8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 20, 2003

AGILE SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27071	77-0397905
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6373 San Ignacio Avenue

San Jose, California 95119-1200

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (408) 284-4000

Item 7. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 20, 2003

Item 12. Results of Operations and Financial Condition

On November 20, 2003, Agile Software Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended October 31, 2003. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The Company provides in the press release certain non-GAAP financial measures, including non-GAAP net loss and non-GAAP net loss per share. These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable: stock and acquisition-related compensation expense; amortization of intangible assets; acquired in-process technology; restructuring and other charges; and impairment of equity investments. As required by Regulation G, the press release contains a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures. The Company believes the non-GAAP measures are useful to investors because they provide an alternative method for measuring the operating performance of the Company’s business, excluding certain non-cash and non-recurring items that would normally be included in the most directly comparable GAAP financial measure. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 20, 2003	AGILE SOFTWARE CORPORATION
	By:	/s/    Carolyn V. Aver
		Carolyn V. Aver, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 20, 2003

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

	Agile Software Corporation 6373 San Ignacio Avenue San Jose, CA 95119-1200 Voice: (408) 284-4000 Fax: (408) 284-4002
	Media Contact Terri Pruett Agile Software Corporation Terri.Pruett@agile.com (408) 284-4048

Agile Reports Second Quarter Fiscal 2004 Results

Quarterly Revenues Up 41% Over Prior Year

San Jose, CA—November 20, 2003—Agile Software Corporation (NASDAQ: AGIL), a leading provider of product lifecycle management (PLM) solutions, today announced results for the second quarter of fiscal 2004, which ended October 31, 2003. Total revenues for the quarter were $24.7 million, compared to $17.5 million for the second quarter of fiscal 2003. License revenues for the second quarter of fiscal 2004 were $8.2 million, compared to $7.6 million for the second quarter of fiscal 2003.

Net loss for the second quarter of fiscal 2004, on a generally accepted accounting principles (GAAP) basis, was $15.7 million, or ($0.31) per share, compared to $15.1 million, or ($0.31) per share for the second quarter of fiscal 2003.

Non-GAAP net loss, which excludes stock compensation, restructuring and acquisition related charges, for the second quarter of fiscal 2004 was $1.5 million, or ($0.03) per share, compared to a non-GAAP net loss of $6.6 million, or ($0.14) per share, for the second quarter of fiscal 2003. Reconciliation between net loss on a GAAP basis and non-GAAP net loss is provided in a table immediately following the non-GAAP Condensed Consolidated Statements of Operations below.

Management Commentary

“This quarter we saw significant gains in several areas. First, operationally, our top and bottom line results outpaced both last quarter and the year ago quarter. Second, we completed the acquisitions of Eigner and Tradec, and we continue to move forward with the integration and assimilation of those companies,” said Bryan Stolle, Agile chairman and CEO. “Finally, customers are continuing to expand their Agile PLM implementations with the purchase of additional Agile solutions.”

Customer Wins and Expansions

During the quarter, the Company added 11 new customers. Organizations that purchased new or additional licenses of Agile’s PLM solutions include: Arthrocare, Elliott Turbomachinery, GE Medical Systems, Harris, Hitachi, Johnson & Johnson, Magna Steyr, Pirelli, Philips, Siemens, Varian Semiconductor, Viasat and ZF.

Expanded Leadership

Agile continued to build its board of directors with the addition of Ronald E.F. Codd, an enterprise software veteran with more than 20 years experience in the technology business. Codd has held senior financial management positions with several high growth companies including PeopleSoft, where he was senior vice president of finance and administration and CFO, and Momentum Business Applications, Inc., where he was president and CEO. Replacing retiring board member James Patterson, Codd is bringing his experience to Agile’s board, audit and governance committees. Codd is replacing retiring board member James Patterson.

Acquisitions

This quarter Agile acquired Eigner, a privately-held provider of PLM solutions to the aerospace and defense, automotive supply chain, and industrial equipment industries.

Agile also acquired privately held Tradec. The acquisition of Tradec expands the Agile Product Cost Management offering with increased analytics capabilities and supplier collaboration.

Awards

Agile was included among the fastest growing technology companies in the 2003 Deloitte Technology Fast 500. Rankings are based on percentage revenue growth over five years, from 1998-2002, and Agile grew 872 percent over this period. This is the second consecutive year that Agile has received the Deloitte Technology Fast 500 award.

Conference Call Details

Agile will discuss its second quarter results and management’s forward looking guidance on a conference call today beginning at 2:00pm Pacific Time. A Web cast of the conference will be available on Agile’s Web site at www.agile.com under the ‘Investor Relations’ section. You may access replays of the Web cast for ninety days after the call at http://www.agile.com/investors. Financial and statistical information to be discussed in the call will be available on the company’s Web site immediately prior to commencement of the call. Additional investor information can be accessed at www.agile.com or by calling Agile’s Investor Relations at (408) 284-4011.

About Agile Software Corporation

Agile Software Corporation (NASDAQ: AGIL) helps companies drive profits, accelerate innovation, reduce costs, and ensure regulatory compliance throughout the product lifecycle. With a broad suite of enterprise class PLM solutions, time-to-value focused implementations, and a unique Guaranteed Business Results^SM program, Agile helps companies get the most from their products. Alcatel, Boeing, Dell Computer, Flextronics International, Hitachi, Leapfrog, Lockheed Martin, Magna Steyr, Siemens, QUALCOMM and ZF are among the nearly 1,200 customers in the automotive, aerospace and defense, consumer products, electronics, high tech, industrial products, and life sciences industries that have purchased Agile solutions. For more information, call (408) 284-4000 or visit www.agile.com.

Agile Software and Agile are registered trademarks and Agile Product Collaboration, Agile Product Cost Management, Agile Product Service & Improvement, Agile Program Execution, Agile Engineering Collaboration, Agile Product Interchange, AgileMD and the Agile logo are trademarks of Agile Software Corporation in the U.S. and/or other countries. Guaranteed Business Results is a service mark of Agile Software Corporation. All other brand or product names are trademarks and registered trademarks of their respective holders.

Media Contacts:

FOR AGILE

Terri Pruett

Agile Software

terri.pruett@agile.com

(408) 284-4048

Agile Software Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2003			2002			2003			2002
Revenues:
License	$	8,243		$	7,613		$	15,627		$	14,468
Professional services and maintenance		16,425			9,890			27,304			19,059
Total revenues		24,668			17,503			42,931			33,527
Cost of revenues:
License		976			648			1,786			1,299
Professional services and maintenance		7,794			4,710			12,553			9,372
Stock compensation		52			4			52			28
Acquisition-related compensation		256			—			256			—
Amortization of intangible assets		160			—			160			—
Total cost of revenues		9,238			5,362			14,807			10,699
Gross profit		15,430			12,141			28,124			22,828
Operating expenses:
Sales and marketing:
Other sales and marketing		9,563			10,716			17,671			22,389
Stock compensation		2,133			477			2,673			932
Research and development:
Other research and development		5,892			7,099			11,176			15,164
Stock compensation		56			19			112			124
General and administrative:
Other general and administrative		2,501			1,741			4,261			3,378
Stock compensation		457			115			491			74
Acquisition-related compensation		562			—			562			—
Amortization of intangible assets		756			—			756			—
Acquired in-process technology		500			—			500			—
Restructuring and other charges		9,201			7,836			9,201			7,836
Total operating expenses		31,621			28,003			47,403			49,897
Loss from operations		(16,191	)		(15,862	)		(19,279	)		(27,069	)
Interest and other income, net		763			1,152			1,593			2,667
Impairment of equity investments		—			—			—			(2,560	)
Loss before income taxes		(15,428	)		(14,710	)		(17,686	)		(26,962	)
Provision for income taxes		243			343			660			439
Net loss	$	(15,671	)	$	(15,053	)	$	(18,346	)	$	(27,401	)
Net loss per share:
Basic and diluted	$	(0.31	)	$	(0.31	)	$	(0.37	)	$	(0.57	)
Weighted average shares		51,248			48,381			50,197			48,265

Agile Software Corporation

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See adjustments listed in table below which reconcile non-GAAP

financial measure of net loss to GAAP financial measure of net loss

(In thousands, except per share data)

(unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2002			2003			2002			2003
Revenues:
License	$	8,243		$	7,613		$	15,627		$	14,468
Professional services and maintenance		16,425			9,890			27,304			19,059
Total revenues		24,668			17,503			42,931			33,527
Cost of revenues:
License		976			648			1,786			1,299
Professional services and maintenance		7,794			4,710			12,553			9,372
Total cost of revenues		8,770			5,358			14,339			10,671
Gross profit		15,898			12,145			28,592			22,856
Operating expenses:
Sales and marketing		9,563			10,716			17,671			22,389
Research and development		5,892			7,099			11,176			15,164
General and administrative		2,501			1,741			4,261			3,378
Total operating expenses		17,956			19,556			33,108			40,931
Loss from operations		(2,058	)		(7,411	)		(4,516	)		(18,075	)
Interest and other income, net		763			1,152			1,593			2,667
Loss before income taxes		(1,295	)		(6,259	)		(2,923	)		(15,408	)
Provision for income taxes		243			343			660			439
Net loss	$	(1,538	)	$	(6,602	)	$	(3,583	)	$	(15,847	)
Net loss per share:
Basic and diluted	$	(0.03	)	$	(0.14	)	$	(0.07	)	$	(0.33	)
Weighted average shares		51,248			48,381			50,197			48,265
The above non-GAAP statements of operations have been adjusted to eliminate the following:
Stock compensation	$	2,698		$	615		$	3,328		$	1,158
Acquisition-related compensation		818			—			818			—
Amortization of intangible assets		916			—			916			—
Acquired in-process technology		500			—			500			—
Restructuring and other charges		9,201			7,836			9,201			7,836
Impairment of equity investments		—			—			—			2,560
	$	14,133		$	8,451		$	14,763		$	11,554

Agile Software Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	October 31, 2003		April 30, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	122,895	$	154,852
Short-term investments		107,376		102,115
Accounts receivable, net		16,066		12,061
Other current assets		5,291		6,295
Total current assets		251,628		275,323
Long-term investments		14,437		—
Property and equipment, net		10,176		7,389
Goodwill		33,913		5,150
Intangible assets, net		7,181		1,080
Other assets		2,719		2,008
Tot.al assets	$	320,054	$	290,950
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other liabilities	$	30,235	$	16,862
Deferred revenue		16,308		15,280
Total current liabilities		46,543		32,142
Other non-current liabilities		10,388		2,562
Total liabilities		56,931		34,704
Total stockholders’ equity		263,123		256,246
Total liabilities and stockholders’ equity	$	320,054	$	290,950