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) February 23, 2004

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 February 23, 2004

Item 12. Results of Operations and Financial Condition

On February 23, 2004, Agile Software Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended January 31, 2004. 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 compensation expense, restructuring and acquisition related charges. 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: February 23, 2004	AGILE SOFTWARE CORPORATION
	By:	/s/ Carolyn V. Aver
		Carolyn V. Aver,
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated February 23, 2004

EX-99.1

Exhibit 99.1

PRESS RELEASE

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

Agile Reports Third Quarter Fiscal 2004 Results

Company Reports Record Revenues

San Jose, CA—February 23, 2004—Agile Software Corporation (NASDAQ: AGIL), a leading provider of product lifecycle management (PLM) solutions, today announced results for the third quarter of fiscal 2004, which ended January 31, 2004. Total revenues for the quarter were a record $26.2 million, compared to $17.9 million for the third quarter of fiscal 2003. License revenues for the third quarter of fiscal 2004 were $9.5 million, compared to $7.3 million for the third quarter of fiscal 2003 an increase of 30%.

Non-GAAP net loss, which excludes stock compensation, acquisition related-charges and loss on foreign currency translation for the third quarter of fiscal 2004 was $972,000, or ($0.02) per share, compared to a non-GAAP net loss of $3.4 million, or ($0.07) per share, which excludes stock compensation and an impairment charge on equity securities, for the third quarter of fiscal 2003. A 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.

Net loss for the third quarter of fiscal 2004, on a generally accepted accounting principles (GAAP) basis, was $4.0 million, or ($0.08) per share, compared to $5.7 million, or ($0.12) per share for the third quarter of fiscal 2003.

Management Commentary

“Despite what is historically a tough quarter for Agile, we realized record revenues while holding down expenses and again improving our bottom-line,” said Brian Stolle, Agile chairman and CEO. “At the time, leveraging our low-cost global development capabilities, we announced the general availability of Agile 9—our most comprehensive product release to date, featuring numerous enhancements and new capabilities across the entire suite of six products categories. We have also completed the integration of our Eigner acquisition across all functional areas, and customers have begun to implement integrated Agile/Eigner solutions. Our customer base continues to expand by industry, with new customers in automotive, industrial products and life sciences. We are also continuing to expand our industry-specific solutions, with the recent release of an industry-specific capability that enables users to conceptualize complex automotive systems—a solution developed in close partnership with several of our Tier 1 automotive supply base customers.”

Customer Wins and Expansions

During the quarter, the Company added 18 new customers. Organizations that purchased new or additional licenses of Agile’s PLM solutions include: Alcatel, Allied Telesyn, AMX, Analogic, Arthrocare, Avail, Avnet, Ballard Power Systems, Bubbendorf, CELLon, Echostar Communications, Elliott Turbomachinery, Harman, Intier Automotive, Invitrogen, Iomega, Lucent, Pathfinder Energy Services, Philips Oral Healthcare, Phoenix, Quanta, Quantum, Reed Hycalog, Sanmina, Shure, Sharp, Siemens, Sparton Electronics, Starsys, Therasense, Tyco and Veritas AG.

Awards

In January, Agile received the Chinese Central Government’s Star Award for the Suzhou region, given to companies demonstrating excellence in software development. This award is a tremendous recognition of the outstanding efforts of our team in Suzhou, China.

Conference Call Details

Agile will discuss its third quarter results and management’s forward looking guidance on a conference call today beginning at 2:00pm Pacific Time. A Webcast of the conference will be available on Agile’s Website at www.agile.com under the ‘Investor Relations’ section. You may access replays of the Webcast 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 Website 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) 284-4042.

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.

Agile Software Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended January 31,						Nine Months Ended January 31,
	2004			2003			2004			2003
Revenues:
License	$	9,527		$	7,324		$	25,154		$	21,792
Professional services and maintenance		16,656			10,554			43,960			29,613
Total revenues		26,183			17,878			69,114			51,405
Cost of revenues:
License		988			605			2,774			1,904
Professional services and maintenance		8,461			4,415			21,014			13,787
Stock compensation		95			9			147			37
Acquisition-related compensation		339			—			595			—
Amortization of intangible assets		212			—			372			—
Total cost of revenues		10,095			5,029			24,902			15,728
Gross profit		16,088			12,849			44,212			35,677
Operating expenses:
Sales and marketing:
Other sales and marketing		9,828			9,752			27,499			32,141
Stock compensation		315			751			2,988			1,683
Research and development:
Other research and development		6,038			5,613			17,214			20,777
Stock compensation		53			51			165			175
General and administrative:
Other general and administrative		2,246			1,825			6,507			5,203
Stock compensation		101			27			592			101
Acquisition-related compensation		529			—			1,091			—
Amortization of intangible assets		679			—			1,435			—
Acquired in-process technology		—			300			500			300
Restructuring and other charges		—			—			9,201			7,836
Total operating expenses		19,789			18,319			67,192			68,216
Loss from operations		(3,701	)		(5,470	)		(22,980	)		(32,539	)
Interest and other income, net		754			1,196			2,347			3,863
Loss from foreign currency translation		(743	)		—			(743	)		—
Impairment of equity investments		—			(1,113	)		—			(3,673	)
Loss before income taxes		(3,690	)		(5,387	)		(21,376	)		(32,349	)
Provision for income taxes		348			301			1,008			740
Net loss	$	(4,038	)	$	(5,688	)	$	(22,384	)	$	(33,089	)
Net loss per share:
Basic and diluted	$	(0.08	)	$	(0.12	)	$	(0.45	)	$	(0.68	)
Weighted average shares		51,947			48,591			50,139			48,383

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 January 31,						Nine Months Ended January 31,
	2004			2003			2004			2003
Revenues:
License	$	9,527		$	7,324		$	25,154		$	21,792
Professional services and maintenance		16,656			10,554			43,960			29,613
Total revenues		26,183			17,878			69,114			51,405
Cost of revenues:
License		988			605			2,774			1,904
Professional services and maintenance		8,461			4,415			21,014			13,787
Total cost of revenues		9,449			5,020			23,788			15,691
Gross profit		16,734			12,858			45,326			35,714
Operating expenses:
Sales and marketing		9,828			9,752			27,499			32,141
Research and development		6,038			5,613			17,214			20,777
General and administrative		2,246			1,825			6,507			5,203
Total operating expenses		18,112			17,190			51,220			58,121
Loss from operations		(1,378	)		(4,332	)		(5,894	)		(22,407	)
Interest and other income, net		754			1,196			2,347			3,863
Loss before income taxes		(624	)		(3,136	)		(3,547	)		(18,544	)
Provision for income taxes		348			301			1,008			740
Net loss	$	(972	)	$	(3,437	)	$	(4,555	)	$	(19,284	)
Net loss per share:
Basic and diluted	$	(0.02	)	$	(0.07	)	$	(0.09	)	$	(0.40	)
Weighted average shares		51,947			48,591			50,139			48,383
The above non-GAAP statements of operations have been adjusted to eliminate the following:
Stock compensation	$	564		$	838		$	3,892		$	1,996
Acquisition-related compensation		868			—			1,686			—
Amortization of intangible assets		891			—			1,807			—
Acquired in-process technology		—			300			500			300
Restructuring and other charges		—			—			9,201			7,836
Loss from foreign currency translation		743			—			743			—
Impairment of equity investments		—			1,113			—			3,673
	$	3,066		$	2,251		$	17,829		$	13,805

Agile Software Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

	January 31, 2004		April 30, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	109,149	$	154,852
Short-term investments		100,516		102,115
Accounts receivable, net		17,773		12,061
Other current assets		5,948		6,295
Total current assets		233,386		275,323
Long-term investments		33,423		—
Property and equipment, net		9,430		7,389
Goodwill		33,985		5,150
Intangible assets, net		6,290		1,080
Other assets		2,555		2,008
Total assets	$	319,069	$	290,950
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other liabilities	$	28,793	$	16,862
Deferred revenue		20,055		15,280
Total current liabilities		48,848		32,142
Other non-current liabilities		9,235		2,562
Total liabilities		58,083		34,704
Total stockholders’ equity		260,986		256,246
Total liabilities and stockholders’ equity	$	319,069	$	290,950