0001819989-25-000112
SEC filingCipher Mining grew bitcoin mining revenue 51% YoY to $164.2M for nine months ended Sep 30 2025 while accelerating HPC pivot via major leases and $1.3B notes, though net loss widened to $88.0M on higher depreciation.
Revenue for the nine months ended September 30, 2025 reached $164.2 million, up 51% from $109.0 million in the prior-year period, generated solely from bitcoin mining at the Odessa and Black Pearl Facilities. The increase reflected higher average bitcoin prices, partially offset by lower bitcoin mined after the April 2024 halving. Q3 revenue alone jumped to $71.7 million from $24.1 million, aided by Black Pearl coming online at the end of Q2 2025.
Operating loss widened to $120.9 million from $60.8 million, driven by a $81.0 million rise in depreciation and amortization to $147.1 million. The increase stemmed from Odessa fleet upgrades, Black Pearl assets placed in service, and the June 2024 change in miner useful life from five to three years. Net loss grew to $88.0 million from $62.1 million.
Other income swung to $33.7 million, primarily from a $31.9 million mark-to-market gain on warrant liability. Adjusted earnings improved to $76.8 million from $56.1 million after excluding non-cash items.
Operations remain concentrated in bitcoin mining. The Odessa 207 MW site operates under a fixed-price PPA while Black Pearl's initial 150 MW mining capacity began contributing in July 2025 before full HPC conversion. Equity investees in three 40 MW sites produced mixed results, including a $4.0 million impairment share recognized in the nine-month period.
Management is executing a rapid shift to HPC and AI workloads. Key milestones include the Fluidstack lease for 168 MW at Barber Lake (delivery September 2026), the 300 MW AWS campus lease (phased 2026 delivery), and the 1-GW Colchis site acquisition with 2028 interconnection. Liquidity of $1.2 billion in cash plus access to ATM equity and convertible notes is expected to fund construction and operations for at least the next twelve months.
As of September 30, 2025, Cipher Mining reported cash and cash equivalents of $1.2 billion, up from $5.6 million at year-end 2024, driven by $1.4 billion in net proceeds from convertible note issuances. Total assets stood at $2.8 billion, including $170.3 million in bitcoin. Total liabilities were $2.1 billion, including $1.0 billion in long-term borrowings (net) and $512.6 million in warrant liability. Stockholders' equity was $783.2 million. Working capital was $849.2 million.
The company had purchase commitments of $326.4 million as of September 30, 2025, primarily related to construction contracts. Additionally, the company has a $100.0 million secured credit facility (undrawn) and a $25.0 million overnight credit facility (undrawn). The Luminant Power Agreement derivative asset was valued at $68.5 million.
During the nine months ended September 30, 2025, the company issued $1.5 billion in convertible notes (net of issuance costs), including $172.5 million of 1.75% notes due 2030 and $1.3 billion of 0% notes due 2031. It also repurchased $7.3 million of common stock for tax withholding. Capital expenditures totaled $262.0 million, primarily for the Black Pearl Facility build-out. No dividends were declared.
The company operates a single reportable segment: Bitcoin Mining. For the nine months ended September 30, 2025, segment revenue was $164.2 million, cost of revenue $57.0 million, depreciation and amortization $147.1 million, and segment operating loss $50.3 million. The company operates two wholly-owned data centers in Texas (Odessa and Black Pearl) and has equity investments in three joint venture data centers.
Cipher Mining's cash flow statement for the nine months ended September 30, 2025, reveals a significant divergence between net loss and operating cash flow. The net loss of $88.0M was substantially deepened to a net cash outflow from operations of $153.5M. This was primarily driven by a large non-cash adjustment for 'Non-cash consideration received for services' of $164.1M, which, despite being a reconciling item, did not offset the cash burn. The prior year period showed a net loss of $62.1M and an operating cash outflow of $58.5M, indicating a worsening cash conversion trend.
Capex intensity remains extremely high, with purchases of property and equipment surging to $262.0M from $92.4M, far exceeding operating cash flow and proceeds from bitcoin sales ($150.2M). This heavy investment, focused on the Black Pearl Facility build-out, underscores the company's aggressive growth phase but results in a substantial free cash flow deficit when considering capex alone.
Financing activities provided a massive $1.49B inflow, almost entirely from the issuance of convertible notes ($1.44B net). This capital raise was partially offset by the purchase of capped call options ($82.7M) and modest share repurchases for tax withholding ($7.3M). The company did not pay dividends. A notable anomaly is the $544.5M non-cash issuance of warrant liability, which does not impact the cash flow statement but is a significant financing activity. Working capital changes were mixed, with a notable $36.6M decrease in accrued expenses and other liabilities acting as a drag on operating cash flow.