##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 000-31523
 IXIA
 (Exact name of Registrant as specified in its charter)
 California(State or other jurisdiction of 
incorporation or organization)
    
    95-4635982(I.R.S. Employer Identification No.)
 26601 West Agoura Road, Calabasas, CA 91302
 (Address of principal executive offices, including zip code)
 (818) 871-1800
 (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Common Stock(Class of Common Stock)
    
    62,405,026(Outstanding at April 30, 2009)




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##### 



IXIA
 TABLE OF CONTENTS
 Page NumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    3Condensed Consolidated Statements of Income for the three months ended March 31, 2009 and 2008
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    21Item 4. Controls and Procedures
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    23Item 1A. Risk Factors
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    23Item 5. Other Information
    
    23Item 6. Exhibits
    
    23SIGNATURES
    
    25EX-10.1EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



IXIA
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    28,046
    
    
    $
    192,791Short-term investments in marketable securities
    
    
    171,894
    
    
    
    9,850Accounts receivable, net of allowance for
doubtful accounts of $751 and $764 as of March
31, 2009 and December 31, 2008, respectively
    
    
    29,393
    
    
    
    34,001Inventories
    
    
    14,936
    
    
    
    14,966Deferred income taxes
    
    
    4,198
    
    
    
    4,855Prepaid expenses and other current assets
    
    
    4,368
    
    
    
    4,981Total current assets
    
    
    252,835
    
    
    
    261,444Investments in marketable securities
    
    
    2,252
    
    
    
    3,657Property and equipment, net
    
    
    17,651
    
    
    
    18,506Deferred income taxes
    
    
    18,483
    
    
    
    14,945Intangible assets, net
    
    
    9,334
    
    
    
    10,592Goodwill
    
    
    16,728
    
    
    
    16,728Other assets
    
    
    2,355
    
    
    
    2,554Total assets
    
    $
    319,638
    
    
    $
    328,426Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    3,324
    
    
    $
    4,729Accrued expenses
    
    
    16,416
    
    
    
    18,823Deferred revenues
    
    
    20,032
    
    
    
    19,558Income taxes payable
    
    
    335
    
    
    
    452Total current liabilities
    
    
    40,107
    
    
    
    43,562Deferred revenues
    
    
    5,847
    
    
    
    6,109Other liabilities
    
    
    5,785
    
    
    
    5,559Total liabilities
    
    
    51,739
    
    
    
    55,230Shareholders equity:Common stock, without par value; 200,000
shares authorized, 62,393 and 63,391 shares
issued and outstanding as of March 31, 2009
and December 31, 2008, respectively
    
    
    87,084
    
    
    
    92,386Additional paid-in capital
    
    
    111,927
    
    
    
    107,882Retained earnings
    
    
    69,191
    
    
    
    73,182Accumulated other comprehensive loss
    
    
    (303
    )
    
    
    (254
    )Total shareholders equity
    
    
    267,899
    
    
    
    273,196Total liabilities and shareholders equity
    
    $
    319,638
    
    
    $
    328,426
  3




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IXIA
 
 Condensed Consolidated Statements of Income
 (in thousands, except per share data)
  Three months endedMarch 31,2009
    
    
    2008Revenues:Products
    
    $
    30,081
    
    
    $
    34,934Services
    
    
    7,043
    
    
    
    6,717Total revenues
    
    
    37,124
    
    
    
    41,651Costs and operating expenses:(1)Cost of revenues  products
    
    
    7,566
    
    
    
    8,182Cost of revenues  amortization of purchased technology
    
    
    1,165
    
    
    
    1,220Cost of revenues  services
    
    
    943
    
    
    
    1,054Research and development
    
    
    11,866
    
    
    
    11,986Sales and marketing
    
    
    14,399
    
    
    
    14,702General and administrative
    
    
    6,224
    
    
    
    7,004Amortization of intangible assets
    
    
    160
    
    
    
    261Total costs and operating expenses
    
    
    42,323
    
    
    
    44,409Loss from operations
    
    
    (5,199
    )
    
    
    (2,758
    )Interest and other income, net
    
    
    561
    
    
    
    2,777Other-than-temporary impairment on investments
    
    
    (1,405
    )
    
    
    (Loss) income before income taxes
    
    
    (6,043
    )
    
    
    19Income tax benefit
    
    
    (2,052
    )
    
    
    (87
    )Net (loss) income
    
    $
    (3,991
    )
    
    $
    106(Loss) earnings per share:Basic
    
    $
    (0.06
    )
    
    $
    0.00Diluted
    
    $
    (0.06
    )
    
    $
    0.00Weighted average number of common and common equivalent
shares outstanding:Basic
    
    
    63,053
    
    
    
    67,948Diluted
    
    
    63,053
    
    
    
    68,922
 
 (1)
    
    Stock-based compensation included in: Cost of revenues  products
    
    $
    170
    
    
    $
    157Cost of revenues  services
    
    
    64
    
    
    
    60Research and development
    
    
    1,621
    
    
    
    1,109Sales and marketing
    
    
    1,264
    
    
    
    914General and administrative
    
    
    716
    
    
    
    696
  4




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IXIA
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
  Three months endedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (3,991
    )
    
    $
    106Adjustments to reconcile net (loss) income to net cash
provided by operating activities, net of effect of
acquisitions:Depreciation and amortization
    
    
    2,645
    
    
    
    2,968Amortization of purchased technology and intangible assets
    
    
    1,325
    
    
    
    1,481Stock-based compensation
    
    
    3,835
    
    
    
    2,936Deferred income taxes
    
    
    (2,881
    )
    
    
    39Impairment on investments
    
    
    1,405
    
    
    
    Tax benefit (shortfall) from stock option transactions
    
    
    210
    
    
    
    (614
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    (15
    )Changes in operating assets and liabilities, net of
effect of acquisitions:Accounts receivable, net
    
    
    4,608
    
    
    
    (1,535
    )Inventories
    
    
    30
    
    
    
    2,179Prepaid expenses and other current assets
    
    
    613
    
    
    
    (419
    )Other assets
    
    
    199
    
    
    
    (17
    )Accounts payable
    
    
    (1,405
    )
    
    
    (125
    )Accrued expenses
    
    
    (2,407
    )
    
    
    (291
    )Deferred revenues
    
    
    212
    
    
    
    (55
    )Income taxes payable and other liabilities
    
    
    109
    
    
    
    (430
    )Net cash provided by operating activities
    
    
    4,507
    
    
    
    6,208Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,858
    )
    
    
    (2,564
    )Purchases of available-for-sale securities
    
    
    (162,025
    )
    
    
    Proceeds from available-for-sale securities
    
    
    
    
    
    
    2,001Purchases of held-to-maturity securities
    
    
    
    
    
    
    (4,995
    )Proceeds from held-to-maturity securities
    
    
    
    
    
    
    5,061Purchases of other intangible assets
    
    
    (67
    )
    
    
    (77
    )Payments in connection with acquisitions
    
    
    
    
    
    
    (81
    )Net cash used in investing activities
    
    
    (163,950
    )
    
    
    (655
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    21
    
    
    
    712Repurchase of common stock
    
    
    (5,323
    )
    
    
    (8,252
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    15Net cash used in financing activities
    
    
    (5,302
    )
    
    
    (7,525
    )Net decrease in cash and cash equivalents
    
    
    (164,745
    )
    
    
    (1,972
    )Cash and cash equivalents at beginning of period
    
    
    192,791
    
    
    
    188,892Cash and cash equivalents at end of period
    
    $
    28,046
    
    
    $
    186,920
  5




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IXIA
 
 Notes to Condensed Consolidated Financial Statements
(unaudited)
 1. Business
  2. Basis of Presentation
   3. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    2,139
    
    
    $
    1,987Work in process
    
    
    4,854
    
    
    
    4,932Finished goods
    
    
    7,943
    
    
    
    8,047$
    14,936
    
    
    $
    14,966
 
 6




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4. Shareholders Equity
 Stock-Based Compensation
   Three Months EndedMarch 31,2009
    
    2008Expected life (in years)
    
    
    3.8
    
    
    
    4.1Risk-free interest rate
    
    
    1.3
    %
    
    
    2.5
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    47.8
    %
    
    
    49.7
    %
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise Price
    
    
    Contractual
    
    
    Intrinsicof Options
    
    
    Per Share
    
    
    Life (in years)
    
    
    ValueOutstanding as of December 31, 2008
    
    
    8,443
    
    
    $
    8.30Granted
    
    
    600
    
    
    
    4.96Exercised
    
    
    (15
    )
    
    
    1.37Forfeited/canceled
    
    
    (183
    )
    
    
    8.22Outstanding as of March 31, 2009
    
    
    8,845
    
    
    $
    8.09
    
    
    
    3.93
    
    
    $
    2,572Exercisable as of March 31, 2009
    
    
    4,080
    
    
    $
    8.20
    
    
    
    2.51
    
    
    $
    2,437
  WeightedAverage GrantNumber
    
    
    Date Fair Valueof Awards
    
    
    Per ShareOutstanding as of December 31, 2008
    
    
    1,475
    
    
    $
    6.77Awarded
    
    
    128
    
    
    
    5.00Released
    
    
    (51
    )
    
    
    9.26Forfeited/canceled
    
    
    (6
    )
    
    
    7.09Outstanding as of March 31, 2009
    
    
    1,546
    
    
    $
    6.62
 7




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Stock Buyback Program
  5. (Loss) Earnings Per Share
   Three months endedMarch 31,2009
    
    
    2008Numerator:Net (loss) income
    
    $
    (3,991
    )
    
    $
    106Denominator:Basic presentation:Weighted average common shares
    
    
    63,053
    
    
    
    67,948Denominator for basic calculation
    
    
    63,053
    
    
    
    67,948Diluted presentation:Shares used above
    
    
    63,053
    
    
    
    67,948Weighted average effect of dilutive stock
options and other share-based awards
    
    
    
    
    
    
    974Denominator for diluted calculation
    
    
    63,053
    
    
    
    68,922Basic (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.00Diluted (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.00
  8




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6. Concentrations
 Significant Customer
  Three months endedMarch 31,2009
    
    2008Amount of total revenues
    
    $
    6,850
    
    
    $
    10,567As a percentage of total revenues
    
    
    18.5
    %
    
    
    25.4
    %
  International Data
  Three months endedMarch 31,2009
    
    2008Amount of total revenues
    
    $
    16,728
    
    
    $
    13,816As a percentage of total revenues
    
    
    45.1
    %
    
    
    33.2
    %
   7. Fair Value Measurements
  9




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Level 1.
    
    Observable inputs such as quoted prices in active markets;
 Level 2.
    
    Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and
 Level 3.
    
    Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own
assumptions.
  March 31, 2009
    
    
    December 31, 2008Quoted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    QuotedPrices in
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Prices inActive
    
    
    Significant
    
    
    
    
    
    
    
    
    
    
    Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    Significant
    
    
    
    
    
    
    Markets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    Unobservable
    
    
    
    
    
    
    Identical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs
    
    
    
    
    
    
    Assets
    
    
    Inputs
    
    
    InputsFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Fair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Cash equivalents:(1)U.S. Treasury based money market funds
    
    $
    263
    
    
    $
    263
    
    
    $
    
    
    
    $
    
    
    
    $
    185,858
    
    
    $
    185,858
    
    
    $
    
    
    
    $
    U.S. Treasury securities
    
    
    19,998
    
    
    
    
    
    
    
    19,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Short-term investments:(1)U.S. Treasury securities
    
    
    162,045
    
    
    
    
    
    
    
    162,045
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Corporate debt securities
    
    
    9,849
    
    
    
    
    
    
    
    9,849
    
    
    
    
    
    
    
    9,850
    
    
    
    
    
    
    
    9,850
    
    
    
    Long-term investments:Auction rate securities (2)
    
    
    1,806
    
    
    
    
    
    
    
    
    
    
    
    1,806
    
    
    
    3,211
    
    
    
    
    
    
    
    
    
    
    
    3,211Corporate debt securities (1)
    
    
    446
    
    
    
    
    
    
    
    446
    
    
    
    
    
    
    
    446
    
    
    
    
    
    
    
    446
    
    
    
    Total financial assets
    
    $
    194,407
    
    
    $
    263
    
    
    $
    192,338
    
    
    $
    1,806
    
    
    $
    199,365
    
    
    $
    185,858
    
    
    $
    10,296
    
    
    $
    3,211
 
 (1)
    
    To estimate the fair value of our U.S. Treasury based money market funds and U.S.
Treasury securities, we use the estimated fair value per our investment brokerage/custodial
statement. To estimate the fair value of our corporate debt securities, we use up to three
indications of value, consisting of the estimated fair value per our investment
brokerage/custodial statement and non-binding market quotes.(2)
    
    Given the disruption in the auction process, there is no longer an actively quoted
market price for these securities. Accordingly, we utilized a model to estimate the fair
value of these auction rate securities based on, among other items: (i) the underlying
structure of each security; (ii) the present value of future principal, interest and/or
dividend payments discounted at the appropriate rate considering the market rate and
conditions; (iii) consideration of the probabilities of default, auction failure, or
repurchase at par for each period; and (iv) estimates of the recovery rates in the event of
default for each security. These estimated fair values could change significantly based on
future market conditions. 
 10




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Investments in Marketable Securities(Non-current)2009
    
    
    2008Beginning balance, January 1
    
    $
    3,211
    
    
    $
    14,345Unrealized loss recorded in other
comprehensive income
    
    
    
    
    
    
    (10
    )Unrealized loss recorded in earnings
    
    
    (1,405
    )
    
    
    Ending balance, March 31
    
    $
    1,806
    
    
    $
    14,335Unrealized losses recorded in earnings
for level 3 assets still held at March
31
    
    $
    (1,405
    )
    
    $
    
  8. Contingencies
 Ixia v. Charles Bettinelli and IneoQuest Technologies, Inc.
  IneoQuest Technologies, Inc. vs. Ixia.
 11




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9. Recent Accounting Pronouncements
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
  Revenues.
  13




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14




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Stock-Based Compensation.
  Cost of Revenues
  15




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
    
    changes in our pricing policies and those of our competitors;
    
    the pricing we are able to obtain from our component suppliers and contract
manufacturers;
    
    the mix of customers and sales channels through which our products are sold;
    
    the mix of our products sold, such as the mix of software versus hardware product
sales;
    
    new product introductions by us and by our competitors;
    
    demand for our products;
    
    expenses related to acquired technologies, such as royalties and amortization of
intangible assets; and
    
    production volume.
  Operating Expenses
     Interest and Other Income, Net.
 16




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Income Tax.
 RESULTS OF OPERATIONS
  Three months endedMarch 31,2009
    
    2008Revenues:Products
    
    
    81.0
    %
    
    
    83.9
    %Services
    
    
    19.0
    
    
    
    16.1Total revenues
    
    
    100.0
    
    
    
    100.0Costs and operating expenses:(1)Cost of revenues  products
    
    
    20.4
    
    
    
    19.6Cost of revenues  amortization of purchased technology
    
    
    3.1
    
    
    
    2.9Cost of revenues  services
    
    
    2.6
    
    
    
    2.5Research and development
    
    
    32.0
    
    
    
    28.8Sales and marketing
    
    
    38.7
    
    
    
    35.4General and administrative
    
    
    16.8
    
    
    
    16.8Amortization of intangible assets
    
    
    0.4
    
    
    
    0.6Total costs and operating expenses
    
    
    114.0
    
    
    
    106.6Loss from operations
    
    
    (14.0
    )
    
    
    (6.6
    )Interest and other income, net
    
    
    1.5
    
    
    
    6.7Other-than-temporary impairment on investments
    
    
    (3.8
    )
    
    
    (Loss) income before income taxes
    
    
    (16.3
    )
    
    
    0.1Income tax benefit
    
    
    (5.5
    )
    
    
    (0.2
    )Net (loss) income
    
    
    (10.8
    )%
    
    
    0.3
    %
 
 (1)
    
    Stock-based compensation included in: Cost of revenues  products
    
    
    0.5
    %
    
    
    0.4
    %Cost of revenues  services
    
    
    0.2
    
    
    
    0.1Research and development
    
    
    4.4
    
    
    
    2.7Sales and marketing
    
    
    3.4
    
    
    
    2.2General and administrative
    
    
    1.9
    
    
    
    1.7
 Comparison of Three Months Ended March 31, 2009 and 2008
 Revenues.
 17




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Cost of Revenues
 Research and Development Expenses.
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Amortization of Intangible Assets.
 Interest and Other Income, Net.
 Other-than-temporary Impairment on Investments.
 18




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Income Tax.
 LIQUIDITY AND CAPITAL RESOURCES
  Three Months Ended March 31,2009
    
    2008Cash, cash equivalents and investments
    
    $
    202,192
    
    
    $
    244,451Net cash provided by operating activities
    
    
    4,507
    
    
    
    6,208Net cash used in investing activities
    
    
    (163,950
    )
    
    
    (655
    )Net cash used in financing activities
    
    
    (5,302
    )
    
    
    (7,525
    )
      19




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Investments inMarketableSecurities(Non-current)Balance at December 31, 2008
    
    $
    3,211Unrealized loss recorded in earnings
    
    
    (1,405
    )Balance at March 31, 2009
    
    $
    1,806
   SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  20




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Sensitivity
  Exchange Rate Sensitivity
  21




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Inherent Limitations on Effectiveness of Controls
  22




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number of
    
    Approximate DollarShares Purchased
    
    Value of Sharesas Part of Publicly
    
    that mayAverage Price
    
    Announced
    
    yet be PurchasedTotal Number of
    
    Paid
    
    Plans or
    
    under the Plans orPeriod
    
    Shares Purchased
    
    Per Share
    
    Programs
    
    ProgramsJanuary 1  January 31
    
    
    148,535
    
    
    $
    5.14
    
    
    
    763,953
    
    
    $
    22,220,495February 1  February 28
    
    
    296,805
    
    
    
    5.36
    
    
    
    1,589,821
    
    
    
    21,456,542March 1  March 31
    
    
    619,216
    
    
    
    4.74
    
    
    
    2,937,672
    
    
    
    19,866,7211,064,556
    
    
    $
    4.97
    
    
    
    5,291,446
    
    
    
    16,929,049
 
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
 10.1
    
    Master Services Agreement dated January 29, 2009 between Plexus
Services Corp and Ixia
 23




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##### Table of Contents



31.1
    
    Certification of Chief Executive Officer of Ixia pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer of Ixia pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer
of Ixia pursuant to Rule 13a-14(b) under the Exchange Act and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 24




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##### Table of Contents



SIGNATURES
  IXIADate: May 7, 2009
    
    By:
    
    /s/ Atul Bhatnagar

Atul BhatnagarPresident and Chief Executive OfficerDate: May 7, 2009
    
    By:
    
    /s/ Thomas B. Miller

Thomas B. MillerChief Financial Officer
 25




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    Master Services Agreement dated January 29, 2009 between
Plexus Services Corp and Ixia31.1
    
    Certification of Chief Executive Officer of Ixia pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer of Ixia pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certifications of Chief Executive Officer and Chief Financial
Officer of Ixia pursuant to Rule 13a-14(b) under the Exchange
Act and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002