effects on miners with high costs sets in, we think there may arise interesting opportunities for growth. On page four, we give some key performance indicators that we observe in the business as we continue to ramp up. Our current self-mining hash rate is 6.8 exahash per second, and we expect to reach 7.2 exahash per second by the end of Q3 as we complete the build-out of the Odessa facility. With the potential expansions at Alborz, Bear, and Chief that we talked about on slide 3, we see the opportunity for near-term organic growth up to 8.7 exahash per second.

On the bottom of this slide, you can see some of our current and year-to-date production numbers, which reflect the rapid pace of our build-out. In the middle of the page, you can see our Bitcoin held, which has risen quarter-over-quarter. We manage our Bitcoin treasury by generally selling enough Bitcoin every month to fund our operating expenses. Beyond those sales, we may choose to sell more Bitcoin for dollars to invest in expansion opportunities, to hedge our inventory with futures or options, or to hold excess Bitcoin to build our overall treasury balance. It's our goal to build our Bitcoin inventory over time, and with CapEx winding down at our Odessa site, we have increased flexibility to build that inventory. Slide five is a high-level overview of a Bitcoin mining business, which we like to include each quarter to remind everyone how our business model works.

We operate the box in the middle of the drawing that says mining equipment, which represents our data centers and mining rigs. As I discussed earlier, we spend the majority of our operating expenses on electricity, which our data centers convert into computing output. Unlike traditional data centers, which operate a similar model and sell their computing output to enterprise clients for dollars, Cipher sells its computing output, called hash rate, to the Bitcoin network for Bitcoins. To make this model operate profitably, a Bitcoin mining company needs to control both its electricity costs and the capital it spends to build its data centers, including what it spends to purchase mining equipment. Controlling these costs enables a miner to be a lower-cost producer, and our focus at Cipher has always been on controlling these specific costs to produce the best possible unit economics.

That illustration hopefully gives you a good sense of a straightforward Bitcoin mining business. Cipher, however, does have an additional element to our business, which is incredibly valuable. We have the ability to sell power back to the grid at our Odessa facility. That aspect of our PPA gives us both an element of downside risk protection as well as upside optionality to our revenue streams that doesn't exist for most traditional miners. At our Odessa data center, the power provider has the right to curtail our power use up to 5% of hours over the course of the year. They will generally try to do this when open market purchase prices for power are high, so that they can reap larger returns from selling power in the market, as opposed to selling it to us at our lower contracted fixed price.

We can also curtail the data center ourselves, shut down our machines, and sell the power we are not using back into the market. This is not the same as being an ERCOT ancillary services participant, because we are behind the meter, but it affords us some similar advantages when power markets are volatile. Let's now turn to page six and take a look at recent Bitcoin market events and Cipher's approach to these volatile markets. During the quarter, we have seen many positive headlines for Bitcoin. Leading the way, we saw a number of the largest institutions file or refile for their Bitcoin spot ETF, other large institutions applying for various cryptocurrency licenses, and a cryptocurrency bill make it out of committee in Congress.

The news drove a rally in Bitcoin up to around $32,500 before it fizzled and retreated to being range-bound in the high 20,000s. During this price movement, there has been a steady climb to an all-time high in overall Bitcoin network hash rate, which continues to suppress mining economics. What does all this mean for how we're approaching the remainder of 2023 and next year going into the halving? With this market backdrop, we believe it's crucial to optimize our current production while we weigh a long list of potential expansion opportunities from both our existing sites and new opportunities. On slide seven, we give a portfolio overview of our data centers. We have completed the build-out of our Alborz, Bear, and Chief data centers and expect full completion of Odessa by the end of the third quarter.

Our cost of electricity per Bitcoin generated at our sites are some of the lowest in the industry. Year to date, across our portfolio, we have paid approximately $8,034 in all-in electricity costs per Bitcoin produced. We are very proud of this. For those who are relatively new to the story, the chart on the right shows you the dramatic build-out in Cipher's overall hash rate year to date, as well as the additional potential near-term growth opportunities that we outlined earlier. Let's dive into specifics for each site. Turning to slide eight, you can see a picture of our Odessa facility, which we anticipate completing by the end of Q3. Odessa is clearly the most significant part of our portfolio, as it represents approximately 90% of our Bitcoin production....

Odessa is a wholly owned facility with a five-year fixed price PPA and some of the lowest-cost power in the industry. In fact, as of the third quarter of last year, we began reporting a third-party independent valuation to give investors a sense of how much value is represented in the contract alone. Ed will talk more about it in his remarks. At the end of July, we generated approximately 5.8 exahash per second at the site, using approximately 193 MW. We have mined roughly 2,443 Bitcoins at the site year-to-date and had a recent maximum daily mining capacity of approximately 14.2 bitcoins per day. In the coming months, we will be hosting an investor day at Odessa and look forward to showcasing the operations and team as we finish the last pieces of the build-out.

Moving to slide nine, let's take a look at an overview of operational highlights at our Alborz data center. Alborz is 100% powered by wind and is a joint venture that we share with our energy provider. It currently has a total operating capacity when the wind blows of 40 MW. That 40 MW powers roughly 1.3 exahash per second of rigs. Alborz can mine a maximum of roughly 3.17 Bitcoins per day, and year-to-date, the site has mined approximately 464 Bitcoins. Roughly half of that total capacity and site production belong to Cipher. Most importantly, our year-to-date all-in electricity cost per Bitcoin at Alborz was approximately $6,312, demonstrating our resilient, low-cost structure.

We are working to supplement the wind production at Alborz with a grid connection, which would allow us to increase our uptime and generate more Bitcoin with the existing equipment at the site. We are also looking at a potential 10 MW expansion of the site in the coming quarters, with potential larger expansion up to 165 MW in the future. Slide 10 shows operational highlights from our Bear and Chief data centers. Combined, the sites operate 20 MW, which power approximately 0.65 exahash per second and can generate roughly 1.58 Bitcoins per day in current market conditions. Bear and Chief are also structured as joint ventures with similar shared economics to Alborz.

Unlike our other sites, which have behind the meter power arrangements, Bear and Chief are set up in front of the meter at a location in Texas that typically features attractive market prices. Our year-to-date all-in electricity cost per Bitcoin at the combined sites was approximately $6,511. As I mentioned earlier, Bear and Chief each have the potential for 30 MW expansions in the coming quarters, we have been acquiring long lead time infrastructure like transformers, to ensure that we will be able to expand when we choose to do so. We are continuing to monitor the market for favorable machine purchases and being thoughtful and deliberate as we consider the upcoming halving. The wonderful advantage of our expansions at these sites is that we have no deadline to start drawing power. That is, we have no take-or-pay obligations.

Thus, we can continue to be opportunistic and expand at our own pace. As a final note, before I turn the call over to Ed, I'd like to share one more important announcement. We are adding Rob Flatley to our board of directors. Rob is the CEO of TS Imagine and has deep experience in electronic trading. He has founded and led multiple companies specializing in data, analytics, and securities trading, and has pioneered efforts to bring traditional financial trading infrastructure to crypto. As we enter our next phase of growth, we believe that utilizing the immense data sets we collect and analyze while operating our data centers and treasury will be key to successfully expanding Cipher beyond being just another Bitcoin miner, and look forward to his advice and assistance in the coming years. Welcome, Rob. Now, I'll turn it over to our Chief Financial Officer, Ed Farrell.

Ed Farrell (CFO)

Thank you, Tyler, and hello to everyone on the call. Before I move on to my remarks on the quarter, I'd like to remind everyone that I will be referring to the reported financial results for the three and six months ended June 30th. Our public does contain several slides which refer to the updated data. Those numbers are footnoted and referenced as current as of July 31st, 2023. Over the past several quarters, we have reported a steady ramp-up in production as we move towards the completion of our Odessa facility. Last quarter, we began to see those operational developments flow through to the financials, and we're delighted to see the trend continue in the 2nd quarter. The 2nd quarter was characterized by further top-line growth, greater free cash flow, and improved liquidity.

I'm happy to report for the three months ended June 30, 2023, that our Odessa facility mined 1,114 Bitcoin, resulting in Cipher reporting $31.2 million in revenue. For the first half of 2023, Odessa mined 2,061 Bitcoin, resulting in $53.1 million in revenue. This, coupled with the 143 Bitcoin we earned at our JVs, resulted in a total of 1,257 Bitcoin mined in the second quarter, and for the six months, our JVs earned 341 Bitcoins, for a total of 2,402 Bitcoin. Please note that the financial impact of the Bitcoin mined at our JVs is included in the equity investee account on the income statement.

Tyler talked about the upcoming halving and the importance of the ability of the company to weather financial challenging markets. Our unit economics is a critical part of our ability not only to survive, but come out a winner on the other side of the halving. Equally important is the health of our financial position. As we like to remind investors, this is a cyclical business, and we want to maintain a strong balance sheet and financial position that gives us maximum flexibility over the course of the cycle. We continue to have no debt at the corporate level, just equipment financing at the project level. In the current market conditions, we do not generally see debt as an attractive form of financing.

The ability to fund both capital expenditures and operating expenses through ongoing operations while building a Bitcoin reserve is a key differentiator for us versus many of our competitors. It also reflects our prudent approach as we look towards the halving. Now I'd like to turn to the Odessa PPA. Tyler talked about the competitive advantage our power contract at Odessa gives us. As a reminder, we began publishing a third-party mark for this agreement in the third quarter of 2022, which we believe underlines the fundamental value in the business. That mark is shown as a derivative asset on the balance sheet that gets revalued each reporting period. It essentially reflects the in-the-money value of the contract relative to the current market for the power prices at Odessa.

At June 30th, this asset was valued at $75.3 million, or an increase of $3.2 million, which is recorded as a gain on our income statement. Please note that this asset is in two components: $25.8 million as a current asset and $49.5 million as a non-current asset. For this period and future periods, the change in fair value of this contract will flow through our GAAP earnings and will exclude the impact for non-GAAP reporting. Our other significant assets as of the end of the quarter include liquidity of $12.2 million. This includes cash of $1.7 million and Bitcoin of $10.5 million.

Property and equipment of $268 million is primarily related to the Odessa facility, which includes miners of $158 million, leasehold improvements of $135 million, and other fixed assets of $3.6 million. These items are offset by $29.4 million of accumulated depreciation. In addition, we have security deposits of $17.7 million that primarily relate to collateral posted to our Odessa power provider. Our equity investment of $33.1 million relates to our JV, Alborz, Bear & Chief. Currently, our liquidity position is $15.9 million, comprised of $1.1 million in cash and $14.8 million in Bitcoin.

We utilized the ATM for the first time this quarter and issued approximately 978,000 shares at an average fair market value of $2.78, or $2.7 million, net of issuance fees. We believe the ATM is a useful tool which we can access in the right market conditions and for the right growth opportunities. Now let's look at our GAAP operating results for the quarter ended June 30th. We had a net loss of $12.7 million, or a net loss of $0.05 per share. This compares to the prior year's second quarter, where we had a net loss of $29.2 million, or a net loss of $0.12 per share.

Our Odessa facility mined 1,114 Bitcoin and generated revenue of $31.2 million for the three months ended June thirtieth, using an average price per Bitcoin of about $28,000. Cost of revenue for the three months ended June thirtieth, 2023, was $15.9 million and consisted primarily of power costs at the Odessa facility, as well as maintenance expense for the mining operations. In addition, we have reported power sales of $5.7 million for the quarter. I would like to highlight that we had offsetting adjustments of $2.7 million in both the cost of power and power sales. As they are offsetting, they have no impact in current results. The change in fair value of our Odessa power agreement, which I mentioned earlier, resulted in a gain of $3.2 million.

Equity and losses of equity investees totaled approximately $1.4 million for the quarter ended June 30th, a decrease of $10.6 million for the three months ended June 30th, 2022. To remind everyone, equity and losses of equity investees consist of our 49% share in the earnings or losses generated by our three partially owned mining sites. General and administrative expenses totaled $21.3 million for the current quarter versus $16.7 million for the previous year's quarter. Within G&A, the primary drivers are stock-based compensation of $9.2 million in the current quarter versus $10.1 in the prior year's quarter, compensation and benefits of $3.4 million versus $1.1 million in the prior year quarter. This increase is attributed to building out our team over the course of the year.

We doubled the size of our team this past year as we built out the data centers in our corporate businesses, we're still at only 30 employees. Corporate insurance totaled $2.4 million in the current quarter versus $2.5 million in the prior year quarter. Other G&A totaled $3 million and include IT, occupancy, and other public company expenses versus $2.1 million for the three months ended June 30, 2022. The other increase for this quarter was that we accrued $2 million for the costs related to resolving our payments dispute with Luminant. Depreciation for the second quarter was $14.4 million versus an immaterial amount in the prior year's second quarter. This is because the second quarter of 2022, we hadn't yet started mining at Odessa, so the depreciation on the equipment was minimal.

We had a realized gain on the sale of Bitcoin of $4.2 million in the second quarter. As I mentioned on previous calls, we began selling a portion of our Bitcoin holdings at the start of 2023 to support our operations and cash requirements. Finally, we recognized a $2.8 million impairment on our Bitcoin holdings in the second quarter versus $500,000 in the previous year's second quarter. Let's move on now to our non-GAAP financial measures. We are providing supplemental financial measures for our non-GAAP income from operations that excludes the impact of depreciation of fixed assets, share-based compensation expense, the non-cash change in the fair value of our warrant liability, deferred tax expense, and the non-cash change in the fair value of our derivative asset, which again, is the power contract at Odessa.

These supplemental financial measures are not measurements of financial performance in accordance with U.S. GAAP, and as such, they may not be comparable to similarly titled measures of other companies. We believe that these non-GAAP measures may be useful to investors in comparing our performance across reporting periods on a consistent basis. Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions. For the three months ended June 30, 2023, we had a non-GAAP net income of $7.3 million, or $0.04 per share. This compares to a non-GAAP net loss of $19.1 million, or a net loss of $0.08 per share for the previous year's second quarter. I encourage you to review our earnings release, where we have provided a reconciliation of these GAAP versus non-GAAP results.

I would close out our presentation by saying we are pleased with the continued build-out at our Odessa facility and remain on track to achieve 7.2 exahash by the end of Q3. Looking out towards the halving, we cannot predict the price of Bitcoin or future hash rates, but our financial position and best-in-class unit economics should position us well to take advantage of the volatile markets we expect to see. In closing, we look forward to updating you in greater detail on the financial results as Odessa is completed in the third quarter, and we begin to see operations at a full run rate. I will pause, and Tyler and I are happy to answer your questions.

Operator (participant)

Thank you. I will open the lines now for the questions. As a reminder, to ask a question, simply press star one one on your telephone and wait for your name to be announced. To withdraw the question, simply press star one one again. One moment while we compile the Q&A roster. Our first question comes from the line of Chase White with Compass Point Research.

Chase White (Senior Research and Policy Analyst of Blockchain and Cryptocurrency and TMT Policy)

Thanks. Good morning, guys. A couple, if I may. First of all, just some housekeeping. Can you give us a sense of what the EBITDA generated by the JVs was in the quarter?

Ed Farrell (CFO)

Sure, I can do that, Chase. Good to have you on the call. The EBITDA for the JVs is about $7 million.

Chase White (Senior Research and Policy Analyst of Blockchain and Cryptocurrency and TMT Policy)

Gotcha. That's helpful. You know, it'd be great if you could walk us through, you know, the CapEx needs for the JV expansions and any color you can give us on potential timelines. Any details would be great. Thanks.

Tyler Page (CEO)

I can, I can provide some color on that. Hi, Chase. I, I think with the JV expansions and consistent with the theme that we've been talking about for a while, we are weighing sort of cautious expansion and timelines versus halving and sort of economics in the space as hash rate builds and Bitcoin stays stagnant. What we've done is we've invested, the JVs have invested a few million dollars in getting the longest lead time items, transformers and the necessary equipment, sort of up to that point. We have not secured containers and miners yet, the lead times on that is, is less.

I, I think as I mentioned on the call, the thing we are keeping in mind here is that we don't have a deadline to expand or take or pay, and so we can be, you know, frankly, cautious, as we think about allocating further capital. If we were to hit go tomorrow, I, I would still say that probably assuming everything stayed on track and things were delivered on time, that would be, you know, close to year-end, would be my guess. We haven't made that decision yet to purchase the containers and miners that would be necessary, and so that's why we're nonspecific on the timing of how we're thinking about that.

Chase White (Senior Research and Policy Analyst of Blockchain and Cryptocurrency and TMT Policy)

Got it. That makes sense. Any color on kind of cost per, per megawatt for the infrastructure or, anything like that, that you could give us?

Tyler Page (CEO)

I think it's ballpark, you know, typically about half the cost per megawatt is in, the, the miners themselves, and so I think historically we have spent about $500,000 on non, mining rig infrastructure per megawatt. If you just use that, you know, you figure whatever the going rate for rigs is, we'll make up on top of that. Within, within that half, that is the infrastructure, transformers are a meaningful but not majority of it. That's not specific, I realize, but there, there's still, I would say, the majority of cost per megawatt, has not been spent yet.

Chase White (Senior Research and Policy Analyst of Blockchain and Cryptocurrency and TMT Policy)

Got it. That's helpful. Thank you.

Operator (participant)

One moment for our next question, please. It comes from the line of John Todaro with Needham & Company.

John Todaro (Senior Analyst)

Great, thanks for taking my questions, guys. Two for you here, if I could get them both in. First, trying to understand the uptick in cost of revenue. It sounds like energy maybe was around $8 million-$9 million. It looked like that maintenance expense must have been up a little bit. Can we just talk a little bit about the drivers there? Any commentary on that?

Ed Farrell (CFO)

Sure, John. Hi, it's Ted. Yeah, I can give you some color there. The drivers for the cost of revenue, yes, we have, you know, part of that is our, our team that's down there, monitoring and maintaining the facilities. Yes, with the increase at Odessa, we have increased the staff there, so that's somewhat the driver of it. The actual cost of revenue, in that number for the current period, there was an accounting adjustment of about $2.7 million that's offset by the power sales equal and offset. There's no impact. There was just a catch-up adjustment based upon some new data that we received. Again, doesn't have an impact to the bottom line. If you're looking at that current quarter number, that's probably...

It is overstated by about $2.7 million, as is the cost of the power sales number that we had. Does that make sense?

John Todaro (Senior Analyst)

That does. Okay, that's helpful. Thanks for that. My next question, a little bit different, but, you know, the power sale increase, kind of makes sense with the weather here. Any expectations for the remainder of the year, kind of what we should expect for power sales?

Tyler Page (CEO)

I think that's hard to answer, John, because-

John Todaro (Senior Analyst)

Yeah

Tyler Page (CEO)

... you know, I think this year has been a bit of a learning experiment for everyone dealing with power in Texas. I think, as everyone knows, we've had record temperatures across the state, record power demand, but simultaneously, while that has led to some higher prices, people are also aware of that. There are more curtailable loads available, and generally, it's hard to predict sort of prices around the market. It's not a simple sort of linear exercise where you say: It is hotter, therefore people want more air conditioning, therefore prices will go up, because more power is also available. So there's a bit of a game theory for sort of what people are selling ahead, what's available in real time, et cetera.

When we think about opportunistic power sales, you know, first things first, we, as you know, offer 5% of our hours as curtailment to our power provider at Odessa, and they, you know, generally use those pretty well around the highest price moments. They have used over 50, you know, decent amount, over 50% of their curtailable hours year to date. I, I think if we see conditions persist, you could see more opportunistic power sales from us, depending on how that curtailment budget gets spent by our counterparty. It's very hard to predict.

I mean, I think what I would say, if you compare us to other miners that are front of the meter and may have power sales from participating in ancillary services, keep in mind that a lot of the value we've got is baked into our $0.027 price across the portfolio. That, that sort of keeps in mind this curtailment that is meant to pick up some of those big spikes in power. On the opportunistic side, while I think we will continue to have power sales, it has mostly been where we have had excess power available to us because we have not had all the equipment plugged in yet.

As far as capturing the spike, like I know we talked about in previous quarters, that can happen, but it's very hard to predict because there's a lot of dynamics that go into pricing and, and also calculating how our curtailment budget gets used.

John Todaro (Senior Analyst)

Got it. Thanks, guys. Appreciate it.

Operator (participant)

Thank you. One moment for our next question, please.... It comes from the line of Josh Siegler with Cantor Fitzgerald.

Josh Siegler (Director and Head of Crypto and Fintech Research at Cantor Fitzgerald)

Yeah. Hi, guys. Good morning. Thanks for taking my question today. First of all, as we're heading into the halving, how are you thinking about your growth strategy? Most importantly, what would cause you to take a more aggressive approach to scaling or a more conservative approach?

Tyler Page (CEO)

Thanks, Josh. I, I think it's, you know, around level of comfort for projecting the economics. I think if you look at a hash rate on the network that has continued to build while we've had this range-bound Bitcoin, you know, if you project out into the future and, and look at the modeling, as everyone knows, the, the revenue numbers for all miners will drop off a cliff, towards the end of next April. Probably, you know, if we were to have market conditions similar to today, that would cause quite a shakeout in the industry, and, and Cipher would be very well positioned. I think we're cognizant of not trying to get overextended with that expansion. E- even if we can cashflow positive in that environment, we wanna be careful about how we fund, such growth at the JVs.

It's impossible to say exactly, but, you know, if we all come back after the end of the summer, and, you know, feels like we're not so range-bound, maybe Bitcoin breaks out, and we have reasons to believe that that'll be a sustainable breakout, you know, that could lead us to have more confidence to, to push forward with, you know, ordering rigs that would accommodate our expansions at Bear and Chief. But it's hard to say. There, there's not one thing. I think we're taking advantage of the fact that, you know, we, we don't have a take-or-pay deadline, and so we can afford to be flexible. We think we are really the best-positioned miner when we get through the halving.

We just wanna be cautious not to sort of push, you know, not have that advantage because we were too aggressive, so we're just being deliberate.

Josh Siegler (Director and Head of Crypto and Fintech Research at Cantor Fitzgerald)

Understood. Thank you, Tyler. You know, I'd also like to talk a little bit about your HODL balance. As, you know, the Odessa expansion is nearing its end, you've clearly increased this HODL balance over time. How are you thinking about balancing between tapping the HODL and raising new capital to fund future growth?

Tyler Page (CEO)

Yeah, I'd say that's a dynamic decision-making process that, you know, is pretty intensive between our treasury management team and management. I think in general, the guidance we have given our investors is that it, it is our goal over time to build the Bitcoin balance that we hold. We, of course, weigh that against, you know, how we use capital in the business and what we pay for day-to-day. As a general guideline, you know, we sell Bitcoin every day for dollars to cover our operational expenses, and that's kind of a baseline where we start. Beyond that, we think about, you know, do we sell extra Bitcoin for capital?

Do we potentially hedge some of that Bitcoin or try to generate some yield because we're selling a futures position or an options position against Bitcoin we hold in treasury? Theoretically, we tap our ATM to be able to sell equity, but that, that has to do with the dynamic between relatively, where's the stock price trading to Bitcoin price and how we feel against the overall goal of building the balance over time. It's hard to give a specific formula other than the starting point, which is, we wanna guide people to understand that we pay for operational expenses with the Bitcoin we produce. Beyond that, we like to retain flexibility.

Josh Siegler (Director and Head of Crypto and Fintech Research at Cantor Fitzgerald)

Mm-hmm. Understood. Thanks for taking my question.

Operator (participant)

Thank you. One moment for our next question, please. Comes from the line of Mike Colonnese with H.C. Wainwright.

Mike Colonnese (Managing Director of Equity Research)

Good morning, Tyler and Ed, and thank you for taking my questions this morning. First for me, can you provide a little more color on the 117 MW of new expansion opportunities in 2024 with WindHQ, your JV partner? Why look to go the JV route for expansion, especially given the success you've had with Odessa?

Tyler Page (CEO)

Sure. Thanks, Mike. I think we've benefited from having a diversity in our approach to sites. WindHQ is a great partner, and as I mentioned about the expansions in Bear and Chief, sort of the wonderful thing about the arrangement at those sites is that there's not a take-or-pay deadline, where you have to have a site built by this date or else you start paying for power. We can make a joint decision when we want to begin to draw power and then plan our capital expenditures around that. As far as the sites, the 117 MW go, we have a framework arrangement with WindHQ to scope out several sites for future joint ventures that operate in principle on the way that the first three do.

They have a series of sites that they have scoped out and are working on interconnection and all the various approvals you would need to have ready. Currently, those are estimated to be ready to build a data center in 2024, it's 3 sites specifically in Texas. As time goes by, again, we'll make progress on the sort of timelines for thinking about that as time goes by, then we will apply a similar framework how we do with Bear and Chief, with, you know, trying to target how we think about spending the capital for those expansions to line up when it's ready.

Mike Colonnese (Managing Director of Equity Research)

Got it. That's helpful. Appreciate that. If you could just provide some more detail on the ERCOT approval of your grid connection at Alborz, what the timeline looks like to complete that connection, and operationally, really what that entails?

Tyler Page (CEO)

Sure. Keep in mind that Alborz is in a regulated area in Texas, so there's a little bit of complexity to setting up the specific arrangement there. For everyone's benefit, as a reminder, at Alborz, we draw power directly, you know, the power is generated in a co-located wind farm. Because of the area of Texas it is located in, that power, from a contractual standpoint, gets routed through a local co-op. We have a 50 MW PPA there. We have a 40 MW data center currently. You know, currently, the data center operates with a targeted uptime of about 75%, and that's because the wind doesn't always blow, and we've sized the data center to be somewhat smaller than the overall size of the wind farm.

With the ERCOT approval for a grid connection, that would allow us to bring that uptime, you know, targeted from 75% to high 90s%, because we would be using the wind farm's power supplemented with, when there is no wind, what we could draw from the grid. We do need to go through the rest of the steps beyond just an ERCOT approval, which would involve, you know, getting a contract set up with the co-op and so forth, to go through the structure that is required in, in that area of Texas. Overall, it's hard to predict an exact timeline for that, but I would say, you know, a few months is probably likely to make progress on that.

Then, obviously, the, the first step would be, we already have 40 MW there, so the day you can flip that on, the uptime on the existing 40 MW would go up. Beyond that, as I mentioned, the PPA is actually for 50 MW there, so we would have a 10 MW expansion available under the existing PPA. Then ultimately, there would probably be more regulatory steps to get a full expansion, so it's a longer timeline, but there is a 165 MW wind farm there. Given that we could supplement the wind power with grid power, there's no reason we would have to downsize the data center theoretically, assuming we go through all the necessary regulatory approvals.

Mike Colonnese (Managing Director of Equity Research)

Great. Thanks, Tyler.

Operator (participant)

Thank you. I will end the Q&A session, now, and I'll pass it back to Tyler Page for final remarks.

Tyler Page (CEO)

Thank you very much for joining our business update call, and I appreciate your time. If anyone would like to speak further about Cipher and what we're doing, please reach out to our investor relations team, and we look forward to updating you on our progress at our next call. Thank you very much.

Operator (participant)

With that, we thank you all who participated. You may now disconnect.