Good day and thank you for standing by. Welcome to the Cipher Mining Third Quarter 2024 Business Update Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question and answer session. [Operator Instructions] Please be advised today's conference is being recorded. I would now like to hand the conference over to your speaker today. Josh Kane, Head of Investor Relations. Please go ahead.

Good morning and thank you for joining us on this conference call to address Cipher Mining’s third quarter 2024 business update. Joining me on the call today are Tyler Page, Chief Executive Officer, and Edward 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, and 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. 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 mostly directly comparable GAAP measures, and you are encouraged to examine those reconciliations, which are filed at the end of our earnings release issued earlier this morning. I will now turn the call over to Tyler Page. Tyler?

Thanks Josh. Hello, this is Tyler Page, CEO of Cipher Mining. Thank you very much for joining our third quarter 2024 business update call. We have had an extremely busy few weeks recently at Cipher, and our business model has rapidly evolved from being just a Bitcoin miner to being a developer of HPC data centers with a natural built-in offtake via Bitcoin mining for prospective sites. We believe that we have found a truly unique niche by opportunistically investing in greenfield development sites, knowing that we can build and operate an HPC site for a tenant or if a high-quality HPC tenant fails to materialize, we can always continue to expand our Bitcoin mining footprint and put the sites to profitable use. We have closed five such deals to acquire greenfield data center development sites in the last two months. Our current primary intent for these sites is to develop them as HPC data centers, but all five sites are located in Texas and would also be excellent sites for Bitcoin mining as we can always use our proven ability to manage power curtailment and produce our own best-in-class electricity costs. Cipher combines expertise in site origination at the front end of the development funnel with an experienced team of construction and operations professionals that joined us from the hyperscalers. Our team has built some of the most high-tech data centers in the world and continues to innovate in both the HPC and Bitcoin mining space. Further downstream, we believe Cipher's talents in operating the technology and trading needed to manage energy prices and the curtailment process will bear fruit as the entire data center industry evolves. According to a recent research piece from JLL, data center industry demand is forecast to grow at a 23% compound annual growth…

Thank you, Tyler and hello to everyone on the call. I'd like to begin by sharing some high-level thoughts on our recent site acquisitions, which are a critical part of our HPC initiative and represent significant investments for us this quarter. As Tyler has mentioned, being a leader in this space requires not only great sites, but also an experienced team and strong expertise in financing. The ability to secure such attractive sites is a direct result of the foundational work we did when we established the company. Although we are still in the early stages of our HPC initiative, we believe the strength of our team, our balance sheet, our tech stack are key elements that will position us as a leading developer of HPC data centers. The strategic investments we've made in these areas have enabled us to act swiftly and capitalize on unique opportunities like Barber Lake. Turning to earnings, it comes as no surprise that the third quarter was a challenging one given that it was the industry's first full quarter post halving. Revenues were down. However, we remain encouraged by the business' underlying performance and the company's overall growth trajectory. Our access to low-cost fixed price power and our strong balance sheet continue to be critical strengths in maintaining a solid financial position. Slides 19 and 20 give a snapshot, which we provide every quarter of some of our financial metrics on both sequential and year-over-year basis. Let's move on to Slide 21 and dive into the numbers in more detail. Similar to last quarter, we encountered significant industry headwinds, including a record low hash price and a rising network hash rate. For the quarter, we recorded a GAAP net loss of $87 million compared to a loss of $15 million in the prior quarter…

Thank you. [Operator Instructions] Our first question comes from Mike Grondahl with Northland. Your line is open.

Hey thanks guys and congratulations on the development pipeline. You guys have made just a ton of progress there recently. And related to that, Tyler, I wanted to ask, how are you -- with two good opportunities, how are you thinking about allocating capital going forward between Bitcoin mining projects and HPC projects? How are you thinking about that?

Hey Mike, thanks for the question. And it's a good one because it's one that's occupying a lot of our head space. I think the easiest way to answer that is to say that we're focused on what's going to drive the greatest shareholder returns. We're driven on getting the stock value higher and the decision-making goes around that. I think they're both very good operating verticals to have. They're just very different. As you know well, the Bitcoin mining process is really subject to kind of a cyclical market. We go through four-year halving. We get chip upgrade cycles. We get booms and busts and bull markets and bear markets. I think of the HPC hosting business is a very different kind of profile. That is a business that you're going to have, at least the way we are playing it, looking to have a really high-quality counterparty on a long-term lease. So, very reliable cash flows that can be heavily debt financed from a CapEx perspective. It's just a completely different profile than Bitcoin mining. I think one of the challenges of Bitcoin mining, at least where the market is today, is that lenders and a lot of investors view it as obviously volatile, but also having a lot of correlated risk. And a lot of it is wrong way risk if you look at some of these miners in the sense that their business relies on hash price -- the value of the equipment they own is related to that. And if they have a Bitcoin treasury, that's correlated as well. And so what's interesting about the HPC business is it really is a completely different profile. If you've got a high-quality counterparty, you can be looking at loan-to-cost percentages north of 80% even. And so I think when we look out, we're really driven on what drives the most value. That revenue stream will be valued differently by investors, but I think it's very complementary to Bitcoin mining. I think what's been interesting about the way the market has developed over the last couple of months is we have developed great strengths at finding large-scale sites that may be overlooked. And again, Bitcoin mining traditionally was in different locations than HPC tenants were looking. That is changing because they need such larger sites now. And so that market has really kind of come to us. So, as we go forward, I think of Cipher really as a data center development company that has this built-in kind of hedge that, let's say, HPC turns and it's not as hot as it clearly is right now, we've got these sites that work great for Bitcoin mining if you can manage curtailment, which we do. So, I expect to have both businesses. It's really just a question of site-specific, market-specific and where can we be the most opportunistic.

Got it. That's helpful. And then in terms of some of your initial discussions, with HPC customers, hyperscalers and really financing partners, I mean, are you getting past the initial stages of those discussions? Kind of where are those? And how are they developing?

So, let me speak really broadly and generally because I'm obligated to not get too specific on some of those discussions. But look, if you look at that whole marketplace, I will oversimplify it. It is more complicated than this. But roughly speaking, you're going to have a client that wants a long-term lease, say, 15-plus years, and they are going to pay some percentage of the total cost to build at the site, including the value of the site. And the percentage they're going to pay in that lease is going to be somewhere from the high single digits to the mid-double-digits per annum. And there are elements to that. It's a little bit more complicated in that you're contributing these sites probably at a different value than we paid for them, for example, because we got such a great deal. I mean, at Barber Lake, we've had multiple offers to buy it for multiples of what we paid for it already. So, that's basically how that business is going to work depending on the credit quality of the counterparty, they would pay a lower percent on the lease. And if they're a little bit further out on the credit quality spectrum, they'd be more in the double-digits. And then your ability to finance that, that market is pretty deep with an executed lease with a known counterparty. And again, the amount that can be financed is somewhat driven by that credit quality and the specifics. But I would say we have a lot of interest. We've gotten -- we've had many discussions. I would say we're pretty advanced. So I can't give too many more specifics than that. But like I said, and you heard in the comments at the beginning of the call, we're very confident in this marketplace and the level of interest we've received that we will get it all the way to the finish line.

Great to hear. Thanks again.

Thanks Mike.

Our next question comes from Paul Golding from Macquarie. Your line is open.

Thanks so much and congrats on all the development pipeline. I had a quick question on Black Pearl. Given all the conversations you're having with potential HPC tenants, is there any change to how you're thinking about Black Pearl on a -- at a higher level in terms of whether there's optionality to slot in some HPC earlier if demand is there? And then I have a follow-up. Thanks.

Sure. So, the way we are operating right now is that Black Pearl construction is going full speed ahead with the envisioned 300-megawatt Bitcoin mining data center that we have planned, and everything is on track. I think that large-scale sites that are energized in 2025 are so rare that we have received a lot of unsolicited reverse inquiry on the site for hosting HPC. And so what I'd say is we're flexible. Again, we're kind of driven by what we think will produce the best returns for the company. If someone wants to offer the moon and the stars for Black Pearl, and we think it will produce a better investment return than building the Bitcoin facility there, we'll certainly entertain those offers. So, it's hard to say what may happen all the way at the end when it's up and running, but nothing has changed about our process, and we've got hundreds of folks working out there every day making the progress that we showed in the pictures of the presentation.

Thanks. And then when I think about Black Pearl, it has 250 air-cooled 50-megawatt split for liquid cooled. Is there anything to glean from that in terms of how you see data center development bifurcating? Is there the potential for that site to pivot maybe more over time towards liquid cooled if you're looking to be positioned well for GPUs, direct-to chip, et cetera. How should we think about maybe more macro for your whole fleet in terms of how you're approaching liquids since historically, you've been air cooled? Thanks.

Great question. So, we view it as really important to have hydro as something that we do. Candidly, when we have modeled out investment returns and you look at the difference in CapEx and the spend for hydro, I'm not sure you're going to make it back in Bitcoin mining. And so that's why we have generally favored doing air cooled. We just think the ROI works better. We're pretty good at managing a fleet of air cooled machines. That said, the industry more broadly, the data center industry is certainly moving there over time. And I think given that we've got such a large-scale site at Black Pearl, it was our view that we should do something meaningful there in hydro so that we have credible experience managing that. And exactly as you suggested, Paul, we want to be prepared for a world where everything is direct-to-chip cooled, and we've got operational experience that we can show off doing that. And it will be interesting to see how that progresses and to check in on where the ROIs are over time on those megawatts versus the other megawatts to check our assumptions in our modeling.

Great. Thanks so much.

Our next question comes from Mike Colonnese with H.C. Wainwright. Your line is open.

Hey good morning guys. First one for me is a bit of a follow-up to the previous question there. So it sounds like you're open to utilizing a portion of the capacity at Black Pearl for HPC. So, I'm curious how that would impact your 2025 hash rate outlook, which currently calls for 35 exahash a second, assuming you find a great deal on the HPC side?

Thanks, Mike. So, the projection -- the 35 exahash projection by the end of next year envisions the full build-out for Bitcoin mining at Black Pearl and Black Pearl represents an estimated 21.5-ish of that exahash calculation. So, to answer your question, it would depend on what portion would end up being HPC and it would proportionately ramp that down depending on how much of the site we would potentially repurpose for HPC. Again, I think from our perspective, we are not changing anything about our scheduling, the progress we're making, et cetera. It's just if someone -- I think the market is still kind of defining the pricing for large-scale sites that can be energized in 2025. And it only keeps moving in one direction, and there's just an astounding amount of enthusiasm for sites like that, which is why we want everyone to be knowledgeable that we're open to if we see something much better, giving up a portion of that hash rate for something even better. But as is projected, 21.5 exahash coming out of Black Pearl by the end of next year.

Understood. Appreciate the color there. If you could just remind us of the remaining CapEx needed to complete the full build-out at Black Pearl and really how -- assuming a portion of that capacity is allocated to HPC, how that figure could be impacted as we progress through the coming quarters?

Sure. So, it's hard to give exact specifics on what could end up there. But let me talk about Black Pearl as we're thinking about it from the Bitcoin mining perspective because that's a little bit more well defined. Let me remind you that it's a front of the meter site, so we don't have any kind of take-or-pay obligations there beyond hitting some minimum megawattage for certain deposits we've put down. The first phase, which is the first 150 megawatts of the site has about $77 million of infrastructure spending left to go. And you could roughly double that if you were assuming the build-out for the full 300 megawatts of Bitcoin mining. Now, that's just -- that's sort of everything but the mining rigs. The reason why I'm giving some flexibility on the rigs is if you do the full build-out of the 21.5 exahash as envisioned, recall that we have deposits down on options to buy rigs at very attractive prices, both the S21 XPs from Bitmain and the next-generation Canon machines. If we were to buy all of those next-gen machines to get to that 21.5 exahash at the site, we'd be paying about $340 million for those rigs. That said, those are options. It's not an obligation. And I'll remind you that we are currently upgrading Odessa and unplugging about 4.5 exahash of machines that we could go repurpose somewhere else. And at front-of-the-meter site, we could, of course, just run curtailment and operate them profitably. All by way of saying that our plan is to do the full spend, get the really cutting-edge machines to get that full strength going into what we expect to be a Bitcoin and Bitcoin mining bull market next year. But if conditions didn't materialize or something like that, we do not have excessive obligations and so we can kind of manage that opportunistically.

Really helpful color. Appreciate taking my questions Ed.

Our next question comes from Bill Papanastasiou with Stifel. Your line is open.

Yes, good morning gentlemen. Congrats on the recent developments with your hyperscaler discussions and thanks in advance for answering my questions. For the first one, just hoping you could share some more color, Tyler, on the amount of capacity that these hyperscalers are looking for demanding. Do you have a potential customer in mind that is considering multiple sites? I'm just curious to hear how advantaged it has been to have one of the largest pipelines in the Bitcoin mining space? Thanks.

Let me give some color. So, at least in some of the discussions we have had, there seems to be a very outsized focus on 2025 capacity that effectively like near-term quotas have not been met at some of those very large users of compute. And so the real focus has been on what's available sooner in the pipeline. That lines up very well for us, as I mentioned, that we can sort of potentially expand to other pieces of that business over time. But our first attempts will be, let's call it, on a little bit more just the vanilla hosting kind of version of the business. Most of them screen for sites that are at least 100 megawatts. I think that's a general screen and sometimes it's even bigger, 150 megawatts. I don't know how much more color I can give than that other than we've got, I don't know, a half dozen folks have expressed interest. Some of that has been reverse inquiry and they found us. And certainly, as I've mentioned with Black Pearl, we really went into those discussions knowing how fantastic and rare Barber Lake is. It's only after some of those discussions progressed and they got to know us that people have been pretty aggressively asking also about Black Pearl. But that's generally kind of the state of the world.

Okay. Awesome. I appreciate the color there. And then just sticking with the power portfolio or power strategy, can you share some data points in terms of how the level of difficulty has changed to secure greenfield sites in Texas over the recent quarters? And how important will it be to secure more capacity at this point now that you have roughly 2 gigawatts of unallocated power, yet you're seeing a number of hyperscalers getting anxious due to the long lead-times? Thanks.

Sure. So, I mean, obviously, for context, I'm sure as everyone probably knows, having 2.5 gigawatts is a very large portfolio. we have found a lot of opportunities just because historically, Bitcoin miners have used these big sites. So we've got some expertise in looking for them. I do think it's getting more challenging to find them. The sites we have found, they tend to be kind of sticky situations. I don't think -- though we have been very active in participating in broker deals, we always get a call and a look, and we typically will go through and provide bids. I'm not sure we've even ever made a final round of bidding for a heavily marketed site. That's not really our sweet spot. Our sweet spot has tended to be sites that, again, for whatever reason, they need to close quickly. There's been some history at the sites that's complicated. Maybe there's various constituents that are having challenges getting to agreement, whatever, we've been able to kind of swoop in and those have been sites where we've been able to really extract a lot of value. If you look at what we have paid for sites, we've done a really, really good job on it. That means we don't get as many sites as we bid on, but we do tend to source these. I think if you look at our progress over the last quarter and how we look at different time lines, it sort of is indicative that it's getting more challenging to find sites. The options on the 3M sites we mentioned are earlier in the development process than we have ever gone. So, typically, we have bought sites that are greenfield, but they have an approved interconnection. In the case of the 3Ms, because…

Thanks Tyler. That’s great. Appreciate it.

Our next question comes from John Todaro with Needham & Co. Your line is open.

Hey great. Thanks for taking my question. Two for you guys. So, first off, in the prepared remarks, Tyler, it sounds like there's a few different avenues you guys could go down with HPC. Obviously, it's a big CapEx lift though. So wondering if -- are you going to put any CapEx dollars towards building a dedicated site without a lease in place from a customer or a major lease at that? And then I have a follow-up question.

So, I think there's some basic CapEx we would spend preparing a site, grading it, et cetera. And for future sites, doing things like arranging to build a substation that can be used. A lot of the sort of high-voltage to mid-voltage infrastructure looks the same at both kinds of sites. And so that's the kind of things -- those are the kinds of things we would do. We probably would not build a data center on spec without a tenant in mind, at least at this point in our evolution because based on our discussions, there are very particular design and build requirements depending on the prospective tenant. And so to sort of build something on spec and hope that they like it is, again, at this point in our evolution, is probably not what we're going to do. We would look to -- I think what you should expect would be we would get a term sheet letter of intent kind of thing in place with a tenant that would have the design and build requirements envisioned. We would make progress on that as we come towards an executed final lease. And then on the lease, we would look to debt finance as much as possible that build cost. So ,I do think we would have some spending in the months between letter of intent and executed lease. But fair to say, there are a lot of avenues to provide that. There are many folks have been calling us up, offering all different ways to sort of finance that CapEx. So, I think it's all easily within reach.

Got it. Understood. That's helpful. And then just a follow-up. There's been some talk of 2025 HPC. But unless you kind of -- it almost seems like it would be breaking ground pretty quickly here. Is it more so that something would be signed in 2025 and you'd be more so generating revenue for the customer or generating revenue on the lease in more so like a 2026? Because it just seems like a very short time frame to get a site up and running for -- to capture that 2025 demand?

Yes. No doubt that if you're starting from scratch, that's going to be challenging. But the thing about Barber Lake, of course, is that the substation is sitting there and humming. So, it's really the downstream construction from there, and that is typically a long lead time gating item. After that to figure out a time line, it's a little bit build and customer specific. If it's a customer that wants five 9s of uptime from day one, the long lead time item is going to be generators and you're probably not going to be getting generators in 2025 until maybe you'd get some at the very end of 2025. But that would be the other question. If they are willing to run with, say, three 9s of uptime forever or in advance of receiving generators, you could be up and running by late next year, at least you could be getting started. theoretically, but you would have to move quickly. I think the one other thing to mention is there's a lot of different models of this business. There are some clients that have their own design and all their own equipment, and you're not procuring it. You are providing basically the land and constructing the shell for them on a build-to-suit basis, but they may be sitting on an inventory of generators. So, in that case, it's really just the construction time line, which admittedly is many months. It's going to be very late 2025, but that is doable. So, it depends a little bit on the tenant.

Understood. Appreciate that. Thanks guys.

Our next question comes from Reggie Smith with JPMorgan. Your line is open.

Hey, thanks for taking the questions. Todd, a question for you. Obviously, there's a lot of interest in HPC. We've seen some longer-range deals from nuclear plants announced. We've seen, I guess, one big deal of Core Scientific announced with CoreWeave. But I guess my question for you, Tyler, are you surprised and it kind of builds on the last question. Are you surprised at the pace of development in kind of the near term? Because again, like if things aren't signed soon, it becomes very hard for something to be up by 2025. What do you think is causing HPC application users to hesitate? Or why hasn't a deal been signed yet? Is it just nailing down the pricing? Or like what are some of the things that are kind of going through their heads as you kind of see it?

Well, I mean, I'd say based on our experience, there is a fair amount of diligence. So, there are site visits. There's a fair amount of study of geotech studies, things like that, understanding the sites, the risks. The companies that are spending billions of dollars on this also tend to be very large companies with hundreds of thousands of employees. And frankly, while there's a lot of enthusiasm to go quickly, and again, if you listen to the earnings calls of the hyperscalers, you can hear about the revenue, the CapEx investments, et cetera, related to their cloud services. So, I think that's kind of the big picture driver of why they're in a hurry. I think between diligence and just working with large organizations, these things take time. These leases are complex. It's not we're a very nimble company that does self-mining. So, it's very easy for us to execute quickly here. Other things are a little bit more bureaucratic. I mean also, not for nothing, there is a bit of a dating process. They've got to get to know us. I would say, look, broadly speaking, the Bitcoin mining industry in general has, by design, built things on the cheap. We are at the low end of the revenue spectrum for data centers, often very high margin, but that margin is driven by squeezing costs out of builds. And that is very different than the high end of the revenue spectrum where building five 9s of uptime requires a level of attention to detail and craftsmanship that I would say not every company in this space has. We happen to be blessed with a very talented and experienced construction and operations team that have worked at places like Google and Meta on their data centers. And so I think in the diligence process, we show very well. It's part of the reason for my confidence in addition to having these great sites is we have a team that impresses. And so I think overall, since your question is kind of about the industry, I think those are some of the reasons I would imagine. And I would imagine if we're not leading the charge, I know there are other folks that are involved in these types of discussions as well. And given just the setup in the marketplace, I'm confident you'll probably see multiple folks with these deals, but I'm extremely confident in our prospects.

Thank you. Our final question comes from Greg Lewis with BTIG. Your line is open.

Yes, hey, good morning and thanks for getting me in here. I guess we're on the hour. So, I'll just keep it to one. So, Tyler, and I guess, Ed, as like you kind of called out the write-down in power. Could you just give us a little bit of thoughts around how you're thinking about the potential power book just as we look at -- if we were to look at like 2026 electricity pricing in Texas, it looks like it's kind of like down and it's like a two-year low if we were looking at a range. Just kind of how are we thinking about that? Just is this something that we're going to continue to do? Or just as we think about we've been hearing from some miners that, hey, prices are low and really we can just kind of be in the spot market and maybe not look to hedge as much as maybe we might have thought about doing in the past?

It's a good question. I think that, listen, we're always going to look for the most favorable way to lock in margins. Sometimes that's floating in the spot market. Sometimes the market presents you with an opportunity to do a fixed price contract. Let me speak to the contract and give some context on ERCOT. So of course, I'm sure everyone knows this, but the power contract is mark-to-market each quarter, and that's going to depend on how much time is left and what the forward pricing curve is over those coming years. And so the contract has always been in the money. We have hedged at a very cheap price. Over the summer, I believe in the second quarter, on a forward basis, those prices hit the highest they have, I think, maybe ever been, but certainly at least on a local high on a forward basis. And so the contract marked up quite a bit. Of course, we have always stripped out that mark-to-market in our adjusted earnings because it is a non-cash item, it moves around a lot. I think the bigger thing is nothing changes about the fact that we're paying $0.027 per kilowatt hour for power. And that's really the value of that contract is in the ongoing operations. So, it came down -- those prices on a forward basis came down from highs over the summer. And of course, we expired another quarter of time value remaining, and that's the mark-to-market on the contract on that specific question. More broadly speaking, look, the market continues to develop, and it has implications for both the Bitcoin mining industry and potentially where HPC goes over time. Again, if grid operators are not going to want these huge loads coming on to their grids without generation and the users of the HPC are not going to want to wait for the time it would take to build generation, you could imagine a world where perhaps if you look at Texas dynamics, you get a solar ramp in the afternoon in the summer and it's hot and prices spike, you could potentially manage going between generators, backup power and not drawing from the grid for a couple of hours and bringing kind of curtailment to an HPC load. We're very excited about things like that because we've been doing that business for a long time in Bitcoin mining and think we can bring a lot of expertise. It depends. This summer showed a lot of growth in batteries in Texas. And so power dynamics were really different and will continue to evolve. But I think that's always been one of our great strengths, and we expect it to be going forward.

Thank you. I'll turn it back to Tyler for any closing remarks.

Yes. Thank you, everyone, again, for joining. We're very excited about the future and look forward to providing more updates as soon as we can. Thank you. Happy Halloween.

Ladies and gentlemen, this does conclude today's presentation. You may now disconnect and have a wonderful day.