View:
November 19, 2024
Belinda Nucifora
Chief Financial Officer
Iris Energy Limited
Level 12; 44 Market Street
Sydney, NSW 2000 Australia
Re: Iris Energy Limited
Form 20-F for Fiscal Year Ended June 30, 2024
File No. 001-41072
Dear Belinda Nucifora:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 20-F for Fiscal Year Ended June 30, 2024
Item 5. Operating and Financial Review and Prospects
Key Indicators of Performance and Financial Condition
Net electricity costs, page 92
1. You disclose that net electricity costs exclude the cost of REC
purchases. We also
note your disclosure that if your existing REC brokers were to stop
selling RECs to
you or otherwise limit the sale thereof, you would incur additional
expense and
resources to obtain sufficient RECs to maintain 100% renewable energy
sources. Please explain your basis for excluding RECs from net
electricity costs and
how net electricity costs as presented fully reflect current electricity
costs when you
appear to disclose in your filing and prominently disclose on your
website that you are
powered by 100% renewable energy and the cost of RECs appears to be a
component
of this claim.
November 19, 2024
Page 2
Liquidity and Capital Resources
Historical Cash Flows, page 102
2. Your disclosure of net cash provided by/used in operating, investing and
financing
activities appears to repeat information already provided in the
statement of cash
flows. Please revise future filings to include a quantitative and
qualitative analysis of
the drivers of the change in cash flows between periods and impact to
future trends to
provide a sufficient basis to understand changes in cash between
periods. Refer to
Item 5B and Instructions 1 and 9 to Item 5 of Form 20-F for guidance.
Notes to the consolidated financial statements
Note 2. Material accounting policies
Revenue and other income recogntion
Bitcoin mining revenue, page F-15
3. We note your bitcoin mining revenue policy. Please address the
following:
You disclose that that your performance obligation is to provide
computing power
(hashrate), however we observe that hashrate is speed, generally
quoted in
computations per second. We believe your disclosure requires a more
precise
description of your performance obligation. Please tell us whether a
more accurate
description of your performance obligation is a service to perform
hash
calculations for the pool operator, and if so, represent to us that
you will revise
your disclosure in future filings.
You disclose that your mining pool contracts can be terminated at
any time by
either party without substantive compensation to the other party for
such
termination, that upon termination, the mining pool operator (i.e.,
the customer) is
only required to pay amounts due related to previously satisfied
performance
obligations and that therefore, the duration of the contract is less
than 24 hours
and that the contract continuously renews throughout the day. Confirm
for us that
your agreements are continually renewed as a result of either party
being able to
terminate the agreement at any time without penalty and therefore
result in a
duration that is less than 24 hours. If this is true, represent to us
that you will
revise your disclosure in future filings to properly state the causal
relationship
(i.e., contracts are less than 24 hours in duration as a result of
them being
continuously renewed and not vice versa) and link the continuously
renewal
determination to the termination rights in your agreements.
4. You disclose on page 88 and elsewhere that you liquidate all the Bitcoin
you mine
daily, that the mining pools you utilize transfer the Bitcoin earned to
Kraken on a
daily basis and that you typically withdraw fiat currency proceeds from
Kraken on a
daily basis. We note that you also classify receipts from bitcoin mining
activities
within cash flows from operating activities. Please address the
following:
Represent to us that you will disclose your accounting policy for
crytpo assets in
future filings and separately tell us your basis therefor if you
classify bitcoin other
than an intangible asset in accordance with IAS 38.
Tell us how you considered IAS 7.16(b) which gives cash receipts
from sales of
intangible assets as an example of cash flows arising from investing
activities.
Provide us the general time frame you hold cryptocurrencies mined,
including the
November 19, 2024
Page 3
average, maximum and minimum time you held them during the periods
presented.
AI cloud services revenue, page F-16
5. We note that you recognize AI cloud service revenue, which is measured
at fair value,
ratably over the enforceable term of the contract as services are
provided. Please
address the following:
Tell us and enhance future filings to more fully describe the AI
cloud services you
provide;
Tell us and enhance future filings to identify the specific rights
and performance
obligations of each of the parties in the arrangements for the AI
cloud services
you provide, the nature of consideration you receive, i.e. cash or
otherwise, and
your application of the authoritative accounting guidance; and
Tell us whether your AI cloud service contracts meet the definition
of a lease
under IFRS 16 and provide a discussion of your analysis.
Note 4. Operating segments, page F-24
6. We note that you disclose Australia as the geographical region for which
the
substantial majority of the revenue services were provided whereas you
disclose that
the underlying assets utilized to generate these revenues are
predominantly located in
North-America. Please tell us your basis for apparently allocating all
your mining
revenues to Australia and represent to us that you will disclose the
basis for allocating
revenue to individual countries. Refer to IFRS 8: Operating Segments;
paragraph
33(a).
Note 14. Property, plant and equipment, page F-33
7. We note the $91,608,000 of impairment charges recorded in fiscal 2023
and the
reversal of $108,000 of those charges associated with development assets
in fiscal
2024. We also note the $12,961,000 impairment of computer hardware
prepayments
in fiscal 2023 as disclosed in Note 12 on page F-31. Please address the
following as it
relates to the portion of the impairments not associated with the
Non-Recourse SPVs
that were deconsolidated on February 3, 2023 and reference for us, where
appropriate,
the specific authoritative literature you relied upon to support your
accounting:
Provide us your analyses supporting the impairments of both mining
hardware
and computer hardware prepayments. Separately for each of these
impairments,
ensure that your response includes, but is not limited to, the
following:
o Confirm that you recorded the impairments at December 31, 2022
or tell us
specifically when during the quarter then ended that you
recorded the
impairments;
o The impairment indicators identified;
o How you determined the recoverable amounts; and
o The recoverable amounts derived.
November 19, 2024
Page 4
As the general market prices of bitcoin improved dramatically
during fiscal 2024
(especially toward the middle and latter part of the year) since
December 31,
2022, tell us your consideration for reversing part of the
impairments recorded.
Note 24. Financial Instruments
Power Supply Agreement, page F-44
8. We note that you entered into a Power Supply Agreement (PSA) for the
procurement
of electricity at the Childress site in which you have the right to
purchase a fixed
quantity of electricity in advance at a fixed price, with no obligation
to take physical
delivery and any unused electricity purchased is sold to the PSA
counterparty at the
prevailing spot price at the time of curtailment. Please tell us and
enhance future
filings to clarify the following:
The term of the PSA and total MWs that you have the right to
purchase;
You characterize the electricity financial asset as "prepaid
electricity" on page F-
18 and the right to purchase electricity "in advance" on page F-44.
In your
response to the preceding bullet, explain how far in advance
payments are made
for future electricity purchases and the frequency and timing of
additional
payments under the PSA;
Provide more detail on how you apply the forward price approach
identified on
pages F-18 in Note 2 and F-45 in Note 25. In this regard, you
indicate that the fair
value of the electricity financial asset is calculated by
multiplying the quantity of
electricity prepaid by a forward price in the principal market but
it is unclear
whether you prepay for electricity for the entire duration of the
PSA. If you do not
prepay for the entire contract, tell us your consideration for
valuing the asset over
the entire duration of the contract;
What the unrealized loss represents if unused electricity is sold
and the fair value
is determined using the forward price approach;
If true, that power usage is not a variable input in fair value
determination of the
PSA fair value as under the terms of the PSA, the price and
quantity of power are
fixed. If not true, tell us why not; and
Enhance your rollforward of the change in fair value to disaggregate
financial
assets realized between gains and losses and/or change in forward
prices for the
periods presented. In this regard, as you either use power or elect
to sell it back in
exchange for credits against future power costs, it would appear
that settlements
occur each period. In your response, tell us how settlements are
calculated for
purposes of the requested disclosure and how such amounts reconcile
to the
realized gain on financial assets recognized of $ 4.1 million.
In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
November 19, 2024
Page 5
Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638
with any questions.
Sincerely,
Division of Corporation
Finance
Office of Crypto Assets
cc: Marcel Fousten