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) August 19, 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 August 19, 2004

Item 12. Results of Operations and Financial Condition

On August 19, 2004, Agile Software Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended July 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 income (loss) and non-GAAP net income (loss) per share. These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable, stock compensation expense, restructuring and other charges, and amortization of intangibles. 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: August 19, 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 August 19, 2004

EX-99.1

Exhibit 99.1

P  R  E  S  S    R  E  L  E  A  S  E

	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 First Quarter Results for Fiscal 2005

Company Reports Non-GAAP First Quarter Profit

San Jose, CA—August 19, 2004—Agile Software Corporation (NASDAQ: AGIL), a leading provider of product lifecycle management (PLM) solutions, today announced results for the first quarter of fiscal 2005, which ended July 31, 2004. Total revenues for the quarter were $26.5 million, a 45% increase from the $18.3 million recorded in the first quarter of fiscal 2004. License revenues for the first quarter of fiscal 2005 were $10.3 million, compared to $7.4 million for the first quarter of fiscal 2004, representing a 40% increase.

Net loss for the first quarter of fiscal 2005, on a GAAP basis, was $3.0 million, or ($0.06) per share, compared to $2.7 million, or ($0.05) per share for the first quarter of fiscal 2004.

Non-GAAP net income for the first quarter of fiscal 2005, (which excludes restructuring and other charges, amortization of intangibles and stock compensation) was $300,000, or $0.01 per share, compared to a non-GAAP net loss (which excludes stock compensation) of $2.0 million, or ($0.04) per share for the first quarter of fiscal 2004. A reconciliation between net loss on a GAAP basis and on a non-GAAP basis is provided in a table immediately following the non-GAAP Condensed Consolidated Statements of Operations below.

Management Commentary

“We have focused on maintaining a balance between investing in what many industry watchers believe to be the most exciting and significant new growth opportunity in enterprise software, product lifecycle management, and driving toward sustained profitability—a prerequisite for any market leader,” said Bryan Stolle, Agile chairman and CEO. “Profitability is an important milestone, but we are even more encouraged that we have successfully developed a much broader and deeper suite of PLM

products, and delivered these products into a number of new and existing vertical markets across the globe. There is little doubt that PLM is becoming a top-of-mind strategic priority for executives in many industries. We are seeing a complete re-thinking of ‘how products happen’ in many leading companies, and PLM is at the top of their lists as they drive forward on transforming their businesses to bring high-quality and more profitable products to market.”

“While we continue to expand our customer base in several key industries, recent orders with leading companies such as Apple, Benchmark Electronics, Hitachi, and Kyocera, to name only a few, reinforce Agile’s position as the clear PLM leader in electronics and high technology. New products such as Agile Product Governance and Compliance, Agile Product Cost Management and Agile Product Service and Improvement are expanding the Agile PLM value proposition, and help explain why many regard Agile as the de facto PLM standard for electronics and high technology companies,” said Jay Fulcher, Agile president and COO. “Additionally, recent wins at Peoplesoft and Veritas support our belief that software companies, and software as a component of many products, represents a new area of opportunity for Agile.”

Customer Wins and Expansions

During the quarter, the Company added 22 new customers. Organizations that purchased new or additional licenses of Agile’s PLM solutions include: Apple, Arrow, Abbott Laboratories, Applied Materials, Benchmark Electronics, Braun, Christie Digital, Cipher Systems, Colubris, Crane Aerospace, Dolby, Drager Medical, Flextronics, Funai, Goodrich, GN Resound, Gyrus Medical, Handtmann, Kronos, Kyocera, LipoSonix, LSI Storage, Matsushita, Medtronic, Microsoft, NEC, nVidia, Panasonic, Peoplesoft, Playtex, Powerwave, Rheinmetall, Sharp, TRW, Tyco, Universal Avionics, Verint and Veritas Software.

Conference Call Details

Agile will discuss its first 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 Inc., Flextronics International, GE Medical, Haemonetics, Hitachi, Johnson and Johnson, Leapfrog, Lockheed Martin, Magna Steyr, Siemens, QUALCOMM and ZF are among the nearly 1200 customers in the automotive, aerospace and defense, consumer products, electronics, high tech, industrial products, and life sciences industries that have realized high impact results through their use of Agile solutions. For more information, call 408-284-4000 or visit www.agile.com.

NOTE: Agile and Agile Software are registered trademarks and Agile Product Collaboration, Agile Product Cost Management, Agile Product Service & Improvement, Agile Product Portfolio Management, Agile Engineering Collaboration, Agile Product Governance and Compliance 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 July 31,
	2004			2003
Revenues:
License	$	10,314		$	7,384
Service		16,167			10,879
Total revenues		26,481			18,263
Cost of revenues:
License		1,077			810
Service		7,479			4,759
Stock compensation		90			—
Amortization of intangible assets		178			—
Total cost of revenues		8,824			5,569
Gross profit		17,657			12,694
Operating expenses:
Sales and marketing:
Other sales and marketing		10,177			8,108
Stock compensation		159			540
Research and development:
Other research and development		5,315			5,284
Stock compensation		15			56
General and administrative:
Other general and administrative		2,661			1,760
Stock compensation		72			34
Amortization of intangible assets		656			—
Restructuring and other charges		2,132			—
Total operating expenses		21,187			15,782
Loss from operations		(3,530	)		(3,088	)
Interest and other income, net		800			830
Loss before income taxes		(2,730	)		(2,258	)
Provision for income taxes		273			417
Net loss	$	(3,003	)	$	(2,675	)
Net loss per share:
Basic and diluted	$	(0.06	)	$	(0.05	)
Weighted average shares		52,442			49,147

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 July 31,
	2004			2003
Revenues:
License	$	10,314		$	7,384
Service		16,167			10,879
Total revenues		26,481			18,263
Cost of revenues:
License		1,077			810
Service		7,479			4,759
Total cost of revenues		8,556			5,569
Gross profit		17,925			12,694
Operating expenses:
Sales and marketing		10,177			8,108
Research and development		5,315			5,284
General and administrative		2,661			1,760
Total operating expenses		18,153			15,152
Loss from operations		(228	)		(2,458	)
Interest and other income, net		800			830
Loss before income taxes		572			(1,628	)
Provision for income taxes		273			417
Net income (loss)	$	299		$	(2,045	)
Net income (loss) per share:
Basic and diluted	$	0.01		$	(0.04	)
Weighted average shares (basic)		52,442			49,147
Weighted average shares (diluted)		54,068			49,147
The above non-GAAP Statements of Operations have been adjusted to eliminate the following:
Stock compensation	$	336		$	630
Amortization of intangible assets		834			—
Restructuring and other charges		2,132			—
	$	3,302		$	630

Agile Software Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	July 31, 2004		April 30, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	119,972	$	113,069
Short-term investments		54,714		56,763
Accounts receivable, net		21,213		19,998
Other current assets		5,728		5,356
Total current assets		201,627		195,186
Long-term investments		61,058		68,389
Property and equipment, net		8,519		8,696
Goodwill		34,990		34,724
Intangible assets, net		4,621		5,456
Other assets		1,994		2,186
Total assets	$	312,809	$	314,637
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other liabilities	$	27,219	$	25,281
Deferred revenue		20,022		20,104
Total current liabilities		47,241		45,385
Other non-current liabilities		6,666		7,758
Total liabilities		53,907		53,143
Total stockholders’ equity		258,902		261,494
Total liabilities and stockholders’ equity	$	312,809	$	314,637