Business Combination and Goodwill

6 Months Ended

Nov. 30, 2024

Business Combination And Goodwill

Business Combination and Goodwill

Note 12. Business Combination and Goodwill

On May 28, 2020, ECXJ completed the acquisition of 100% equity interest of HZ CXJ. The Company are an automobile aftermarket products wholesaler, as well as an auto detailing store consultancy company in Hangzhou City, Zhejiang Province through this acquisition. The purchase consideration is $4,094,453, consists of 1,364,800 shares of the Company’s common stock issued to HZ CXJ’s original owner fair valued at the acquisition date. These shares were issued on May 28, 2020. The Company accounted for the acquisition using the purchase method of accounting for business combination under ASC 805. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities based on their estimated fair values as of the acquisition date.

The determination of fair values involves the use of significant judgment and estimates and in the case of HZ CXJ, this is with specific reference to acquired intangible asset. The judgments used to determine the estimated fair value assigned to assets acquired and liabilities assumed, as well as the intangible asset life and the expected future cash flows and related discount rate, can materially impact the Company’s consolidated financial statements. Significant inputs and assumptions used for the model included the amount and timing of expected future cash flows and discount rate. The Company utilized the assistance of a third-party valuation appraiser to determine the fair value as of the date of acquisition.

The purchase price was allocated on the acquisition date of HZ CXJ as follows:

	As of May 28, 2020
	$
Cash at banks and in hand		15,588
Trade receivables		70,423
Inventory on hand		124,658
Prepayments, other receivables and deposits		2,517,125
Due from a related party		1,282
Due to directors		119,405
Due from a shareholder		51,599
Operating lease right-of-use assets		189,604
Total assets		3,089,684

	$
Account Payable		(156,955	)
Advanced Receipts		(368,777	)
Accrued liabilities, other payable and deposits received		(3,007,879	)
Due to a related company		(2,000	)
Due to related parties		(29,932	)
Due to directors		(42	)
Operating lease liabilities, net of current portion		(80,882	)
Operating lease liabilities, non-current portion		(111,779	)
Total liabilities		(3,758,246	)
Net tangible liabilities		(668,562	)
Goodwill		4,763,015
Total purchase price		4,094,453

	$
Consideration in form of shares		4,094,453
Total consideration		4,094,453

Goodwill is tested for impairment annually as of the first day of fiscal May or more frequently when events or changes in circumstances indicate that impairment may have occurred. The Company performed its fourth quarter 2024 annual goodwill impairment test using a quantitative assessment for its HZ CXJ reporting unit. The quantitative assessment for HZ CXJ reporting unit indicated that its carrying amount exceeded its fair value, and resulted in an impairment charge of $1,049,984 in the fourth quarter of 2024. This non-cash impairment charge is presented within the General & Administrative Expenses line for 2024 in the accompanying Consolidated Statements of Operations. As at November 30, 2024, the goodwill balance is $1,742,577.

The fair value estimate for the HZ CXJ reporting unit was based on a blended analysis of the present value of future discounted cash flows and market value approach. The significant estimates used in the discounted cash flow model included the Company’s weighted average cost of capital, projected cash flows and the long-term rate of growth. Significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit.

The decline in the fair value of the HZ CXJ’s reporting unit has mainly resulted from changes to its projected revenue growth rates and timeline, which were finalized during the Company’s annual long-term planning process in the fourth quarter of 2024. The HZ CXJ reporting unit has been in operation since June 2019, therefore the Company has less experience estimating the operating performance of this reporting unit. The Company’s expected revenue increase has been slower than anticipated due to the time required to ramp up activity for new customers. In addition, during its long-term planning process performed, the Company made adjustments to reduce its forecasted spend on HZ CXJ in 2025 and beyond, which further impacted expected revenue growth rates and their timing. These changes in critical assumptions related to the reporting unit resulted in a reduction in its estimated fair value.

The Company will continue to evaluate the recoverability of goodwill at the reporting unit level on an annual basis and whenever events or changes in circumstances indicate there may be a potential impairment. If the operating results of the Company’s reporting units deteriorate in the future, it may cause the fair value of one or more of the reporting units to fall below their carrying value, resulting in additional goodwill impairment charges.

The goodwill value $4,763,015 is occurred on the acquisition. The impairment loss on goodwill of $1,049,984 and $641,050, were recognized during the year ended May 31, 2024 and 2023 respectively. The impairment loss on goodwill of $0 and $0, were recognized during the three months period ended November 30, 2024 and 2023 respectively. As of November 30, 2024, the balance of goodwill is $1,742,577.

During the annual impairment assessment, a quantitative assessment was conducted, which involved estimating the fair value of the reporting unit using the income approach.

Key assumptions in the quantitative assessment included:

(i) Discount rate: 16%

(ii) Projected sales and cost of sales: Based on a five-year forecast. Total sales and cost of sales are linked to the additional stores in operations for each year in the forecasted period.

(iii) Terminal growth rate: 2%

(iv) Inflation rate: 2%

The use of the estimates in the quantitative assessment are highly judgmental and actual results may differ significantly from what is currently assessed. Accordingly, fluctuations in any of the key attributes may result in a significant change in the projected cashflows underlying the quantitative assessment, which could have a material impact on the assessed values of goodwill.

The summary of impairment loss on goodwill is as below:

	$
Goodwill as of May 31, 2020		4,763,015
Impaired goodwill written off - May 31, 2021		(322,972	)
Goodwill as of May 31, 2021		4,440,043
Impaired goodwill written off - May 31, 2022		(1,006,432	)
Goodwill as of May 31, 2022		3,433,611
Impaired goodwill written off - May 31, 2023		(641,050	)
Goodwill as of May 31, 2023		2,792,561
Impaired goodwill written off - May 31, 2024		(1,049,984	)
Goodwill as of May 31, 2024		1,742,577

Disposal of subsidiary

On August 1, 2023, HZ CXJ disposed 51% of its equity interest of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) with the purchase consideration RMB1 in cash.

The purchase price was allocated on the disposal date of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd) as follow:

	As of August 1, 2023
	$
Cash at banks and in hand		2,804
Trade receivables		5,086
Inventory on hand		43,907
Prepayments, other receivables and deposits		28,993
Due from a related party		0
Operating lease right-of-use assets		4,135
Total assets		84,925

	$
Account Payables	(10,589	)
Accrued liabilities, other payables and deposits received	(15,656	)
Due to a related company	(11,157	)
Operating lease liabilities, net of current portion	(4,135	)
Total liabilities	(41,537	)
Net tangible assets	43,388
Share of 49% of non-controlling interest	21,260
51% of equity interest	22,128
Other comprehensive income	3,101
Loss on disposal	25,229
Total purchase price	-

The loss on disposal $25,229 is occurred on the disposal during the year ended May 31, 2024.