iPower Inc

Previous wording

Driven by technology and data, iPower Inc. (“iPower,” “we,” “us,” or “the Company”) is an online supplier of consumer goods, including consumer home goods, hydroponics equipment, general gardening, furniture and pet supplies. Through the operations of our e-commerce platforms and channel partners, our fulfillment centers in Rancho Cucamonga and Duarte, California, we believe we are one of the leading marketers, distributors and retailers in the consumer gardening and home goods categories, based on management’s estimates. Our core strategy continues to focus on expanding our geographic reach across the United States and internationally through organic growth, both in terms of expanding our customer base as well as brand and product development. iPower has developed a set of methodologies driven by proprietary data formulas to effectively bring products to market and increase sales.

Current wording

iPower has developed a set of methodologies driven by proprietary data formulas to effectively bring products to market and increase sales. Products on iPower's SuperSuite platform consistently achieve Amazon Best Seller status and Amazon Choice designation.

Previous wording

While at present the majority of our products are sourced either in the United States or China, the military conflict between Russia and Ukraine and the Israel-Hamas war may nonetheless increase the likelihood of supply chain disruptions and hinder our ability to find the materials we need to make our products. Thus far, as a result of the general global economic disruption, we have experienced a delay in, as well as an increase in, costs in shipping, resulting in in increased inventory levels in our warehouse facilities, thus resulting in reduced profits. In addition, supply chain disruptions may put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products.

Current wording

While at present the majority of our products are sourced either in the United States or China, the military conflict between Russia and Ukraine and the Israel-Hamas war may nonetheless increase the likelihood of supply chain disruptions and hinder our ability to find the materials we need to make our products. Thus far, as a result of the general global economic disruption, we have experienced a delay in, as well as an increase in costs related to shipping, resulting in increased inventory levels in our warehouse facilities, thus resulting in reduced profits. In addition, supply chain disruptions may put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products.

Previous wording

While the worst of the COVID-19 pandemic has seemingly passed and we believe that the pandemic is unlikely to significantly impact our business going forward, we continue to closely monitor its impact on our business, results of operations and financial results. The situation surrounding the pandemic remains fluid and the full extent of the positive or negative impact of the COVID-19 pandemic on our business will depend on certain developments including the length of time of any regional outbreaks, the impact on consumer activity and behaviors, and the effect on our customers, employees, suppliers and stockholders, all of which are uncertain and cannot be predicted. While the COVID-19 pandemic has not had a material adverse impact on our operations to date and we believe the long-term opportunity that we see for shopping online remains unchanged, it is difficult to predict all of the positive or negative impacts that COVID-19 may have on our business over time. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our customers, employees, suppliers, stockholders and communities.

Current wording

While it appears the COVID-19 pandemic has largely passed and we believe that any aftereffects of the pandemic are unlikely to significantly impact our business going forward, we continue to closely monitor its impact on our business, results of operations and financial results. The situation surrounding the pandemic remains fluid and the full extent of the positive or negative impact of the COVID-19 pandemic on our business will depend on certain developments including the length of time of any regional outbreaks, the impact on consumer activity and behaviors, and the effect on our customers, employees, suppliers and stockholders, all of which are uncertain and cannot be predicted. While the COVID-19 pandemic has not had a material adverse impact on our operations to date and we believe the long-term opportunity that we see for shopping online remains unchanged, it is difficult to predict all of the positive or negative impacts that the pandemic, or any future pandemics, may have on our business over time. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our customers, employees, suppliers, stockholders and communities.

Previous wording

In additional to general consumer goods, we sell hydroponic gardening products to end users that may use such products in new and emerging industries or segments, including for purposes of growing of cannabis. The demand for hydroponic gardening products depends on the uncertain growth of these industries or segments due to varying, inconsistent and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions. For example, certain countries and a total of 46 U.S. states plus the District of Columbia have adopted frameworks that authorize, regulate and tax the cultivation, processing, sale and use of cannabis for medicinal and/or non-medicinal use, including legalization of hemp and CBD, while the U.S. Controlled Substances Act and the laws of certain U.S. states prohibit growing cannabis. Demand for our products could be impacted by changes in the regulatory environment with respect to such industries and segments.

Current wording

In addition to general consumer goods, we sell hydroponic gardening products to end users that may use such products in new and emerging industries or segments, including for purposes of growing of cannabis. The demand for hydroponic gardening products depends on the uncertain growth of these industries or segments due to varying, inconsistent and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions. For example, certain countries and a total of 46 U.S. states plus the District of Columbia have adopted frameworks that authorize, regulate and tax the cultivation, processing, sale and use of cannabis for medicinal and/or non-medicinal use, including legalization of hemp and CBD, while the U.S. Controlled Substances Act and the laws of certain U.S. states prohibit growing cannabis. Demand for our products could be impacted by changes in the regulatory environment with respect to such industries and segments.

Previous wording

Revenues for the three months ended December 31, 2023 decreased 12.75% to $16,800,122 as compared to $19,254,590 for the three months ended December 31, 2022. While pricing remained stable, the decreased revenue mainly resulted from a decrease in sales volume during the three months ended December 31, 2023 as the Company offered less promotions and clearance activities due to lower inventory level as compared to the three months ended December 31, 2022. This was partially offset by growth in the Company’s SuperSuite supply chain offerings.

Current wording

Revenues for the three months ended March 31, 2024 increased 15.24% to $23,308,508 as compared to $20,225,619 for the three months ended March 31, 2023. With slightly increased selling price due to inflation and sales of new products, the increased revenue mainly resulted from an increase in sales volume during the three months ended March 31, 2024 as we got more orders from Amazon as compared to the three months ended March 31, 2023. This was further enhanced by growth in the Company’s SuperSuite supply chain offerings.

Previous wording

Costs of goods sold for the three months ended December 31, 2023 decreased 15.98% to $9,481,882 as compared to $11,285,064 for the three months ended December 31, 2022. The decrease was primarily due to a decrease in sales and freight costs. See discussions on gross profit below.

Current wording

Costs of goods sold for the three months ended March 31, 2024 decreased 0.59% to $12,360,170 as compared to $12,433,898 for the three months ended March 31, 2023. The decrease was primarily due to a decrease in product and freight costs. See the discussion on gross profit below.

Previous wording

Gross profit was $7,318,240 for the three months ended December 31, 2023 as compared to $7,969,526 for the three months ended December 31, 2022. The gross profit ratio increased to 43.56% for the three months ended December 31, 2023 from 41.39% for the three months ended December 31, 2022. The increase in the gross profit ratio was mainly driven by the decrease in costs of goods sold as a result of decreased freight charges during the current period. However, we cannot be assured that this trend will continue.

Current wording

Gross profit was $10,948,338 for the three months ended March 31, 2024 as compared to $7,791,721 for the three months ended March 31, 2023. The gross profit ratio increased to 46.97% for the three months ended March 31, 2024 from 38.52% for the three months ended March 31, 2023. The increase in the gross profit ratio was mainly driven by the slightly increased selling price and the decrease in costs of goods sold as a result of decreased freight charges during the current period. However, we cannot be assured that this trend will continue.

Previous wording

Operating expenses for the three months ended December 31, 2023 decreased 18.10% to $9,870,587 as compared to $12,052,092 for the three months ended December 31, 2022. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $2.4 million as a result of decreased costs related to advertising, merchant fees, rental expenses, and delivery fees, and an increase in general and administrative expenses of $0.2 million, which included payroll expenses, stock-based compensation expense, insurance expenses and other operating expenses.

Current wording

Operating expenses for the three months ended March 31, 2024 decreased 6.28% to $9,347,062 as compared to $9,602,919 for the three months ended March 31, 2023. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $0.5 million as a result of vendor credits of $858,456 recorded during the quarter ended March 31, 2024, which was partially offset by increased costs related to advertising, merchant fees, rental expenses and delivery fees, and an increase in general and administrative expenses of $0.3 million, which included payroll expenses, stock-based compensation expense, insurance expenses, legal and other operating expenses.

Previous wording

Other expenses for the three months ended December 31, 2023 was $54,575 as compared to $258,457 for the three months ended December 31, 2022. The decrease in other expenses was mainly due to a decrease in interest, including amortization of debt discount on the revolving loan of $131,507 and an increase in other non-operating income of $69,238.

Current wording

Other expenses for the three months ended March 31, 2024 was $211,660 as compared to $312,155 for the three months ended March 31, 2023. The decrease in other expenses was mainly due to a decrease in interest, including amortization of debt discount on the revolving loan of $57,424 and other non-operating expenses of $42,566.

Previous wording

Comprehensive loss attributable to iPower Inc. for the six months ended December 31, 2023 was $3,362,305 as compared to $7,537,141 for the six months ended December 31, 2022, representing a decrease of comprehensive loss of $4,174,836. The decrease was due to the reasons discussed above, along with an increase in other comprehensive loss of $96,636 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our VIE in the PRC, to USD, the reporting currency of the Company.

Current wording

Comprehensive income (loss) attributable to iPower Inc. for the three months ended March 31, 2024 was $1,085,204 as compared to $(1,512,930) for the three months ended March 31, 2023, representing an increase of comprehensive income of $2,598,134. The increase was due to the reasons discussed above, along with an increase in other comprehensive income of $51,518 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our VIE in the PRC, to USD, the reporting currency of the Company.

Previous wording

Revenues for the six months ended December 31, 2023 decreased 4.35% to $43,308,496 as compared to $45,277,263 for the six months ended December 31, 2022. While pricing remained stable, the decreased revenue mainly resulted from a decrease in sales volume during the six months ended December 31, 2023 as the Company offered less promotions and clearance activities due to lower inventory level as compared to the six months ended December 31, 2022. This was partially offset by growth in the Company’s SuperSuite supply chain offerings.

Current wording

Revenues for the nine months ended March 31, 2024 increased 1.70% to $66,617,004 as compared to $65,502,882 for the nine months ended March 31, 2023. The slightly increased revenue mainly resulted from an increase in selling price and sales volume from growth in the Company’s SuperSuite supply chain offerings during the nine months ended March 31, 2024 as compared to the nine months ended March 31, 2023.

Previous wording

Costs of goods sold for the six months ended December 31, 2023 decreased 11.31% to $24,231,411 as compared to $27,322,021 for the six months ended December 31, 2022. The decrease was primarily due to a decrease in sales and freight costs. See discussions on gross profit below.

Current wording

Costs of goods sold for the nine months ended March 31, 2024 decreased 7.96% to $36,591,581 as compared to $39,755,919 for the nine months ended March 31, 2023. The decrease was primarily due to a decrease in product and freight costs. See the discussion on gross profit below.

Previous wording

Gross profit was $19,077,085 for the six months ended December 31, 2023 as compared to $17,955,242 for the six months ended December 31, 2022. The gross profit ratio increased to 44.05% for the six months ended December 31, 2023 from 39.66% for the six months ended December 31, 2022. The increase in the gross profit ratio was mainly driven by the decrease in costs of goods sold as a result of decreased freight charges during the current period. However, we cannot be assured that this trend will continue.

Current wording

Gross profit was $30,025,423 for the nine months ended March 31, 2024 as compared to $25,746,963 for the nine months ended March 31, 2023. The gross profit ratio increased to 45.07% for the nine months ended March 31, 2024 from 39.31% for the nine months ended March 31, 2023. The increase in the gross profit ratio was mainly driven by the slightly increased selling price and the decrease in costs of goods sold as a result of decreased freight charges during the current period. However, we cannot be assured that this trend will continue.

Previous wording

Operating expenses for the six months ended December 31, 2023 decreased 14.02% to $22,898,109 as compared to $26,631,114 for the six months ended December 31, 2022. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $0.8 million as a result of decreased costs related to advertising, merchant fees, rental expenses and delivery fees, and a decrease of $3.1 million of impairment loss on goodwill triggered by a decrease in the Company’s share price of its common stock and the net loss incurred during the six months ended December 31, 2022.

Current wording

Operating expenses for the nine months ended March 31, 2024 decreased 11.01% to $32,245,171 as compared to $36,234,033 for the nine months ended March 31, 2023. The decrease was mainly due to the combination of a decrease in selling and fulfillment expenses of $1.27 million, including vendor credits of $858,456 recorded during the quarter ended March 31, 2024 and decreased costs related to advertising, merchant fees, rental expenses and delivery fees, an increase in general and administrative expense of $0.3 million, and a decrease of $3.1 million of impairment loss on goodwill triggered by a decrease in the Company’s share price of its common stock and the net loss incurred during the nine months ended March 31, 2023.

Previous wording

Loss from operations was $3,821,024 for the six months ended December 31, 2023 as compared to $8,675,872 for the six months ended December 31, 2022. The decrease in loss was resulted from the decrease in operating expenses and the increase in gross profit, as discussed above.

Current wording

Loss from operations was $2,219,748 for the nine months ended March 31, 2024 as compared to $10,487,070 for the nine months ended March 31, 2023. The decrease in loss from operations resulted from the decrease in operating expenses and the increase in gross profit, as discussed above.

Previous wording

Other expenses for the six months ended December 31, 2023 was $351,131 as compared to $298,128 for the six months ended December 31, 2022. The increase in other expenses was mainly due to a combination of a decrease in interest expenses and a decrease in other non-operating income of $209,688 resulted from termination of sublease in January 2023.

Current wording

Other expenses for the nine months ended March 31, 2024 was $562,791 as compared to $610,283 for the nine months ended March 31, 2023. The slightly decreased other expenses was mainly due to a decrease in interest expenses of $208,607, which was partially offset by a decrease in other non-operating income of $167,122.

Previous wording

Net loss attributable to iPower Inc. for the three months ended December 31, 2023 was $1,914,828 as compared to $3,290,439 for the three months ended December 31, 2022, representing a decrease of net loss of $1,375,611. The decrease was primarily due to the increase in gross profit and decrease in operating expenses as discussed above.

Current wording

Net loss attributable to iPower Inc. for the nine months ended March 31, 2024 was $2,185,261 as compared to $9,003,349 for the nine months ended March 31, 2023, representing a decrease of net loss of $6,818,088. The decrease was primarily due to the increase in gross profit and decrease in operating expenses, as discussed above.

Previous wording

Comprehensive loss attributable to iPower Inc. for the three months ended December 31, 2023 was $2,075,083 as compared to $3,243,290 for the three months ended December 31, 2022, representing a decrease of comprehensive loss of $1,168,207. The decrease was due to the reasons discussed above, along with an increase in other comprehensive loss of $207,404 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our VIE in the PRC, to USD, the reporting currency of the Company.

Current wording

Comprehensive loss attributable to iPower Inc. for the nine months ended March 31, 2024 was $2,277,101 as compared to $9,050,071 for the nine months ended March 31, 2023, representing a decrease of comprehensive loss of $6,772,970. The decrease was due to the reasons discussed above, partially offset by an increase in other comprehensive loss of $45,118 as a result of foreign currency translation adjustments resulting from the translation of RMB, the functional currency of our VIE in the PRC, to USD, the reporting currency of the Company.

Previous wording

We primarily funded our operations with cash and cash equivalents generated from operations, including delaying payments to vendors, as well as through borrowing under our credit facility from JPMorgan Chase Bank ("JPM”). We had cash and cash equivalents of $1,488,027 as of December 31, 2023, representing a $2.2 million decrease from $3,735,642 as of June 30, 2023. The cash decrease was due to an increase in net cash used in financing activities, partially offset by net cash provided by operating activities.

Current wording

We primarily funded our operations with cash and cash equivalents generated from operations, including delaying payments to vendors, as well as through borrowing under our credit facility from JPMorgan Chase Bank ("JPM”). We had cash and cash equivalents of $2,714,724 as of March 31, 2024, representing a $1.0 million decrease from $3,735,642 as of June 30, 2023. The cash decrease was due to an increase in net cash used in financing activities, partially offset by net cash provided by operating activities.

Previous wording

Based on our current operating plan, and despite the current uncertainty resulting from the ongoing Ukraine-Russia and Israel-Hamas military conflicts, and the effects of COVID-19, we believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to finance our operations during the next 12 months.

Current wording

Based on our current operating plan, and despite the current uncertainty resulting from the ongoing Ukraine-Russia and Israel-Hamas military conflicts, and any latent effects of COVID-19, we believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to finance our operations during the next 12 months.

Previous wording

Our cash requirements consist primarily of day-to-day operating expenses and obligations with respect to warehouse leases. We lease all of our office and warehouse facilities. We expect to make future payments on existing leases from cash generated from operations. We have credit terms in place with our major suppliers, however, as we bring on new suppliers, we are often required to prepay our inventory purchases from them. This is consistent with our historical operating model which allowed us to operate using only cash generated by the business. Beyond the next 12 months we believe that our cash flow from operations should improve as supply chains begin to return to normal and new suppliers we are bringing online transition to credit terms more favorable to us. In addition, we plan to increase the size of our in-house product catalog, which will have a net beneficial impact on our margin profile and ability to generate cash. Currently, we have approximately $10 million in unused credit available under the revolving line with JPM. Given our current working capital position and available funding from our revolving credit line, we believe we will be able to manage through the current challenges by managing payment terms with customers and vendors.

Current wording

Our cash requirements consist primarily of day-to-day operating expenses and obligations with respect to warehouse leases. We lease all of our office and warehouse facilities. We expect to make future payments on existing leases from cash generated from operations. We have credit terms in place with our major suppliers, however, as we bring on new suppliers, we are often required to prepay our inventory purchases from them. This is consistent with our historical operating model which allowed us to operate using only cash generated by the business. Beyond the next 12 months, we believe that our cash flow from operations should improve as supply chains begin to return to normal and new suppliers we are bringing online transition to credit terms more favorable to us. In addition, we plan to increase the size of our in-house product catalog, which will have a net beneficial impact on our profit margin profile and ability to generate cash. While we have approximately $18 million in unused credit available under the revolving line with JPM, the JPM revolving loan has a maturity date of November 12, 2024.

Previous wording

As of December 31, 2023 and June 30, 2023, our working capital was $4.7 million and $17.9 million, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital.

Current wording

As of March 31, 2024 and June 30, 2023, our working capital was $6.6 million and $17.9 million, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital during the year.

Previous wording

Net cash provided by operating activities for the six months ended December 31, 2023 and 2022 was $5,045,730 and $7,778,208, respectively. The decrease in cash provided by operating activities mainly resulted from the decrease of changes in accounts payable, accounts receivable, inventories, prepayments and other current assets, partially offset by a decrease of changes in other payable and accrued liabilities.

Current wording

Net cash provided by operating activities for the nine months ended March 31, 2024 and 2023 was $5,151,956 and $7,785,832, respectively. The decrease in cash provided by operating activities was mainly resulted from the decrease of changes in accounts receivable, inventories, prepayments and other current assets, and accounts payable, partially offset by an increase of changes in deferred tax assets/liabilities, other payables and accrued liabilities and a decrease in net loss.

Previous wording

For the six months ended December 31, 2023 and 2022, net cash used in investing activities was $0 and $127,367, respectively. The decrease in cash used in investing activities was because the Company did not have additional purchase of equipment during the six months ended December 31, 2023.

Current wording

For the nine months ended March 31, 2024 and 2023, net cash used in investing activities was $0 and $144,885, respectively. The decrease in cash used in investing activities was because the Company did not purchase any additional equipment during the nine months ended March 31, 2024, whereas such equipment had been purchased in the same period during 2023.

Previous wording

Net cash used in financing activities was $7,175,000 and $5,540,436, respectively, for the six months ended December 31, 2023 and 2022. The main reason the Company experienced an increase in net cash used in financing activities was primarily due to our payment of $9.2 million for: (1) $1.9 million to pay down the note payable to White Cherry; and (2) $7.3 million to pay down the outstanding balance of the asset-based revolving loan facility with JPM.

Current wording

Net cash used in financing activities was $6,100,000 and $8,002,476, respectively, for the nine months ended March 31, 2024 and 2023. The main reason the Company experienced a decrease in net cash used in financing activities was primarily due to a combination of increase in proceeds from loans and our payment of $11.1 million for: (1) $3.8 million to pay off the notes payable to White Cherry; and (2) $7.3 million to pay down the outstanding balance of the asset-based revolving loan facility with JPM.

Previous wording

On February 15, 2022, the Company acquired 100% of the ordinary shares of Anivia and its subsidiaries, including Daheshou (Shenzhen) Information Technology Co., Ltd., a company organized under the Laws of the PRC (“DHS”). Pursuant to the terms of the agreements, the Company does not have direct ownership in DHS but is actively involved in DHS’s operations as the sole manager to direct the activities and significantly impact DHS’s economic performance. DHS’s operational funding is provided by the Company after February 15, 2022. During the term of the agreements, which run for a term of 10 years from February 2022 to February 2032, the Company bears all risk of loss and has the right to receive all of the benefits from DHS. As such, based on the determination that the Company is the primary beneficiary of DHS, in accordance with ASC 810-10-25-38A through 25-38J, DHS is considered a variable interest entity (“VIE”) of the Company and the financial statements of DHS have been consolidated from the date such control existed, February 15, 2022. See Note 4 and Note 5 for details on acquisition.

Current wording

On February 15, 2022, the Company acquired 100% of the ordinary shares of Anivia and its subsidiaries, including Daheshou (Shenzhen) Information Technology Co., Ltd., a company organized under the Laws of the PRC (“DHS”). Pursuant to the terms of the Agreements, the Company does not have direct ownership in DHS but is actively involved in DHS’s operations as the sole manager to direct the activities and significantly impact DHS’s economic performance. DHS’s operational funding has been provided by the Company following the February 15, 2022 acquisition. During the term of the Agreements, the Company bears all the risk of loss and has the right to receive all of the benefits from DHS. As such, based on the determination that the Company is the primary beneficiary of DHS, in accordance with ASC 810-10-25-38A through 25-38J, DHS is considered a VIE of the Company and the financial statements of DHS have been consolidated from the date such control existed, February 15, 2022. See Note 4 and Note 5 for details regarding the acquisition.

Previous wording

During the six months ended December 31, 2023, in addition to a qualitative goodwill impairment analysis following the steps laid out in ASC 350-20-35-3C, the Company also performed a quantitative analysis using the Discounted Cash Flow and Market Capital Method and noted no goodwill impairment. As of December 31, 2023 and 2022, the remaining goodwill balance amounted to $3,034,110.

Current wording

During the period ended March 31, 2024, the Company performed a qualitative goodwill impairment analysis following the steps laid out in ASC 350-20-35-3C and noted no goodwill impairment. As of March 31, 2024 and June 30, 2023, the goodwill balance amounted to $3,034,110 and $3,034,110, respectively.

Previous wording

The Company reviews the recoverability of long-lived assets, including intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. As of December 31, 2023, there were no indicators of impairment.

Current wording

The Company reviews the recoverability of long-lived assets, including intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. As of March 31, 2024 and 2023, there were no indicators of impairment.