NOCERA, INC. Goodwill & Intangibles Disclosure
Note 9 GOODWILL AND INTANGIBLE ASSETS, NET
As of December 31, 2025 and 2024, goodwill and other intangible assets consisted of the followings:
| December 31, 2025 | December 31, 2024 | |||||||
| Goodwill | $ | $ | ||||||
| Goodwill - Meixin | – | 3,905,735 | ||||||
| Goodwill - Xinca | – | 1,351,703 | ||||||
| Goodwill - SY Culture | – | 230,015 | ||||||
| Less: Goodwill impairment - Meixin | – | (3,409,725 | ) | |||||
| Less: Goodwill impairment - Xinca | – | (1,351,703 | ) | |||||
| Balance at end of year | – | 726,025 | ||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Intangible assets - Customer relations | $ | $ | ||||||
| Acquisitions | – | 135,325 | ||||||
| Less: Accumulated amortization | – | (37,500 | ) | |||||
| Balance at end of year | – | 97,825 | ||||||
During the year ended December 31, 2024, the Company recognized a goodwill impairment charge of $1,159,172 related to the Meixin reporting unit, which was primarily driven by the loss of a major customer and the associated termination of a significant contract that materially impacted the projected future cash flows of the reporting unit. This charge does not impact the Company’s cash flows or liquidity position but reflects a reduction in the carrying value of goodwill due to updated expectations of future performance.
During the year ended December 31, 2024, the Company identified triggering events, including a significant decline in operating performance, continued net losses, and adverse changes in e-commerce market conditions, particularly in the PRC where the Company conducts a substantial portion of its operations, as well as a significant reduction in the Company’s net asset value. Based on the results of the impairment test, the Company determined that the carrying amount exceeded its estimated fair value and accordingly recognized a full impairment of goodwill of $1,351,703 for the year ended December 31, 2024. The impairment assessment involves significant judgment, and changes in key assumptions could have resulted in a different conclusion.
During the year ended December 31, 2025, the Company disposed of Meixin and SY Culture as described in Note 2. As a result of these disposals, the carrying amounts of goodwill and intangible assets associated with Meixin and SY Culture were fully derecognized, and no balance remained as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 15, 2026 | Showing above |
| 2024 | May 6, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Mar 23, 2022 | |
| 2020 | Apr 15, 2021 | |
| 2019 | May 14, 2020 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.