GOODWILL AND INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2012

NOTE 7 — GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill by reportable operating segment (refer to Note 4 – Geographic and Segment Reporting for discussion of our reportable operating segments) for the six months ended June 30, 2012 are as follows (in thousands):


	Licenses			Maintenance Services			Professional Services			Total
Balance as of December 31, 2011	$	542,243		$	307,881		$	8,320		$	858,444
Acquisitions		—			6,760			—			6,760
Adjustments		(221	)		(280	)		(33	)		(534	)⁽¹⁾

Balance as of June 30, 2012	$	542,022		$	314,361		$	8,287		$	864,670

(1)	Goodwill adjustments primarily relate to the finalization of the tax effects of our acquisitions.

Intangible assets, net are comprised of the following (in thousands):


	June 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization and Impairments			Net		Gross Carrying Amount		Accumulated Amortization and Impairments			Net
Acquired technology and IPR&D ⁽¹⁾	$	247,181	$	(172,458	)	$	74,723	$	244,680	$	(157,944	)	$	86,736
Customer relationships		124,017		(79,343	)		44,674		122,918		(67,193	)		55,725
Non-compete agreements		15,298		(14,230	)		1,068		15,068		(13,896	)		1,172
Trademarks and trade names ⁽²⁾		19,596		(13,218	)		6,378		19,596		(12,843	)		6,753

	$	406,092	$	(279,249	)	$	126,843	$	402,262	$	(251,876	)	$	150,386

(1)	IPR&D projects were identified and valued related to our acquisitions. These projects are continually assessed for impairment. Upon completion, these projects will be amortized over their estimated useful life.

(2)	Trademarks and trade names include $0.8 million in trade names related to our acquisition of PacketTrap that have an indefinite useful life, and as such are not being amortized.

During the first quarter of 2012, customer relationships of $3.4 million related to ChangeBase became impaired. The impairment loss of $3.4 million was recorded in Amortization of other purchased intangible assets in our condensed consolidated statements of operations.

Amortization expense for intangible assets was $12.0 million and $27.4 million for the three months and six months ended June 30, 2012, respectively. This compares to $9.6 million and $18.2 million for the three months and six months ended June 30, 2011, respectively.

Estimated annual amortization expense related to amortizing intangible assets reflected on our June 30, 2012 condensed consolidated balance sheet is as follows (in thousands):


	Estimated Annual Amortization Expense
2012 (remaining 2 quarters)	$	19,023
2013		29,518
2014		27,027
2015		18,759
2016 and thereafter		31,716

Total accumulated amortization	$	126,043

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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QUEST SOFTWARE INC 10-Q