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 24, 2005

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 24, 2005, Agile Software Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fiscal quarter ended January 31, 2005. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

The Company includes in the press release certain non-GAAP financial measures, including non-GAAP net income (loss) and non-GAAP net income (loss) per share. As required by Regulation G, the press release contains a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures as well as a discussion of management’s uses of, and rationale for presenting, the non-GAAP financial measures.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated February 24, 2005

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 24, 2005	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 24, 2005

EX-99.1

P R E S S    R E L E A S E	Exhibit 99.1
	Agile Software Corporation 6273 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 Record Results For Third Fiscal Quarter

License revenues up 31% over prior year; Record profits achieved

San Jose, CA—February 24, 2005—Agile Software Corporation (NASDAQ: AGIL), a leading provider of product lifecycle management (PLM) solutions, today announced results for the third quarter of fiscal 2005, which ended January 31, 2005. Total revenues for the quarter set a new record at $30.3 million, compared to $26.2 million for the third quarter of fiscal 2004. License revenues for the third quarter of fiscal 2005 were $12.5 million, a 31% increase from the $9.5 million achieved in the third quarter of fiscal 2004.

Net income for the third quarter of fiscal 2005, on a generally accepted accounting principles (GAAP) basis, was $290,000, or $0.01 per share, compared to a net loss of $4.0 million or ($0.08) per share for the third quarter of fiscal 2004.

Non-GAAP net income for the third quarter of fiscal 2005 (which excludes amortization of intangibles and stock compensation) was $984,000 or $0.02 per share. Non-GAAP net loss for the third quarter of fiscal 2004 (which excludes stock compensation, acquisition-related compensation, amortization of intangibles and loss from foreign currency translation) was $972,000, or ($0.02) per share. Reconciliation between our net income (loss) on a GAAP and non-GAAP basis is provided in a table immediately following the Condensed Consolidated Statements of Operations below.

Management Commentary

“We are seeing a marked increase in the number of multi-million dollar, multi-phase PLM projects, driven by an executive focus on growing the top-line, while keeping costs in check,” said Bryan D. Stolle, Agile CEO and Chairman. “Many new and existing customers are deploying multiple products from the Agile PLM suite broadly across their enterprises and their supply chains. With the Cimmetry acquisition, we now offer our 10,000 plus customers an even broader set of PLM solutions to drive collaboration from product inception through end-of-life.”

“Agile continued its strong performance in the third quarter as evidenced by our record revenues and profitability,” said Jay Fulcher, Agile President & COO. “We are excited by the market’s broad acknowledgment of PLM as an important business imperative, and are particularly pleased with the mix between existing customers expanding their Agile implementations and customers that are choosing Agile for the first time.”

Customer Wins and Expansions

During the quarter, the Company added 19 new customers. Organizations that purchased new or additional licenses of Agile’s PLM solutions include: Adaptix, Ball Aerospace, Braun, Clearcube, Dell, Drager Medical, Epicor, Ferag AG, Finisar, Funai, General Dynamics, Heidenhain, Intuitive Surgical, Juniper, LipoSonix, Logitech, LSI, Marconi, Medtronic, NAACO, Netgear, Network Equipment, Philips, Playtex, Quanta Computer, QR Sciences, Rheinmetall, Sharp, SonoSite, Starsys, Thyssen Krupp, TRW, Twin Star Systems and Welch Allyn.

Cimmetry Acquisition

As previously announced, Agile completed the acquisition of Cimmetry Systems in the beginning of February. Cimmetry Systems is a leading provider of collaborative visualization solutions including AutoVue^™, with well over 9,500 customers worldwide across several industries including manufacturing, electronics, architectural/engineering/construction (AEC) and industrial markets. Specifically focused on enabling the use of 2D and 3D mechanical CAD (MCAD) and electronic design automation (EDA/ECAD) information across the extended enterprise, Cimmetry solutions support over 450 native formats.

Awards

Five Agile customers were selected as finalists for Managing Automation’s Progressive Manufacturing Awards. These customers include Hitachi Global Storage Technologies, Lucent Technologies, Network Equipment Technologies, Sanmina SCI and ViaSat. These companies were selected because of their use of various Agile PLM solutions to enhance their business practices.

Oracle Magazine recognized Agile software engineer Venkat Tipparam as Oracle’s Java Developer of the Year. Featured in the November/December issue of Oracle Magazine as part of its Editors’ Choice Awards 2004, Tipparam was recognized for his use of Web services for integration projects and his status as an advanced user in the EMEA region.

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 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 Inc., Flextronics International, Hitachi, Leapfrog, Lockheed Martin, Magna Steyr, Siemens, QUALCOMM and ZF are among the over 1200 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.

Non-GAAP Financial Measures

In addition to reporting our financial results in accordance with generally accepted accounting principles, or GAAP, we are also providing with this press release non-GAAP net income (loss) and non-GAAP net income (loss) per share information, together with a reconciliation between the GAAP and non-GAAP information. In preparing our non-GAAP information, we have excluded where applicable, stock-based compensation (a non-cash charge), acquisition-related amortization of intangible assets and acquired in-process research and development (non-cash charges), acquisition related compensation (a non-recurring charge), and restructuring and other charges. Because of the non-recurring or infrequent nature and/or non-cash nature of several of these charges, we believe that excluding them provides both management and investors with additional insight into our current operations, the trends affecting the Company and the Company’s marketplace performance. In particular, management finds it useful to exclude the non-cash charges in order to more readily correlate the Company’s operating activities with the Company’s ability to generate cash from operations, and excludes the non-recurring and infrequently incurred cash items as a

means of more accurately predicting liquidity requirements. Accordingly, management uses these non-GAAP measures, along with the comparable GAAP information, in evaluating our historical performance and in planning our future business activities. Please note that our non-GAAP measures may be different than those used by other companies. The additional non-GAAP financial information we present should be considered in conjunction with, and not as a substitute for, our financial information presented in accordance with GAAP.

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 January 31,						Nine Months Ended January 31,
	2005			2004			2005			2004
Revenues:
License	$	12,455		$	9,527		$	33,975		$	25,154
Service		17,825			16,656			51,003			43,960
Total revenues		30,280			26,183			84,978			69,114
Cost of revenues:
License		1,243			988			3,484			2,774
Service		8,424			8,461			23,863			21,014
Stock compensation		36			95			179			147
Acquisition-related compensation		—			339			—			595
Amortization of intangible assets		178			212			533			372
Total cost of revenues		9,881			10,095			28,059			24,902
Gross profit		20,399			16,088			56,919			44,212
Operating expenses:
Sales and marketing:
Other sales and marketing		11,956			9,828			33,170			27,499
Stock compensation		87			315			331			2,988
Research and development:
Other research and development		5,649			6,038			16,471			17,214
Stock compensation		2			53			25			165
General and administrative:
Other general and administrative		2,908			2,246			8,262			6,507
Stock compensation		34			101			157			592
Acquisition-related compensation		—			529			—			1,091
Amortization of intangible assets		357			679			1,403			1,435
Acquired in-process research and development		—			—			—			500
Restructuring and other charges		—			—			2,132			9,201
Total operating expenses		20,993			19,789			61,951			67,192
Loss from operations		(594	)		(3,701	)		(5,032	)		(22,980	)
Interest and other income, net		1,169			754			3,047			2,347
Loss from foreign currency translation		—			(743	)		—			(743	)
Income (loss) before income taxes		575			(3,690	)		(1,985	)		(21,376	)
Provision for income taxes		285			348			820			1,008
Net income (loss)	$	290		$	(4,038	)	$	(2,805	)	$	(22,384	)
Net income (loss) per share:
Basic and diluted	$	0.01		$	(0.08	)	$	(0.05	)	$	(0.45	)
Weighted average shares outstanding
Basic		53,058			51,947			52,732			50,139
Diluted		54,840			51,947			52,732			50,139

Agile Software Corporation

Non-GAAP Financial Measures and Reconciliations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended January 31,					Nine Months Ended January 31,
	2005		2004			2005			2004
GAAP net income (loss) to non-GAAP net income (loss) reconciliation:
GAAP net income (loss)	$	290	$	(4,038	)	$	(2,805	)	$	(22,384	)
Stock compensation		159		564			692			3,892
Acquisition-related compensation		—		868			—			1,686
Amortization of intangible assets		535		891			1,936			1,807
Acquired in-process research and development		—		—			—			500
Restructuring and other charges		—		—			2,132			9,201
Loss from foreign currency translation		—		743			—			743
Non-GAAP net income (loss)	$	984	$	(972	)	$	1,955		$	(4,555	)
GAAP diluted to non-GAAP diluted net income (loss) per share reconciliation:
GAAP diluted net income (loss) per share	$	0.01	$	(0.08	)	$	(0.05	)	$	(0.45	)
Stock compensation		—		0.01			0.01			0.08
Acquisition-related compensation		—		0.02			—			0.03
Amortization of intangible assets		0.01		0.02			0.04			0.04
Acquired in-process research and development		—		—			—			0.01
Restructuring and other charges		—		—			0.04			0.18
Loss from foreign currency translation		—		0.01			—			0.02
Non-GAAP diluted net income (loss) per share	$	0.02	$	(0.02	)	$	0.04		$	(0.09	)
Weighted average shares used in calculating non-GAAP diluted net income per share		54,840		51,947			54,432	(1)		50,139

(1) Weighted average shares used in calculating non-GAAP diluted net income per share for the nine months ended January 31, 2005 were computed while giving effect to all dilutive potential common shares, which were anti-dilutive for the purpose of calculating GAAP diluted net loss per share.

Agile Software Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	January 31, 2005		April 30, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	90,321	$	45,337	(1)
Short-term investments		106,755		124,495	(1)
Accounts receivable, net		23,146		19,998
Other current assets		7,173		5,356
Total current assets		227,395		195,186
Long-term investments		44,264		68,389
Property and equipment, net		8,734		8,696
Goodwill		35,485		34,724
Intangible assets, net		3,520		5,456
Other assets		1,255		2,186
Total assets	$	320,653	$	314,637
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other liabilities	$	27,871	$	25,281
Deferred revenue		21,942		20,104
Total current liabilities		49,813		45,385
Other non-current liabilities		7,283		7,758
Total liabilities		57,096		53,143
Total stockholders’ equity		263,557		261,494
Total liabilities and stockholders’ equity	$	320,653	$	314,637

(1) The Company has reclassified its auction rate securities, previously classified as cash equivalents, as short-term investments for each of the periods presented in the accompanying unaudited condensed consolidated balance sheets. This reclassification has no impact on our Unaudited Condensed Consolidated Statements of Operations.