##### 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 September 30, 2007
 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
  o þ o
 o þ
  Common Stock
    
    68,675,595(Class of Common Stock)
    
    (Outstanding at November 1, 2007)




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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, 2007 and December 31, 2006
    
    
    3Condensed Consolidated Statements of Income for the
three and nine months ended September 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 2007 and 2006
    
    
    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
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    25EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




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IXIA
 
 Condensed Consolidated Balance Sheets
 (in thousands)
 September 30,
    
    
    December 31,2007
    
    
    2006(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    178,155
    
    
    $
    64,644Short-term investments in marketable securities
    
    
    23,998
    
    
    
    152,703Accounts receivable, net of allowance for
doubtful accounts of $631 and $1,174 as of
September 30, 2007 and December 31, 2006,
respectively
    
    
    30,296
    
    
    
    36,221Inventories
    
    
    10,950
    
    
    
    11,604Deferred income taxes
    
    
    5,965
    
    
    
    6,382Prepaid expenses and other current assets
    
    
    2,648
    
    
    
    4,182Total current assets
    
    
    252,012
    
    
    
    275,736Investments in marketable securities
    
    
    46,668
    
    
    
    4,354Property and equipment, net
    
    
    21,665
    
    
    
    22,044Deferred income taxes
    
    
    11,555
    
    
    
    9,486Intangible assets, net
    
    
    15,634
    
    
    
    20,224Goodwill
    
    
    16,728
    
    
    
    16,728Other assets
    
    
    932
    
    
    
    487Total assets
    
    $
    365,194
    
    
    $
    349,059Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    1,400
    
    
    $
    2,195Accrued expenses
    
    
    18,037
    
    
    
    15,873Deferred revenues
    
    
    17,441
    
    
    
    17,346Income taxes payable
    
    
    301
    
    
    
    5,154Total current liabilities
    
    
    37,179
    
    
    
    40,568Deferred revenues
    
    
    7,234
    
    
    
    7,202Other liabilities
    
    
    4,218
    
    
    
    500Total liabilities
    
    
    48,631
    
    
    
    48,270Shareholders equity:Common stock, without par value; 200,000
shares authorized, 68,271 and 67,351 shares
issued and outstanding as of September 30,
2007 and December 31, 2006, respectively
    
    
    136,248
    
    
    
    132,413Additional paid-in capital
    
    
    95,677
    
    
    
    86,305Retained earnings
    
    
    84,638
    
    
    
    82,071Total shareholders equity
    
    
    316,563
    
    
    
    300,789Total liabilities and shareholders equity
    
    $
    365,194
    
    
    $
    349,059
  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 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Products
    
    $
    37,247
    
    
    $
    49,696
    
    
    $
    108,826
    
    
    $
    114,339Services
    
    
    6,787
    
    
    
    5,532
    
    
    
    18,910
    
    
    
    18,426Total revenues
    
    
    44,034
    
    
    
    55,228
    
    
    
    127,736
    
    
    
    132,765Costs and operating expenses:(1)Cost of revenues  products
    
    
    8,523
    
    
    
    7,694
    
    
    
    24,757
    
    
    
    21,783Cost of revenues  amortization of purchased
technology
    
    
    1,220
    
    
    
    1,256
    
    
    
    3,976
    
    
    
    3,449Cost of revenues  services
    
    
    865
    
    
    
    629
    
    
    
    2,925
    
    
    
    1,723Research and development
    
    
    12,767
    
    
    
    11,097
    
    
    
    35,377
    
    
    
    32,720Sales and marketing
    
    
    13,944
    
    
    
    15,317
    
    
    
    42,253
    
    
    
    45,163General and administrative
    
    
    6,109
    
    
    
    5,824
    
    
    
    18,440
    
    
    
    16,627Amortization of intangible assets
    
    
    430
    
    
    
    464
    
    
    
    1,575
    
    
    
    1,287Impairment of purchased technology and
intangible assets
    
    
    
    
    
    
    
    
    
    
    3,263
    
    
    
    Total costs and operating expenses
    
    
    43,858
    
    
    
    42,281
    
    
    
    132,566
    
    
    
    122,752Income (loss) from operations
    
    
    176
    
    
    
    12,947
    
    
    
    (4,830
    )
    
    
    10,013Interest and other income, net
    
    
    2,818
    
    
    
    2,431
    
    
    
    8,429
    
    
    
    6,741Income before income taxes
    
    
    2,994
    
    
    
    15,378
    
    
    
    3,599
    
    
    
    16,754Income tax expense
    
    
    1,068
    
    
    
    7,278
    
    
    
    1,032
    
    
    
    7,774Net income
    
    $
    1,926
    
    
    $
    8,100
    
    
    $
    2,567
    
    
    $
    8,980Earnings per share:Basic
    
    $
    0.03
    
    
    $
    0.12
    
    
    $
    0.04
    
    
    $
    0.13Diluted
    
    $
    0.03
    
    
    $
    0.12
    
    
    $
    0.04
    
    
    $
    0.13Weighted average number of common and common
equivalent shares outstanding:Basic
    
    
    68,192
    
    
    
    67,129
    
    
    
    67,805
    
    
    
    66,907Diluted
    
    
    69,572
    
    
    
    68,636
    
    
    
    69,298
    
    
    
    68,804
 
 (1) Stock-based compensation included in: Cost of revenues  products
    
    $
    157
    
    
    $
    144
    
    
    $
    383
    
    
    $
    452Cost of revenues  services
    
    
    60
    
    
    
    55
    
    
    
    146
    
    
    
    172Research and development
    
    
    1,590
    
    
    
    1,695
    
    
    
    3,850
    
    
    
    5,130Sales and marketing
    
    
    1,130
    
    
    
    2,126
    
    
    
    3,496
    
    
    
    6,154General and administrative
    
    
    861
    
    
    
    869
    
    
    
    1,821
    
    
    
    2,346
  4




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IXIA
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
  Nine months endedSeptember 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    2,567
    
    
    $
    8,980Adjustments to reconcile net income to net cash provided by
operating activities, net of effect of acquisitions:Depreciation and amortization
    
    
    8,658
    
    
    
    7,238Amortization of intangible assets
    
    
    5,551
    
    
    
    4,737Impairment of purchased technology and intangible assets
    
    
    3,263
    
    
    
    Stock-based compensation
    
    
    9,696
    
    
    
    14,254Deferred income taxes
    
    
    (1,652
    )
    
    
    4,447Tax (shortfall) benefit from stock option transactions
    
    
    (324
    )
    
    
    369Excess tax benefits from stock-based compensation
    
    
    (207
    )
    
    
    (253
    )Changes in operating assets and liabilities, net of
effect of acquisitions:Accounts receivable, net
    
    
    5,925
    
    
    
    (6,412
    )Inventories
    
    
    654
    
    
    
    (718
    )Prepaid expenses and other current assets
    
    
    1,534
    
    
    
    172Other assets
    
    
    (445
    )
    
    
    (164
    )Accounts payable
    
    
    (795
    )
    
    
    (99
    )Accrued expenses
    
    
    474
    
    
    
    1,537Deferred revenues
    
    
    127
    
    
    
    (11,253
    )Income taxes payable and other liabilities
    
    
    (635
    )
    
    
    (136
    )Net cash provided by operating activities
    
    
    34,391
    
    
    
    22,699Cash flows from investing activities:Purchases of property and equipment
    
    
    (8,279
    )
    
    
    (9,919
    )Purchases of available-for-sale securities
    
    
    (54,150
    )
    
    
    (100,400
    )Proceeds from available-for-sale securities
    
    
    161,850
    
    
    
    90,725Purchases of held-to-maturity securities
    
    
    (45,469
    )
    
    
    (7,978
    )Proceeds from held-to-maturity securities
    
    
    24,160
    
    
    
    25,965Purchases of other intangible assets
    
    
    (105
    )
    
    
    (121
    )Payments in connection with acquisitions
    
    
    (2,929
    )
    
    
    (7,274
    )Net cash provided by (used in) investing activities
    
    
    75,078
    
    
    
    (9,002
    )Cash flows from financing activities:Proceeds from exercise of stock options and warrants
    
    
    5,086
    
    
    
    4,402Repurchase of common stock
    
    
    (1,251
    )
    
    
    Excess tax benefits from stock-based compensation
    
    
    207
    
    
    
    253Net cash provided by financing activities
    
    
    4,042
    
    
    
    4,655Net increase in cash and cash equivalents
    
    
    113,511
    
    
    
    18,352Cash and cash equivalents at beginning of period
    
    
    64,644
    
    
    
    51,837Cash and cash equivalents at end of period
    
    $
    178,155
    
    
    $
    70,189
  5




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IXIA
 
 Notes to Condensed Consolidated Financial Statements
 (unaudited)
 1. Business
  2. Basis of Presentation
    3. Income Taxes
    6




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4. Impairment of Intangible Assets
  5. Inventories
  September 30,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    3,040
    
    
    $
    3,391Work in process
    
    
    4,847
    
    
    
    6,891Finished goods
    
    
    3,063
    
    
    
    1,322$
    10,950
    
    
    $
    11,604
 6. Stock-Based Compensation
  7




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Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Expected lives (in years)
    
    
    4.3
    
    
    
    4.0
    
    
    
    4.4
    
    
    
    4.1Risk-free interest rates
    
    
    4.5
    %
    
    
    4.9
    %
    
    
    4.6
    %
    
    
    4.8
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Expected volatility
    
    
    51.2
    %
    
    
    59.3
    %
    
    
    53.1
    %
    
    
    61.3
    %
   WeightedWeighted
    
    AverageAverage
    
    Remaining
    
    AggregateNumber
    
    Exercise Price
    
    Contractual
    
    Intrinsicof Options
    
    Per Share
    
    Life (in years)
    
    ValueOutstanding as of December 31, 2006
    
    
    10,120
    
    
    
    $ 10.59Granted
    
    
    1,931
    
    
    
    9.45Exercised
    
    
    (685
    )
    
    
    4.76Forfeited/canceled
    
    
    (993
    )
    
    
    13.18Outstanding as of September 30, 2007
    
    
    10,373
    
    
    
    $ 10.52
    
    
    
    4.41
    
    
    
    $ 9,256Exercisable as of September 30, 2007
    
    
    6,769
    
    
    
    $ 10.11
    
    
    
    3.49
    
    
    
    $ 9,189
  WeightedAverage GrantNumber
    
    
    Date Fair Valueof Awards
    
    
    Per ShareOutstanding as of December 31, 2006
    
    
    323
    
    
    $
    9.64Awarded
    
    
    641
    
    
    
    9.30Released
    
    
    (135
    )
    
    
    9.44Forfeited/canceled
    
    
    (64
    )
    
    
    9.53Outstanding as of September 30, 2007
    
    
    765
    
    
    $
    9.40
 8




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7. Earnings Per Share
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income
    
    $
    1,926
    
    
    $
    8,100
    
    
    $
    2,567
    
    
    $
    8,980Denominator:Basic presentation:Weighted average common shares
    
    
    68,192
    
    
    
    67,129
    
    
    
    67,805
    
    
    
    66,907Denominator for basic calculation
    
    
    68,192
    
    
    
    67,129
    
    
    
    67,805
    
    
    
    66,907Diluted presentation:Shares used above
    
    
    68,192
    
    
    
    67,129
    
    
    
    67,805
    
    
    
    66,907Weighted average effect of
dilutive stock options and other
share-based awards
    
    
    1,380
    
    
    
    1,507
    
    
    
    1,493
    
    
    
    1,897Denominator for diluted calculation
    
    
    69,572
    
    
    
    68,636
    
    
    
    69,298
    
    
    
    68,804Basic earnings per share
    
    $
    0.03
    
    
    $
    0.12
    
    
    $
    0.04
    
    
    $
    0.13Diluted earnings per share
    
    $
    0.03
    
    
    $
    0.12
    
    
    $
    0.04
    
    
    $
    0.13
   8. Concentrations
 Significant Customer
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Amount of total revenues
    
    $
    11,259
    
    
    $
    12,965
    
    
    $
    32,924
    
    
    $
    36,187As a percentage of total revenues
    
    
    25.6
    %
    
    
    23.5
    %
    
    
    25.8
    %
    
    
    27.3
    %
 9




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International Data
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Amount of total revenues
    
    $
    13,214
    
    
    $
    15,047
    
    
    $
    40,757
    
    
    $
    40,616As a percentage of total revenues
    
    
    30.0
    %
    
    
    27.2
    %
    
    
    31.9
    %
    
    
    30.6
    %
  9. Acquisition
  10. Commitments and Contingencies
 Lease Commitments
  Year EndingDecember 31,2008
    
    $
    1,5082009
    
    
    2,6302010
    
    
    2,7082011
    
    
    2,7902012
    
    
    2,873Thereafter
    
    
    1,212$
    13,721
  10




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11.
    
    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, including the effects of any related deferral, reversal and recognition of
revenues for implied PCS obligations;
    
    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 30,2007
    
    2006
    
    2007
    
    2006Revenues:Products
    
    
    84.6
    %
    
    
    90.0
    %
    
    
    85.2
    %
    
    
    86.1
    %Services
    
    
    15.4
    
    
    
    10.0
    
    
    
    14.8
    
    
    
    13.9Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0Costs and operating expenses:(1)Cost of revenues  products
    
    
    19.4
    
    
    
    13.9
    
    
    
    19.4
    
    
    
    16.4Cost of revenues  amortization of purchased
technology
    
    
    2.8
    
    
    
    2.3
    
    
    
    3.1
    
    
    
    2.6Cost of revenues  services
    
    
    2.0
    
    
    
    1.1
    
    
    
    2.3
    
    
    
    1.3Research and development
    
    
    28.9
    
    
    
    20.2
    
    
    
    27.7
    
    
    
    24.6Sales and marketing
    
    
    31.6
    
    
    
    27.8
    
    
    
    33.1
    
    
    
    34.0General and administrative
    
    
    13.9
    
    
    
    10.5
    
    
    
    14.4
    
    
    
    12.5Amortization of intangible assets
    
    
    1.0
    
    
    
    0.8
    
    
    
    1.2
    
    
    
    1.0Impairment of purchased technology and
intangible assets
    
    
    
    
    
    
    
    
    
    
    2.6
    
    
    
    Total costs and operating expenses
    
    
    99.6
    
    
    
    76.6
    
    
    
    103.8
    
    
    
    92.4Income (loss) from operations
    
    
    0.4
    
    
    
    23.4
    
    
    
    (3.8
    )
    
    
    7.6Interest and other income, net
    
    
    6.4
    
    
    
    4.4
    
    
    
    6.6
    
    
    
    5.1Income before income taxes
    
    
    6.8
    
    
    
    27.8
    
    
    
    2.8
    
    
    
    12.7Income tax expense
    
    
    2.4
    
    
    
    13.2
    
    
    
    0.8
    
    
    
    5.9Net income
    
    
    4.4
    %
    
    
    14.6
    %
    
    
    2.0
    %
    
    
    6.8
    %
 
 (1) Stock-based compensation included in: Cost of revenues  products
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.3
    %
    
    
    0.3
    %Cost of revenues  services
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Research and development
    
    
    3.6
    
    
    
    3.1
    
    
    
    3.0
    
    
    
    3.9Sales and marketing
    
    
    2.6
    
    
    
    3.8
    
    
    
    2.7
    
    
    
    4.6General and administrative
    
    
    2.0
    
    
    
    1.6
    
    
    
    1.4
    
    
    
    1.8
 Comparison of Three and Nine Months Ended September 30, 2007 and 2006
 Revenues.
 16




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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.
 Income Tax.
 18




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LIQUIDITY AND CAPITAL RESOURCES
     Less than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 yearsOperating lease
    
    $
    13,721
    
    
    $
    862
    
    
    $
    5,299
    
    
    $
    5,621
    
    
    $
    1,939
   19




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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
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  21




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
    
    Communication among Functional Groups within the Company During the third quarter of 2007,
we created a cross functional group within the Company to formalize and facilitate regular
communications among the various functional departments within the Company, including
finance, sales, customer support, product management and order management. This cross
functional group meets regularly to discuss field-level and other practices that may affect
the Companys accounting and financial reporting, including issues that may impact revenue
recognition.
 Inherent Limitations on Effectiveness of Controls
  22




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##### Table of Contents



PART II. OTHER INFORMATION
 
 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
    
    
    ProgramsJuly 1  July 31
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    August 1  August 31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000,000September 1  September 30
    
    
    135,385
    
    
    
    9.21
    
    
    
    135,385
    
    
    
    48,753,424135,385
    
    
    $
    9.21
    
    
    
    135,385
    
    
    $
    48,753,424
 
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
 10.1
    
    2007 Executive Officer Bonus Plan(1)10.2
    
    Employment offer letter agreement dated as of August 8, 2007 between
Ixia and Atul Bhatnagar(2)10.3
    
    Office Lease dated as of September 14, 2007 between MS LPC Malibu
Property Holdings, LLC and Ixia(3)
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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
 
 (1)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K (File No. 000-31523) filed with the Commission on
July 26, 2007.(2)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K (File No. 000-31523) filed with the Commission on
September 4, 2007.(3)
    
    Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K (File No. 000-31523) filed with the Commission on
September 25, 2007. 24




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##### Table of Contents



SIGNATURES
  IXIADate:
November 7, 2007
    
    By:
    
    /s/ Errol GinsbergErrol GinsbergChief Executive OfficerDate:
November 7, 2007
    
    By:
    
    /s/ Thomas B. MillerThomas B. MillerChief Financial Officer
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##### Table of Contents



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
 26