Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2021 | Feb. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-40391 | |
Entity Registrant Name | iPower Inc. | |
Entity Central Index Key | 0001830072 | |
Entity Tax Identification Number | 82-5144171 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2399 Bateman Avenue | |
Entity Address, City or Town | Duarte | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91010 | |
City Area Code | 626 | |
Local Phone Number | 863-7344 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | IPW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,488,682 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets | ||
Cash and cash equivalent | $ 1,091,758 | $ 6,651,705 |
Accounts receivable, net | 15,553,516 | 7,896,347 |
Inventories, net | 19,908,500 | 13,065,741 |
Prepayments and other current assets | 6,804,371 | 4,693,000 |
Total current assets | 43,358,145 | 32,306,793 |
Non-current assets | ||
Right of use assets – non-current | 1,473,397 | 1,819,421 |
Property and equipment, net | 103,189 | 55,659 |
Non-current prepayments | 1,141,458 | 1,357,292 |
Other non-current assets | 329,244 | 99,645 |
Total non-current assets | 3,047,288 | 3,332,017 |
Total assets | 46,405,433 | 35,638,810 |
Current liabilities | ||
Accounts payable | 4,545,928 | 3,940,963 |
Credit cards payable | 550,310 | 584,311 |
Customer deposit | 228,161 | 297,407 |
Other payables and accrued liabilities | 4,899,502 | 2,487,441 |
Short-term loans payable | 0 | 162,769 |
Lease liability - current | 766,759 | 731,944 |
Long-term loan payable - current portion | 29,244 | 29,244 |
Income taxes payable | 374,513 | 790,823 |
Total current liabilities | 11,394,417 | 9,024,902 |
Non-current liabilities | ||
Long-term loan payable | 441,512 | 458,571 |
Long-term revolving loan payable, net | 6,963,551 | 0 |
Lease liability – non-current | 777,290 | 1,169,552 |
Total non-current liabilities | 8,182,353 | 1,628,123 |
Total liabilities | 19,576,770 | 10,653,025 |
Commitments and contingency | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding at December 31, and June 30, 2021 | 0 | 0 |
Common stock, $0.001 par value; 180,000,000 shares authorized; 26,488,682 and 26,448,663 shares issued and outstanding at December 31, and June 30, 2021 | 26,489 | 26,449 |
Additional paid in capital | 23,371,712 | 23,214,263 |
Retained earnings | 3,430,462 | 1,745,073 |
Total equity | 26,828,663 | 24,985,785 |
Total liabilities and equity | $ 46,405,433 | $ 35,638,810 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 26,488,682 | 26,448,663 |
Common stock, shares outstanding | 26,488,682 | 26,448,663 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | $ 17,125,663 | $ 11,254,317 | $ 34,492,428 | $ 26,214,252 |
TOTAL REVENUES | 17,125,663 | 11,254,317 | 34,492,428 | 26,214,252 |
COST OF REVENUES | 9,568,051 | 6,306,726 | 19,621,114 | 15,703,873 |
GROSS PROFIT | 7,557,612 | 4,947,591 | 14,871,314 | 10,510,379 |
OPERATING EXPENSES: | ||||
Selling and fulfillment | 3,641,839 | 2,784,749 | 7,307,760 | 5,998,423 |
General and administrative | 2,780,488 | 1,309,736 | 5,137,954 | 2,582,477 |
Total operating expenses | 6,422,327 | 4,094,485 | 12,445,714 | 8,580,900 |
INCOME FROM OPERATIONS | 1,135,285 | 853,106 | 2,425,600 | 1,929,479 |
OTHER INCOME (EXPENSE) | ||||
Interest income (expenses) | (75,112) | (23,708) | (75,112) | (49,538) |
Other financing expenses | 0 | (37,447) | (9,000) | (37,447) |
Other non-operating income (expense) | 60,403 | 10,455 | 9,591 | 17,852 |
Total other (expenses), net | (14,709) | (50,700) | (74,521) | (69,133) |
INCOME BEFORE INCOME TAXES | 1,120,576 | 802,406 | 2,351,079 | 1,860,346 |
PROVISION FOR INCOME TAXES | 322,715 | 226,930 | 665,690 | 522,874 |
NET INCOME | $ 797,861 | $ 575,476 | $ 1,685,389 | $ 1,337,472 |
WEIGHTED AVERAGE NUMBER OF COMMON STOCK | ||||
Basic | 26,491,103 | 20,204,496 | 26,487,816 | 20,204,496 |
Diluted | 26,491,103 | 20,204,496 | 26,487,816 | 20,204,496 |
EARNINGS PER SHARE | ||||
Basic | $ 0.030 | $ 0.028 | $ 0.064 | $ 0.066 |
Diluted | $ 0.030 | $ 0.028 | $ 0.064 | $ 0.066 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholder's Equity - USD ($) | Common Stock [Member] | Class B Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, September 30, 2020, unaudited at Jun. 30, 2020 | $ 20,204 | $ 14,000 | $ (14,000) | $ 389,490 | $ 2,520,822 | $ 2,930,516 |
Beginning balance, shares at Jun. 30, 2020 | 20,204,496 | 14,000,000 | ||||
Net income | 761,996 | 761,996 | ||||
Balance, December 31, 2020, unaudited at Sep. 30, 2020 | $ 20,204 | $ 14,000 | (14,000) | 389,490 | 3,282,818 | 3,692,512 |
Ending balance, shares at Sep. 30, 2020 | 20,204,496 | 14,000,000 | ||||
Net income | 575,476 | 575,476 | ||||
Cash for Class B common stock | 14,000 | 14,000 | ||||
Balance, December 31, 2020, unaudited at Dec. 31, 2020 | $ 20,204 | $ 14,000 | 389,490 | 3,858,294 | 4,281,988 | |
Ending balance, shares at Dec. 31, 2020 | 20,204,496 | 14,000,000 | ||||
Balance, September 30, 2020, unaudited at Jun. 30, 2021 | $ 26,449 | 23,214,263 | 1,745,073 | 24,985,785 | ||
Beginning balance, shares at Jun. 30, 2021 | 26,448,663 | |||||
Net income | 887,528 | 887,528 | ||||
Restricted stock units vested | 103,054 | 103,054 | ||||
Balance, December 31, 2020, unaudited at Sep. 30, 2021 | $ 26,449 | 23,317,317 | 2,632,601 | 25,976,367 | ||
Ending balance, shares at Sep. 30, 2021 | 26,448,663 | |||||
Balance, September 30, 2020, unaudited at Jun. 30, 2021 | $ 26,449 | 23,214,263 | 1,745,073 | 24,985,785 | ||
Beginning balance, shares at Jun. 30, 2021 | 26,448,663 | |||||
Balance, December 31, 2020, unaudited at Dec. 31, 2021 | $ 26,489 | 23,371,712 | 3,430,462 | 26,828,663 | ||
Ending balance, shares at Dec. 31, 2021 | 26,488,682 | |||||
Balance, September 30, 2020, unaudited at Sep. 30, 2021 | $ 26,449 | 23,317,317 | 2,632,601 | 25,976,367 | ||
Beginning balance, shares at Sep. 30, 2021 | 26,448,663 | |||||
Net income | 797,861 | 797,861 | ||||
Restricted stock units vested | 54,435 | 54,435 | ||||
Restricted shares issued for vested RSUs | $ 40 | (40) | ||||
Restricted shares issued for vested RSUs ,shares | 40,019 | |||||
Balance, December 31, 2020, unaudited at Dec. 31, 2021 | $ 26,489 | $ 23,371,712 | $ 3,430,462 | $ 26,828,663 | ||
Ending balance, shares at Dec. 31, 2021 | 26,488,682 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,685,389 | $ 1,337,472 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Depreciation expense | 8,894 | 4,869 |
Inventory reserve | 55,958 | |
Credit loss reserve | 70,000 | 0 |
Stock-based compensation expense | 157,489 | 0 |
Amortization of debt issuance costs | 44,203 | 0 |
Non-cash operating lease expense | (11,425) | 27,567 |
Preferred stock warrant expense | 0 | 8,047 |
Change in operating assets and liabilities | ||
Accounts receivable | (7,727,169) | (416,040) |
Inventories | (6,898,717) | (3,003,928) |
Prepayments and other current assets | (2,111,371) | (1,522,806) |
Non-current prepayments | 215,834 | 0 |
Other non-current assets | (229,599) | (96,930) |
Accounts payable | 604,965 | 1,463,175 |
Credit cards payable | (34,001) | (48,702) |
Customer deposit | (69,246) | (66,658) |
Other payables and accrued liabilities | 2,412,063 | 325,024 |
Income taxes payable | (416,310) | 521,843 |
Net cash used in operating activities | (12,243,043) | (1,467,067) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (56,424) | (55,751) |
Net cash used in investing activities | (56,424) | (55,751) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from related parties | 0 | 157,624 |
Payments to related parties | 0 | (120,498) |
Proceeds from short-term loans | 1,604,292 | 15,100,625 |
Payments of financing fees | (796,035) | |
Payments on short-term loans | (1,767,061) | (14,407,495) |
Payments on long-term loans | (17,059) | 0 |
Proceeds from long-term loan | 7,715,383 | 0 |
Shares issued | 0 | 359,000 |
Net cash provided by financing activities | 6,739,520 | 1,089,256 |
CHANGES IN CASH | (5,559,947) | (433,562) |
CASH AND CASH EQUIVALENT, beginning of year | 6,651,705 | 977,635 |
CASH AND CASH EQUIVALENT, end of year | 1,091,758 | 544,073 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 1,082,000 | 0 |
Cash paid for interest | 0 | 49,538 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: | ||
Right of use assets acquired under new operating leases | $ 0 | $ 2,346,200 |
Nature of business and organiza
Nature of business and organization | 6 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and organization | Note 1 - Nature of business and organization iPower Inc., formerly known as BZRTH Inc., a Nevada corporation (the “Company”), was incorporated on April 11, 2018. The Company is principally engaged in the marketing and sale of advanced indoor and greenhouse lighting, ventilation systems, nutrients, growing media, grow tents, trimming machines, pumps and accessories mainly in the North America. Effective on March 1, 2020, as amended and restated pursuant to an agreement dated October 26, 2020, the Company entered into an agreement with E Marketing Solution Inc. (“E Marketing”), an entity incorporated in California and owned by one of the shareholders of the Company. Pursuant to the terms of the agreement, the Company agreed to provide technical support, management services and other services on an exclusive basis in relation to E Marketing’s business during the term of the agreement. The Company also agreed to fund E Marketing for operational cash flow needs and bear the risk of E Marketing’s losses from operations and E Marketing agreed that iPower has rights to E Marketing’s net profits, if any. Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity of E Marketing or its assets subject to assumption of all of its liabilities. E Marketing was considered a variable interest entity (“VIE”). On May 18, 2021, the Company acquired 100% equity ownership of E Marketing. As a result, E Marketing has become the Company’s wholly owned subsidiary. On September 4, 2020, the Company entered into an agreement with Global Product Marketing Inc. (“GPM”), an entity incorporated in the State of Nevada on September 4, 2020. GPM was then wholly owned by Chenlong Tan, the Chairman, CEO and President and one of the majority shareholders of the Company. Pursuant to the terms of the agreement, the Company was to provide technical support, management services and other services on an exclusive basis in relation to GPM’s business during the term of the Agreement. In addition, the Company agreed to fund GPM for operational cash flow needs and bear the risk of GPM’s losses from operations and GPM agreed that the Company has the right to GPM’s net profits, if any. Under the terms of the agreement, the Company may at any time, at its option, acquire for nominal consideration 100% of either the equity of GPM or its assets subject to assumption of all of its liabilities. GPM was considered a VIE. On May 18, 2021, the Company acquired 100 |
Basis of Presentation and Summa
Basis of Presentation and Summary of significant accounting policies | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of significant accounting policies | Note 2 – Basis of Presentation and Summary of significant accounting policies Basis of presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2022, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Annual Report for the year ended June 30, 2021, which are included in Form 10-K filed on September 28, 2021. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, E Marketing Solution Inc. and Global Product Marketing Inc. All inter-company balances and transactions have been eliminated. Reclassifications Certain prior period expense accounts have been reclassified in conformity with current period presentation including reclassification of $1.10 million from general administrative expenses to selling and fulfillment expenses for the six months ended December 31, 2020. The reclassification had no effect to the company’s unaudited condensed consolidated statements of operations, statements of cash flow or statements of changes in stockholders’ equity. Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand and bank deposits. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $ 250,000 Accounts receivable, net During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for credit loss is required. In July 2020, the Company adopted ASU 2016-13, Topics 326 - Credit Loss, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology, for its accounting standard for its trade accounts receivable. The Company evaluates the creditworthiness of all of its customers individually before accepting them and continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses: · the customer fails to comply with its payment schedule; · the customer is in serious financial difficulty; · a significant dispute with the customer has occurred regarding job progress or other matters; · the customer breaches any of its contractual obligations; · the customer appears to be financially distressed due to economic or legal factors; · the business between the customer and the Company is not active; and · other objective evidence indicates non-collectability of the accounts receivable. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in calculation of allowance for credit losses the potential impact of the COVID-19 pandemic on our customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses. Fair values of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities approximate fair values due to their short-term nature. For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Revenue recognition The Company has adopted Accounting Standards Codification (“ASC”) 606 since its inception on April 11, 2018 and recognizes revenue from product sales in the United States, Canada, Europe, and other regions, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized when it is shipped to the customer. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. The Company evaluates the criteria of ASC 606 - Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross. Payments received prior to the delivery of goods to customers are recorded as customer deposits. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses. Advertising costs Advertising costs are expensed as incurred. Total advertising and promotional costs included in selling and fulfillment expenses for the three and six months were as following: Schedule of advertising costs Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Advertising and promotion $ 578,565 $ 391,907 $ 1,211,981 $ 720,956 Cost of revenue Cost of revenue mainly consists of costs for purchases of products and related inbound freight and delivery fees. Inventory, net Inventory consists of finished goods ready for sale and is stated at the lower of cost or market. The Company values its inventory using the weighted average costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling and fulfillment expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated market value. The Company also reviews inventory for slow moving inventory and obsolescence and records allowance for obsolescence. Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and, hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. For the six months ended December 31, 2021, sales through Amazon to Canada had increased to approximately 14% of the Company’s total sales. The Company’s long-lived assets are all located in California, United States, and majority of the Company’s revenues are derived from within the United States. Therefore, no geographical segments are presented. Leases On its inception date, April 11, 2018, the Company adopted ASC 842 – Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. The Company will recognize forfeitures of such equity-based compensation as they occur. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception, April 11, 2018, and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Nevada and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that our income tax filing positions and deductions will be sustained upon audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Commitments and contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Earnings per share Basic earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised. Recently issued accounting pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amends the guidance for the derivatives scope exception for contracts in an entity’s own equity for purposes of reducing form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard becomes effective for the Company on July 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company does not expect the adoption of this standard have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020; however, early adoption is permitted. Adoption of this standard did not have a material impact on the consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. |
Accounts receivable, net
Accounts receivable, net | 6 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts receivable, net | Note 3 - Accounts receivable, net Accounts receivable, net for the Company consisted of the following as of the dates indicated below: Schedule of accounts receivable December 31, 2021 June 30, 2021 Accounts receivable $ 15,623,516 $ 7,896,347 Less: allowance for credit losses (70,000 ) – Total accounts receivable, net $ 15,553,516 $ 7,896,347 There was $ 70,000 0 |
Inventories, net
Inventories, net | 6 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 4 – Inventories, net As of December 31, 2021 and June 30, 2021, inventories consisted of finished goods ready for sale, net of allowance for obsolescence, amounted to $ 19,908,500 13,065,741 As of December 31, 2021 and June 30, 2021, allowance for obsolescence was $ 151,532 95,574 55,958 |
Prepayments and other current a
Prepayments and other current assets | 6 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Current Assets | |
Prepayments and other current assets | Note 5 – Prepayments and other current assets As of December 31, 2021 and June 30, 2021, prepayments and other current assets consisted of the following: Schedule of prepayments and other current assets December 31, 2021 June 30, 2021 Advance to suppliers $ 5,697,217 $ 3,969,625 Prepaid expenses and other receivables 1,107,154 723,375 Total $ 6,804,371 $ 4,693,000 Other receivables consisted of delivery fees of $ 197,416 178,581 |
Non-current prepayments
Non-current prepayments | 6 Months Ended |
Dec. 31, 2021 | |
Non-current Prepayments | |
Non-current prepayments | Note 6 – Non-current prepayments Non-current prepayments included $ 1.06 84,425 1,141,458 1,357,292 107,917 215,834 0 |
Loans payable
Loans payable | 6 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loans payable | Note 7 – Loans payable Short-term loans Revolving credit facility On May 3, 2019, the Company entered into an agreement with WFC Fund LLC (“WFC") for a revolving loan of up to $2,000,000. The revolving loan bore interest equal to the prime rate plus 4.25% per annum on the outstanding amount. On May 26, 2020, the Loan and Security Agreement was amended and restated as a Receivable Purchase Agreement (the “Original RPA”). On November 16, 2020, the Original RPA was further amended and restated (the “Restated RPA”) to increase the credit limit of the revolving credit facility from $2,000,000 to $3,000,000. The Restated RPA bears a discount rate of 3.055555%, subject to a rebate of 0.0277% per day. During the three months ended September 30, 2021, the Company terminated the Restated RPA and paid off the balance due to WFC. As of December 31, 2021 and June 30, 2021, the outstanding balance due under the RPA was $ 0 162,769 Long-term loan SBA loan payable On April 18, 2020, the Company entered into an agreement with the U.S. Small Business Administration (“SBA”) for a loan of $500,000 under Section 7(b) of the Small Business Act pursuant to which we issued a promissory note (the “SBA Note”) to the SBA. The SBA Note bears interest at the rate of 3.75% per annum and matures 30 years from the date of the SBA Note. Monthly installment payments, including principal and interest, will begin twelve months from the date of the SBA Note. As of December 31, 2021 and June 30, 2021, the outstanding balance of the SBA Note was $ 470,756 487,815 29,244 441,512 458,571 Asset-based revolving loan On November 12, 2021, the Company entered to a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, for an asset-based revolving loan (“ABL”) of up to $ 25 · Borrowing base equal to the sum of Ø Up to 90% of eligible credit card receivables Ø Up to 85% of eligible trade accounts receivable Ø Up to the lesser of (i) 65% of cost of eligible inventory or (ii) 85% of net orderly liquidation value of eligible inventory · Interest rates of between LIBOR plus 2% and LIBOR plus 2.25% depending on utilization · Undrawn fee of between 0.25% and 0.375% depending on utilization · Maturity Date of November 12, 2024 In addition, the ABL includes an accordion feature that allows the Company to borrow up to an additional $25 million. To secure complete payment and performance of the secured obligations, the Company granted a security interest in all of its right, title and interest in, to and under all of the Company’s assets as collateral to the ABL. Upon closing of the ABL, the Company paid $796,035 financing fees including 2% of $25.0 million or $500,000 paid to its financial advisor. 44,203 30,909 6,963,551 30,909 |
Related party transactions
Related party transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 8 – Related party transactions On December 1, 2018, the Company acquired certain assets and assumed liabilities from BizRight, LLC, an entity owned and managed by the founders and officers of the Company and the purchase price was recorded as payable due to related parties. During the six months ended December 31, 2020, the Company recorded proceeds of $ 157,624 120,498 0 |
Income taxes
Income taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 9 – Income taxes On December 22, 2017, the President of the United States signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”). The Tax Legislation significantly revised the U.S. tax code by (i) lowering the U.S. federal statutory income tax rate from 35% to 21%, (ii) implementing a territorial tax system, (iii) imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, (iv) requiring a current inclusion of global intangible low taxed income of certain earnings of controlled foreign corporations in U.S. federal taxable income, (v) creating the base erosion anti-abuse tax regime, (vi) implementing bonus depreciation that will allow for full expensing of qualified property, and (vii) limiting deductibility of interest and executive compensation expense, among other changes. The Company has computed its tax expenses using the new statutory rate effective on January 1, 2018 of 21%. Other provisions of the new legislation include, but are not limited to, limiting deductibility of interest and executive compensation expense. These additional items have been considered in the income tax provision for the six months ended December 31, 2021 and 2020 and the impact was not material to the overall financial statements. The income tax provision for the three and six months ended December 31, 2021 and 2020 consisted of the following: Schedule of provision for income tax expense Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Current: Federal $ 222,339 $ 155,348 $ 456,968 $ 357,351 States 100,376 71,582 208,722 165,523 Total current income tax provision 322,715 226,930 665,690 522,874 Deferred: Federal – – – – States – – – – Total deferred taxes – – – – Total provision for income taxes $ 322,715 $ 226,930 $ 665,690 $ 522,874 The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2018 to 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates: Schedule of reconciliation of effective income tax rate Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Statutory tax rate Federal 21.00 21.00 21.00 21.00 State 8.84 8.84 8.84 8.84 Net effect of state income tax deduction and other permanent differences ( 1.04 ( 1.56 ( 1.53 ( 1.74 Effective tax rate 28.80 28.28 28.31 28.10 As of December 31, 2021 and June 30, 2021, the income taxes payable was $ 374,513 790,823 |
Earnings per share
Earnings per share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | Note 10 – Earnings per share The following table sets forth the computation of basic and diluted earnings per share for the periods presented: Schedule of computation of earnings per share Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Numerator: Net Income $ 797,861 $ 575,476 $ 1,685,389 $ 1,337,472 Denominator: Weighted-average shares used in computing basic and diluted earnings per share* Basic 26,491,103 20,204,496 26,487,816 20,204,496 Diluted 26,491,103 20,204,496 26,487,816 20,204,496 Earnings per share: Basic $ 0.030 $ 0.028 $ 0.064 $ 0.066 Diluted $ 0.030 $ 0.028 $ 0.064 $ 0.066 * On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Class A Common Stock of the Company. The computation of basic and diluted EPS was retroactively adjusted for all periods presented. * The computation of basic and diluted EPS did not include the Class B Common Stock as the holders of Class B Common Stock have no dividend or liquidation right until such time as their shares of Class B Common Stock have been converted into Class A Common Stock. * The computation of diluted EPS did not include the underlying shares of warrants calculated using treasury method for the three and six months ended December 31, 2021 as the exercise price was greater than the market price of the shares. * For the three and six months ended December 31, 2021, the 51,232 |
Equity
Equity | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 11 – Equity Common Stock The Company was incorporated in Nevada on April 11, 2018. As of September 30, 2021, the total authorized shares of capital stock were 200,000,000 shares consisting of 180,000,000 shares of Common Stock (“Common Stock”) and 20,000,000 shares of preferred stock (the “Preferred Stock”), each with a par value of $0.001 per share. On November 16, 2020, the Company filed an amended and restated articles of incorporation in Nevada to consummate a 2-for-1 forward split The holders of Class A Common Stock shall be entitled to one vote per share in voting or consenting to the election of directors and for all other corporate purposes. The Company issued 20,000,000 shares to its founders at inception. On January 15, 2020, pursuant to a rescission and mutual release agreement with an unrelated company, the Company issued 204,496 427,010 On October 20, 2020, the Company entered into stock purchase agreements with Chenlong Tan and Allan Huang (the “Founders”) pursuant to which each of the Founders received 7,000,000 0.001 14,000 The Class B Common Stock was entitled to ten (10) votes per share in voting or consenting to the election of directors and for all other corporate purposes. In accordance with the Company’s amended and restated articles of incorporation, the Class B Common Stock was eligible to convert into shares of Class A Common Stock, on a ten-for-one basis, at any time following twelve (12) months after the Company’s completion of the initial public offering of its Class A Common Stock. Holders of Class B Common Stock had no dividend or liquidation rights until such time as their shares of Class B Common Stock were converted into shares of Class A Common Stock. As of June 30, 2020, the outstanding shares of Class B Common Stock were retroactively stated as 14,000,000 and 14,000,000, respectively. Effective April 14, 2021, the Company amended its articles of incorporation to allow conversion of its Class B Common Stock at any time after issuance. On that same date, the Class B Common stockholders, Chenlong Tan and Allan Huang, elected to convert all of their 14,000,000 outstanding shares of the Company’s Class B Common Stock into 1,400,000 shares of Class A Common Stock. On April 23, 2021, the Company further amended and restated its articles of incorporation to eliminate the Class A and Class B Common Stock designations and authorize for issuance a total of 180,000,000 shares which are solely designated as Common Stock. On May 14, 2020, the Company closed its initial public offering (“IPO”) under a registration statement effective May 11, 2021, in which it issued and sold 3,360,000 504,000 16.6 On May 14, 2021, upon closing on the Company’s IPO, the Series A convertible preferred stock and Convertible Notes were converted into an aggregate of 955,716 On May 14, 2021, the Company issued 24,451 During the quarter ended December 31, 2021, the Company issued to 40,019 As of December 31, 2021 and June 30, 2021, there were 26,488,682 26,448,663 Preferred Stock The Preferred Stock was authorized as “blank check” series of Preferred Stock, providing that the Board of Directors is expressly authorized, subject to limitations prescribed by law, by resolution or resolutions and by filing a certificate pursuant to the applicable law of the State of Nevada, to provide, out of the authorized but unissued shares of Preferred Stock, for series of Preferred Stock, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. As of December 31, 2021 and June 30, 2021, there were no shares of Preferred Stock was issued and outstanding. Equity Incentive Plan On May 5, 2021, the Company’s Board adopted, and its stockholders approved and ratified, the iPower Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”). The Plan allows for the issuance of up to 5,000,000 Following completion of the IPO on May 11, 2021, pursuant to their letter agreements, the Company awarded 46,546 11,745 13,216 71,507 50,905 4,000 16,602 54,435 157,489 46,935 Information relating to RSU grants is summarized as follows: Schedule of RSU activity Total RSUs Issued Total Fair Market Value of RSUs Issued as Compensation (1) RSU's granted, but not vested, at June 30, 2021 24,409 RSUs granted 24,961 $ 102,370 RSUs forfeited (4,000 ) RSUs vested (28,768 ) RSUs granted, but not vested, at December 31, 2021 16,602 _____________________ (1) The total fair value was based on the current stock price on the grant date. As of December 31, 2021, of the 28,768 vested RSUs, 17,882 10,886 |
Warrants
Warrants | 6 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | Note 12 – Warrants On January 27, 2021, the Company completed a private placement offering pursuant to which the Company sold to two accredited investors an aggregate of $ 3,000,000 In connection with the Convertible Note offering, the Company also issued placement agent warrants to purchase 7.0% of the shares of Common Stock underlying the Convertible Notes exercisable at the conversion price of the Convertible Note (the “Conversion Price”). The placement agent warrants had an exercise period of five years from the issuance date. On May 14, 2021, upon closing of its IPO, the Company remeasured the warrants to fair value using the Modified Black Scholes Option Pricing Model, based on the expected fair value of the underlying stock with the following assumptions: Schedule of assumptions for warrant liabilities As of May 14, 2021 Expected term 1 day to 3 years Expected volatility 3.3% to 58% Risk-free interest rate 0.35% to 0.92% Expected dividend rate 0 Probability 100 As of May 14, 2021, the fair value of the warrant liabilities was $ 1,361,347 4,610 1,324,668 32,069 617,593 Upon closing the IPO on May 14, 2021, the Placement Agent exercised its warrants in full to purchase a total of 24,451 685,715 5.0 |
Concentration of risk
Concentration of risk | 6 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of risk | Note 13 - Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. As of December 31, 2021 and June 30, 2021, $ 1,091,758 6,651,705 250,000 0.48 5.4 Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. The Company maintains reserves for estimated credit losses, and such losses have generally been within expectations. Customer and vendor concentration risk For the six months ended December 31, 2021 and 2020, Amazon Vendor and Amazon Seller customers accounted for 89 77 98 98 For the six months ended December 31, 2021 and 2020, two suppliers accounted for 29 22 7 33 22 11 17 11 10 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 14 - Commitments and contingencies Lease commitment The Company has adopted ASC842 since its inception date, April 11, 2018. The Company has entered into a lease agreement for office and warehouse space with a lease period from December 1, 2018 until December 31, 2020. On August 24, 2020, the Company negotiated for new terms to extend the lease. As a result, the lease term was amended and extended through December 31, 2023. On September 1, 2020, in addition to the primary fulfillment center, the Company leased a second fulfillment center in City of Industry, California. The base rental fee is $27,921 to $29,910 per month through October 31, 2023. Total commitment for the full term of these leases is $ 2,346,200 1,473,397 1,819,421 1,544,049 1,901,496 Three Months Ended December 31, 2021 and 2020: Schedule of lease cost and other information Lease cost 12/31/2021 12/31/2020 Operating lease cost (included in selling and fulfillment expenses in the Company's statement of operations) $ 205,517 $ 213,423 Other information Cash paid for amounts included in the measurement of lease liabilities $ 212,694 $ 179,785 Remaining term in years 1.75 2.75 Average discount rate - operating leases 8 8 Six Months Ended December 31, 2021 and 2020: Lease cost 12/31/2021 12/31/2020 Operating lease cost (included in selling and fulfillment expenses in the Company's statement of operations) $ 411,034 $ 369,959 Other information Cash paid for amounts included in the measurement of lease liabilities $ 422,457 $ 342,392 Remaining term in years 1.75 2.75 Average discount rate - operating leases 8 8 The supplemental balance sheet information related to leases for the period is as follows: Supplemental balance sheet information related to leases Operating leases 12/31/2021 6/30/2021 Right of use asset - non-current $ 1,473,397 $ 1,819,421 Lease Liability - current 766,759 731,944 Lease Liability - non-current 777,290 1,169,552 Total operating lease liabilities $ 1,544,049 $ 1,901,496 Maturities of the Company’s lease liabilities are as follows: Schedule of maturities of lease liabilities Operating Lease For years ending June 30: 2022 $ 425,388 2023 859,881 2024 371,640 Less: Imputed interest/present value discount (112,860 ) Present value of lease liabilities $ 1,544,049 On July 28, 2021, the Company entered into a Lease agreement (the “Lease Agreement”) with 9th & Vineyard, LLC, a Delaware limited liability company (the “Landlord”), to lease from the Landlord approximately 99,347 square feet of space located at 8798 9th Street, Rancho Cucamonga, California (the “Premises”). The Company expects to use the Premises for the storage and distribution of hydroponic equipment, lighting and garden accessories, home products, pet products, other consumer products and other ancillary uses. The term of the Lease Agreement is for 62 months, commencing on the date on which the Landlord completes certain proscribed improvements on the property (the “Rent Commencement Date”). The Lease Agreement does not provide for an option to renew. Under the terms of the Lease Agreement, the Company paid an initial security deposit of $ 228,498 Schedule of rent commencement Months Price Per Square Foot of the Premises Per Month Monthly Base Rent 1-12 $ 1.15 per square foot per month $ 114,249 13-24 $ 1.19 per square foot per month $ 118,222 25-36 $ 1.23 per square foot per month $ 122,196 37-48 $ 1.27 per square foot per month $ 126,170 49-60 $ 1.31 per square foot per month $ 130,144 61-62 $ 1.36 per square foot per month $ 135,111 In addition, the Company will be responsible for its pro rata share of certain costs, including utility costs, insurance and common area costs, as further detailed in the Lease Agreement. Following the Rent Commencement Date, the first two months of the Base Rent will be abated. During the six months ended December 31, 2021, the Company had no Contingencies Except as disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, other than the proceeding detailed below, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company. Pursuant to an engagement agreement, dated and effective August 31, 2020 (the “Engagement Agreement”), with Boustead Securities LLC (“Boustead”), the Company engaged Boustead to act as its exclusive placement agent for private placements of its securities and as a potential underwriter for its initial public offering. On February 28, 2021, the Company informed Boustead that it was terminating the Engagement Agreement and any continuing obligations the Company may have had under its terms. On April 15, 2021, the Company provided formal written notice to Boustead of its termination of the Engagement Agreement and all obligations thereunder, effective immediately. On April 30, 2021, Boustead filed a statement of claim with the Financial Institute Regulatory Authority, or FINRA, demanding to arbitrate the dispute, and is seeking, among other things, monetary damages against the Company and D.A. Davidson & Co. (who acted as underwriter in the Company’s IPO). The FINRA arbitration has been scheduled for June 20, 2022. The Company has agreed to indemnify D.A. Davidson & Co. and the other underwriters against any liability or expense they may incur or be subject to arising out of the Boustead dispute. Additionally, Chenlong Tan, the Company’s Chairman, President and Chief Executive Officer and a beneficial owner more than 5% of the Company’s Common Stock, has agreed to reimburse the Company for any judgments, fines and amounts paid or actually incurred by the Company or an indemnitee in connection with such legal action or in connection with any settlement agreement entered into by the Company or an indemnitee up to a maximum of $3.5 million in the aggregate, with the sole source of funding of such reimbursement to come from sales of shares then owned by Mr. Tan. In an effort to contain or slow the COVID-19 outbreak, authorities across the world have implemented various measures, some of which have been subsequently rescinded or modified, including travel bans, stay-at-home orders and shutdowns of certain businesses. The Company anticipates that these actions and the global health crisis caused by the COVID-19 outbreak, including any resurgences, will continue to negatively impact global economic activity. While the COVID-19 outbreak has not had a material adverse impact on the Company’s operations to date, it is difficult to predict all of the positive or negative impacts the COVID-19 outbreak will have on the Company’s business. |
Subsequent events
Subsequent events | 6 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 15 - Subsequent events On January 14, 2022, the board of directors (the “Board”) of iPower, Inc., a Nevada corporation (the “Company”), approved the Company’s entry into a joint venture agreement, dated January 13, 2022 (the “Box Harmony Joint Venture Agreement”), with Titanium Plus Autoparts, Inc., a California corporation (“TPA”), Tony Chiu (“Chiu”) and Bin Xiao (“Xiao”). Pursuant to the terms of the Box Harmony Joint Venture Agreement, the parties formed a Nevada limited liability company, Box Harmony, LLC (“Box Harmony”), for the principal purpose of providing logistic services primarily for foreign-based manufacturers or distributors who desire to sell their products online in the United States with such logistic services to include, without limitation, receiving, storing and transporting such products. Following entry into the Box Harmony Joint Venture Agreement, Box Harmony issued a total of 6,000 certificated units of membership interest, designated as Class A voting units (“Equity Units”), as follows: (i) the Company agreed to contribute $50,000 in cash and agreed to provide Box Harmony with the use and access to certain warehouse facilities leased by the Company (see below) in exchange for 2,400 Equity Units in Box Harmony, and (ii) TPA received 1,200 Equity Units in exchange for (a) $1,200 and contributing the TPA IP License referred to below, (b) its existing and future customer contracts, and (c) granting Box Harmony the use of shipping accounts (Fedex and UPS) and all other TPA carrier contracts, and (iii) Bin received 2,400 Equity Units in exchange for $2,400 and his agreement to manage the day to day operations of Box Harmony. Under the terms of the Box Harmony limited liability operating agreement (the “LLC Agreement”), TPA and Xiao each granted to the Company an unconditional and irrevocable right and option to purchase from Xiao and TPA at any time within the first 18 months following January 13, 2022, up to 1,200 Class A voting units, at an exercise price of $550 per Class A voting unit, for a total exercise price of up to $660,000. If such option is fully exercised, the Company would own 3,600 Equity Units or 60% of the total outstanding Equity Units. The LLC Agreement prohibits the issuance of additional Equity Units and certain other actions unless approved in advance by the Company. Pursuant to the Box Harmony Joint Venture Agreement, on January 13, 2022, the Company and Box Harmony entered into a facility and use access sublease agreement (the “Facility and Use Access Agreement”), pursuant to which the Company will sublease to Box Harmony a portion of its leased warehouses located in California. Under such Facility and Use Access Agreement, Box Harmony would pay the Company a pro-rata portion of all rent and other charges based on the amount of square feet of rentable space sublet to and used by Box Harmony. Further pursuant to the terms of the Box Harmony Joint Venture Agreement, on January 13, 2022, Box Harmony, TPA and Xiao entered into a consulting agreement (“Consulting Agreement”), pursuant to which Xiao and TPA will provide management consulting services to assist Box Harmony in conducting its business. Additionally, on January 13, 2022, TPA, Xiao and Chiu entered into a license agreement (“License Agreement”) pursuant to which TPA licensed certain intellectual property rights to Box Harmony. As of the date of this filing, there was no activities conducted by Box Harmony yet. On February 4, 2022, the board of directors (the “Board”) of the Company approved the Company’s entry into a joint venture agreement with Bro Angel, LLC, Jie Shan and Bing Luo (the “GSM Joint Venture Agreement”). Pursuant to the terms of the GSM Joint Venture Agreement, dated February 10, 2022, the parties formed a Nevada limited liability company, Global Social Media, LLC (“GSM”), for the principal purpose of providing a social media platform, contents and services to assist businesses, including the Company and other businesses, in the marketing of their products. Following entry into the GSM Joint Venture Agreement, GSM issued 10,000 certificated units of membership interest (the “GSM Equity Units”), of which the Company was issued 6,000 GSM Equity Units and Bro Angel was issued 4,000 GSM Equity Units. Messrs. Shin and Luo are the owners of 100% of the equity of Bro Angel. Under the terms of the GSM limited liability operating agreement (the “GSM LLC Agreement”), the Company contributed $100,000 to the capital of GSM and Bro Angel granted GSM an exclusive worldwide paid up right and license to use all intellectual property of Bro Angel and its members for the purpose of furthering the proposed business of GSM. The LLC Agreement prohibits the issuance of additional GSM Equity Units and certain other actions unless approved in advance by the Company. Pursuant to the GSM Joint Venture Agreement, the Company and GSM also intend to enter into an occupancy management agreement pursuant to which the Company shall agree to grant to GSM the right to have access to and use up to approximately 4,000 square feet of office space along with internet access at the Company’s facility located at 2399 Bateman Avenue, Irwindale, CA 91010. It is contemplated that only approximately 300-400 square feet will be initially used by GSM. As of the date of this filing, there was no activities conducted by GSM yet. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of significant accounting policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2022, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Annual Report for the year ended June 30, 2021, which are included in Form 10-K filed on September 28, 2021. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, E Marketing Solution Inc. and Global Product Marketing Inc. All inter-company balances and transactions have been eliminated. |
Reclassifications | Reclassifications Certain prior period expense accounts have been reclassified in conformity with current period presentation including reclassification of $1.10 million from general administrative expenses to selling and fulfillment expenses for the six months ended December 31, 2020. The reclassification had no effect to the company’s unaudited condensed consolidated statements of operations, statements of cash flow or statements of changes in stockholders’ equity. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand and bank deposits. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $ 250,000 |
Accounts receivable, net | Accounts receivable, net During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for credit loss is required. In July 2020, the Company adopted ASU 2016-13, Topics 326 - Credit Loss, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology, for its accounting standard for its trade accounts receivable. The Company evaluates the creditworthiness of all of its customers individually before accepting them and continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses: · the customer fails to comply with its payment schedule; · the customer is in serious financial difficulty; · a significant dispute with the customer has occurred regarding job progress or other matters; · the customer breaches any of its contractual obligations; · the customer appears to be financially distressed due to economic or legal factors; · the business between the customer and the Company is not active; and · other objective evidence indicates non-collectability of the accounts receivable. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in calculation of allowance for credit losses the potential impact of the COVID-19 pandemic on our customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit losses. |
Fair values of financial instruments | Fair values of financial instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities approximate fair values due to their short-term nature. For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. |
Revenue recognition | Revenue recognition The Company has adopted Accounting Standards Codification (“ASC”) 606 since its inception on April 11, 2018 and recognizes revenue from product sales in the United States, Canada, Europe, and other regions, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized when it is shipped to the customer. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. The Company evaluates the criteria of ASC 606 - Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross. Payments received prior to the delivery of goods to customers are recorded as customer deposits. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred. Total advertising and promotional costs included in selling and fulfillment expenses for the three and six months were as following: Schedule of advertising costs Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Advertising and promotion $ 578,565 $ 391,907 $ 1,211,981 $ 720,956 |
Cost of revenue | Cost of revenue Cost of revenue mainly consists of costs for purchases of products and related inbound freight and delivery fees. |
Inventory, net | Inventory, net Inventory consists of finished goods ready for sale and is stated at the lower of cost or market. The Company values its inventory using the weighted average costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling and fulfillment expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated market value. The Company also reviews inventory for slow moving inventory and obsolescence and records allowance for obsolescence. |
Segment reporting | Segment reporting The Company follows ASC 280, Segment Reporting. The Company’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole and, hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. For the six months ended December 31, 2021, sales through Amazon to Canada had increased to approximately 14% of the Company’s total sales. The Company’s long-lived assets are all located in California, United States, and majority of the Company’s revenues are derived from within the United States. Therefore, no geographical segments are presented. |
Leases | Leases On its inception date, April 11, 2018, the Company adopted ASC 842 – Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Stock-based Compensation | Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. The Company will recognize forfeitures of such equity-based compensation as they occur. |
Income taxes | Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception, April 11, 2018, and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Nevada and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that our income tax filing positions and deductions will be sustained upon audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. |
Commitments and contingencies | Commitments and contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. |
Earnings per share | Earnings per share Basic earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities to issue common stock were exercised. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).” This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amends the guidance for the derivatives scope exception for contracts in an entity’s own equity for purposes of reducing form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard becomes effective for the Company on July 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company does not expect the adoption of this standard have a material impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020; however, early adoption is permitted. Adoption of this standard did not have a material impact on the consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. |
Subsequent events | Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of significant accounting policies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of advertising costs | Schedule of advertising costs Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Advertising and promotion $ 578,565 $ 391,907 $ 1,211,981 $ 720,956 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable December 31, 2021 June 30, 2021 Accounts receivable $ 15,623,516 $ 7,896,347 Less: allowance for credit losses (70,000 ) – Total accounts receivable, net $ 15,553,516 $ 7,896,347 |
Prepayments and other current_2
Prepayments and other current assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Prepayments And Other Current Assets | |
Schedule of prepayments and other current assets | Schedule of prepayments and other current assets December 31, 2021 June 30, 2021 Advance to suppliers $ 5,697,217 $ 3,969,625 Prepaid expenses and other receivables 1,107,154 723,375 Total $ 6,804,371 $ 4,693,000 |
Income taxes (Tables)
Income taxes (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax expense | Schedule of provision for income tax expense Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Current: Federal $ 222,339 $ 155,348 $ 456,968 $ 357,351 States 100,376 71,582 208,722 165,523 Total current income tax provision 322,715 226,930 665,690 522,874 Deferred: Federal – – – – States – – – – Total deferred taxes – – – – Total provision for income taxes $ 322,715 $ 226,930 $ 665,690 $ 522,874 |
Schedule of reconciliation of effective income tax rate | Schedule of reconciliation of effective income tax rate Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Statutory tax rate Federal 21.00 21.00 21.00 21.00 State 8.84 8.84 8.84 8.84 Net effect of state income tax deduction and other permanent differences ( 1.04 ( 1.56 ( 1.53 ( 1.74 Effective tax rate 28.80 28.28 28.31 28.10 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of earnings per share | Schedule of computation of earnings per share Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Numerator: Net Income $ 797,861 $ 575,476 $ 1,685,389 $ 1,337,472 Denominator: Weighted-average shares used in computing basic and diluted earnings per share* Basic 26,491,103 20,204,496 26,487,816 20,204,496 Diluted 26,491,103 20,204,496 26,487,816 20,204,496 Earnings per share: Basic $ 0.030 $ 0.028 $ 0.064 $ 0.066 Diluted $ 0.030 $ 0.028 $ 0.064 $ 0.066 * On November 16, 2020, the Company implemented a 2-for-1 forward split of the issued and outstanding shares of Class A Common Stock of the Company. The computation of basic and diluted EPS was retroactively adjusted for all periods presented. * The computation of basic and diluted EPS did not include the Class B Common Stock as the holders of Class B Common Stock have no dividend or liquidation right until such time as their shares of Class B Common Stock have been converted into Class A Common Stock. * The computation of diluted EPS did not include the underlying shares of warrants calculated using treasury method for the three and six months ended December 31, 2021 as the exercise price was greater than the market price of the shares. * For the three and six months ended December 31, 2021, the 51,232 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of RSU activity | Schedule of RSU activity Total RSUs Issued Total Fair Market Value of RSUs Issued as Compensation (1) RSU's granted, but not vested, at June 30, 2021 24,409 RSUs granted 24,961 $ 102,370 RSUs forfeited (4,000 ) RSUs vested (28,768 ) RSUs granted, but not vested, at December 31, 2021 16,602 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of assumptions for warrant liabilities | Schedule of assumptions for warrant liabilities As of May 14, 2021 Expected term 1 day to 3 years Expected volatility 3.3% to 58% Risk-free interest rate 0.35% to 0.92% Expected dividend rate 0 Probability 100 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lease cost and other information | Schedule of lease cost and other information Lease cost 12/31/2021 12/31/2020 Operating lease cost (included in selling and fulfillment expenses in the Company's statement of operations) $ 205,517 $ 213,423 Other information Cash paid for amounts included in the measurement of lease liabilities $ 212,694 $ 179,785 Remaining term in years 1.75 2.75 Average discount rate - operating leases 8 8 Six Months Ended December 31, 2021 and 2020: Lease cost 12/31/2021 12/31/2020 Operating lease cost (included in selling and fulfillment expenses in the Company's statement of operations) $ 411,034 $ 369,959 Other information Cash paid for amounts included in the measurement of lease liabilities $ 422,457 $ 342,392 Remaining term in years 1.75 2.75 Average discount rate - operating leases 8 8 |
Supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases Operating leases 12/31/2021 6/30/2021 Right of use asset - non-current $ 1,473,397 $ 1,819,421 Lease Liability - current 766,759 731,944 Lease Liability - non-current 777,290 1,169,552 Total operating lease liabilities $ 1,544,049 $ 1,901,496 |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities Operating Lease For years ending June 30: 2022 $ 425,388 2023 859,881 2024 371,640 Less: Imputed interest/present value discount (112,860 ) Present value of lease liabilities $ 1,544,049 |
Schedule of rent commencement | Schedule of rent commencement Months Price Per Square Foot of the Premises Per Month Monthly Base Rent 1-12 $ 1.15 per square foot per month $ 114,249 13-24 $ 1.19 per square foot per month $ 118,222 25-36 $ 1.23 per square foot per month $ 122,196 37-48 $ 1.27 per square foot per month $ 126,170 49-60 $ 1.31 per square foot per month $ 130,144 61-62 $ 1.36 per square foot per month $ 135,111 |
Nature of business and organi_2
Nature of business and organization (Details Narrative) | May 18, 2021 |
G P M [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership Percentage | 100.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Advertising and promotion | $ 578,565 | $ 391,907 | $ 1,211,981 | $ 720,956 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of significant accounting policies (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Accounting Policies [Abstract] | ||
Excess FDIC amount | $ 250,000 | $ 250,000 |
Accounts receivable (Details)
Accounts receivable (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 15,623,516 | $ 7,896,347 |
Less: allowance for credit losses | (70,000) | |
Total accounts receivable, net | $ 15,553,516 | $ 7,896,347 |
Accounts receivable, net (Detai
Accounts receivable, net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 70,000 | $ 70,000 | $ 0 | $ 0 |
Inventories, net (Details Narra
Inventories, net (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |||
Inventory, net | $ 19,908,500 | $ 13,065,741 | |
Inventory, LIFO Reserve | 151,532 | $ 95,574 | |
Inventory, LIFO Reserve, Period Charge | $ 55,958 |
Prepayments and other current_3
Prepayments and other current assets (Details) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Total prepayments and other current assets | $ 6,804,371 | $ 4,693,000 |
Advance To Suppliers [Member] | ||
Total prepayments and other current assets | 5,697,217 | 3,969,625 |
Prepaid And Other [Member] | ||
Total prepayments and other current assets | $ 1,107,154 | $ 723,375 |
Prepayments and other current_4
Prepayments and other current assets (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Prepayments And Other Current Assets | ||
Delivery fees receivable | $ 197,416 | $ 178,581 |
Non-current prepayments (Detail
Non-current prepayments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Offsetting Assets [Line Items] | |||||
Non-current prepayments | $ 1,141,458 | $ 1,141,458 | $ 1,357,292 | ||
Amortization expenses | 107,917 | $ 0 | 215,834 | $ 0 | |
Product Sourcing [Member] | |||||
Offsetting Assets [Line Items] | |||||
Non-current prepayments | 1,060 | 1,060 | |||
Car Prepayment [Member] | |||||
Offsetting Assets [Line Items] | |||||
Non-current prepayments | $ 84,425 | $ 84,425 |
Loans payable (Details Narrativ
Loans payable (Details Narrative) - USD ($) | Nov. 12, 2021 | Dec. 31, 2021 | Nov. 16, 2021 | Nov. 16, 2020 | Jun. 30, 2021 |
Line of Credit Facility [Line Items] | |||||
Loan payable - current | $ 29,244 | $ 29,244 | |||
Loan payable - noncurrent | 441,512 | 458,571 | |||
Proceeds from loan | $ 25,000,000 | ||||
Maturity date | Nov. 12, 2024 | ||||
[custom:LoanPayableDescription] | Upon closing of the ABL, the Company paid $796,035 financing fees including 2% of $25.0 million or $500,000 paid to its financial advisor. | ||||
Amortization of Debt Discount (Premium) | 44,203 | ||||
Interest Expense, Other | 30,909 | ||||
Asset-based Revolving Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Debt, Gross | 6,963,551 | ||||
Interest Payable | 30,909 | ||||
SBA Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loan payable | 470,756 | 487,815 | |||
Loan payable - noncurrent | 441,512 | 458,571 | |||
Two Unrelated Parties [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loans Payable | $ 0 | $ 162,769 | |||
Revolving Credit Facility [Member] | WFC Fund [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit interest rate | discount rate of 3.055555%, subject to a rebate of 0.0277% per day. |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | $ 0 | $ 157,624 | ||
Repayments of Related Party Debt | 0 | 120,498 | ||
Biz Right [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | $ 157,624 | |||
Repayments of Related Party Debt | $ 120,498 | |||
Due to Related Parties | $ 0 | $ 0 |
Schedule of provision for incom
Schedule of provision for income tax expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||
Federal | $ 222,339 | $ 155,348 | $ 456,968 | $ 357,351 |
States | 100,376 | 71,582 | 208,722 | 165,523 |
Total current income tax provision | 322,715 | 226,930 | 665,690 | 522,874 |
Deferred: | ||||
Federal | ||||
States | ||||
Total deferred taxes | ||||
Total provision for income taxes | $ 322,715 | $ 226,930 | $ 665,690 | $ 522,874 |
Income taxes (Details - Reconci
Income taxes (Details - Reconcilation of effective income tax rate) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | 21.00% | 21.00% | 21.00% | 21.00% |
Net effect of state income tax deduction and other permanent differences | 1.04% | 1.56% | 1.53% | 1.74% |
Effective tax rate | 28.80% | 28.28% | 28.31% | 28.10% |
CANADA | ||||
State Of California | 8.84% | 8.84% | 8.84% | 8.84% |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Income taxes payable | $ 374,513 | $ 790,823 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 797,861 | $ 575,476 | $ 1,685,389 | $ 1,337,472 |
Weighted-average shares, Basic | 26,491,103 | 20,204,496 | 26,487,816 | 20,204,496 |
Weighted-average shares, Diluted | 26,491,103 | 20,204,496 | 26,487,816 | 20,204,496 |
Earnings per share - Basic | $ 0.030 | $ 0.028 | $ 0.064 | $ 0.066 |
Earnings per share - Diluted | $ 0.030 | $ 0.028 | $ 0.064 | $ 0.066 |
Restricted Stock Units Shares | 51,232 |
Equity (Details)
Equity (Details) | 6 Months Ended | |
Dec. 31, 2021USD ($)shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs vested | (51,232) | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSU's outstanding at beginning | 24,409 | |
RSUs granted | 24,961 | |
Total Fair Market Value of RSUs Issued as Compensation | $ | $ 102,370 | [1] |
RSUs forfeited | (4,000) | |
RSUs vested | (28,768) | |
RSU's outstanding at ending | 16,602 | |
[1] | The total fair value was based on the current stock price on the grant date. |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 23, 2021 | May 14, 2021 | Nov. 16, 2020 | Jan. 15, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Oct. 20, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 11, 2021 | May 14, 2020 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 0 | $ 359,000 | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 40,019 | |||||||||||
Common stock, shares issued | 26,488,682 | 26,488,682 | 26,448,663 | |||||||||
Common stock, shares outstanding | 26,488,682 | 26,488,682 | 26,448,663 | |||||||||
Share-based Payment Arrangement, Noncash Expense | $ 157,489 | $ 0 | ||||||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 46,935 | $ 46,935 | ||||||||||
Stock issued for RSU's vested | 17,882 | 17,882 | ||||||||||
Stock to be issued for RSU's vested | 10,886 | 10,886 | ||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option granted | 13,216 | 71,507 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 50,905 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 4,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 16,602 | 16,602 | ||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 54,435 | $ 157,489 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Three Employees [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option granted | 11,745 | |||||||||||
Restricted Stock Units (RSUs) [Member] | Letter Agreements [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Option granted | 46,546 | |||||||||||
Equity Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | 5,000,000 | ||||||||||
Boustead Securities L L C [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrnat exercise | 24,451 | |||||||||||
IPO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued new, shares | 3,360,000 | |||||||||||
Proceeds from Issuance or Sale of Equity | $ 16,600 | |||||||||||
IPO [Member] | Underwriters [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued new, shares | 504,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock split | 2-for-1 forward split | |||||||||||
Stock issued for settlemtn payment, shares | 204,496 | |||||||||||
Stock issued for settlemtn payment, value | $ 427,010 | |||||||||||
Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued new, shares | 7,000,000 | |||||||||||
Share price | $ 0.001 | |||||||||||
Stock issued new, value | $ 14,000 | |||||||||||
Series A Convertible Preferred Stock [Member] | Convertible Notes [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares converted | 955,716 |
Warrant liabilities (Details -
Warrant liabilities (Details - Assumptions) - Warrant Liability [Member] | 10 Months Ended |
May 14, 2021 | |
Measurement Input, Expected Term [Member] | |
Offsetting Assets [Line Items] | |
Fair value measurement assumptions | 1 day to 3 years |
Measurement Input, Price Volatility [Member] | |
Offsetting Assets [Line Items] | |
Fair value measurement assumptions | 3.3% to 58% |
Measurement Input, Risk Free Interest Rate [Member] | |
Offsetting Assets [Line Items] | |
Fair value measurement assumptions | 0.35% to 0.92% |
Measurement Input, Expected Dividend Rate [Member] | |
Offsetting Assets [Line Items] | |
Fair value measurement assumptions | 0 |
Measurement Input Probablity [Member] | |
Offsetting Assets [Line Items] | |
Fair value measurement assumptions | 100 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Jan. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | May 14, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from sale of equity | $ 0 | $ 359,000 | |||
Fair value of warrant liabilities | $ 1,361,347 | ||||
Fair Value Adjustment of Warrants | $ 617,593 | ||||
Outstanding warrants | 685,715 | 685,715 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||
Placement Agent [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants Exercised | 24,451 | ||||
Preferred Stock Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of warrant liabilities | $ 4,610 | ||||
Convertible Note Investors [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of warrant liabilities | 1,324,668 | ||||
Placement Agent Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Fair value of warrant liabilities | $ 32,069 | ||||
Two Accredited Investors [Member] | Private Placement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from sale of equity | $ 3,000,000 | ||||
Boustead Securities L L C [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Warrants Exercised | 24,451 |
Concentration of risk (Details
Concentration of risk (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | $ 1,091,758 | $ 544,073 | $ 6,651,705 | $ 977,635 |
Federal Deposit Insurance Corporation | 250,000 | 250,000 | ||
FDIC insurance limit | $ 480,000 | $ 5,400,000 | ||
Cost of Sales [Member] | Product Concentration Risk [Member] | Two Suppliers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 29.00% | 33.00% | ||
Cost of Sales [Member] | Product Concentration Risk [Member] | One Suppliers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 22.00% | 22.00% | ||
Cost of Sales [Member] | Product Concentration Risk [Member] | Another Suppliers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 7.00% | 11.00% | ||
Accounts Payable [Member] | Product Concentration Risk [Member] | One Supplier [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 17.00% | 11.00% | ||
Accounts Payable [Member] | Product Concentration Risk [Member] | Another Supplier [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 10.00% | |||
Amazon Vendor And Amazon Seller [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 89.00% | 77.00% | ||
Amazon Vendor And Amazon Seller [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 98.00% | 98.00% |
Commitments and contingencies_2
Commitments and contingencies (Details - Lease cost) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 205,517 | $ 213,423 | $ 411,034 | $ 369,959 |
Cash paid for amounts included in the measurement of lease liabilities | $ 212,694 | $ 179,785 | $ 422,457 | $ 342,392 |
Lease remaining term | 1 year 9 months | 2 years 9 months | 1 year 9 months | 2 years 9 months |
Average discount rate - operating leases | 8.00% | 8.00% | 8.00% | 8.00% |
Commitments and contingencies_3
Commitments and contingencies (Details - Balance Sheet) - USD ($) | Dec. 31, 2021 | Jun. 30, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right of use asset - non-current | $ 1,473,397 | $ 1,819,421 |
Lease Liability - current | 766,759 | 731,944 |
Lease Liability - non-current | 777,290 | 1,169,552 |
Total operating lease liabilities | $ 1,544,049 | $ 1,901,496 |
Commitments and contingencies_4
Commitments and contingencies (Details - Lease maturity) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 425,388 |
2023 | 859,881 |
2024 | 371,640 |
Less: Imputed interest/present value discount | (112,860) |
Present value of lease liabilities | $ 1,544,049 |
Commitments and contingencies_5
Commitments and contingencies (Details - Rent commencement) | 6 Months Ended |
Dec. 31, 2021USD ($) | |
1-12 Months [Member] | |
Description of price per square foot per month | 1.15 per square foot per month |
Monthly base rent | $ 114,249 |
13-24 Months [Member] | |
Description of price per square foot per month | 1.19 per square foot per month |
Monthly base rent | $ 118,222 |
25-36 Months [Member] | |
Description of price per square foot per month | 1.23 per square foot per month |
Monthly base rent | $ 122,196 |
37-48 Months [Member] | |
Description of price per square foot per month | 1.27 per square foot per month |
Monthly base rent | $ 126,170 |
49-60 Months [Member] | |
Description of price per square foot per month | 1.31 per square foot per month |
Monthly base rent | $ 130,144 |
61-62 Months [Member] | |
Description of price per square foot per month | 1.36 per square foot per month |
Monthly base rent | $ 135,111 |
Commitments and contingencies_6
Commitments and contingencies (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease commitment | $ 2,346,200 | |
Operating lease, right of use asset | 1,473,397 | $ 1,819,421 |
Operating lease liability | 1,544,049 | $ 1,901,496 |
Deposits | 228,498 | |
Rental fees | $ 0 |