cifr-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________________________________________________________________________________________________

FORM 10-Q

_______________________________________________________________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________.

Commission File Number: 001-39625

________________________________________________________________________________________________________________

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, New York, New York			10017
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (332) 262-2300

Former name, former address and former fiscal year, if changed since last report: N/A

________________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CIFR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share

CIFRW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 5, 2025, the registrant had 371,213,387 shares of Common Stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Quarterly Report, other than statements of historical fact, including, without limitation, statements about our beliefs and expectations regarding our future results of operations and financial position, planned business model and strategy, our bitcoin mining and high-performance compute (“HPC”) data center development, timing and likelihood of success, capacity, functionality and timing of operation of data centers, expectations regarding the operation of data centers, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. The forward-looking statements in this Quarterly Report are only predictions and are largely based on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following:

•We operate in a rapidly evolving industry and have an evolving business model and strategy, which includes our increasing focus on diversification into constructing and operating data centers for HPC companies, as well as bitcoin mining.

•If we fail to grow our hashrate, we may be unable to compete, and our results of operations could suffer.

•The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.

•We may face several risks due to disruptions in the digital asset markets, including but not limited to, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of digital assets.

•Any unfavorable global economic, business or political conditions, such as geopolitical tensions, military conflicts, acts of terrorism, natural disasters, pandemics, trade restrictions, tariffs, or similar events could adversely affect our business, financial condition and results of operations.

•Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, increase taxes on the purchase of electricity used to mine bitcoin, or even fully or partially ban mining operations.

•We have concentrated our operations and, thus, are particularly exposed to the performance of the Odessa Facility and changes in the regulatory environment, market conditions and natural disasters in Texas.

•We depend on third parties, including electric grid operators, electric utility providers and manufacturers of certain critical and specialized equipment, and rely on components and raw materials that may be subject to price fluctuations or shortages, including application-specific integrated circuit (“ASIC”) chips that have been subject to periods of significant shortage and high innovation pace.

•We may be affected by price fluctuations in the wholesale and retail power markets.

•We are vulnerable to severe weather conditions and natural disasters, including severe heat, winter weather events, earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents or mechanical failures, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

•Bitcoin miners and other necessary hardware are subject to malfunction, technological obsolescence and physical degradation.

•If we or our third-party providers fail to protect confidential information and/or experience cybersecurity incidents, such as cyber-attacks, data breaches, hacking attacks or malware, there may be disruptions to our operations, triggering significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.

•The value of bitcoin has historically been subject to wide swings, and our operating results may be adversely affected by our hedging activity.

•There is a potential that, in the event of a bankruptcy filing by a custodian, bitcoin held in custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.

•Regulatory changes or actions may restrict the use of bitcoin in a manner that adversely affects our business, prospects or operations.

•Our sources of revenue are dependent on bitcoin and the Bitcoin ecosystem, which can be highly volatile.

•Any potential use of emerging technologies like artificial intelligence, machine learning and generative artificial intelligence could lead to unintended consequences and result in reputational harm and litigation.

•We have identified a material weakness in our internal control over financial reporting which, if not timely remediated, may adversely affect the accuracy and reliability of our future financial statements, and our reputation, business and the price of our common stock, as well as may lead to a loss of investor confidence in us.

•The important factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025 (the “2024 Form 10-K”), and our other reports filed with the SEC.

The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

Our corporate website address is https://www.ciphermining.com (“Corporate Website”). The contents of, or information accessible through, our Corporate Website are not part of this Quarterly Report.

The Company maintains a dedicated investor website at https://investors.ciphermining.com/investors (“Investors’ Website”) which is similarly not part of this Quarterly Report. We make our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and all amendments to those reports, available free of charge on our Investors’ Website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC.

We may use our Investors’ Website as a distribution channel of material information about the Company including through press releases, investor presentations, sustainability reports, and notices of upcoming events. We intend to utilize our Investors’ Website as a channel of distribution to reach public investors and as a means of disclosing material non‑public information for complying with disclosure obligations under Regulation FD.

Any reference to our Corporate Website or Investors’ Website addresses do not constitute incorporation by reference of the information contained on or available through those websites, and you should not consider such information to be a part of this Quarterly Report or any other filings we make with the SEC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CIPHER MINING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(unaudited)


	March 31, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	23,173	$	5,585
Accounts receivable	758		596
Receivables, related party	300		2,090
Prepaid expenses and other current assets	2,970		3,387
Bitcoin	52,024		92,651
Receivable for bitcoin collateral	32,497		32,248
Derivative asset	42,835		31,648
Total current assets	154,557		168,205
Restricted cash	14,392		14,392
Property and equipment, net	477,972		480,865
Deposits on equipment	122,502		38,872
Intangible assets, net	9,043		8,881
Investment in equity investees	48,499		53,908
Derivative asset	50,165		54,022
Operating lease right-of-use asset	12,192		12,561
Security deposits	19,776		19,782
Other noncurrent assets	4,694		3,958
Total assets	$	913,792	$	855,446
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	29,879	$	22,699
Accrued expenses and other current liabilities	66,300		69,824
Finance lease liability, current portion	3,903		3,798
Operating lease liability, current portion	3,200		3,127
Short-term borrowings	35,459		32,330

Total current liabilities	138,741		131,778
Asset retirement obligations	20,801		20,282
Finance lease liability	6,315		7,331
Operating lease liability	9,506		9,833
Deferred tax liability	3,634		4,269
Total liabilities	178,997		173,493
Commitments and contingencies (Note 13)
Stockholders’ equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2025, and December 31, 2024	-		-
Common stock, $0.001 par value, 500,000,000 shares authorized, 371,313,598 and 361,432,449 shares issued as of March 31, 2025 and December 31, 2024, respectively, and 370,857,699 and 350,783,817 shares outstanding as of March 31, 2025, and December 31, 2024, respectively	371		361
Additional paid-in capital	954,812		863,015
Accumulated deficit	(220,387)		(181,412)
Treasury stock, at par, 455,899 and 10,648,632 shares at March 31, 2025 and December 31, 2024, respectively	(1)		(11)
Total stockholders’ equity	734,795		681,953
Total liabilities and stockholders’ equity	$	913,792	$	855,446

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)


	Three Months Ended March 31,
		2025		2024
Revenue - bitcoin mining		$	48,959	$	48,137
Costs and operating (expenses) income
Cost of revenue		(14,894)		(14,820)
Compensation and benefits		(14,303)		(13,036)
General and administrative		(8,951)		(6,077)
Depreciation and amortization		(43,467)		(17,244)
Change in fair value of derivative asset		7,330		7,359
Power sales		991		1,173
Equity in income (losses) of equity investees		(5,292)		738
Unrealized (losses) gains on fair value of bitcoin		(20,178)		40,556
Realized gains on sale of bitcoin		12,196		-
Other gains		(479)		-
Total costs and operating expenses		(87,047)		(1,351)
Operating (loss) income		(38,088)		46,786
Other income (expense)
Interest income		190		786
Interest expense		(777)		(400)
Change in fair value of warrant liability		-		250
Other expense		(156)		(1,958)
Total other expense		(743)		(1,322)
(Loss) income before taxes		(38,831)		45,464
Current income tax expense		(779)		(386)
Deferred income tax benefit (expense)		635		(5,178)
Total income tax expense		(144)		(5,564)
Net (loss) income		$	(38,975)	$	39,900
(Loss) income per share - basic and diluted		$	(0.11)	$	0.13
Weighted average shares outstanding - basic		360,514,620		296,641,499
Weighted average shares outstanding - diluted		360,514,620		304,397,979

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except for share amounts)

(unaudited)

Three Months Ended March 31, 2025


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of December 31, 2024	361,432,449	$	361	$	863,015	$	(181,412)	(10,648,632)	$	(11)	$	681,953
Issuance of common shares, net of offering costs - At-the-market offering	9,149,447	9		$	34,169	-		-	-		34,178
Treasury stock reissued for PIPE Investment	—	-		49,990		-		10,438,413	10		50,000
Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	731,702	1		(1,144)		-		(245,680)	-		(1,143)
Share-based compensation	-	-		8,782		-		-	-		8,782
Net loss	-	-		-		(38,975)		-	-		(38,975)
Balance as of March 31, 2025	371,313,598	$	371	$	954,812	$	(220,387)	(455,899)	$	(1)	$	734,795

Three Months Ended March 31, 2024


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount						Shares	Amount
Balance as of December 31, 2023	296,276,536	$	296	$	627,822	$	(136,777)	(5,318,674)	$	(5)	$	491,336

Issuance of common shares, net of offering costs - At-the-market offering	14,246,235	14		64,532		-		-	-		64,546

Delivery of common stock underlying restricted stock units, net of shares settled for tax withholding settlement	2,059,390	3		(3,177)		-		(787,098)	(1)		(3,175)


Share-based compensation	66,941	-		8,317		-		-	-		8,317
Net income	-	-		-		39,900		-	-		39,900
Balance as of March 31, 2024	312,649,102	$	313	$	697,494	$	(96,877)	(6,105,772)	$	(6)	$	600,924

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CIPHER MINING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net (loss) income	$	(38,975)	$	39,900
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation	43,277		17,097
Amortization of intangible assets	189		147
Amortization of operating right-of-use asset	369		254
Share-based compensation	9,132		8,317
Equity in losses (gains) of equity investees	5,292		(738)
Loss on disposal of assets	633		-
Non-cash lease expense	-		392
Other operating activities	-		1,958
Income taxes	144		5,564
Non-cash consideration received for services	(48,797)		(48,079)
Change in fair value of derivative asset	(7,330)		(7,359)
Change in fair value of warrant liability	-		(250)
Change in fair value of bitcoin collateral	2,755		-
Change in fair value of bitcoin loan	(1,046)		-
Unrealized loss (gains) on fair value of bitcoin	20,178		(40,556)
Realized gains on sale of bitcoin	(12,196)		-
Changes in assets and liabilities:
Accounts receivable	(162)		(58)
Receivables, related party	1,790		(185)
Prepaid expenses and other current assets	418		760
Security deposits	7		-
Other non-current assets	(737)		-
Accounts payable	(8,745)		2,540
Accrued expenses and other current liabilities	(13,179)		(6,123)
Lease liabilities	(255)		(217)
Net cash used in operating activities	(47,238)		(26,636)
Cash flows from investing activities
Proceeds from sale of bitcoin	90,005		-
Deposits on equipment	(75,105)		(4,536)
Purchases of property and equipment	(24,570)		(7,902)
Purchases and development of software	(352)		(200)

Investment in equity investees	(7,276)		(18,319)
Net cash used in provided by investing activities	(17,298)		(30,957)
Cash flows from financing activities
Proceeds from treasury stock reissued for PIPE investment	50,000		-
Proceeds from the issuance of common stock	34,524		66,171
Offering costs paid for the issuance of common stock	(345)		(1,623)
Repurchase of common shares to pay employee withholding taxes	(1,144)		(3,177)

Principal payments on financing lease	(911)		(1,208)
Net cash provided by financing activities	82,124

SEC Form 10-Q filed by Cipher Mining Inc.