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Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Note 7 – Goodwill

Changes in the net carrying value of goodwill by segment are as follows (in thousands):

	Verification and Certification Segment		Software Sales and Related Consulting Segment			Consolidated
January 1, 2019	$	1,133	$	2,011		$	3,144
Impairment		-		(198	)		(198	)
December 31, 2019	$	1,133	$	1,813		$	2,946
Transfer of assets		814		(814	)		-
December 31, 2020	$	1,947	$	999		$	2,946

Annual Impairment Test of Goodwill

We performed a qualitative assessment on our ICS and Validus reporting units (within our reportable operating segment: Verification and Certification Segment) for our 2020 annual test and concluded that it was more-likely-than-not that the fair value of the reporting unit exceeded its carrying value and, therefore, a two-step impairment test was not necessary. The qualitative assessment compares current performance, expectations and other indicators against what was expected as part of the most recent Step 1 valuation. Consequently, the key estimates and assumptions related to the most recent Step 1 valuation pertaining to this reporting unit had not changed since our previous annual report.

For our 2020 annual test, we performed a quantitative assessment on our SureHarvest reporting unit. SureHarvest, which includes Postelsia, is the sole operating segment within the Software Sales and Related Consulting segment. We estimated the SureHarvest reporting unit’s fair value using a 14-year projection of discounted cash flows which incorporates planned growth rates, market-based discount rates and estimates of residual value. Additionally, we used a market-based, weighted-average cost of capital of 22.1% to discount the projected cash flows of those operations. Estimating the fair value of an individual reporting unit requires us to make assumptions and estimates regarding our future plans, industry and economic conditions and our actual results and conditions may differ over time. If the carrying value of a reporting unit’s net assets exceeds its fair value, the second step is applied to measure the difference between the carrying value and implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the goodwill is considered impaired and reduced to its implied fair value. In connection with our testing, we noted the SureHarvest reporting unit was more sensitive to near-term changes in discounted cash flow assumptions. As of December 31, 2020, the fair value did not exceed the carrying value of net assets by approximately 30.7%. As of December 31, 2019 the fair value did not exceed the carrying value of net assets by approximately 4.0%. An impairment of goodwill of approximately $0.2 millon was recognized as of December 31, 2019.