Correspondence 0000950170-23-003846 from CLEANSPARK, INC. (CLSK)
CLEANSPARK, INC.
Date: Feb. 22, 2023 · CIK: 0000827876 · Accession: 0000950170-23-003846
AI Filing Summary & Sentiment
File numbers found in text: 001-39187
Referenced dates: February 6, 2023
Letter
VIA EDGAR Division of Corporation Finance Attention: Re: CleanSpark, Inc. Form 10-K for the Fiscal Year Ended September 30, 2022 File No. 001-39187
Dear Mr. Wall, Ms. Bednarowski, Ms. Tillan and Ms. Baynes:
This letter is being furnished on behalf of CleanSpark, Inc. (the “Company”) in response to the comments received from the staff of the Division of Corporation Finance Office of Crypto Assets (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated February 6, 2023, regarding the Company’s Form 10-K for the Fiscal Year Ended September 30, 2022 (the “10-K”) (File No. 001-39187).
The text of the Staff’s comment has been included in bold and italics for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth the Company’s response immediately below the numbered comment.
Form 10-K for the Fiscal Year Ended September 30, 2022
General
1.In future filings, please provide disclosure regarding any significant crypto asset market developments material to understanding or assessing your business, financial condition and results of operations or share price. Consider each comment issued in our January 20, 2023 letter relating to your Post-Effective Amendment No. 2 to your Registration Statement on Form S-3 filed on December 15, 2022, and make the relevant disclosures in future filings. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets issued by the Staff in December 2022.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the impact of crypto asset market developments on the Company continues to be indirect, and such impacts were described in the following sections of the 10-K:
•Part I Item 1. Business – Government Regulation
•Part I Item 1A Risk Factors – Risks Related to Our Business – The digital asset exchange on which cryptocurrencies, including bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of bitcoin and other cryptocurrencies and can adversely affect an investment in us.
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•Part I Item 1A Risk Factor – Risks Related to Our Securities – The price of our common stock may be volatile and could fluctuate widely, which could result in substantial losses for investors.
The Company further notes that the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed on February 9, 2023 (the “Quarterly Report”) includes a new risk factor “We may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in our stock price, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets” that is responsive to the above comment. The Company further confirms that it will continue to monitor and assess significant crypto asset market developments and will include appropriate disclosure in future filings.
2.In future filings, please include a comprehensive breakeven analysis for your bitcoin mining operations or any other crypto assets that you earn or mine that compares the cost to earn or mine one crypto asset with the value of the crypto asset.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that it included an analysis of the profitability of its bitcoin mining operations under the heading “Bitcoin Mining Operations” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report. The Company further confirms that it will update such disclosure as appropriate in future filings.
Lines of Business, page 5
3.In future filings, please disclose the percentage of your energy usage that uses clean and renewable energy resources as well as the locations in which you use these resources. In addition, please identify the types of “clean and renewable” energy sources you use and explain how you plan to increase your usage.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
4.In future filings, please disclose whether your data centers and campuses support only your miners or whether you host miners for other companies.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings. Notably, the Company does not currently host miners for any other companies.
5.In future filings, to the extent that you plan to expand your mining business to mine crypto assets other than bitcoin, please identify the crypto assets you plan to mine, if known, and please disclose the procedures and policies related to selecting the crypto assets. In addition, disclose the stage of any material strategic acquisitions and an estimated time line, as well as the estimated costs, and the sources of capital for any such planned acquisitions.
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
Response:
The Company acknowledges the Staff’s comment and confirms, as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report, that it has no intention to mine or produce any other cryptocurrencies at this time. If such intent changes, it will include such disclosure in future filings. The Company further confirms that it will disclose the information requested regarding material strategic acquisitions in its 2023 10-K and in other applicable future filings.
6.In future filings, please disclose here whether you intend to hold or monetize the mined bitcoin, and please disclose your policies related to the uses for the mined bitcoin. Disclose here how you monetize your bitcoin, including any exchanges you use, whether you have any agreements with any exchanges, and whether you store any of your crypto asset holdings on any exchanges’ platforms. In this regard, we note your disclosure on page 21 that you exchange your bitcoins directly for U.S. dollars on Coinbase. In addition, please disclose whether you hold any other types of crypto assets. If so, please identify the types and amount of such crypto assets, and discuss the purpose of holding the other types of crypto assets.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings. In addition to bitcoin, the Company does hold de minimis amounts of the following digital assets:
•1.36 Sustainable Bitcoin Certificates (SBC) issued by the Sustainable Bitcoin Protocol, a startup organization that aims to encourage miners to utilize environmentally friendly energy sources. The Company was awarded 21.36 SBCs, 20.0 of which were exchanged for $10,000 value of USD Coin (USDC), a crypto asset, which the Company currently holds as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report as of December 31, 2022. The Company does not believe the 1.36 SBCs have an accounting value as there is no current liquid market for them.
•0.1069 of Ethereum USD, a crypto asset, as a residual of a marketing campaign in which the Company used Ethereum to pay for gas fees. The current value of this crypto asset is approximately $200 and is immaterial.
It is not the Company’s strategy to hold or transact in these types of digital assets as the above activities are not directly related to the Company’s operating activities.
Working Capital Items, page 6
7.In future filings, please disclose the range, mean and average age of your miners, the average downtime attributed to scheduled maintenance and non-scheduled maintenance as well as the average, mean and range of the energy efficiency of your miners.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
Distribution, Marketing and Strategic Relationships, page 7
8.We note your disclosure on page 7 that Coinmint has agreed to house and power the mining equipment in its facilities and that it has agreed to use commercially reasonable efforts to mine
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
bitcoin on your behalf. In future filings, please disclose whether Coinmint contributes your computing power to a mining pool that it or another third-party operates, and please identify the mining pool operator or operators. In this regard, we note your disclosure regarding Foundry Digital on page 18. Also, please discuss how mining pools operate more generally, and disclose whether the mining pools you use provide services only for bitcoin mining or if they are multi-crypto asset mining pools. Also disclose the fees associated with participating in the mining pools and whether the payouts you receive from Coinmint, Foundry Digital and any other mining pools are limited to only bitcoin. In addition, please disclose the processing power you contribute to each mining pool you currently use.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
Cybersecurity, Page 10
9.In future filings, please disclose your custody procedures and arrangements by identifying all third-party custodians and the material terms of the agreements, including:
•what portion of your bitcoin or other crypto assets, if any, are held in hot wallets and cold wallets;
•the geographic location where crypto assets are held in cold wallets;
•whether any persons (e.g., auditors, etc.) are responsible for verifying the existence for the crypto assets held by the third party custodian(s);
•a description of your custodian’s insurance and the degree to which those policies provide coverage for the loss of your crypto assets; and
•whether any insurance providers have inspection rights associated with the crypto assets held in storage.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
10.In future filings, please describe the terms and provisions of any insurance policies covering your crypto assets in the event of loss or fraud and any insurance policies covering your miners, including the amount of coverage, term and termination provisions, renewal options and limitations on coverage. To the extent that you do not have insurance coverage for your crypto assets or miners, please add risk factor disclosure.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the 10-K includes a risk factor “The properties included in our mining operation may experience damages, including damages that may not be covered by insurance,” which discloses insurance risk with respect to our miners. The Company further submits that the Quarterly Report includes a new risk factor “Our lack of insurance protection exposes us and our shareholders to the risk of loss of our bitcoin for which
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
no person is liable,” which discloses insurance risk with respect to our bitcoin. The Company further submits that the above named risk factors include all material information regarding insurance risk.
The value of bitcoin has historically been subject to wide swings, page 17
11.In future filings, please expand this risk factor to include quantitative information regarding the wide swings of bitcoin prices.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the risk factor has been updated in the Quarterly Report to include quantitative information regarding the wide swings of bitcoin prices.
If the SEC or another regulatory body consider bitcoin to be a security, page 28
12.In future filings, please confirm whether you mine crypto assets other than bitcoin or have plans to mine crypto assets other than bitcoin. If so, please identify the relevant assets and expand this risk factor to briefly discuss the process and framework you have in place to determine whether any crypto assets that you may mine, hold or acquire are securities as defined under Section 2(a)(1) of the Securities Act. In this regard we note your references on page 28 and elsewhere to “bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.”
Response:
The Company acknowledges the Staff’s comment and confirms that, as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report, it has no intention to mine or produce any other cryptocurrencies at this time. If such intent changes, it will include the disclosure requested above in future filings.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Year Ended September 30, 2022 and 2021, page 37
13.In future filings, please revise to include a discussion regarding your daily average GPUs and their average hashrate and difficulty for each of the periods presented. Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-10751.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that it included disclosure regarding number of bitcoin miners, hashrate, difficulty and other operational measures under the heading “Bitcoin Mining Operations” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report. The Company further submits that daily average GPUs is not a relevant measure to the Company’s operations because the Company does not utilize GPUs, but has provided similar such data pertaining to the equipment the Company does use with respect to hashrate and difficulty. The Company further confirms that it will update such disclosure as appropriate in future filings.
Non-GAAP Measure, page 39
14.In future filings, please revise your non-GAAP disclosure for the following:
•Revise to clarify how the following adjustments for (a) other impairment loss (related to bitcoin), (b) realized gain on sale of bitcoin, and (c) legal fees meet the definitions in Item
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
10(e)(1)(ii)(B) of Regulation S-K, and Questions 100.01 and 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
•We note your disclosure on page 39 that you have excluded non-cash items that you believe are not reflective of your general business performance and for which the accounting requires management judgment and the resulting expenses could vary significantly in comparison to other companies. In future filings, please revise to disclose in sufficient detail the nature and amounts for all material non-cash items that are excluded. Refer to Question 100.04 of the C&DI on Non-GAAP financial measures.
Response:
The Company acknowledges the Staff’s comment and
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CORRESP
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filename1.htm
CORRESP
February 22, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Mr. Christopher Wall
Ms. Sonia Bednarowski
Ms. Kate Tillan
Ms. Bonnie Baynes
Re:
CleanSpark, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2022
File No. 001-39187
Dear Mr. Wall, Ms. Bednarowski, Ms. Tillan and Ms. Baynes:
This letter is being furnished on behalf of CleanSpark, Inc. (the “Company”) in response to the comments received from the staff of the Division of Corporation Finance Office of Crypto Assets (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated February 6, 2023, regarding the Company’s Form 10-K for the Fiscal Year Ended September 30, 2022 (the “10-K”) (File No. 001-39187).
The text of the Staff’s comment has been included in bold and italics for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth the Company’s response immediately below the numbered comment.
Form 10-K for the Fiscal Year Ended September 30, 2022
General
1.In future filings, please provide disclosure regarding any significant crypto asset market developments material to understanding or assessing your business, financial condition and results of operations or share price. Consider each comment issued in our January 20, 2023 letter relating to your Post-Effective Amendment No. 2 to your Registration Statement on Form S-3 filed on December 15, 2022, and make the relevant disclosures in future filings. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets issued by the Staff in December 2022.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the impact of crypto asset market developments on the Company continues to be indirect, and such impacts were described in the following sections of the 10-K:
•Part I Item 1. Business – Government Regulation
•Part I Item 1A Risk Factors – Risks Related to Our Business – The digital asset exchange on which cryptocurrencies, including bitcoin, trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Such failures may result in a reduction in the price of bitcoin and other cryptocurrencies and can adversely affect an investment in us.
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
•Part I Item 1A Risk Factor – Risks Related to Our Securities – The price of our common stock may be volatile and could fluctuate widely, which could result in substantial losses for investors.
The Company further notes that the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 filed on February 9, 2023 (the “Quarterly Report”) includes a new risk factor “We may face several risks due to disruptions in the crypto asset markets, including but not limited to the risk from depreciation in our stock price, financing risk, risk of increased losses or impairments in our investments or other assets, risks of legal proceedings and government investigations, and risks from price declines or price volatility of crypto assets” that is responsive to the above comment. The Company further confirms that it will continue to monitor and assess significant crypto asset market developments and will include appropriate disclosure in future filings.
2.In future filings, please include a comprehensive breakeven analysis for your bitcoin mining operations or any other crypto assets that you earn or mine that compares the cost to earn or mine one crypto asset with the value of the crypto asset.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that it included an analysis of the profitability of its bitcoin mining operations under the heading “Bitcoin Mining Operations” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report. The Company further confirms that it will update such disclosure as appropriate in future filings.
Lines of Business, page 5
3.In future filings, please disclose the percentage of your energy usage that uses clean and renewable energy resources as well as the locations in which you use these resources. In addition, please identify the types of “clean and renewable” energy sources you use and explain how you plan to increase your usage.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
4.In future filings, please disclose whether your data centers and campuses support only your miners or whether you host miners for other companies.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings. Notably, the Company does not currently host miners for any other companies.
5.In future filings, to the extent that you plan to expand your mining business to mine crypto assets other than bitcoin, please identify the crypto assets you plan to mine, if known, and please disclose the procedures and policies related to selecting the crypto assets. In addition, disclose the stage of any material strategic acquisitions and an estimated time line, as well as the estimated costs, and the sources of capital for any such planned acquisitions.
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
Response:
The Company acknowledges the Staff’s comment and confirms, as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report, that it has no intention to mine or produce any other cryptocurrencies at this time. If such intent changes, it will include such disclosure in future filings. The Company further confirms that it will disclose the information requested regarding material strategic acquisitions in its 2023 10-K and in other applicable future filings.
6.In future filings, please disclose here whether you intend to hold or monetize the mined bitcoin, and please disclose your policies related to the uses for the mined bitcoin. Disclose here how you monetize your bitcoin, including any exchanges you use, whether you have any agreements with any exchanges, and whether you store any of your crypto asset holdings on any exchanges’ platforms. In this regard, we note your disclosure on page 21 that you exchange your bitcoins directly for U.S. dollars on Coinbase. In addition, please disclose whether you hold any other types of crypto assets. If so, please identify the types and amount of such crypto assets, and discuss the purpose of holding the other types of crypto assets.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings. In addition to bitcoin, the Company does hold de minimis amounts of the following digital assets:
•1.36 Sustainable Bitcoin Certificates (SBC) issued by the Sustainable Bitcoin Protocol, a startup organization that aims to encourage miners to utilize environmentally friendly energy sources. The Company was awarded 21.36 SBCs, 20.0 of which were exchanged for $10,000 value of USD Coin (USDC), a crypto asset, which the Company currently holds as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report as of December 31, 2022. The Company does not believe the 1.36 SBCs have an accounting value as there is no current liquid market for them.
•0.1069 of Ethereum USD, a crypto asset, as a residual of a marketing campaign in which the Company used Ethereum to pay for gas fees. The current value of this crypto asset is approximately $200 and is immaterial.
It is not the Company’s strategy to hold or transact in these types of digital assets as the above activities are not directly related to the Company’s operating activities.
Working Capital Items, page 6
7.In future filings, please disclose the range, mean and average age of your miners, the average downtime attributed to scheduled maintenance and non-scheduled maintenance as well as the average, mean and range of the energy efficiency of your miners.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
Distribution, Marketing and Strategic Relationships, page 7
8.We note your disclosure on page 7 that Coinmint has agreed to house and power the mining equipment in its facilities and that it has agreed to use commercially reasonable efforts to mine
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
bitcoin on your behalf. In future filings, please disclose whether Coinmint contributes your computing power to a mining pool that it or another third-party operates, and please identify the mining pool operator or operators. In this regard, we note your disclosure regarding Foundry Digital on page 18. Also, please discuss how mining pools operate more generally, and disclose whether the mining pools you use provide services only for bitcoin mining or if they are multi-crypto asset mining pools. Also disclose the fees associated with participating in the mining pools and whether the payouts you receive from Coinmint, Foundry Digital and any other mining pools are limited to only bitcoin. In addition, please disclose the processing power you contribute to each mining pool you currently use.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
Cybersecurity, Page 10
9.In future filings, please disclose your custody procedures and arrangements by identifying all third-party custodians and the material terms of the agreements, including:
•what portion of your bitcoin or other crypto assets, if any, are held in hot wallets and cold wallets;
•the geographic location where crypto assets are held in cold wallets;
•whether any persons (e.g., auditors, etc.) are responsible for verifying the existence for the crypto assets held by the third party custodian(s);
•a description of your custodian’s insurance and the degree to which those policies provide coverage for the loss of your crypto assets; and
•whether any insurance providers have inspection rights associated with the crypto assets held in storage.
Response:
The Company acknowledges the Staff’s comment and will disclose the information requested in its 2023 10-K and in other applicable future filings.
10.In future filings, please describe the terms and provisions of any insurance policies covering your crypto assets in the event of loss or fraud and any insurance policies covering your miners, including the amount of coverage, term and termination provisions, renewal options and limitations on coverage. To the extent that you do not have insurance coverage for your crypto assets or miners, please add risk factor disclosure.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the 10-K includes a risk factor “The properties included in our mining operation may experience damages, including damages that may not be covered by insurance,” which discloses insurance risk with respect to our miners. The Company further submits that the Quarterly Report includes a new risk factor “Our lack of insurance protection exposes us and our shareholders to the risk of loss of our bitcoin for which
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
no person is liable,” which discloses insurance risk with respect to our bitcoin. The Company further submits that the above named risk factors include all material information regarding insurance risk.
The value of bitcoin has historically been subject to wide swings, page 17
11.In future filings, please expand this risk factor to include quantitative information regarding the wide swings of bitcoin prices.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that the risk factor has been updated in the Quarterly Report to include quantitative information regarding the wide swings of bitcoin prices.
If the SEC or another regulatory body consider bitcoin to be a security, page 28
12.In future filings, please confirm whether you mine crypto assets other than bitcoin or have plans to mine crypto assets other than bitcoin. If so, please identify the relevant assets and expand this risk factor to briefly discuss the process and framework you have in place to determine whether any crypto assets that you may mine, hold or acquire are securities as defined under Section 2(a)(1) of the Securities Act. In this regard we note your references on page 28 and elsewhere to “bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.”
Response:
The Company acknowledges the Staff’s comment and confirms that, as disclosed under the heading “Lines of Business” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report, it has no intention to mine or produce any other cryptocurrencies at this time. If such intent changes, it will include the disclosure requested above in future filings.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Year Ended September 30, 2022 and 2021, page 37
13.In future filings, please revise to include a discussion regarding your daily average GPUs and their average hashrate and difficulty for each of the periods presented. Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-10751.
Response:
The Company acknowledges the Staff’s comment and respectfully submits that it included disclosure regarding number of bitcoin miners, hashrate, difficulty and other operational measures under the heading “Bitcoin Mining Operations” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Quarterly Report. The Company further submits that daily average GPUs is not a relevant measure to the Company’s operations because the Company does not utilize GPUs, but has provided similar such data pertaining to the equipment the Company does use with respect to hashrate and difficulty. The Company further confirms that it will update such disclosure as appropriate in future filings.
Non-GAAP Measure, page 39
14.In future filings, please revise your non-GAAP disclosure for the following:
•Revise to clarify how the following adjustments for (a) other impairment loss (related to bitcoin), (b) realized gain on sale of bitcoin, and (c) legal fees meet the definitions in Item
DOCPROPERTY "CUS_DocIDChunk0" 156137991v3
10(e)(1)(ii)(B) of Regulation S-K, and Questions 100.01 and 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
•We note your disclosure on page 39 that you have excluded non-cash items that you believe are not reflective of your general business performance and for which the accounting requires management judgment and the resulting expenses could vary significantly in comparison to other companies. In future filings, please revise to disclose in sufficient detail the nature and amounts for all material non-cash items that are excluded. Refer to Question 100.04 of the C&DI on Non-GAAP financial measures.
Response:
The Company acknowledges the Staff’s comment and