Earnings call transcript: Cipher Mining’s Q3 2025 reveals strategic shift

Cipher Mining Inc. reported its third-quarter earnings for 2025, revealing a strategic pivot towards high-performance computing (HPC) amidst a challenging earnings landscape. The company posted earnings per share (EPS) of $0.10, falling short of the forecasted $0.11, marking a 9.09% negative surprise. Revenue also missed expectations, coming in at $71.7 million compared to the anticipated $76.5 million, a 6.27% shortfall. Despite these misses, Cipher Mining’s stock surged 23.32% in premarket trading, reaching $23, driven by strategic initiatives and robust future guidance.

Key Takeaways

• Cipher Mining’s Q3 revenue increased by 65% from the previous quarter, reaching $72 million.
• The company mined 629 Bitcoins, up from 434 in Q2, reflecting increased operational capacity.
• New strategic contracts with FluidStack/Google and Amazon Web Services signal a shift towards HPC.
• Pre-market trading saw Cipher Mining’s stock rise by 23.32%, despite missing earnings expectations.

Company Performance

Cipher Mining demonstrated significant growth in its operational metrics, notably increasing its Bitcoin mining output and revenue by 65% quarter-over-quarter. The company’s transformation towards HPC is marked by significant contracts with major tech players. This strategic pivot aims to capitalize on the burgeoning demand for AI computing infrastructure, positioning Cipher as a leader in the sector.

Financial Highlights

• Revenue: $72 million, up 65% from Q2 2025
• EPS: $0.10, up 34% from Q2 2025
• Cash and cash equivalents bolstered by a $1.3 billion convertible offering

Earnings vs. Forecast

Cipher Mining’s EPS of $0.10 missed the forecast of $0.11, resulting in a 9.09% negative surprise. Revenue also fell short, with a 6.27% miss against expectations. Despite these misses, the company’s strategic contracts and future potential appear to have buoyed investor confidence.

Market Reaction

In premarket trading, Cipher Mining’s stock price increased by 23.32%, reaching $23. This sharp rise contrasts with the broader market trend and is largely attributed to the company’s strategic shift and robust future guidance, despite the earnings miss.

Outlook & Guidance

Looking forward, Cipher Mining projects continued growth in its HPC sector, with significant capacity expansions planned through 2029. The company expects sustained demand for HPC infrastructure and has no plans for further equity fundraising for current projects.

Executive Commentary

CEO Tyler Page highlighted the unprecedented market conditions, stating, "In my 25-year professional career, I have never witnessed anything close to what is going on in the market right now." He emphasized the strategic shift, noting, "We are just getting started," and underscored the growth potential with, "Deals beget deals."

Risks and Challenges

• Market volatility in Bitcoin prices could impact mining revenue.
• Execution risks in transitioning to HPC from traditional mining.
• Potential regulatory changes affecting cryptocurrency operations.
• Dependence on strategic partnerships and their successful implementation.
• Competitive pressures from other HPC and cryptocurrency firms.

Q&A

During the earnings call, analysts inquired about the specifics of the AWS deal, which will be executed at the Black Pearl site. Discussions also touched on the potential conversion of the Odessa site for future use, with management emphasizing a disciplined approach to site development and tenant selection.

Full transcript - Cipher Mining Inc (CIFR) Q3 2025:

Conference Call Moderator: Good day and welcome to the Cypher Mining Q3 2025 Business Update conference call. After the speaker’s presentation, there will be a question-and-answer session. To ask a question, please press star 11 on your touch-tone telephone. To remove yourself from the queue, please press star 11 again. As a reminder, this call may be recorded. I would like to turn the call over to Courtney Knight, Head of Investor Relations. Please go ahead.

Courtney Knight, Head of Investor Relations, Cypher Mining: Good morning, and thank you for joining us on this conference call to address Cypher Mining’s business update for the Q3 of 2025. Joining me on the call today are Tyler Page, Chief Executive Officer; Greg Mumford, Chief Financial Officer; and Edward Farrell, Senior Advisor and former Chief Financial Officer. Please note that our press release and presentation can be found on the Investor Relations section of the company’s website, where this conference call will also be simultaneously webcast. Please also note that this conference call is the property of Cypher 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.

These statements include, but are not limited to: Cypher’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 Cypher 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, 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 our CEO, Tyler Page. Tyler.

Tyler Page, Chief Executive Officer, Cypher Mining: Thanks, Courtney. Good morning, everyone, and thank you for joining us today. I’m Tyler Page, CEO of Cypher Mining, and I’m pleased to welcome you to our Q3 2025 Business Update call. The Q3 was truly transformative for Cypher, as we made huge strides on our strategic pivot into the high-performance computing space and set the stage for what is, without question, the most exciting earnings update in our company’s history. This quarter, we executed a pivotal transaction with FluidStack and Google, which firmly established our credibility in the HPC space. Following that groundbreaking transaction and leveraging that success, we’ve now taken another major step forward. I’m thrilled to announce today that we’ve executed a second landmark HPC transaction, this time with Amazon Web Services.

Partnering directly with one of the largest and most innovative companies in the world underscores Cypher’s emergence as a trusted leader in next-generation compute infrastructure and confirms our full-scale transformation into an HPC data center developer. Our first HPC deal with FluidStack and Google established not only Cypher’s credibility as a data center developer for the world’s most demanding tenants, but also the desirability of more remote areas of Texas for next-generation data centers. We have been talking to investors for over a year about this thesis and saying that we thought the market would evolve in our direction. Our second long-term lease, this time with Amazon, proves that neither we nor West Texas are one-hit wonders. Our second lease faces the world’s largest hyperscaler directly on a 15-year lease at very attractive terms. This is not a fluke and will not be our last HPC deal.

Under the agreement, we contracted 300 megawatts of gross capacity, and the project carries approximately $5.5 billion in contract revenue over the initial 15-year term. The capacity will be delivered in two phases, beginning in July 2026 and completing in Q4 2026, with rent commencing in August of 2026. Given the strength of the lease we have secured, we believe that we will utilize debt financing to fund the majority of construction costs at the site, and any remaining construction obligations will be funded from cash on hand, with no need for further equity fundraising. With these milestones, Cypher has officially arrived as a leader in the HPC revolution, harnessing our sourcing expertise, energy assets, best-in-class team, and operational excellence to power the world’s most advanced computing workloads.

Continuing with that momentum, we’re proud to announce today that we’ve secured ownership in a joint venture to develop a 1-gigawatt site in West Texas. We expect to own approximately 95% of the JV once a turnkey HPC lease is executed, assuming standard lease and development terms. We are calling the site Colcas, which refers to the mythical home of the Golden Fleece and was a land of legendary wealth located at the edge of the known world. For the past year and a half, conventional knowledge in the traditional data center industry has been that hyperscalers would not venture outside of major metropolitan areas and that our sites were at the edge of the world. We have now conclusively proven those incumbents wrong. We will continue to do so at Colcas. This is the most significant addition to our development pipeline to date.

This site features a fully executed 1 gigawatt direct-connect agreement with American Electric Power, providing dual interconnection capability and targeted power availability in 2028. The transaction also includes options to purchase up to 620 acres of land adjacent to the existing substation. The Colcas site checks every box for a premier HPC development opportunity: ample acreage, large-scale power capacity, availability of diverse fiber routes, and dual interconnection capability. We have already begun to have early-stage discussions with potential tenants for the site. The execution of this transaction once again demonstrates our team’s sourcing expertise and ability to secure some of the most attractive large-scale sites in the world. Cypher is one of the few companies in the world that can combine boots-on-the-ground expertise, working directly with landowners to source best-in-class sites with the deep technical sophistication needed to serve hyperscalers.

This unique and powerful combination makes Cypher exceptionally well-positioned to bridge the growing gap between the limited supply of suitable sites and surging large-scale tenant demand. The announcements we shared today are the results of years of hard work and the strong execution and momentum built over the past quarter. I’d like to take a moment to reflect on some of our Q3 successes. At the forefront of these highlights is our recent transaction with FluidStack and Google, a transformative 10-year, 168 critical IT megawatt AI hosting agreement that first positioned Cypher as a major developer in the HPC space. Under this agreement, Cypher will deliver 168 megawatts of critical IT load at our Barber Lake site in Colorado City, Texas, supported by up to 244 megawatts of total capacity.

This project represents approximately $3 billion in contracted revenue over the initial 10-year term, with options that could extend total contract value to roughly $7 billion over 20 years. Notably, construction is already underway at the site, and we are on track to deliver the full 168 megawatts of critical IT capacity by September 30, 2026. Importantly, Google is backstopping $1.4 billion of FluidStack’s obligations to support project financing and will receive warrants representing roughly a 5.4% pro forma equity stake in Cypher. Cypher will retain full ownership of the site and is in the process of securing debt to fund construction. We will provide more details around that construction financing in the near future.

We believed and have now proven that Barber Lake was just the beginning, the first of several projects to capitalize on our team’s sourcing expertise, proven development capabilities, strong industry relationships, and unmatched construction track record. We look forward to continuing to partner with leading technology companies to secure HPC leases at our growing pipeline of sites. This expansion is well-supported by our successful $1.3 billion convertible offering completed this quarter. This was the largest digital infrastructure convertible issuance to date and was roughly seven times oversubscribed, demonstrating investor confidence in our strategy and pipeline. The strong demand allowed us to take advantage of favorable market conditions, securing a 0% coupon and further strengthening our balance sheet. Greg will discuss the convertible offering in further depth later on the call.

The Amazon transaction, the FluidStack and Google transaction at Barber Lake, the addition of significant new capacity at Colcas, and our successful convertible offering all represent major milestones in advancing our HPC strategy. Together, these achievements expand our business model, secure substantial future capacity, and strengthen our balance sheet, all positioning Cypher to capture the tremendous demand we’re seeing and play a critical role in building the next generation of AI infrastructure. As we scale and expand our business model, our Bitcoin mining business continues to generate meaningful cash flow. The company surpassed expectations this quarter and is now operating approximately 23.6 exahash per second of self-mining capacity. The same disciplined foundation we established in the Bitcoin mining space, delivering five data centers on time and on budget, will fuel our successful expansion into HPC.

I’d now like to provide a brief overview of our energy portfolio, which highlights our execution across business lines and the strength of our pipeline going forward. On the mining side of the business, this quarter, we brought Black Pearl fully online, which grew our operational mining capacity from 423 megawatts to 477 megawatts across Odessa, Alvors, Bare, Chief, and Black Pearl. In doing so, we exceeded our previous hash rate projections and achieved a total self-mining hash rate of approximately 23.6 exahash per second. In addition, our fleet efficiency stands at an extremely impressive 16.8 joules per terahash, making us among the most efficient miners in the industry. Our proprietary software, which allows us to dynamically curtail our data centers, has proven to be a critical advantage in optimizing for profitability, maintaining low power prices, and monetizing older rigs.

This area of expertise is expected to remain a key competitive advantage in the future and, in fact, may be an increasingly valuable aspect of the business as the HPC landscape continues to evolve. Importantly, our current mining operations are fully funded, and we do not anticipate further investment in that side of the business as we prioritize our pipeline toward HPC. As discussed, this was a monumental quarter for Cypher in that we grew our contracted AI hosting capacity from zero last quarter to 544 gross megawatts this quarter across two transactions with world-class partners. Behind that, we have a robust pipeline of 3.2 gigawatts of future capacity that spans from 2025 to 2029 and beyond.

While we are extremely proud of our mining production, market dynamics, scarcity of energy capacity, and frenzied demand from tenants have made it clear that the best use of our extensive pipeline of sites is for HPC workloads. We are in ongoing discussions on our pipeline with leading partners and look forward to prioritizing all of these sites for HPC development. Let’s now turn to a review of our current operations on both sides of the business. At Barber Lake, we are constructing a data center for our industry-leading partners, FluidStack and Google. Construction at the site is well underway. Ground has been broken, and both engineering and procurement are progressing smoothly. We’ve secured the necessary labor force and locked in most of the long lead-time equipment, putting us in a strong position to meet all key construction milestones on schedule.

We are firmly on track to deliver the full 168 megawatts of critical IT capacity by September 30, 2026. The lease is anticipated to commence the following month in October 2026. Note that we still retain 56 megawatts of current capacity at Barber Lake. These additional megawatts allow us to pursue an additional colocation agreement, potentially prioritizing different deal elements, or to deploy our own compute at the site. Our team is carefully assessing the merits of all potential options to maximize the value of the remaining 56 megawatts in phase one. In addition, we maintain an MOU on an additional 500 megawatt upsize at the site, which would come online in 2029 to 2030. Given the site’s ongoing development potential and live deal discussions, we look forward to providing further updates as things progress.

Turning to our current mining operations, slide 9 has a production summary across our five operational mining sites. Odessa is still the most significant part of our portfolio, representing approximately 56% of our Bitcoin production in Q3. As of September, the current operating hash rate at the site is approximately 11.3 exahash per second, using approximately 207 megawatts. Odessa’s fleet efficiency stands at roughly 17.6 joules per terahash. On this page, we also provide the observed all-in electricity cost per Bitcoin at our five sites. Moving down the page, Black Pearl began contributing significant cash flow to the business in the third quarter. The first 150 megawatts at the 300 megawatt site are currently mining at approximately 10.1 exahash per second, exceeding prior guidance and contributing approximately 36% of production this quarter. Fleet efficiency at the site stands at an extremely impressive 13.9 joules per terahash.

Lastly, we provided a combined overview of our joint venture data centers of Alvors, Bare, and Chief. The three sites have a total power capacity of 120 megawatts and generate approximately 4.4 exahash per second. We own 49% of the JV sites and our portion recently generated roughly 9% of our overall Bitcoin production in the third quarter. Let’s now shift to an update on our development portfolio. Slide 11 provides an overview of our next-to-energize site in Andrews County, Texas, called Stingray. The site features 100 megawatts of front-of-the-meter capacity, all necessary regulatory approvals, and 250 acres of land adjacent to the transmission assets. In the third quarter, we continued development of the substation for the site and secured long lead-time items, including transformers and high-voltage breakers. The site is on track to energize in the fourth quarter of 2026. Slide 12 outlines additional capacity spanning 2027 and beyond.

Revely, located in Cotulla, Texas, is on track to energize in Q2 2027. The site is fully approved for 70 megawatts, and we have initiated development of the substation. Given both Stingray and Revely have secured interconnect approvals and established energization timelines, we’ve engaged with multiple prospective tenants and are in ongoing discussions to secure the most attractive lease agreements for these locations. Our three Ms, McKeska, Nilsing, and McLennan, are all currently undergoing final interconnection approval processes, and load studies have been completed at all three sites. The interim Encore FEAs have been signed with Encore for McKeska and McLennan, and the required deposits have been paid. We’re targeting up to 500 megawatts of capacity at each of these sites. In addition to interconnection rights, our purchase options also include significant land parcels at each location, all of which are well-suited for HPC data center development.

We are confident these sites will be in high demand as development progresses. Last on this page is Colcas, which, as mentioned, is our latest site acquisition and the most substantial addition to our pipeline to date. The site features a fully executed 1-gigawatt direct-connect agreement with American Electric Power, providing dual interconnection capability and targeted power availability in 2028. The site is roughly 80 miles southwest of Abilene and around 80 miles southeast of our Barber Lake facility. As mentioned, the site is extremely well-suited for HPC given its ample acreage, large-scale power capacity, availability of diverse fiber routes, and dual interconnection capability. Last quarter, we discussed our strategy to position Cypher ahead of the curve in anticipation of the evolving AI data center landscape. Since then, we have executed two landmark HPC transactions, as well as our most significant pipeline addition to date.

With the industry moving even faster than we had anticipated, we are more confident than ever that Cypher is among the best-positioned companies in the world to seize the near-term opportunities created by the growing power shortfall. Simply put, we are just getting started. I will now turn it over to our new CFO, Greg Mumford, for a review of our third-quarter financials. Thanks, Tyler, and good morning to everyone on the call. I’m excited to join today’s call as Cypher’s new Chief Financial Officer. It’s a privilege to be part of such an innovative company that’s playing a key role in the evolution of digital infrastructure and high-performance computing. I want to start by expressing my gratitude to Ed Farrell for his leadership and many contributions over the past five years.

Ed has built a world-class finance organization and leaves behind a strong foundation that positions Cypher well for its next phase of growth. The company is fortunate to have his continued guidance as a Senior Advisor during this transition period. As I step into this role, my focus will be on maintaining a disciplined approach to our financial strategy, broadening access to new funding sources, and optimizing our overall cost of capital. We’ll continue to take a thoughtful approach to capital allocation, ensuring we’re maximizing sustainable long-term growth and driving value for our shareholders. I’m excited to work with Tyler, the leadership team, and our talented finance organization to build on Cypher’s strong momentum. To begin, I’d like to remind everyone that today I will be discussing our performance for the third quarter of 2025, which ended on September 30.

I’d like to highlight that this quarter was marked not only by strong execution as we officially expanded into our HPC hosting and grew our pipeline, but also by disciplined capital raising that positions us to sustain and accelerate that momentum moving forward. During the quarter, we completed our second convertible offering, an upsized private placement of $1.3 billion of 0% Convertible Senior Notes due 2031. This transaction reflected strong investor demand and confidence in Cypher’s long-term strategy. The notes were issued with an initial conversion premium of approximately $16.03 per share, representing a 37.5% premium to our stock price at issuance. We also entered capped call transactions that increased the effective conversion price to approximately $23.32 per share, substantially reducing potential dilution to our shareholders.

The net proceeds from the offering were used to fund the cost of entering into the capped call transactions and will be used for construction at our two currently contracted HPC sites to advance our HPC strategy across our now 3.2 gigawatt development pipeline and for working capital and general corporate purposes. Importantly, this financing bolsters our balance sheet and reflects our disciplined approach to growth. We’re very pleased with the market reception and believe this transaction positions Cypher well to capture the significant opportunities ahead in HPC and digital infrastructure. Let’s now turn to a review of our financials, beginning with our sequential financial performance outlined on slide 14. In the third quarter, our hash rate increased by 40%, driven by the energization and ramp-up of our Black Pearl facility, where phase one of the 150 megawatt front-of-the-meter site came online in June.

Black Pearl began the quarter contributing approximately 3.4 exahash per second and ramped up to approximately 10.1 exahash per second during the quarter. This led to a 35% increase in production, as well as an increase in our electricity cost per Bitcoin, given Black Pearl is a front-of-the-meter site. The higher cost per Bitcoin was also driven by an increase in network hash rate over the quarter. Moving down the slide, we reported $72 million in revenue, up 65% from $44 million in the prior quarter. This growth was driven primarily by the increase in Bitcoin price and the increased production from Black Pearl. For the quarter, we reported a GAAP net loss of $3 million, or $0.01 per share, compared to a net loss of $46 million, or $0.12 per share in the prior quarter.

We are proud of the substantial quarter-over-quarter improvement in our results, particularly given that bottom-line performance was impacted by higher depreciation expense. This depreciation expense reflects the assets placed into service at Black Pearl, including the deployment of latest-generation rigs, as well as the upgrade at Odessa completed in Q4 2024. Additionally, the bottom line continues to be influenced by changes in the fair value of our power purchase agreement at Odessa. These expected fluctuations reflect movements in forward power prices and the decaying time value of the remaining contract term, which extends through July 2027. As Ed has previously noted, the true benefit of this contract lies in its provision of long-term, low-cost, fixed-price power for our Odessa operations.

This quarter, as part of the execution of our HPC lease at Barber Lake, we granted Google warrants as compensation for their commitment to backstop the lease payments from our tenant FluidStack. These warrants are recorded at fair value, and as a result, this quarter, we recognize a $32 million gain in change of fair value of the warrant liability. Excluding non-cash expenses, such as the change in fair value of our power purchase agreement, share-based compensation, depreciation and amortization, deferred income taxes, the change in the fair value of the warrant liability, and non-recurring losses, we reported third-quarter adjusted earnings of $41 million, or $0.10 per share, up roughly 34% from $30 million last quarter. Cash and cash equivalents increased significantly, driven by the $1.2 billion of net proceeds from our most recent convertible financing.

Let’s move on to slide 15 and take a deeper look at the results of our operations. For the quarter, we mined 383 Bitcoin at Odessa and 246 at Black Pearl, bringing our total production to 629 Bitcoin mined in total across our wholly owned sites. This production generated $72 million in revenue at an average price of roughly $114,400 per Bitcoin. This compares to the 434 Bitcoin mined in Q2 2025 at an average price of $99,700 per Bitcoin, resulting in $44 million in revenue. G&A expenses, which include IT, corporate insurance, professional fees, and other public company costs, decreased slightly both sequentially quarter over quarter and year over year. Depreciation and amortization expense totaled $60 million, up from prior periods driven by the deployment of new mining rigs over the last 12 months.

Our oldest rigs in the fleet will be fully depreciated in Q4, but those rigs can remain productive and continue to generate attractive returns when deployed strategically. We recognize a small unrealized gain on our Bitcoin holdings this quarter compared to a $17 million gain in Q2, reflecting a modest increase in the spot price at quarter end. We finished the quarter holding approximately 1,500 Bitcoin in treasury. On our non-GAAP reconciliation, we reported a GAAP net loss of $3 million. Adjusting for $44 million in non-cash and one-time items results in adjusted earnings of $41 million for the quarter, up from $30 million in the previous quarter. Now let’s turn our attention to the balance sheet.

On slide 17, total current assets at quarter end were $1.4 billion, up from $220 million last quarter, driven primarily by the net proceeds of the $1.3 billion we received from our convertible offering. In addition, we held $170 million of Bitcoin. As we have discussed in depth on our previous earnings calls, we actively manage our treasury, neither selling nor holding every Bitcoin mined, and we remain disciplined in our approach to capital management. I’ll quickly cover some additional balance sheet line items as of September 30. PP&E totaled $650 million, up 37% from $474 million. This increase is primarily related to equipment deployed at Black Pearl. Deposits on equipment of $8 million, down from $183 million last quarter, is primarily related to the reclassification of rigs at Black Pearl from deposits to in-use property and equipment.

At the end of the third quarter, our equity interests in the Alborz, Baer, and Chief JVs stood at $42 million. Moving down the balance sheet, derivative assets were up primarily due to the inclusion of $90 million of capped calls associated with the new convertible note, which raises the effective conversion price of the convertible debt and effectively minimizes potential dilution to shareholders. Current liabilities increased this quarter due to the short-term classification of the Google warrants associated with the FluidStack lease at Barber Lake. Lastly, and importantly, I want to highlight that short-term borrowings remain at zero. We continue to manage the balance sheet conservatively, ensuring we’re well-positioned to meet any capital needs. Before we conclude, I’d like to thank everyone for joining today’s call.

We’re proud of the tremendous progress we’ve made this quarter and the transformative growth we’ve achieved as we continue to expand our business lines, grow our pipeline, and strengthen our balance sheet to support that growth. As always, we remain firmly committed to disciplined execution, capital efficiency, and delivering long-term value for our shareholders. Thank you for your continued support, and we look forward to updating you on our progress for the next quarter. At this time, I will pause, and Tyler and I would be pleased to take any questions.

Conference Call Moderator: Thank you. As a reminder, if you’d like to ask a question, please press star 1 1. If your question has been answered and you’d like to remove yourself from the queue, please press star 1 1 again. Our first question comes from Paul Golding with Macquarie. Your line is open.

Tyler Page, Chief Executive Officer, Cypher Mining: Thanks so much, and congrats on the announcement and all the progress on HPC. I wanted to start off with the question around the deal itself. 300 gross megawatts, Stingray, you have on track for energization, 100 megawatts in 2026, and Barber Lake, you have 56 megawatts. After the FluidStack deal, how should we think about the distribution of power to deliver the 300 megawatts, as well as maybe pricing across liquid and air-cooled since you’re delivering both? It looks like averaging out the deal is about $1.7 million per critical megawatt on my back-of-the-envelope math. If you could just talk through some of those deal points on pricing, as well as how you plan to deliver that capacity across your fleet. I have a follow-up. Thank you so much.

Sure. Thanks, Paul. Thanks for the question. Let me start with the framework that the ink is still drying on the deal we signed with AWS. There is some element of finalizing basis of design involved and getting you the exact numbers that will be represented. They are taking 300 gross. We are recutting an existing air-cooled 150 megawatts. There will be a quick time to market with the first phase of that build. The second build, we are still finalizing design, and some of the debates that are happening are between speed to market, so speed to availability of the compute, versus optimizing for highest critical IT load possible. That is not finalized yet. I would say that, in general, if the whole site ends up air-cooled, the PUE will be in line with the design we have at Barber Lake, which shakes out at about 1.4-1.45.

Depending on the balance of what might be used with more of a liquid-cooled approach, we could improve that by having the second phase have a lower PUE, a more efficient PUE. Still shaking out exactly where those numbers will be. As far as cost goes, which you referenced, it would be in line with, again, Barber Lake, what we have done in the past. We would expect the cost per critical IT megawatt to be in line with that estimate.

Thanks so much, Tyler. Then you—

If not, if not better, because we do have some infrastructure in place already that was bought in a cheaper market.

Got it. Appreciate that color. You also mentioned debt financing as a majority of CapEx sourcing and then cash on hand. Are you able to give any more detail around financing plans in terms of you’re already developing the FluidStack capacity? Is this cash on hand from prepayment deposits? Is there any kind of backstop here to help support project financing and going to market for that?

Let me give some high-level framework for that, and then Greg can chime in if he wants to talk about any specifics. Two different structures. Obviously, the first deal is with FluidStack and Google. That structure looks similar to one that’s been out there in the market. Fair to say we’ll be looking to pursue our debt financing options for that in the coming days and weeks. I would expect, depending on where the market is, those structures are not too dissimilar. That is how we would envision probably how that shakes out. On the AWS lease, that is a direct-facing hyperscaler lease. I think it’s the first of its kind among anyone that has converted from Bitcoin mining to do a long-term, 15-year direct-facing hyperscaler lease. That should be very financeable.

As far as the sort of equity support for whatever shakes out in the final terms for that financing, keep in mind we upsized the convert we did recently quite a bit. The market was so favorable that it went all the way up to a $1.3 billion offering. We already have a fair amount of excess cash on hand, and by all estimates, we’ve got that should support what we would anticipate to be the equity piece of the financing to build the structure related to the AWS lease. Greg, would you give any other further color, or is that enough, do you think?

Yeah. I mean, Tyler, I think you said it right earlier, is that we’re not prepared to give specifics on the financing that we’re looking at for the Google FluidStack deal, but we are exploring opportunities, and we’ll be hopefully updating the market in short order. As it relates to the AWS deal, we think that there’s going to be a lot of opportunities in front of us to explore. Different types of project or construction-level financing, and we’re going to work through those options and make sure that we’re making the right decision.

Thanks so much.

Conference Call Moderator: Thank you. Our next question comes from Greg Lewis with BTIG. Your line is open.

Greg Lewis, Analyst, BTIG: Yeah. Thank you, and good morning, and thank you for taking my questions. I guess the first question is around the additional sourcing of power. Congratulations on that. It seems pretty tough. Tyler, as we think about, and you’re talking about things accelerating and kind of what’s possible, could you kind of ballpark how things are progressing and what you’re seeing at ERCOT? You have the different ends that you’ve referenced, 500 megawatts. When did those get in the queue? Obviously, we have some power coming online in 2026. Just kind of an overall update on how we should be thinking about availability of power from that growth pipeline that you have.

Tyler Page, Chief Executive Officer, Cypher Mining: Sure. Let me give some color as it relates on the sites that are awaiting final ERCOT approval. A lot of this shakes down to— First of all, they’ve been in the queue for a while, and all load studies and everything have been submitted. A little bit on the timing expectation shakes out to the sort of business operating model of the particular transmission distribution service provider you’re working with. In the case of Colcas, we’re anticipating a 2028 energization. We have already paid a capex, so construction and advancing construction payment to assist with the work that the TDSP has to do. That’s with American Electric Power, and American Electric Power is confident moving forward with that construction based on an expectation of having that site energized by 2028. That’s where we are there.

I mean, construction will be progressing on the American Electric Power side, and we are in live discussions while they await that final approval from ERCOT. At McKeska and McLennan, we have signed interim FEAs. That’s a requirement of the TDSP there, which is Encore. In those cases, again, the deposit’s paid, but the construction will likely begin on the Encore side once that final ERCOT approval is in hand, which we’re anxiously awaiting. At Millsing, we have not paid a deposit yet. Again, working with a different TDSP there, their process works a little bit different. That’s kind of the overall picture. As far as ERCOT goes, it’s hard to make any prediction with exact specificity. Given the progress in anticipation of where we think those sites will be available on the feedback from the TDSPs, we’re confident in the timelines we’ve given.

Greg Lewis, Analyst, BTIG: Okay. Super helpful. Then on the optionality of the 56 megawatts. I think you mentioned potentially, maybe offering your own AI cloud services. Could you talk a little bit about how we’re thinking about that in terms of just bringing on another customer? Maybe there’s an option that could be extended. Just how we should think about that 56 megawatts and maybe around the timing. Is this something we want to kind of have buttoned up in the next 12, 18, 24 months, or, hey, it’s out there and time is on our side?

Tyler Page, Chief Executive Officer, Cypher Mining: The answer is it depends. I think we’ve had a lot of questions and interest around the idea of owning and operating our own GPUs and then selling the compute to an off-taker. I think in general, we have been progressing slowly on that front because we want to make sure we’re getting the best risk-adjusted returns for the megawatts we’ve got. Obviously, you can produce numbers that are higher on the revenue side if you’re selling compute, but you’re taking on a whole bunch of risks, much larger financing risks, GPU lifecycle, obsolescence risk, etc. I do think a key to making that business very attractive would be to lock up a long-term off-take with a highly credible counterparty for the compute. We’ve seen those deals. We’re looking at them. Candidly, I think the numbers we signed on our lease with Amazon Web Services are better.

I think we will probably both make more in terms of profits and with much, much, much less risk. It still remains to be seen from our perspective what the best use of a megawatt is to make the most money. We’re in very active discussions and exploring all available business models. Obviously, as we sign up new one-gigawatt sites, we’re going to have a lot of optionality as things progress. As it relates to the specific 56 megawatts, I’m highly confident we will have some sort of deal there pretty soon. There is a lot of interest both on using that capacity to operate our own GPUs and sell compute, as well as have it leased on a co-location basis. It’s fair to say that this market is literally getting more frenzied by the week, if not the day. Rental rates on leases are going up rapidly.

The level of interest is overwhelming. From our perspective, we’re spoiled for choice. We’ve put ourselves in a very advantageous position. Depending on which deals we think will produce the best risk-adjusted returns, that’s how we’ll proceed. I do think the 56 megawatts there, as well as the 100 megawatts at Stingray, the 70 at Revely, will all be taken up. If this market level of interest continues, we will not have an available megawatt. We have multiple parties interested in all those sites and locking them up as soon as possible.

Greg Lewis, Analyst, BTIG: Okay. Thank you very much, and congrats on the AWS announcement.

Tyler Page, Chief Executive Officer, Cypher Mining: Thanks, Greg.

Conference Call Moderator: Thank you. Our next question comes from Andrew Beal with The Research. Your line is open.

Hi. Can I just ask, what are you thinking about the design of Colcas? What do you think the likely capex of that as a greenfield will be per megawatt? Just thinking about ERCOT approval, can you talk about what getting the Google, FluidStack, and AWS leases does in helping your approvals at the other sites, such as the three Ns, and how much difference partnering with American Electric Power makes on that approval front?

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. Thank you very much for the question. Predicting the budgetary costs at Colcas is a little bit challenging, only because that’s going to be, number one, again, that’s another one. The ink is still drying on the acquisition. We’re beginning to have exploratory conversations with folks that are interested in co-location there, just given the size of it. What we would do, I guess I’d say in the interim, would be we’ll be deploying the capex for the minimum requirements at the site. Fiber, substation, land, water sourcing, etc. I would say I expect our build cost to be in line with what we’ve done at other sites if we are building the same co-location type access, which has generally been, call it, $9 million-$11 million for critical IT megawatt. That said, there could be inflation, prices could change, supply chains, etc.

I don’t have any reason to believe that the cost would be different per megawatt other than just the passage of time and those factors. We will be able to give more details in the coming months and quarters. I think that, candidly, with an expected availability of power in 2028, given the size of Colcas, we hope to find a partner before too long just because that’s a tremendous construction timeline and obligation. We will have to get moving on it. I have no reason to believe the cost would be any different. Sorry, remind me of your second question again. I got lost there.

Just about, I mean. Signing these leases with Google and AWS. I mean, how it changes us with. Sorry.

Greg Lewis, Analyst, BTIG: Three Amazon approvals.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. Thank you. Yeah. There are huge benefits to these partnerships, I think. Again, up until a few months ago, I cannot tell you how many times we heard, "No one’s ever going to sign at those sites. No one’s ever going to sign with a former Bitcoin miner, at least not a traditional hyperscaler." That discussion is now over, obviously. It probably will not be for us; it will be for others as well as other deals get signed across the ecosystem. I think every deal adds incremental credibility. We deserve a lot of credibility.

Anyone that got to know the quality of our team, their experience, the things they have built in the past, and just looking at Cypher’s own track record, if you took the word Bitcoin out and just said, "Our team has delivered five data centers on time and on budget in this exact geographical region," there would be no reason to doubt what we say. It is just the traditional bias from incumbent industries against the word and Bitcoin. I think every deal adds credibility with everyone. Deals beget deals. I talked about this a fair amount, about striking our initial deals, focusing on the quality of the counterparty, and setting our business up as a franchise such that we can extract the most value from the entire pipeline we have got. I am happy to say that is exactly what we are seeing.

Every conversation gets a little bit easier, and we have a lot more credibility on new leases with regulators, with transmission distribution service providers. Truthfully, that kayak I mentioned in the case of Colcas, which is actually scheduled to go out shortly, that is what matters to ERCOT, right? Having more credibility and having money invested in the space and being a credible counterparty makes a transmission distribution service partner want to move forward on your project and spend their own money because they are more likely to get paid. The same on the ERCOT side. All these things beget more success, and that is probably the biggest reason for optimism around here these days.

Right. Thanks.

Conference Call Moderator: Thank you. Our next question comes from Michael Donovan with Compass Point. Your line is open.

Thanks for taking the question, Tyler, and congrats on the progress. I guess just in terms of supply chain, what are you seeing in terms of constraints for long lead assets?

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. I mean, listen, I think we’ve talked about this over the years that we often work backwards in terms of what the long lead time items look like when we try to come up with a timeline. As a high-level generalization, that keys off of getting your substation in place. Downstream from there on the HPC side, it matters a little bit in terms of basis of design for the particular site, which is driven by tenant requirements. As a broad generalization, if they want backup gens to be there to provide the necessary uptime, those tend to be the next gating item in terms of timeline. I’d say we have a great track record. Our team, keep in mind, our construction team comes from places like Vantage and Whiting Turner and Google and Meta.

Very experienced in dealing with procuring all the items necessary for these data centers and have relationships up and down the supply chain. To give you a sense, I think back of the envelope in terms of Barber Lake, over 85% of the equipment, I think, is secured, including all long lead time items. This is a process in each build spec and will continue to be that way. Generally, our risk now and anyone’s risk now signing these deals is, of course, delivering the construction, financing whatever you’re building, and then delivering the construction on time. Our team has an excellent track record of that. I have no reason to expect we won’t have the best performance of anyone in the space in terms of on-time delivery. The supply chain is kind of a moving thing, but I think we’re really well positioned.

On the builds we’ve got, we feel very confident on our timelines, which are aggressive.

That’s helpful, Tyler. I guess my second question is a bit more esoteric. I’m hearing discussions about sites being linked up to, say, have a 500 megawatt site here, 500 megawatt site there to link them up to deliver one gigawatt campus for a specific workload. Are you hearing more of these types of discussions? Could we theoretically think of the three Ms coming together for one large 1.5 gigawatt campus?

I think it depends on how the market evolves. There is no doubt that a lot of the hyperscalers seek sort of redundancy of data centers in the same geographical areas close together. I would say, look, we have a concentration of data center sites now, a dozen basically in West Texas. I think that. I do not think of the three Ms as being geographically close enough, at least in today’s construct, to think about linking them. I think it is beneficial that they are not way far away. I do not know that that is necessarily how folks would think of them. That phenomenon definitely exists, but I am not sure I would group our sites in that manner. I think there are a lot of other efficiencies of scale of having a workforce in that geographical area, etc., that it is great to have things concentrated.

We do not have sites that are necessarily 10 mi away or something like that. They tend to be a little bit further. Colcas, for example, is about, I think, 80 mi away from Barber Lake. I mean, I will say at a high level, those customers do like to have a conversation about potentially constructing their own availability zone. We are not far enough along to say exactly it would be these sites that would be dedicated for that one tenant.

Great. Appreciate that, Tyler. The last one, I promise. Great progress at the edge of the earth. What should we think about outside of Texas?

Great question. We are always looking at opportunities. We just happen to love Texas, and it seems that we always find the best opportunities. I do think that part of it is that there is a lot of things. Business is great in Texas. It is a great place to do business. It also has a history of risk takers and entrepreneurs that want to speculate on early-stage opportunities. I think it echoes oil and gas somewhat in that there are folks that will speculate on grid interconnections and take a risk on being able to get something.

Maybe Cypher’s secret sauce, to be honest with you, now that we have originated 12 sites down there, is that we have a team that has demonstrated excellence at sourcing these sites from what I will call kind of grid wildcatters or people that are early-stage investors in an interconnection opportunity but are not prepared to develop the site at a high level that would be ready for an end user like a hyperscaler. I would argue that Cypher is basically the only firm. Maybe we have a handful of competitors, but I think we certainly do it best in that we can speak very credibly with that audience that originates these sites and at the same time go have an all-day technical meeting with our entire construction and operations team with a hyperscaler and impress them as well.

Bridging that gap between, let us call it, early-stage speculation on grid opportunities and then delivering that to the highest quality end user, we have in-house. Honestly, that is why I believe we are a tremendous growth stock opportunity. We are not just a basket of assets. The point being, we are not going to stop developing these sites. To answer your question more directly, however, because I was just saying how wonderful Texas is, yes, we are looking at sites, particularly in PJM. Historically, we have looked at sites all over the world. Often the economics have not gotten to a position we like to be in. We do have a relentless focus on risk-adjusted returns here.

Often things are either too risky to justify the investment or perhaps the price is too high. They are too mature. There is not enough risk that we feel like we can quantify better than others. We are looking at PJM. That is a market we would like to expand into. Stay tuned. I hope that we will have announcements in the future.

Conference Call Moderator: Thank you. Our next question comes from Mike Colonies with HC Wainwright and Company. Your line is open.

Mike Colonies, Analyst, HC Wainwright and Company: Good morning, Tyler and team, and congrats on the two big HPC deals here. Really great to see. I can appreciate the expected delivery timelines you provided with regards to the two contracts. How should we think about the revenues layering in over the course of 2026 and beyond from the two agreements?

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. So the full delivery of the FluidStack Google deal is expected to be completed at the end of September next year. Rent begins in October of 2026. Amazon is, again, getting finalized, but it begins in August of next year. There’ll be stages, though. The second stage would be closer to year-end of next year.

Mike Colonies, Analyst, HC Wainwright and Company: Got it. More of a high-level question, Tyler. In your view, what has changed for counterparties that has accelerated the pace of deal announcements we have seen in the space over the past month or so? It feels like the level of urgency from the hyperscalers, NeoCloud, and some others has really picked up from where we were just a few months ago. It would be great to get your thoughts there.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. I mean, it’s fair to say that in my 25-year professional career, I have never witnessed anything close to what is going on in the market right now. You asked why. I don’t know. I listen to the podcast like everyone else and hear the CEOs of hyperscalers talking about a shortfall. My sense is that if you are a big diversified cloud provider, it is easier to predict your capacity needs for the traditional cloud business out several years. I think the thing that has snuck up on everyone is the just meteoric rise in demand for AI. And what is happening now is not only is that demand off the charts, there’s a scramble because those folks underestimated how much they need quickly. Of course, there’s a little bit of a race between them. Right now, discussions are beyond.

Every discussion starts with, "We want megawatts that are available right now." It has now become, "We want anything in 2026." And that’s now become, "We want anything in 2027." Literally, week over week, the tone changes and gets more excitable and in higher demand. Look, lease rates are going up, as you would expect in a market like that. I’m very happy with where we put our markers down to have the best possible anchor tenants in the world for our business. I think we have now some pricing strengths on our side to improve economics and improve deal terms. Again, the first 15-year long-term lease directly with a hyperscaler in our space, not only a hyperscaler, the biggest hyperscaler, demonstrates just the balance of power coming to those with the scarce assets, which we very strategically arranged over the last few years.

I don’t know if that level of frenzy can continue forever, but we do feel a little bit like the tip of the spear here just with what we get insight into. I’ve been saying it for a while now, but the demand is just off the charts and only seems to get more off the charts.

Mike Colonies, Analyst, HC Wainwright and Company: Really interesting, Tyler. Tyler, appreciate your views.

Tyler Page, Chief Executive Officer, Cypher Mining: Thanks, Mike.

Conference Call Moderator: Thank you. Our next question comes from Joseph Vafi with Canaccord Genuity. Your line is open.

Joseph Vafi, Analyst, Canaccord Genuity: Hey, guys. Good morning. Congrats on all this great progress. Welcome on board, Greg, and congrats, Ed, on your retirement. Just a couple here. Maybe this is the most updated thoughts here, Tyler, on your behind-the-meter agreement and what comes next here for Black Pearl, given that site and its unique power procurement and the expiration of that deal, and then overlay on top of that, obviously, everything going on in the HPC environment. How does that site evolve from here?

Tyler Page, Chief Executive Officer, Cypher Mining: Joe, do you mean Odessa? You said Black Pearl.

Joseph Vafi, Analyst, Canaccord Genuity: I’m sorry.

Tyler Page, Chief Executive Officer, Cypher Mining: Are behind-the-meter PPAs at Odessa.

Joseph Vafi, Analyst, Canaccord Genuity: That’s right.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. Okay. Just wanted to make sure I was hearing that correctly.

Joseph Vafi, Analyst, Canaccord Genuity: A little earlier in California.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah.

Joseph Vafi, Analyst, Canaccord Genuity: Absolutely.

Tyler Page, Chief Executive Officer, Cypher Mining: Sorry for the before-the-market call. Yes, at Odessa. For those, just as a reminder, we have a PPA at an extraordinarily cheap price for electricity for 207 megawatts at our Odessa Bitcoin mining facility that runs through the end of July 2027. That contract is extremely valuable. It is way in the money. We’re carrying it at a decent value on our balance sheet. That’s because the price is fixed and so cheap for a while. It’s fair to say that in these conversations that are frenzied for more power available now, we get a lot of interest in saying, "Hey, would you ever think about converting that site?" I think where we’re sitting right now is that, given our extraordinarily cheap cost of power there, mining Bitcoin is a fantastic business there.

HPC over time could be interesting there, but we’re not in any rush given how strong our contract is and just what that implies for Bitcoin mining economics. I think it’s fair to say it could be a really good site. It is co-located with a natural gas generation facility that is owned by Vistra. As things evolve, again, in relation to a question I answered earlier, as our credibility grows in the space, I think it’s fair to say that more big names across the spectrum will look to Cipher to provide their data centers. There is the possibility that something happens there. We would have to coordinate with our power provider, Vistra, and coordinate with a potential tenant. We’re not in any rush, just given that the economics are locked in at very favorable levels there for another year and three quarters.

Joseph Vafi, Analyst, Canaccord Genuity: Sure. Thanks, Tyler. And then just really quickly, I may have missed it, but this deal with Microsoft, is it going to be at one particular site, or is it going to be distributed? I just do not know if I saw that in the press release. Thanks.

Tyler Page, Chief Executive Officer, Cypher Mining: We haven’t done a deal with Microsoft yet. I know it’s confusing today because I think there’s a few.

Joseph Vafi, Analyst, Canaccord Genuity: I’m sorry. Yeah. I’m getting them all confused today. There was another one. Yeah. Amazon. Sorry about that.

Tyler Page, Chief Executive Officer, Cypher Mining: No, that’s fine. Amazon is at one large site that needs to convert from a Bitcoin mining facility to HPC.

Joseph Vafi, Analyst, Canaccord Genuity: Right. But you haven’t said which site it is yet, I guess.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. It’s at the Black Pearl site.

Joseph Vafi, Analyst, Canaccord Genuity: Okay. Great. Thank you.

Conference Call Moderator: Thank you. Our last question comes from John Tadero with Needham. Your line is open.

John Tadero, Analyst, Needham: Great. Thanks, guys. Congrats on the lease. The timeline seems pretty quick on getting that Black Pearl site for AWS delivered. Just wondering kind of if I’m missing something or the confidence in being able to deliver that. I have a quick follow-up.

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. So confidence is very high. Again, a lease like this is the result of a lot of deep technical meetings with their team. Keep in mind, at that site, we have built 150 megawatts to an extraordinarily high level of building quality. That is not like our other sites where we had a more limited timeline and we may have used a containerized solution. That it was always built with a long-term eye towards being convertible. I’m happy to say that, again, most of that site is immediately reusable on phase one for 150 megawatts. That’s what drives that aggressive timeline on the phase one. The phase two, again, that’s just relying on the conversations we’ve had, going through a procurement exercise and scoping out a supply chain timeline. I think we can easily meet it.

That aggressive timeline is largely based that we’re reconfiguring a site that was just built to a very high standard.

John Tadero, Analyst, Needham: Got it. That makes sense. My last one, just when you’re procuring a site like Colcas, who are you competing with? Obviously, you’re signing the major hyperscalers. Are they looking to build out some of their own sites at this point too, or is it mostly, I guess, maybe other Bitcoin miners you’re competing with?

Tyler Page, Chief Executive Officer, Cypher Mining: Yeah. That’s a great question. Again, I sort of alluded to this earlier, but this is, I think, the underappreciated growth equity aspect of our company, which is doing deals like that requires real local knowledge and understanding. This is like dealing directly with, by analogy, a wildcatter, right, typically. The hyperscalers are much more used to, first of all, they’re big institutions that move; they’re not quite as nimble as we are. Second of all, they’re used to Jones Lang LaSalle bringing them a prettied-up deal deck for a completed data center or site that is very polished and ready to present to them. They are not going local to understand the local requirements and dealing with whatever hairy situation there might be on some of these deals.

We’re, I would argue, certainly the best, if not the only company that has extremely high levels of credibility with that crowd for getting deals done, but also the ability to talk to hyperscalers. There’s layers of capital that come to a traditional commodities production business that just don’t exist here. We don’t see as much competition from them at that level, and that’s really part of our value.

John Tadero, Analyst, Needham: Yep. Got it. Understood. Thank you for that. Appreciate it. Congrats again.

Tyler Page, Chief Executive Officer, Cypher Mining: Thank you.

Conference Call Moderator: Thank you. That’s all the time we have for today. I’d like to turn the call back over to CEO Tyler Page for closing remarks.

Tyler Page, Chief Executive Officer, Cypher Mining: Thank you, everyone, for joining today. I want to call out Ed Farrell. Ed Farrell has been my right-hand man since day one at Cypher. We have had many internal thank-yous and congratulations on his retirement and transition to Senior Advisor from Chief Financial Officer. I wanted to take this opportunity to give a special investor thank-you. As one of the largest shareholders of Cypher, I want to say thank you for all of us for the hard work he has done.

I can tell everyone that is a shareholder, we would not have made it here without him. He has been amazing, and it is very exciting to get the company to where it is today on the back of his hard work. It is hard for me to believe that I am not going to be able to walk around the office and have obscure Godfather references anymore. I am not going to be able to hear from him, or I am not going to be able to tell him, rather, that the Don needs to hear bad news right away. I think every time I run into an obstacle that frustrates me, I am not going to have Ed here to remind me that, "Tyler, this is the business we have chosen." We are in great hands with Greg Mumford, our new CFO.

When we think about all the capital raising and optimization we have got to do going forward, we are in excellent hands. Thank you to Ed on behalf of all shareholders, and we wish you a fantastic retirement. Thanks, everyone. We will talk to you soon.

Conference Call Moderator: Thank you for your participation. You may now disconnect. Everyone, have a great day.

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