##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 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
    
    95-4635982(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 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
  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
    
    63,571,453(Class of Common Stock)
    
    (Outstanding at October 31, 2008)




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##### 



IXIA
 TABLE OF CONTENTS
 Page NumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of September
30, 2008 and December 31, 2007
    
    3Condensed Consolidated Statements of Income for the
three and nine months ended September 30, 2008 and 2007
    
    4Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 2008 and 2007
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    12Item 3. Quantitative and Qualitative Disclosures about Market
Risk
    
    22Item 4. Controls and Procedures
    
    23PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    24Item 5. Other Information
    
    25Item 6. Exhibits
    
    25SIGNATURES
    
    26EX-31.1EX-31.2EX-32.1
  2




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IXIA
 
 Condensed Consolidated Balance Sheets
(in thousands)
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    170,139
    
    
    $
    188,892Short-term investments in marketable securities
    
    
    4,998
    
    
    
    4,999Accounts receivable, net of allowance for
doubtful accounts of $749 and $614 as of
September 30, 2008 and December 31, 2007,
respectively
    
    
    37,234
    
    
    
    32,405Inventories
    
    
    11,477
    
    
    
    12,731Deferred income taxes
    
    
    5,707
    
    
    
    5,613Prepaid expenses and other current assets
    
    
    3,785
    
    
    
    3,385Total current assets
    
    
    233,340
    
    
    
    248,025Investments in marketable securities
    
    
    41,960
    
    
    
    54,609Property and equipment, net
    
    
    19,816
    
    
    
    21,433Deferred income taxes
    
    
    15,093
    
    
    
    13,543Intangible assets, net
    
    
    11,863
    
    
    
    14,147Goodwill
    
    
    16,728
    
    
    
    16,728Other assets
    
    
    2,453
    
    
    
    955Total assets
    
    $
    341,253
    
    
    $
    369,440Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    3,490
    
    
    $
    2,474Accrued expenses
    
    
    19,957
    
    
    
    19,440Deferred revenues
    
    
    18,950
    
    
    
    18,748Income taxes payable
    
    
    586
    
    
    
    1,304Total current liabilities
    
    
    42,983
    
    
    
    41,966Deferred revenues
    
    
    6,608
    
    
    
    7,167Other liabilities
    
    
    5,248
    
    
    
    3,807Total liabilities
    
    
    54,839
    
    
    
    52,940Shareholders equity:Common stock, without par value; 200,000
shares authorized, 63,563 and 68,171 shares
issued and outstanding as of September 30,
2008 and December 31, 2007, respectively
    
    
    93,864
    
    
    
    132,092Additional paid-in capital
    
    
    105,294
    
    
    
    98,157Retained earnings
    
    
    91,447
    
    
    
    89,077Accumulated other comprehensive loss
    
    
    (4,191
    )
    
    
    (2,826
    )Total shareholders equity
    
    
    286,414
    
    
    
    316,500Total liabilities and shareholders equity
    
    $
    341,253
    
    
    $
    369,440
  3




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IXIA
 
 Condensed Consolidated Statements of Income
(in thousands, except per share data)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Products
    
    $
    39,888
    
    
    $
    37,247
    
    
    $
    113,605
    
    
    $
    108,826Services
    
    
    7,436
    
    
    
    6,787
    
    
    
    21,290
    
    
    
    18,910Total revenues
    
    
    47,324
    
    
    
    44,034
    
    
    
    134,895
    
    
    
    127,736Costs and operating expenses:(1)Cost of revenues  products
    
    
    8,100
    
    
    
    8,523
    
    
    
    24,940
    
    
    
    24,757Cost of revenues  amortization of purchased
technology
    
    
    1,173
    
    
    
    1,220
    
    
    
    3,613
    
    
    
    3,976Cost of revenues  services
    
    
    965
    
    
    
    865
    
    
    
    3,153
    
    
    
    2,925Research and development
    
    
    12,483
    
    
    
    12,767
    
    
    
    36,999
    
    
    
    35,377Sales and marketing
    
    
    14,474
    
    
    
    13,944
    
    
    
    44,203
    
    
    
    42,253General and administrative
    
    
    6,526
    
    
    
    6,109
    
    
    
    19,668
    
    
    
    18,440Amortization of intangible assets
    
    
    201
    
    
    
    430
    
    
    
    669
    
    
    
    1,575Impairment of purchased technology and
intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,263Total costs and operating expenses
    
    
    43,922
    
    
    
    43,858
    
    
    
    133,245
    
    
    
    132,566Income (loss) from operations
    
    
    3,402
    
    
    
    176
    
    
    
    1,650
    
    
    
    (4,830
    )Interest and other income, net
    
    
    1,405
    
    
    
    2,818
    
    
    
    5,938
    
    
    
    8,429Other-than-temporary impairment on investments
    
    
    (4,298
    )
    
    
    
    
    
    
    (4,298
    )
    
    
    Income before income taxes
    
    
    509
    
    
    
    2,994
    
    
    
    3,290
    
    
    
    3,599Income tax expense
    
    
    26
    
    
    
    1,068
    
    
    
    920
    
    
    
    1,032Net income
    
    $
    483
    
    
    $
    1,926
    
    
    $
    2,370
    
    
    $
    2,567Earnings per share:Basic
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.04Diluted
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.04Weighted average number of common and common
equivalent shares outstanding:Basic
    
    
    63,473
    
    
    
    68,192
    
    
    
    65,580
    
    
    
    67,805Diluted
    
    
    64,416
    
    
    
    69,572
    
    
    
    66,539
    
    
    
    69,298
 
 (1) Stock-based compensation included in:Cost of revenues  products
    
    $
    120
    
    
    $
    157
    
    
    $
    368
    
    
    $
    383Cost of revenues  services
    
    
    45
    
    
    
    60
    
    
    
    140
    
    
    
    146Research and development
    
    
    866
    
    
    
    1,590
    
    
    
    2,749
    
    
    
    3,850Sales and marketing
    
    
    781
    
    
    
    1,130
    
    
    
    2,555
    
    
    
    3,496General and administrative
    
    
    552
    
    
    
    861
    
    
    
    1,920
    
    
    
    1,821
  4




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IXIA
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
  Nine months endedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    2,370
    
    
    $
    2,567Adjustments to reconcile net income to net cash provided by
operating activities, net of effect of acquisitions:Depreciation and amortization
    
    
    8,716
    
    
    
    8,658Amortization of purchased technology and intangible assets
    
    
    4,282
    
    
    
    5,551Impairment on investments
    
    
    4,298
    
    
    
    Impairment of purchased technology and intangible assets
    
    
    
    
    
    
    3,263Stock-based compensation
    
    
    7,732
    
    
    
    9,696Deferred income taxes
    
    
    (787
    )
    
    
    (1,652
    )Tax shortfall from stock option transactions
    
    
    (595
    )
    
    
    (324
    )Excess tax benefits from stock-based compensation
    
    
    (188
    )
    
    
    (207
    )Changes in operating assets and liabilities, net of
effect of acquisitions:Accounts receivable, net
    
    
    (4,829
    )
    
    
    5,925Inventories
    
    
    1,254
    
    
    
    654Prepaid expenses and other current assets
    
    
    (400
    )
    
    
    1,534Other assets
    
    
    (1,498
    )
    
    
    (445
    )Accounts payable
    
    
    1,016
    
    
    
    (795
    )Accrued expenses
    
    
    922
    
    
    
    474Deferred revenues
    
    
    (357
    )
    
    
    127Income taxes payable and other liabilities
    
    
    723
    
    
    
    (635
    )Net cash provided by operating activities
    
    
    22,659
    
    
    
    34,391Cash flows from investing activities:Purchases of property and equipment
    
    
    (7,117
    )
    
    
    (8,279
    )Purchases of available-for-sale securities
    
    
    
    
    
    
    (54,150
    )Proceeds from available-for-sale securities
    
    
    2,001
    
    
    
    161,850Purchases of held-to-maturity securities
    
    
    (8,924
    )
    
    
    (45,469
    )Proceeds from held-to-maturity securities
    
    
    13,071
    
    
    
    24,160Purchases of other intangible assets
    
    
    (203
    )
    
    
    (105
    )Payments in connection with acquisitions
    
    
    (2,200
    )
    
    
    (2,929
    )Net cash (used in) provided by investing activities
    
    
    (3,372
    )
    
    
    75,078Cash flows from financing activities:Proceeds from exercise of stock options and employee stock
purchase plan options
    
    
    2,581
    
    
    
    5,086Repurchase of common stock
    
    
    (40,809
    )
    
    
    (1,251
    )Excess tax benefits from stock-based compensation
    
    
    188
    
    
    
    207Net cash (used in) provided by financing activities
    
    
    (38,040
    )
    
    
    4,042Net (decrease) increase in cash and cash equivalents
    
    
    (18,753
    )
    
    
    113,511Cash and cash equivalents at beginning of period
    
    
    188,892
    
    
    
    64,644Cash and cash equivalents at end of period
    
    $
    170,139
    
    
    $
    178,155
  5




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IXIA
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1. Business
  2. Basis of Presentation
    3. Inventories
  September 30,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    2,077
    
    
    $
    2,276Work in process
    
    
    3,357
    
    
    
    6,680Finished goods
    
    
    6,043
    
    
    
    3,775$
    11,477
    
    
    $
    12,731
 6




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4. Shareholders Equity
 Stock-Based Compensation
   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Expected lives (in years)
    
    
    4.1
    
    
    
    4.3
    
    
    
    4.1
    
    
    
    4.4Risk-free interest rates
    
    
    2.8
    %
    
    
    4.5
    %
    
    
    2.6
    %
    
    
    4.6
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    47.1
    %
    
    
    51.2
    %
    
    
    49.2
    %
    
    
    53.1
    %
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateNumber
    
    
    Exercise Price
    
    
    Contractual
    
    
    Intrinsicof Options
    
    
    Per Share
    
    
    Life (in years)
    
    
    ValueOutstanding as of December 31, 2007
    
    
    9,905
    
    
    $
    10.67Granted
    
    
    3,886
    
    
    
    8.31Exercised
    
    
    (377
    )
    
    
    3.98Forfeited/canceled
    
    
    (5,187
    )
    
    
    13.00Outstanding as of September 30, 2008
    
    
    8,227
    
    
    $
    8.39
    
    
    
    4.07
    
    
    $
    4,379Exercisable as of September 30, 2008
    
    
    2,911
    
    
    $
    7.84
    
    
    
    2.60
    
    
    $
    4,296
  WeightedAverage GrantNumber
    
    
    Date Fair Valueof Awards
    
    
    Per ShareOutstanding as of December 31, 2007
    
    
    673
    
    
    $
    9.40Awarded
    
    
    79
    
    
    
    7.36Released
    
    
    (174
    )
    
    
    9.36Forfeited/canceled
    
    
    (58
    )
    
    
    9.29Outstanding as of September 30, 2008
    
    
    520
    
    
    $
    9.11
 7




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Stock Buyback Program
  Option Exchange Program
  5. Earnings Per Share
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    483
    
    
    $
    1,926
    
    
    $
    2,370
    
    
    $
    2,567Denominator:Basic presentation:Weighted average common shares
    
    
    63,473
    
    
    
    68,192
    
    
    
    65,580
    
    
    
    67,805Denominator for basic calculation
    
    
    63,473
    
    
    
    68,192
    
    
    
    65,580
    
    
    
    67,805Diluted presentation:Shares used above
    
    
    63,473
    
    
    
    68,192
    
    
    
    65,580
    
    
    
    67,805Weighted average effect of
dilutive stock options and other
share-based awards
    
    
    943
    
    
    
    1,380
    
    
    
    959
    
    
    
    1,493Denominator for diluted calculation
    
    
    64,416
    
    
    
    69,572
    
    
    
    66,539
    
    
    
    69,298Basic earnings per share
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.04Diluted earnings per share
    
    $
    0.01
    
    
    $
    0.03
    
    
    $
    0.04
    
    
    $
    0.04
  8




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6. Concentrations
 Significant Customer
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Amount of total revenues
    
    $
    9,228
    
    
    $
    11,259
    
    
    $
    28,973
    
    
    $
    32,924As a percentage of total revenues
    
    
    19.5
    %
    
    
    25.6
    %
    
    
    21.5
    %
    
    
    25.8
    %
  International Data
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Amount of total revenues
    
    $
    16,593
    
    
    $
    13,214
    
    
    $
    47,446
    
    
    $
    40,757As a percentage of total revenues
    
    
    35.1
    %
    
    
    30.0
    %
    
    
    35.2
    %
    
    
    31.9
    %
  7. Fair Value Measurements
  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; andLevel 3.
    
    Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own
assumptions.
 9




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Quoted Prices inFair Value
    
    
    Active Markets
    
    
    Significant Other
    
    
    SignificantSeptember 30,
    
    
    for Identical
    
    
    Observable
    
    
    Unobservable2008
    
    
    Assets (Level 1)
    
    
    Inputs (Level 2)
    
    
    Inputs (Level 3)Cash equivalents:Money market funds
    
    $
    141,072
    
    
    $
    141,072
    
    
    $
    
    
    
    $
    Long-term investments:Auction rate securities (1)
    
    
    12,141
    
    
    
    
    
    
    
    
    
    
    
    12,141Total financial assets
    
    $
    153,213
    
    
    $
    141,072
    
    
    $
    
    
    
    $
    12,141
 
 (1)
    
    Given the disruption in the auction process described below, 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 and
interest payments discounted at rates considered to reflect current market 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.  Investments inMarketableSecurities(Non-current)Balance at December 31, 2007
    
    $
    14,345Unrealized loss recorded to other comprehensive income
    
    
    (2,204
    )Balance at September 30, 2008
    
    $
    12,141
   10




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8. Recent Accounting Pronouncements
  11




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
  Revenues.
  12




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13




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Stock-Based Compensation.
  Cost of Revenues
 14




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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.
 Income Tax.
 15




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RESULTS OF OPERATIONS
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Products
    
    
    84.3
    %
    
    
    84.6
    %
    
    
    84.2
    %
    
    
    85.2
    %Services
    
    
    15.7
    
    
    
    15.4
    
    
    
    15.8
    
    
    
    14.8Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0Costs and operating expenses:(1)Cost of revenues  products
    
    
    17.1
    
    
    
    19.4
    
    
    
    18.5
    
    
    
    19.4Cost of revenues  amortization of purchased
technology
    
    
    2.5
    
    
    
    2.8
    
    
    
    2.7
    
    
    
    3.1Cost of revenues  services
    
    
    2.0
    
    
    
    2.0
    
    
    
    2.3
    
    
    
    2.3Research and development
    
    
    26.4
    
    
    
    28.9
    
    
    
    27.4
    
    
    
    27.7Sales and marketing
    
    
    30.6
    
    
    
    31.6
    
    
    
    32.8
    
    
    
    33.1General and administrative
    
    
    13.8
    
    
    
    13.9
    
    
    
    14.6
    
    
    
    14.4Amortization of intangible assets
    
    
    0.4
    
    
    
    1.0
    
    
    
    0.5
    
    
    
    1.2Impairment of purchased technology and
intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.6Total costs and operating expenses
    
    
    92.8
    
    
    
    99.6
    
    
    
    98.8
    
    
    
    103.8Income (loss) from operations
    
    
    7.2
    
    
    
    0.4
    
    
    
    1.2
    
    
    
    (3.8
    )Interest and other income, net
    
    
    3.0
    
    
    
    6.4
    
    
    
    4.4
    
    
    
    6.6Other-than-temporary impairment on investments
    
    
    (9.1
    )
    
    
    
    
    
    
    (3.2
    )
    
    
    Income before income taxes
    
    
    1.1
    
    
    
    6.8
    
    
    
    2.4
    
    
    
    2.8Income tax expense
    
    
    0.1
    
    
    
    2.4
    
    
    
    0.6
    
    
    
    0.8Net income
    
    
    1.0
    %
    
    
    4.4
    %
    
    
    1.8
    %
    
    
    2.0
    %
 
 (1) Stock-based compensation included in:Cost of revenues  products
    
    
    0.3
    %
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.3
    %Cost of revenues  services
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Research and development
    
    
    1.8
    
    
    
    3.6
    
    
    
    2.0
    
    
    
    3.0Sales and marketing
    
    
    1.7
    
    
    
    2.6
    
    
    
    1.9
    
    
    
    2.7General and administrative
    
    
    1.2
    
    
    
    2.0
    
    
    
    1.4
    
    
    
    1.4
 Comparison of Three and Nine Months Ended September 30, 2008 and 2007
 Revenues.
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Cost of Revenues
  Research and Development Expenses.
  Sales and Marketing Expenses.
 17




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General and Administrative Expenses.
  Amortization of Intangible Assets.
 Impairment of Purchased Technology and Intangible Assets.
 Interest and Other Income, Net.
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Other-than-temporary Impairment on Investments.
 Income Tax.
 LIQUIDITY AND CAPITAL RESOURCES
     19




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Investments inMarketableSecurities(Non-current)Balance at December 31, 2007
    
    $
    14,345Unrealized loss recorded to other comprehensive income
    
    
    (2,204
    )Balance at September 30, 2008
    
    $
    12,141
    20




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SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  21




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Sensitivity
   Exchange Rate Sensitivity
  22




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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
  23




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PART II. OTHER INFORMATION
 
 ITEM 1A. Risk Factors
   Our business may be adversely affected by unfavorable general economic and market conditions
  Our investment portfolio may become impaired by further deterioration of the financial markets.
  24




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ITEM 5. Other Information
  
 ITEM 6. Exhibits
 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
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SIGNATURES
   Date: November 7, 2008
    By:
    /s/ Atul BhatnagarAtul BhatnagarPresident and Chief Executive Officer Date: November 7, 2008
    By:
    /s/ Thomas B. MillerThomas B. MillerChief Financial Officer 26




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EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    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
 27