##### Table of Contents

---




UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-Q





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended July 31, 2002





OR





| ̈ |  | 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) 000-27071





---




AGILE SOFTWARE CORPORATION


(Exact name of
registrant as specified in its charter)








Delaware

77-0397905(State of incorporation)

(IRS Employer Identification
Number)





One Almaden Boulevard, San Jose, Ca 95113-2253


(Address of principal executive offices, including ZIP code)





(408) 975-3900


(Registrants telephone number, including area code)





None


(Former name, former address and former fiscal year, if changed since last
report)





---




Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ̈





The number of shares outstanding of the Registrants Common
Stock as of July 31, 2002 was 48,469,816.





---






---

##### Table of Contents




AGILE SOFTWARE CORPORATION





I
NDEX





Page No.Part I.

Financial InformationItem 1.

Financial Statements (unaudited)Condensed Consolidated Balance Sheets at July 31, 2002 and April 30, 2002

3Condensed Consolidated Statements of Operations for the Three Months Ended July 31, 2002 and 2001

4Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2002 and 2001

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

34Part II.

Other InformationItem 1.

Legal Proceedings

35Item 2.

Changes in Securities and Use of Proceeds

35Item 3.

Defaults Upon Senior Securities

35Item 4.

Submission of Matters to a Vote of Security Holders

35Item 5.

Other Information

36Item 6.

Exhibits and Reports on Form 8-K

36Signature and Certifications

37Exhibit Index

38




2




---

##### Table of Contents




PART 1FINANCIAL INFORMATION





Item 1.Financial Statements





AGILE SOFTWARE CORPORATION





CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands)


(unaudited)





July 31, 2002


April 30, 2002(1)ASSETSCurrent assets:Cash and cash equivalents

$
121,782


$
123,374Short-term investments


151,952



162,175Accounts receivable, net of allowance for doubtful accounts of $997 and $1,112 as of July 31, 2002 and April 30, 2002,
respectively


7,693



6,538Other current assets


6,792



8,052Total current assets


288,219



300,139Property and equipment, net


11,105



10,887Other assets


5,825



8,038$
305,149


$
319,064LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
3,897


$
5,113Accrued expenses and other liabilities


13,249



14,120Deferred revenue


12,836



13,200Total current liabilities


29,982



32,433Stockholders equity:Common Stock


48



48Additional paid-in capital


512,030



512,349Notes receivable from stockholders


(242
)


(249
)Unearned stock compensation


(3,060
)


(4,004
)Accumulated other comprehensive income


344



92Accumulated deficit


(233,953
)


(221,605
)Total stockholders equity


275,167



286,631$
305,149


$
319,064


---

|(1) |  | The April 30, 2002 consolidated balance sheet information has been derived from the audited financial statements at that date.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------




See accompanying notes to these condensed consolidated financial statements.




3




---

##### Table of Contents

AGILE SOFTWARE CORPORATION





CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except per share data)


(unaudited)





Three Months Ended July
31,2002


2001Revenues:License

$
6,855


$
16,007Professional services and maintenance


9,169



7,318Total revenues


16,024



23,325Cost of revenues:License


651



962Professional services and maintenance


4,662



3,705Stock compensation


24



27Total cost of revenues


5,337



4,694Gross profit


10,687



18,631Operating expenses:Sales and marketing:Other sales and marketing


11,673



15,068Stock compensation


455



435Research and development:Other research and development


8,065



8,348Stock compensation


105



138General and administrative:Other general and administrative


1,637



2,200Stock compensation (recovery)


(41
)


(186
)Amortization of goodwill and other intangible assets






189Merger related benefit






(835
)Total operating expenses


21,894



25,357Loss from operations


(11,207
)


(6,726
)Interest and other income, net


1,515



3,259Impairment of equity investments


(2,560
)


(1,446
)Loss before income taxes


(12,252
)


(4,913
)Provision for income taxes


96



107Net loss

$
(12,348
)

$
(5,020
)Net loss per share:Basic and diluted

$
(0.26
)

$
(0.11
)Weighted average shares


48,176



46,790





See accompanying notes to these condensed consolidated financial
statements.




4




---

##### Table of Contents




AGILE SOFTWARE CORPORATION





CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands)


(unaudited)





Three Months Ended July 31,2002


2001Cash flows from operating activities:Net loss

$
(12,348
)

$
(5,020
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Provision for doubtful accounts






349Depreciation and amortization


2,161



2,322Amortization of stock compensation


543



414Impairment of equity investments


2,560



1,446Changes in operating assets and liabilities:Accounts receivable, net


(1,155
)


6,372Other assets, current and non-current


913



(2,182
)Accounts payable


(1,216
)


(4,696
)Accrued expenses and other liabilities


(871
)


(486
)Deferred revenue


(364
)


(5,023
)Net cash used in operating activities


(9,777
)


(6,504
)Cash flows from investing activities:Purchases of investments


(50,010
)


(124,679
)Proceeds from maturities and sales of investments


60,485



82,605Purchases of privately-held investments






(150
)Acquisition of property and equipment


(2,379
)


(3,657
)Net cash provided by (used in) investing activities


8,096



(45,881
)Cash flows from financing activities:Repayment of capital lease obligations






(350
)Proceeds from issuance of common stock, net of repurchases


82



1,218Repayment of notes receivable from stockholders


7



58Net cash provided by financing activities


89



926Net decrease in cash and cash equivalents


(1,592
)


(51,459
)Cash and cash equivalents at beginning of period


123,374



139,917Cash and cash equivalents at end of period

$
121,782


$
88,458Non-cash investing and financing activities:Reductions in unearned stock compensation

$
(401
)

$
(1,550
)





See accompanying notes to these condensed consolidated financial
statements.




5




---

##### Table of Contents




AGILE SOFTWARE CORPORATION





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





1.    Basis of Presentation





The accompanying unaudited condensed consolidated financial statements of Agile Software Corporation and its subsidiaries (Agile or the Company)
have been prepared by the Company and reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for
the interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending April 30, 2003. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with the Securities and Exchange Commissions rules and regulations. These unaudited condensed consolidated financial statements
and notes included herein should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the fiscal year ended April 30, 2002, included in the Companys Annual Report on Form 10-K filed on
July 26, 2002 with the Securities and Exchange Commission.





Certain reclassifications have been made to prior year
balances in order to conform to the current period presentation. These classifications had no impact on previously reported net loss or cash flows.





2.    Concentrations of Credit Risk and Significant Customers





Revenues
from one customer were approximately 16% of the Companys total revenues for the three months ended July 31, 2002 and accounts receivable from this customer represented approximately 17% of the Companys accounts receivable at July 31,
2002. No customer represented more than 10% of the Companys total revenues for the three months ended July 31, 2001 and no customer represented more than 10% of the Companys accounts receivable at July 31, 2001.





3.    Revenue recognition





The Company recognizes revenues in accordance with SOP 97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, with Respect to
Certain Transactions.





The Company derives revenues from the license of software products under software
license agreements and from the delivery of professional services and maintenance services. When contracts contain multiple elements, and vendor-specific objective evidence of fair value exists for all undelivered elements, the Company accounts for
the delivered elements in accordance with the residual method prescribed by SOP 98-9. Multiple element arrangements generally include post-contract customer support (PCS or maintenance), software products, and in some cases, services.
Vendor-specific objective evidence of fair value is generally determined by sales of the individual element or service to other customers, or with respect to PCS, through a renewal rate specified in the related arrangement or by sales of the element
when sold separately.





License revenues are recognized when persuasive evidence of an arrangement exists, the fee
is fixed or determinable, collectibility is probable, and delivery and customer acceptance (including the expiration of an acceptance period), if required under the terms of the contract, of the software products have occurred. In the event the
Company grants its customers the right to specified upgrades, license revenue is deferred until delivery of the specified upgrade. If vendor-specific objective evidence of fair value exists for the specified upgrade, then an amount equal to this
fair value is deferred. If vendor-specific objective evidence of fair value does not exist, then the entire license fee is deferred until the delivery of the specified upgrade. Allowances for estimated returns are provided upon product delivery. In
instances where vendor obligations remain, revenues are deferred until the obligation has been satisfied.





Revenues from professional services consist of training and implementation services. Training revenues are recognized as the services are performed. Professional services are not essential to the functionality of the other elements
of the arrangement and are accounted for separately. Professional services are recognized as the services




6




---

##### Table of Contents

are performed for time and materials contracts or upon acceptance of milestones on fixed price contracts. A provision for estimated losses on fixed-price professional services contracts is
recognized in the period in which the loss becomes known.





Maintenance revenues are recognized ratably over the
term of the maintenance contract, which is generally twelve months. Maintenance contracts include the right to unspecified upgrades on a when-and-if available basis, and ongoing support.





4.    Net Loss Per Share





Basic net loss per share is computed by dividing the net loss available to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period less unvested restricted Common
Stock. Diluted net loss per share is the same as basic net loss per share because the calculation of diluted net loss per share excludes potential shares of Common Stock since their effect is antidilutive. Potential shares of Common Stock consist of
unvested restricted Common Stock, incremental common shares issuable upon the exercise of stock options and a warrant.





The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):





Three Months Ended July 31,2002


2001Numerator:Net loss

$
(12,348
)

$
(5,020
)Denominator:Weighted average shares


48,460



47,586Weighted average unvested shares of Common Stock subject to repurchase


(284
)


(796
)Denominator for basic and diluted calculation


48,176



46,790Net loss per share:Basic and diluted

$
(0.26
)

$
(0.11
)





The following table sets forth potential shares of Common Stock
that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive as of the dates indicated below (in thousands):





As of July 31,2002

2001Common Stock warrant

50

50Unvested Common Stock subject to repurchase

265

704Common Stock options

14,808

15,77915,123

16,533







7




---

##### Table of Contents

5.    Comprehensive Income





The Companys comprehensive income, which encompasses net income and unrealized gains or losses on available-for-sale securities, is as follows:


Three Months Ended July 31,2002


2001Net loss

$
(12,348
)

$
(5,020
)Unrealized gains on availabe-for-sale securities


252



97Comprehensive loss

$
(12,096
)

$
(4,923
)





6.    Segment Information





The Company identifies its operating segments based on business activities, management responsibility and geographical location of the
customer. During three months ended July 31, 2002 and 2001, the Company operated in a single business segment. Revenues from foreign customers were approximately 26% of total revenues during the three months ended July 31, 2002. Revenues from
foreign customers were less than 10% of total revenues in the three months ended July 31, 2001. Our international revenues were derived primarily from sales to customers located in Japan, Europe and Asia Pacific. Revenues are attributed to
geographic locations based upon the location of the customer.





7.    Stock compensation





Stock compensation expense is being recognized over the applicable vesting period of the options, generally five years,
consistent with the accelerated amortization method prescribed by FASB Interpretation No. 28. Amortization of stock compensation for employees was $419,000 and $492,000 for the three months ended July 31, 2002 and July 31, 2001, respectively.





Stock compensation expense related to stock options granted to consultants is recognized as earned, over the
applicable vesting period of the options, generally five years, consistent with the accelerated amortization method prescribed by Financial Accounting Standards Board (FASB) Interpretation No. 28. At each reporting date, the Company
re-values the stock compensation using the Black-Scholes option pricing model for unvested options. As a result, the stock compensation expense fluctuates with the movement in the fair market value of the Companys common stock. Amortization of
stock compensation for consultants was $124,000 and $(78,000) for the three months ended July 31, 2002 and July 31, 2001, respectively.





During the three months ended July 31, 2002 and 2001, respectively, we terminated employment for individuals for whom we had recognized deferred stock composition and had recognized related expense on
unvested options using an accelerated method. In addition, we revalued certain unvested options granted to consultants using the Black-Scholes model, that we had recognized deferred stock compensation and had recognized related expense on unvested
options using the accelerated method. Accordingly, during the three months ended July 31, 2002 and 2001, respectively, the Company reduced unearned stock compensation, which would have been amortized to future expense of $(401,000) and $(1.5
million). Further, we reduced amortization to expense of unearned stock compensation by $(164,000) and $(768,000) for the three months ended July 31, 2002 and 2001, respectively to record the benefit of previously recognized expense on unvested
options.





8.    Marketable Investments





The Companys marketable investments are comprised of U.S., state, and municipal government obligations; corporate debt securities; and foreign debt securities.
Investments with maturities of less than one year are considered short-term and are carried at fair value. All investments are held in the Companys name and custodied with one major financial institution. The specific identification method is
used to determine the cost of securities. At July 31, 2002 and April 30, 2002, all of the Companys investments were classified as current and available for sale. Unrealized gains and losses on these investments are included as a separate
component of stockholders equity. Realized gains and losses and declines in value considered to be other than temporary are included in interest and other income.




8




---

##### Table of Contents




9.    Other Assets





Other assets include investments in equity instruments of privately held companies, which amounted to $1.1 million and $3.5 million at July 31, 2002 and April 30, 2002,
respectively. These investments, accounted for using the cost method and consisting primarily of investments in a venture fund and preferred stock, are reviewed each reporting period for declines considered other-than-temporary, and, if appropriate,
written down to their estimated fair value.





During the three months ended July 31, 2002 and 2001, the Company
determined that such investments had incurred a decline in value that was other-than-temporary and, accordingly, their carrying amounts were reduced to their estimated fair value by a charge to other income (expense) of $2.6 million and $1.4 million
in the three months ended July 31, 2002 and 2001, respectively.





Other assets also include prepaid software
license fees paid to third party software developers for technology integrated into our products, which amounted to $4.6 million and $4.7 million as of July 31, 2002 and April 30, 2002, respectively. Management evaluates the future realization of
such costs quarterly and charges to operations any amounts that management deems unlikely to be fully realized through future sales. Such prepaid software license fees are classified as current and noncurrent assets based upon estimated product
release date.





10.    Restructuring Accrual





During the fourth quarter of fiscal 2002, the Company implemented a restructuring program to reduce expenses to align its operations and cost structure with existing market
conditions. The restructuring program included a reduction of approximately 15% of worldwide headcount or 75 employees, across all functions. The restructuring program also included facility and lease costs related to the closure of certain excess
facilities and activities that the Company exited.





The significant components of the restructuring accrual as of
July 31, 2002 are as follows (in thousands):





Accrual at April 30, 2002

Cash Payments


Accrual at July 31, 2002Workforce reductions

$
1,982

$
(978
)

$
1,004Facilities costs


729


(88
)


641Total

$
2,711

$
(1,066
)

$
1,645





The remaining cash payments relating to employee severance and
fringe benefits are expected to be paid by January 31, 2003, and the remaining cash payments relating to facilities and leases are expected to be paid through August 2005.





11.    Option Exchange Program





On
October 18, 2001, we announced a voluntary stock option exchange program for our employees. Under the program, our option holders had the opportunity to cancel outstanding options with an exercise price in excess of $15.00 per share in exchange for
new options to be granted at a future date that is at least six months and one day after the date of cancellation, which was November 19, 2001. The number of shares of common stock subject to the new options was equal to 75% of the number subject to
the exchanged options. Under the exchange program, options for 4.0 million shares of our common stock were tendered and cancelled. On May 31, 2002, we issued options to purchase approximately 2.5 million shares of common stock to replace the
tendered options. In addition, a certain number of employees terminated their employment in the intervening six months, and were not granted replacement options. The exercise price of each replacement option is $8.34 per share, which was the fair
market value of our common stock on May 31, 2002, represented by the closing sale price on such date on the Nasdaq




9




---

##### Table of Contents

National Market. The replacement options have terms and conditions that are substantially the same as those of the canceled options. The exchange program did not result in any additional
compensation charges or variable plan accounting. Members of our Board of Directors did not participate in this program.





12.    Litigation





On or around October 25, 2001, a stockholder class
action complaint was filed in the United States District Court for the Southern District of New York against us, several of our officers and directors, and the underwriters of our initial public offering, Rennel Trading Corp. et al. v. Agile
Software Corp. et al., Index No. 01-CV-9801 (SAS). The class action has been consolidated for pre-trial purposes with more than one thousand other actions, filed against more than 300 other issuers of securities, affiliated individuals, and dozens
of underwriters of the securities offerings in In Re Initial Public Offering Securities Litigation, 21 MC 92 (SAS). The plaintiffs allege that the prospectus for the initial public offering of Agile securities, incorporated in the Registration
Statement on Form S-1 filed with the Securities and Exchange Commission, was materially false and misleading because it failed to disclose, among other things, that the underwriters had made secret arrangements for aftermarket purchases of the
securities, and made arrangements for excessive and improper underwriters compensation in the form of increased brokerage commissions. The plaintiffs recently filed an amended complaint that additionally alleges that the prospectus for a secondary
offering of Agile securities, conducted on December 13, 1999, and incorporated into a Registration Statement on Form S-1 filed with the Securities and Exchange Commission, also was materially false and misleading for the same alleged reasons. The
plaintiffs also allege that the Companys stock price was artificially inflated as a result of the alleged underwriter practices. Plaintiffs attempt to state and claim violations by the Company, the individuals and the underwriters of Section
11 of the Securities Act of 1933, violations by the individual defendants and underwriters of Section 12(a)(2) of the Securities Act, and violations by the underwriters of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder by the Securities and Exchange Commission. The litigation is in an early phase, and no substantive rulings have been issued by the Court. The Company believes that it has meritorious defenses against these actions and intends
to vigorously defend them.





We are also subject to various other claims and legal actions arising in the ordinary
course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on our business, financial condition or results of operations.





13.    Goodwill and Intangible Assets





Effective May 1, 2002, we adopted Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, which establishes new
accounting and reporting requirements for goodwill and other intangible assets. Under SFAS No. 142, all goodwill amortization ceased effective May 1, 2002 and recorded goodwill was tested for impairment by comparing the fair value of Agile Software
Corporation, as determined by its implied market capitalization, to its consolidated carrying value including recorded goodwill. An impairment test is required to be performed at adoption of SFAS No. 142 and at least annually thereafter. On an
ongoing basis (absent any impairment indicators), we expect to perform our impairment testing during the three months ended April 30.





In connection with adopting SFAS 142, we also reassessed the useful lives and the classification of our identifiable intangible assets. Based upon such assessment, the Company reclassified $2.1 million of its intangible
assets, representing acquired workforce in place to goodwill and ceased amortization of such amounts. As of April 30, 2002 the Company had gross intangible assets of $2.2 million and related amortization of approximately $1.9 million. Prospectively,
the Company will not record any material amortization related to the intangible assets existing at April 30, 2002. Based on our initial impairment test, we determined that none of the recorded goodwill was impaired. Impairment adjustments recognized
after adoption, if any, are generally required to be recognized as operating expenses.







10




---

##### Table of Contents

Actual results of operations for the three-month periods ended July 31, 2002 and 2001 and pro forma results of operations
for the three-month periods ended July 31, 2002 and 2001, had we applied the non-amortization provisions of SFAS No. 142 in those periods, is as follows (in thousands, except per share amounts):





Three Months Ended July
31,2002


2001Net loss as reported

$
(12,348
)

$
(5,020
)Add: amortization of goodwill






189Pro forma net loss

$
(12,348
)

$
(4,831
)Net loss per share as reported

$
0.26


$
0.11Pro forma net loss per share

$
0.26


$
0.10





14.    Recent Accounting Pronouncements





On October 3, 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144
supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No. 144 applies to all long-lived assets (including discontinued operations) and consequently amends Accounting Principles
Board Opinion No. 30. SFAS No. 144 develops one accounting model for long-lived assets that are to be disposed of by sale. SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair
value less cost to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for the Company for all financial statements issued in fiscal 2003. The Company does not believe that the adoption of SFAS No. 144 will have a material impact on
its financial position or results of operations.





On July 29, 2002, the FASB issued SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses significant issues relating to the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities,
and nullifies the guidance in Emerging Issues Task Force (EITF) Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring.) SFAS No. 146 requires that the initial liability for costs associated with exit and disposal activities be measured at fair value and prohibits the recognition of a liability based solely on an entitys commitment to a
plan, which, in turn, nullifies EITF 94-3. The provisions of SFAS No. 146 are effective for exit or disposal activities initiated after December 31, 2002. Retroactive application of FAS 146 is prohibited and, accordingly, liabilities recognized
prior to the initial application of FAS 146 should continue to be accounted for in accordance with EITF 94-3 or other applicable preexisting guidance. The Company does not currently believe that the adoption of SFAS No. 146 will have a material
impact on its financial position or results of operations.




11




---

##### Table of Contents




Item 2.M
anagements Discussion and Analysis of Financial Condition and Results of Operations





The information in this discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and
uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as may, will, should, estimates,
predicts, potential, continue, strategy, believes, anticipates, plans, expects, intends, and similar expressions are intended to identify
forward-looking statements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not
limited to, those discussed in Other Factors Affecting Operating Results and Liquidity and Capital Resources below, as well as Risk Factors included in our Annual Report on Form 10-K filed on July 26, 2002 with the Securities
and Exchange Commission. The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this report.





Overview





We develop and market product chain
management solutions to help companies work internally and with their suppliers and customers to build better, more profitable products faster. We believe that our products reduce time-to-volume and cost of goods sold and improve customer
responsiveness and product quality. Our solutions manage the system of record for a companys products and provide business applications for critical communication and collaboration about the product record among manufacturers, outsourced
manufacturing providers, suppliers and customers. Our products help companies manage complex supply chains, as well as globally dispersed engineering, manufacturing, sales and distribution functions. We were founded in March 1995 and in June 1996 we
began selling our first products and delivering related services. We currently license our products in the United States through our direct sales force, and in Japan, Europe and Asia-Pacific both through our direct sales force and distributors. To
date, international revenues have been growing as we have expanded our international sales force. Revenues from foreign customers were approximately 26% of total revenues in the three months ended July 31, 2002. Revenues from foreign customers were
less than 10% of total revenues in the three months ended July 31, 2001. The increase in revenue from foreign customers as a percentage of total revenues was due primarily to increases in Japan, and to a lesser extent, Europe.





Customers who license our software products receive a license for our application servers, one or more user licenses, and
adapters provided by third parties to connect with the customers other existing enterprise systems. Our customers generally purchase a limited number of user licenses at the time of the initial license of the software products and may purchase
additional user licenses as needed. Customers may purchase implementation services from us. These professional services are generally provided on a fixed-price or time-and-materials basis and may be provided by third-party consulting organizations.
We also offer fee-based training services to our customers. As of July 31, 2002, over 98% of our customers of new or add-on licenses purchased maintenance contracts, which provide unspecified software upgrades on a when-and-if available basis, and
technical support over a stated term, which is generally a twelve-month period. Over 90% of our existing customers had renewed their maintenance contracts as of July 31, 2002. We may not be able to maintain or continue these rates of purchases or
renewals of maintenance agreements.





As a result of unfavorable global economic conditions and a reduction in
information technology spending around the world, during the fourth quarter of 2002, we announced a worldwide restructuring program to reduce expenses to align our operations and cost structure with market conditions. During the fourth quarter of
2002, we recorded $6.3 million of restructuring and other charges associated with the worldwide restructuring plan. Our restructuring plan and associated costs consisted of $2.4 million for severance benefits and other associated costs resulting
from our reduction in personnel, which included $447,000 in stock compensation charges, $729,000 to downsize and close excess facilities, $902,000 relating to write-down of leasehold improvements and prepaid software licenses resulting from
discontinued projects, and $2.2 million of charges related to the write down of impaired assets primarily comprised of prepaid software licenses used in our products. Management estimates that the restructuring will result in annualized cost
reductions of approximately $12.0 million in salary and benefit costs and $263,000 in facility costs.




12




---

##### Table of Contents




The restructuring plan resulted in the termination of employment of approximately
15% of our worldwide headcount or 75 personnel. The terminations were made across all business functions and geographic regions. Costs resulting from the restructuring included severance benefits and out-placement services. All termination benefits
were communicated to the affected employees on April 30, 2002.





We have incurred quarterly and annual losses in
each of the years since we were formed and we expect to continue to incur quarterly and annual losses in the near term. We incurred losses of $12.3 million and $5.0 million in the three months ended July 31, 2002 and 2001, respectively. As of July
31, 2002, we had an accumulated deficit of approximately $234.0 million. We expect to continue to incur significant sales and marketing, research and development, general and administrative expenses and stock compensation expenses, resulting in
continued operating losses for the foreseeable future. Accordingly, in order to achieve profitability, we will need to increase our revenues significantly or cut our cost run rate.





Use of Estimates and Critical Accounting Policies





In
preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on our revenues, loss from operations, and net loss, as well as on the value of certain assets on our balance sheet. We believe that
there are several accounting policies that are critical to an understanding of our historical and future performance, as these policies affect the reported amounts of revenues, expenses, and significant estimates and judgments applied by management.
While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include revenue recognition, allowance for doubtful accounts, impairment of long-lived assets and
restructuring reserves, which are described below.





In addition to the estimates and assumptions that we use to
prepare our historical financial statements, we monitor our sales pipeline in order to estimate the timing and amount of future revenues. If we are unable to properly estimate the timing and amount of revenues, our future operations could be
significantly impacted. Our sales pipeline may not consistently relate to revenues in a particular period, as the data upon which the assumptions and estimates were made by management may change. For example, the current economic slowdown has
resulted in reduced information technology spending that has caused customers to delay and reduce purchasing decisions. Accordingly, it has been harder to close contracts with customers, the size of the transactions have decreased, and many of our
license contracts are pushed to the very end of the quarter, making it difficult for us to forecast revenues for the quarter, and adjust spending to respond to variations in revenue growth during the quarter, all of which has adversely affected our
business, financial condition and results of operations.





Revenue Recognition





We recognize revenue in accordance with Statement of Position, or SOP 97-2, Software Revenue Recognition, and SOP 98-9,
Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions. We recognize license revenues when all of the following criteria are met: persuasive evidence of an arrangement exists, the fee is fixed or
determinable, collectibility is probable, delivery of the product has occurred and the customer has accepted the product (including the expiration of an acceptance period) if the terms of the contract include an acceptance requirement. In the event
that we grant a customer the right to specified upgrades and vendor-specific objective evidence of fair value exists for such upgrades, we defer license revenue in an amount equal to this fair value until we have delivered the specified upgrade. If
vendor-specific objective evidence of fair value does not exist, then we defer recognition of the entire license fee until we deliver the specified upgrade. We provide allowances for estimated returns at the time we deliver product, based upon our
historical level of returns. If professional services are essential to the functionality of the other elements of the arrangement, we defer recognition of revenue until we had satisfied our professional services obligations. To date, professional
services have not been essential to the functionality of the other elements, and thus have been accounted for separately.





We consider a non-cancelable agreement signed by us and the customer to be evidence of an arrangement. Delivery is considered to occur when media containing the licensed programs is provided to a common carrier, or the customer is
given electronic access to the licensed software. Our typical end user license agreements do not contain acceptance clauses. We consider the fee to be fixed or determinable if the fee is not subject to refund or adjustment. If the fee is not fixed
or determinable, we recognize revenue as the amounts become due and payable. Probability of collection is based upon our assessment of the customer s financial condition through review of their current




13




---

##### Table of Contents

financial statements or credit reports. Collection is deemed probable if we expect that the customer will be able to pay amounts under the
arrangement as payments become due. For follow-on sales to existing customers, prior payment history is also used to evaluate probability of collection. If we determine that collection is not probable, we defer the revenue and recognize the revenue
upon cash collection.





When our software licenses contain multiple elements, we allocate revenue to each element
based on the relative fair values of the elements. Multiple element arrangements generally include post-contract support (PCS or maintenance), software products, and in some cases, services. Revenue from multiple-element arrangements is allocated to
undelivered elements of the arrangement, such as PCS, based on the relative fair values of the elements specific to us. Our determination of fair value of each element in multi-element arrangements is based on vendor-specific objective evidence,
which is generally determined by sales of the individual element or service to third parties or by reference to a renewal rate specified in the related arrangement or by sale of the element when sold seperately.





Where vendor-specific objective evidence of fair-value exists for all undelivered elements, but evidence does not exist for one or more
delivered elements, we account for the delivered elements in accordance with the Residual Method prescribed by SOP 98-9. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement
fee is recognized as revenue. In most cases, the bundled multiple elements include PCS and the software product. In such cases, when vendor-specific objective evidence of fair value exists for all of the undelivered elements (most commonly PCS), the
residual or remaining amount is recognized as revenue and the PCS is recognized ratably over the PCS term, which is typically 12 months.





Revenues from professional services consist of training and implementation services. Training revenues are recognized as the services are performed. Professional services are not essential to the functionality of the other
elements of the arrangement and are accounted for separately. Professional services are recognized as the services are performed for time and materials contracts or upon acceptance of milestones on fixed price contracts. A provision for estimated
losses on fixed-price professional services contracts is recognized in the period in which the loss becomes known.





A customer typically prepays maintenance revenues for the first 12 months and the related maintenance revenues are recognized ratably monthly over the term of the maintenance contract, which is generally 12 months. Maintenance
contracts include the right to unspecified upgrades on a when-and-if available basis, and ongoing support.





Deferred revenues include amounts received from customers for which revenue has not yet been recognized that generally results from deferred maintenance, consulting or training services not yet rendered and license revenue deferred
until all requirements under SOP 97-2 are met. Deferred revenue is recognized upon delivery of our products, as services are rendered, or as other requirements requiring deferral under SOP 97-2 are satisfied.





Allowance for Doubtful Accounts and Sales Returns





We maintain an allowance for doubtful accounts and a sales return allowance at amounts we estimate to be sufficient to provide adequate protection against losses resulting
from collecting less than full payment on our receivables and for sales returns. A considerable amount of judgment is required when we assess the realization of receivables, including assessing the probability of collection and the current
credit-worthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts may be required.





Investments





We invest in equity instruments of privately-held companies for business and strategic purposes. These investments are included in other long-term assets and are accounted for under the cost method
when ownership is less than 20% and we do not have the ability to exercise significant influence over operations. For these investments, we regularly review the assumptions underlying the operating performance and cash flow forecasts in assessing
the carrying values. We identify and record impairment losses when events and circumstances indicate that such assets might be impaired.




14




---

##### Table of Contents




During the three months ended July 31, 2002 and 2001, we determined that such
investments had incurred a decline in value that was other-than-temporary based upon specific triggering events and, accordingly, we reduced their carrying amounts to estimated fair value by a charge to other income (expense) of $2.6 million and
$1.4 million in the three months ended July 31, 2002 and 2001, respectively. To the extent that events or circumstances cause our assumptions to change, additional charges may be required which could be material.





Prepaid Software License Fees





Prepaid software license fees are paid to third party software developers under development arrangements for technology integrated into our products. We amortize the prepaid license fees to cost of
revenues based upon the actual number of units we ship or net revenue earned over the period of the agreement with the third party developer. Management evaluates the future realization of such costs quarterly and charges to operations any amounts
that management deems unlikely to be fully realized through future sales. Such costs are classified as current and noncurrent assets based upon estimated product release date. We have recorded impairment charges for these prepaid software license
fees in the past and to the extent that events or circumstances cause our assumptions to change, additional charges may be required which could be material.





Restructuring Accrual





In the three months ended April 30,
2002, we announced a worldwide restructuring and established an accrual for severance and other associated costs incurred as a result of our reduction in personnel and against outstanding lease commitments for properties that we intend to vacate.
These future estimated lease obligations include rent, and utilities and have been reduced by estimated sublease income. These estimates will be reviewed and revised quarterly and may result in an increase to restructuring expense should we not be
able to lease the properties in a reasonable period or at a rate significantly different than estimated.





Stock
Options and Warrants





In connection with certain employee and consultant stock option grants, we have recorded
unearned stock compensation totaling $35.0 million through July 31, 2002, of which $3.1 million remains to be amortized. For employees, unearned stock compensation represents the difference between the option price and the deemed fair value of our
common stock on the date of grant and is reported as unearned stock compensation, a component of stockholders equity. Unearned stock compensation is amortized through charges to operations over the vesting period of the options, which is
generally five years, consistent with the accelerated amortization method as described in Financial Accounting Standards Board, or FASB, Interpretation No. 28. Stock compensation expense for employees and consultants was $543,000 and $414,000 for
the three months ended July 31, 2002 and 2001, respectively.





In connection with certain options granted to
consultants in fiscal 2000, we re-value the unvested options using the Black-Scholes option-pricing model at each balance sheet date as prescribed by SFAS No. 123. As a result, stock compensation will fluctuate as the fair value of our stock
fluctuates through fiscal 2005. We calculated the fair value of the unvested options subject to variable accounting, at $280,000 as of July 31, 2002, using the following underlying assumptions: expected volatility of 100%, risk-free interest rates
of 2.00% and option terms of two to four years.





In September 2000, in connection with a marketing alliance with a
third party, we issued a warrant to purchase 50,000 shares of our common stock at an exercise price of $67.05 per share, the fair value of our common stock on the date of the agreement. We recorded a charge of $2.0 million representing the fair
value of the warrant at the time of issuance, estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: risk-free rate of 5.75%, expected life of 3 years, expected dividend rate of 0%, and volatility of
80%. Such amount is presented as a reduction of stockholders equity and is being amortized to sales and marketing expense over the three-year life of the marketing alliance.





The warrant was granted on a non-contingent basis and vested immediately. The warrant is not subject to repurchase, nor does it require substantial performance for the
third party to exercise. The marketing alliance is a three-year non-exclusive cooperative agreement, which is designed to enhance our and the third partys potential




15




---

##### Table of Contents

revenues in their respective areas, and credibility in collaborative manufacturing commerce without constraining each others business. We
will each be responsible for our own cost and expenses in performing joint marketing sales activities.





On October
18, 2001, we announced a voluntary stock option exchange program for our employees. Under the program, our option holders had the opportunity to cancel outstanding options with an exercise price in excess of $15.00 per share in exchange for new
options to be granted at a future date that is at least six months and one day after the date of cancellation, which was November 19, 2001. The number of shares of common stock subject to the new options was equal to 75% of the number subject to the
exchanged options. Under the exchange program, options for 4.0 million shares of our common stock were tendered and cancelled. On May 31, 2002, we issued options to purchase approximately 2.5 million shares of common stock to replace the tendered
options. In addition, a certain number of employees terminated their employment in the intervening six months, and were not granted replacement options. The exercise price of each replacement option is $8.34 per share, which was the fair market
value of our common stock on May 31, 2002, represented by the closing sale price on such date on the Nasdaq National Market. The replacement options have terms and conditions that are substantially the same as those of the canceled options. The
exchange program did not result in any additional compensation charges or variable plan accounting. Members of our Board of Directors did not participate in this program.




16




---

##### Table of Contents




Results of Operations





The following table sets forth selected consolidated financial data for the periods indicated, expressed as a percentage of total revenues:





Three Months Ended July 31,2002


2001Revenues:License

43
%

69
%Professional services and maintenance

57


31Total revenues

100


100Cost of revenues:License

4


4Professional services and maintenance

29


16Stock compensation




Total cost of revenues

33


20Gross profit

67


80Operating expenses:Sales and marketing:Other sales and marketing

73


65Stock compensation

3


2Research and development:Other research and development

50


36Stock compensation

1


1General and administrative:Other general and administrative

10


9Stock compensation (recovery)




(1
)Amortization of goodwill and other intangible assets




1Merger related benefit




(4
)Total operating expenses

137


109Loss from operations

(70
)

(29
)Interest and other income, net

9


14Impairment of equity investments

(16
)

(6
)Loss before income taxes

(77
)

(21
)Provision for income taxes




1Net loss

(77
)%

(22
)%





Three Months Ended July 31, 2002 and 2001





Revenues





Our total revenues for the three months ended July 31, 2002 were $16.0 million, representing a decrease of $7.3 million, or 31%, from the revenues of $23.3 million in the quarter ended July 31, 2001. We had one customer that
accounted for 16% of our total revenues for the three months ended July 31, 2002. No customer represented more than 10% of the Companys total revenues for the three months ended July 31, 2001. Revenues from foreign




17




---

##### Table of Contents

customers were approximately 26% of total revenues in fiscal 2002. Revenues from foreign customers were less than 10% of total revenues in the
three months ended July 31, 2001. The increase in revenue from foreign customers as a percentage of total revenues was due primarily to increased sales to customers located in Japan, and to a lesser extent, Europe.





License Revenues.    Our license revenues for the three months ended July 31, 2002 were $6.9 million,
representing a decrease of $9.2 million, or 57%, from the license revenues of $16.0 million in the quarter ended July 31, 2001. License revenues as a percentage of total revenues were 43% and 69% for the three months ended July 31, 2002 and 2001,
respectively. The decrease in license revenues in absolute dollars and as a percentage of total revenues was due to lower average sales prices and a lower number of license sales transactions resulting from the economic slowdown and significant
decline in information technology spending that has impacted our license sales during most of fiscal 2002 and 2003. The current economic slowdown and reduction in technology spending may continue to impact our business for the next quarter and
beyond.





Professional Services and Maintenance Revenues.    Our professional
services and maintenance revenues for the three months ended July 31, 2002 were $9.2 million, representing an increase of $1.9 million, or 25%, from the professional services and maintenance revenues of $7.3 million for the three months ended July
31, 2001. Professional services and maintenance revenues as a percentage of total revenues were 57% and 31% for the three months ended July 31, 2002 and 2001, respectively. The increase in professional services and maintenance revenues in absolute
dollars was due primarily to higher maintenance contract renewals on our larger customer base, and to a lesser extent, due to a larger number of billable consultants. The increase as a percentage of revenue is principally due to the reduced levels
of license revenues. We expect that professional services and maintenance will continue to increase on an absolute basis, but at a decreasing rate than previously, as maintenance contract renewals decrease as the growth in our customer base has
slowed during fiscal 2002 and 2003. Due to the current economic environment, we believe that we may be unable to maintain historical contract renewal rates and may also experience reductions in size of contract renewals.





Cost of Revenues





Cost of License Revenues.    Our cost of license revenues includes license fees due to third parties for integrated technology, the cost of manuals and product documentation, production media used to
deliver our products and packaging costs.





Cost of license revenues, excluding stock compensation, was $651,000
for the three months ended July 31, 2002, representing a decrease of $311,000, or 32%, from the cost of license revenues of $962,000 for the three months ended July 31, 2001. Cost of license revenues as a percentage of license revenues was 9% and 6%
for the three months ended July 31, 2002 and 2001, respectively. The decrease in cost of license revenues in absolute dollars was due primarily to a decrease in our license revenues, resulting in a decrease in license fees paid to third parties on
third-party software integrated into our products. We expect the cost of license revenues in absolute dollars to track with the increase or decrease in our overall license revenues. The increase in cost of license revenues as a percentage of license
revenues is due to a higher component of third party imbedded software in our new products. New and future versions of our product suite will include more third party imbedded software than prior versions, which we expect will cause the cost of
license revenue as a percentage of license revenue to remain at current levels or increase slightly.





In addition,
we have released new products in the quarter ended July 31, 2002, which include software that we are licensing all or in part from third party vendors. If these products contribute a significant portion of revenue in the future, cost of license
revenues could increase in the future.





Cost of Professional Services and Maintenance
Revenues.    Our cost of professional services and maintenance revenues includes salaries and related expenses for the implementation and training services organizations, costs of third parties contracted to provide
implementation services to customers and an allocation of our overhead expenses, including rent, information technology and other overhead expenses. Cost of professional services and maintenance revenues also includes maintenance and upgrade fees
paid to third parties for technology embedded in software upgrades provided to our customers current on maintenance.




18




---

##### Table of Contents

Cost of professional services and maintenance revenues, excluding stock compensation, was $4.7 million for the three
months ended July 31, 2002, representing an increase of $957,000, or 26%, from the cost of professional services and maintenance revenues of $3.7 million for the three months ended July 31, 2001. Cost of professional services and maintenance
revenues as a percentage of professional services and maintenance revenues was 51% for both the three months ended July 31, 2002 and 2001. The increase in cost of professional services and maintenance revenues in absolute dollars was due primarily
to higher upgrade and support fees due to third party integrated software providers as our customer base upgrades to the next version of our product suite, and to a lesser extent, increased personnel and higher fixed costs necessary to support our
increased customer base.





Operating Expenses





We classify all charges to operating expense categories based on the nature of the expenditures. Although each category includes expenses that are unique to the category
type, there are common recurring expenditures that are typically included in all operating expenses categories, such as salaries, employee benefits, incentive compensation, bonuses, travel costs, telephone, communication, rent and allocated
facilities costs and professional fees. The sales and marketing category of operating expenses includes additional expenditures specific to the marketing group, such as public relations and advertising, trade shows, marketing collateral materials,
and customer user group meetings and expenditures specific to the sales group, such as commissions. To date, all software development costs in research and development have been expensed as incurred. Also included in our operating expenses is the
amortization of stock compensation described below.





Sales and
Marketing.    Sales and marketing expenses, excluding stock compensation, were $11.7 million for the three months ended July 31, 2002, representing a decrease of $3.4 million, or 23%, from the sales and marketing expenses
of $15.1 million for the three months ended July 31, 2001. Sales and marketing expenses as a percentage of total revenues, excluding stock compensation, were 73% and 65% during the three months ended July 31, 2002 and 2001, respectively. The
decrease in sales and marketing expenses on an absolute basis reflects reduced personnel-related expenses, including commissions, and travel expenses as a result of our restructuring program announced in the fourth quarter of fiscal 2002. The
increase in sales and marketing expenses as a percentage of total revenues was due primarily to lower revenues. We anticipate that our sales and marketing expenses will decrease in absolute dollars over the next quarter due to lower headcount
resulting from the restructuring program.





Research and Development.    Research
and development expenses, excluding stock compensation, were $8.1 million for the three months ended July 31, 2002, representing a decrease of $283,000, or 3%, from the research and development expenses of $8.3 million for the three months ended
July 31, 2001. Research and development expenses as a percentage of total revenues, excluding stock compensation, were 50% and 36% during the three months ended July 31, 2002 and 2001, respectively. The slight decrease in research and development
expenses on an absolute basis is the result of lower outside consulting, partially offset by set up costs for our new offshore development centers in India and China. The increase in research and development expenses as a percentage of total
revenues was due primarily to lower revenues. We anticipate that research and development expenses will remain at current levels for the next quarter as we ramp up our new offshore development centers, and then decline as the impact of these lower
cost centers is realized.





General and Administrative.    General and
administrative expenses, excluding stock compensation, were $1.6 million for the three months ended July 31, 2002, representing a decrease of $563,000, or 26%, from the general and administrative expenses of $2.2 million for the three months ended
July 31, 2001. General and administrative expenses as a percentage of total revenues, excluding stock compensation, were 10% and 9% during the three months ended July 31, 2002 and 2001, respectively. The decrease in general and administrative
expenses in absolute dollars was due primarily to lower bad debt expenses, and lower compensation expenses and outside consulting due to reduced discretionary spending. We expect that general and administrative expenses as a percentage of revenue
will remain relatively stable over the remainder of the fiscal year.





Amortization of Stock
Compensation.    We recognized amortization of stock compensation of approximately $543,000 and $414,000 for the three months ended July 31, 2002 and 2001, respectively.





Amortization of Goodwill and Purchased Intangible Assets.    In connection with our acquisition of
Digital Market, Inc. in November 1999, $103.8 million was allocated to goodwill and $4.1 million was allocated to other intangible




19




---

##### Table of Contents

assets, all of which were being amortized over a period of 3 years. We implemented the provision of SFAS No. 142 as of May 1, 2002. As a result
of our implementation of the provisions included in SFAS No. 142, remaining intangibles assets, consisting of acquired workforce in place were reclassified to goodwill. As such the Company did not record any amortization in the three months ended
July 31, 2002, and will not record amortization prospectively. Rather, the remaining goodwill will be subject to periodic tests for impairment. Amortization of goodwill and intangibles was $189,000 for the three months ended July 31, 2001.





Merger related benefit.    In the fourth quarter of fiscal 2001,
we accrued $5.0 million for financial advisory and professional fees resulting from the terminated merger with a third party. The accrual was managements best estimate of its obligation for such fees at the time. As of July 31, 2001, we had
incurred actual costs of $4.2 million and we had no remaining liability related to the terminated merger. As a result, we recorded a reduction of merger related expenses of $835,000 in the three months ended July 31, 2001, which was included in the
statement of operations.





Interest and other income, net.    Interest and other
income, net was $1.5 million for the three months ended July 31, 2002 compared to $3.3 million for the three months ended July 31, 2001. This decrease in interest income was due principally to lower interest rates on lower average cash and
investment balances.





Impairment of Equity Investments.    During the
three months ended July 31, 2002 and 2001, we determined that certain investments that we had made in privately held companies had incurred a decline in value that was other-than-temporary and, accordingly, we reduced their carrying amounts to
estimated fair value by a charge to other income (expense) of $2.6 million and $1.4 million in the three months ended July 31, 2002 and 2001, respectively.





Provision for Income Taxes.    We incurred net operating losses for the three months ended July 31, 2002 and July 31, 2001. Management has recorded a valuation
allowance for the full amount of the net deferred tax assets, including our net operating loss carryforwards and tax credits, as sufficient uncertainty exists regarding the realization of the deferred tax assets balance. During the three months
ended July 31, 2002 and 2001, we incurred income tax expense of $96,000 and $107,000, respectively, primarily attributable to our international subsidiaries.





Liquidity and Capital Resources





As of July 31, 2002, we had cash, cash
equivalents and short-term investments of $273.7 million, a decrease of $11.8 million from the cash, cash equivalents and short-term investments held as of April 30, 2002. Our working capital at July 31, 2002 was $258.2 million.





As of July 31, 2002, our days sales outstanding (DSO) was 44 days. However, we believe that this is unusually low, as a result
of lower license transactions in the three months ended July 31, 2002, and we expect that days sales outstanding will continue to increase to our historical range of 65 to 75 days.





Our operating activities used cash of $9.8 million for the three months ended July 31, 2002 and $6.5 million for the three months ended July 31, 2001. Net cash used in
operating activities in the three months ended July 31, 2002 was due primarily to the net loss (less non-cash expenses), an increase in accounts receivable and decreases in accounts payable and accrued expenses, partially offset by a decrease in
other assets. Net cash used in operating activities in the three months ended July 31, 2001 was due primarily to the net loss (less non-cash expenses) and an increase in other assets and decreases in accounts payable, accrued expenses, and deferred
revenue partially offset by a decrease in accounts receivable.





Investing activities provided cash of $8.1 million
for the three months ended July 31, 2002 and used cash of $45.9 million for the three months ended July 31, 2001. Net cash provided by investing activities in the three months ended July 31, 2002 consisted primarily of net maturities of marketable
investments, partially offset by purchases of property and equipment. Purchases of property and equipment were approximately $2.4 million in the three months ended July 31, 2002. Net cash used in investing activities in the three months ended July
31, 2001 consisted primarily of net purchases of marketable investments and purchases of property and equipment. Purchases of property and equipment were approximately $3.7 million in the three months ended July 31, 2001.




20




---

##### Table of Contents

Financing activities provided cash of $89,000 in the three months ended July 31, 2002 and $926,000 in the three months
ended July 31, 2001. Net cash was provided in both the three months ended July 31, 2002 and 2001 primarily from the sale of common stock under employee stock option plans.





We anticipate that our operating expenses, particularly research and development and sales and marketing expenses, as well as planned capital expenditures, will constitute
a continued use of our cash resources. In addition, we may utilize cash resources to fund acquisitions of investments in complementary businesses, technologies or product lines. We believe that our existing cash and cash equivalents and our
anticipated cash flow from operations will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve months.





Accounting Pronouncements





On October 3, 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . SFAS No. 144 supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No. 144 applies to all
long-lived assets (including discontinued operations) and consequently amends Accounting Principles Board Opinion No. 30. SFAS No. 144 develops one accounting model for long-lived assets that are to be disposed of by sale. SFAS No. 144 requires that
long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Additionally, SFAS No. 144 expands the scope of discontinued operations to include all components of an entity with
operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS No. 144 is effective for the Company for all financial statements issued in
fiscal 2003. The Company does not believe that the adoption of SFAS No. 144 will have a material impact on its financial position or results of operations.





On July 29, 2002, the FASB issued SFAS No.146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses significant issues relating to the recognition,
measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities, and nullifies the guidance in Emerging Issues Task Force (EITF) Issue No. 94-3 (EITF 94-3), Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring.) SFAS No. 146 requires that the initial liability for costs associated with exit and disposal activities be measured at
fair value and prohibits the recognition of a liability based solely on an entitys commitment to a plan, which, in turn, nullifies EITF 94-3. The provisions of SFAS No. 146 are effective for exit or disposal activities initiated after December
31, 2002. Retroactive application of FAS 146 is prohibited and, accordingly, liabilities recognized prior to the initial application of FAS 146 should continue to be accounted for in accordance with EITF 94-3 or other applicable preexisting
guidance. The Company does not currently believe that the adoption of SFAS No. 146 will have a material impact on its financial position or results of operations.





Other Factors Affecting Operating Results





In addition to
other information set forth in this report, the following risk factors should be carefully considered in evaluating our business because these factors may have a significant impact on our business, operating results and financial condition.





We Have a History of Losses, We Expect to Incur Losses in the Future and We May Not Achieve or Maintain
Profitability





Since inception, we have funded our business primarily through selling our stock, not from cash
generated from our business. We have incurred quarterly and annual losses in each of the years since we were formed and we expect to continue to incur quarterly and annual losses in the near term. We incurred losses of $12.3 million and $5.0 million
for the three months ended July 31, 2002 and 2001, respectively. As of July 31, 2002, we had an accumulated deficit of approximately $234.0 million. We expect to continue to incur significant sales and marketing, research and development and general
and administrative expenses, as well as substantial non-cash costs relating to stock compensation which will contribute to our net losses. We will need to generate significant increases in revenues to achieve and maintain profitability, and we may
not be able to do so. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis in the future.




21




---

##### Table of Contents




Our Quarterly Operating Results Fluctuate and Are Difficult to Predict, and if
Our Future Results Are Below the Expectations of Public Market Analysts or Investors, the Price of Our Common Stock May Decline





Our quarterly operating results have varied significantly in the past and are likely to vary significantly in the future, which makes it difficult for us to predict our future operating results. This quarter-to-quarter
fluctuation is due to a number of factors, including the following:





| |  |  | fluctuations in demand for product chain management solutions;
| | - |  | --------------------------------------------------------------




| |  |  | size and timing of sales and installations of our products;
| | - |  | -----------------------------------------------------------




| |  |  | entry of new competitors into our market, or the announcement of new products or product enhancements by competitors;
| | - |  | ---------------------------------------------------------------------------------------------------------------------




| |  |  | our ability to successfully expand our direct sales force and our international sales organization;
| | - |  | ---------------------------------------------------------------------------------------------------




| |  |  | changes in our sales force incentives;
| | - |  | --------------------------------------




| |  |  | unexpected delays in developing or introducing new and enhanced products;
| | - |  | -------------------------------------------------------------------------




| |  |  | unexpected decline in purchases by our existing customers, including purchases of additional licenses and maintenance contracts;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------




| |  |  | delays in our customers orders due to their priorities;
| | - |  | --------------------------------------------------------




| |  |  | variability in the mix of our license and professional services revenues;
| | - |  | -------------------------------------------------------------------------




| |  |  | our ability to accurately price fixed-priced professional services projects;
| | - |  | ----------------------------------------------------------------------------




| |  |  | variability in the mix of professional services that we perform versus those performed for our customers by others; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------




| |  |  | our ability to establish and maintain relationships with our third-party implementation partners.
| | - |  | -------------------------------------------------------------------------------------------------




Furthermore, we typically receive and fulfill most of our orders within the same quarter, with the substantial majority of our orders
typically received in the last month of each fiscal quarter. Recently, because declining economic conditions have caused our customers to delay and reduce spending on information technology, our sales cycle has lengthened and orders are being pushed
to the very end of the quarter. As a result, we may not learn of revenue shortfalls until late in a fiscal quarter, after which it is too late to adjust expenses for that quarter.





Moreover, recent adverse economic conditions in the United States, particularly those related to the technology industry, may increase the likelihood that customers will
unexpectedly delay or cancel orders causing us to fail to achieve anticipated revenues for the quarter. A number of technology companies, particularly software companies that, like Agile, sell enterprise-wide software solutions, have, as has Agile,
recently announced that adverse economic conditions have negatively affected their business and results of operations. Any revenue shortfall below our expectations has had and could in the future have an immediate and significant adverse effect on
our results of operations.





If, in response to market pressures or other demands, we introduce new pricing
structures for our existing products, we could experience customer dissatisfaction and loss of sales. In addition, we could introduce products that are sold in a manner different from how we currently market our products, or we could recognize
revenue differently than under our current accounting policies. Depending on the manner in which we sell existing or future products, this could have the effect of extending the length of time over which we recognize revenues. Furthermore, our
quarterly revenues could be significantly affected based on how applicable accounting standards are amended or interpreted over time.




22




---

##### Table of Contents




In addition, we have accounted for options to purchase common stock granted to
consultants under variable plan accounting. The expenses associated with these options may fluctuate significantly from quarter to quarter through fiscal 2006 if the price of our stock fluctuates and could cause our operating results to vary
significantly from quarter to quarter.





Due to these and other factors, we believe that period-to-period
comparisons of our results of operations are not meaningful and should not be relied upon as indicators of our future performance. It is possible that in some future periods our results of operations may be below the expectations of public market
analysts and investors. If this occurs, the price of our common stock may decline.





The Impact of Changes in
Global Economic Conditions on Our Customers May Cause Us to Fail to Meet Expectations, Which Would Negatively Impact the Price of Our Stock





Our operating results can vary significantly based upon the impact of changes in global economic conditions on our customers, and our business has been adversely affected by the economic slowdown the
industry is currently facing. More specifically, the macro-economic environment that we are facing in fiscal 2003 is more uncertain than in recent periods and has materially and adversely affected us and our operating results. The revenue growth and
profitability of our business depends on the overall demand for enterprise-level software services, particularly in the areas in which we compete. Because our sales are primarily to major corporate customers whose businesses fluctuate with general
economic and business conditions, a softening of demand for computer software caused by a weakening economy may result in decreased revenues and lower growth rates. We may be especially prone to this weakening demand as a result of the relatively
large license transactions that we have historically entered into with our customers. Customers are deferring and may continue to defer or reconsider purchasing products as a result of the downturn in the general economy and reduction in information
technology spending, particularly for high-cost license transactions. We expect this economic slowdown to continue to adversely impact our business for at least the new few quarters and possibly significantly longer. In addition, as a result of
these economic difficulties, we may continue to experience longer sales cycles, lower average selling prices and reduced bookings and revenues.





Due to the Difficult Economic Climate, Our Customers May Experience Financial Difficulties and May Represent a Credit Risk





With the slowdown in global economic growth over the past year, especially in the U.S. technology markets, and the uncertainty over the prospects for near-term economic
growth, some of our customers may experience financial difficulties and may represent a credit risk to us. We may have difficulty recovering accounts receivable, customers may seek protection under the bankruptcy laws, and we may incur greater
operating expenses. In addition, we previously expanded our customer base to include licenses to small emerging growth companies. Many of these companies have limited operating histories, are operating at a loss and have limited access to capital.
Some of these customers may represent a credit risk. If our customers experience financial difficulties or fail to experience commercial success, we may have difficulty collecting on our accounts.





As a Result of the Difficult Economic Conditions, We Have Implemented Restructuring and Workforce Reductions, Which May Adversely
Affect the Morale and Performance of Our Personnel and Our Ability to Hire New Personnel





In connection with
our efforts to streamline operations, reduce costs and bring staffing and structure in line with current demand for our products, we implemented a restructuring of our company during the fourth quarter of fiscal 2002 and reduced our workforce and
reduced capital expenditures. Our restructuring may yield unanticipated consequences, such as attrition beyond our planned reduction in workforce and loss of employee moral and decreased performance. In addition, the recent trading levels of our
stock have decreased the value of our stock options granted to employees under our stock option plan. As a result of these factors, our remaining personnel may seek employment with larger, more established companies or companies that they perceive
as having less volatile stock prices. Continuity of personnel can be a very important factor in the sales and implementation of our products and completion of our research and development efforts.




23




---

##### Table of Contents




If We Engage in Further Cost-Cutting or Workforce Reductions, We May Be Unable
to Successfully Implement New Products or Enhancements or Upgrades to Our Products





We expect to continue to
introduce new and enhanced products, and our future financial performance will depend on customer acceptance of our new products and any upgrades or enhancements that we may make to our products. However, if our recent efforts to streamline
operations and reduce costs and workforce are insufficient to bring our structure in line with current demand for our products, we may be forced to make additional workforce reductions. These reductions could impact our research and development and
engineering activities, which may slow our development of new or enhanced products, or may render us unable to deliver functionality requested by our customers. We may be unable to successfully introduce new or enhanced products, and may lose
customer satisfaction, which could impact our reputation and future sales of our products.





A Decline in
Revenues May Have a Disproportionate Impact on Operating Results and Require Reductions in Our Operating Expense Levels





Because expense levels are relatively fixed in the near term for a given quarter and are based in part on expectations of our future revenues, any decline in our revenues to a level that is below our expectations would have a
disproportionately adverse impact on our operating results for that quarter. If revenues decline significantly, we may be required to incur restructuring charges in connection with efforts to contain and reduce costs.





We May Not Achieve Anticipated Revenues if the Introduction and Customer Acceptance of Our Products or Any Upgrades or Enhancements to
Our Products Is Unsuccessful





Our future financial performance will depend on customer acceptance of our
products and any upgrades or enhancements that we may make to our products in the future. We have generated substantially all of our revenues from licenses and services related to current and prior versions of our product suite. We believe that
revenues from our products, together with revenues from maintenance and support contracts from our products and prior versions of our suite, will account for a substantial portion of our revenues for the foreseeable future. As a result, if our
software does not achieve and maintain widespread market acceptance, if we are unable to ship or implement any upgrades or enhancements when planned, or if the introduction of upgrades or enhancements causes customers to defer orders for our
existing products, we may not achieve anticipated revenues. In addition, if our competitors release new products that are superior to our products, demand for our products may not accelerate and could decline.





We May Not Achieve Anticipated Revenues if Large Software and Service Orders Expected in a Quarter Are Not Placed or Are Delayed





Although we license our software to numerous customers in any quarter, and we expect that revenues from large
orders will continue to account for a large percentage of our total revenues in future quarters. The timing of large orders has become more unpredictable, and if any large order anticipated for a particular quarter is not realized or is delayed to
another quarter, we may experience an unplanned shortfall in revenues, which could significantly and adversely affect our operating results.





We Depend on Licensed Technology and the Loss or Inability to Maintain These Technology Licenses Could Result in Increased Cost or Delays in Sales of Our Products





We license technology on a non-exclusive basis from several businesses for use with our products, including licenses from RSA Security
Inc. for security and encryption technology software, Actuate Corporation for reporting capability and from Cimmetry Systems Inc. for our viewers, and BEA Systems for imbedded software for our application server. In addition, we license software
from Centric Software for design integration adapters and from ProductFactory for program execution software, as well as from several other providers. We anticipate that we will continue to license technology from third parties in the future. Some
of the software we license from third parties would be difficult to replace. This software may not continue to be available on commercially reasonable terms, if at all. The loss or inability to maintain any of these technology licenses could result
in delays in the licensing of our products until equivalent technology, if available, is identified, licensed and integrated. In addition, the effective implementation of our products depends upon the successful operation of third-party licensed
products in




24




---

##### Table of Contents

conjunction with our products, and therefore any undetected errors in these licensed products may prevent the implementation or impair the
functionality of products, delay new product introductions and/or injure our reputation. The increased use of third-party software could require us to enter into license agreements with third parties, which could result in higher royalty payments
and a loss of product differentiation and lower product gross margins.





If We Do Not Sell Additional Licenses
or Enhanced Versions or Upgrades of Our Products to Existing Customers, We May Not Achieve Revenue Growth





The
size of a new customers initial order is relatively small and may include a limited number of user licenses. In subsequent orders, customers often add user licenses or additional products designed for specific functions, such as the AML Server
targeted at manufacturers. In order to grow revenues, we depend on sales of additional user licenses to our existing customers as well as sales of new licenses to new customers. Therefore, it is important that our customers are satisfied with their
initial product implementations and that they believe that expanded use of the product they purchased will provide them with additional benefits. Customers could choose not to purchase any new products or expand the use of our products. If we do not
increase sales to existing customers, we may not be able to achieve revenue growth.





If We Do Not Establish and
Maintain Relationships With Key Partners, We May Encounter Difficulty in Providing Implementation and Customer Support of Our Products





We rely on our relationships with consulting and integration partners to implement our software, provide customer support services and endorse our products during the evaluation stage of the sales cycle. Currently, a limited
number of companies provide implementation services for our products. We expect to increasingly rely on these types of partners in the future. These companies are not contractually obligated to continue to provide implementation services for us or
to otherwise promote our products. Although we seek to develop and maintain relationships with these types of service providers, they may have similar or more established relationships with our competitors. If these service providers do not increase
this segment of their business, or reduce or discontinue their relationships with us or their support of our products, our business could be harmed. We will need to develop new third party relationships if sales of our products increase and our
current partners cannot fulfill all of our needs for implementation and customer support services. Without these third parties, we would have to expand our services organization to increase the consulting and professional services that we provide to
our customers and divert resources from other areas of our business. If we are required to expand our professional services capabilities, we may not be able to do so on a timely basis.





We are implementing larger deployments of our products together with third parties. If we are not successful with these joint deployments, we may incur increased costs and
customer dissatisfaction and may not achieve increased sales and market acceptance of our products.





To meet
customer demand, we might have to outsource services to more costly independent contractors and other third parties. In addition, if our implementation partners do not adequately perform implementation services, our customers could become
dissatisfied with our products. In order to avoid dissatisfaction, we may need to provide supplemental implementation services at no additional cost to customers. Although we could experience an increase in services revenues if our service partners
are not successful, services revenues have lower gross margins than license revenues. We could also experience delays in recognition of license revenue if customer implementation projects fall behind schedule.





Our Variable Sales Cycle Makes it Difficult For Us to Predict When or if Sales Will Be Made





Our products have an unpredictable sales cycle that contributes to the uncertainty of our future operating results. With the recent
economic uncertainties facing our customers, and the decline in the business that they face, our sales cycle has lengthened. Customers are taking longer to evaluate our product, and orders have been delayed or postponed, and in some cases cancelled.
Our product chain management solutions are a new category of products, and customers often view the purchase of our products as a significant and strategic decision. As a result, intensive marketing and sales efforts may be necessary to educate
prospective customers regarding the uses and benefits of our products. Customers may take time to evaluate our products, and with the reduction in overall information technology spending and reduced budgets faced by many of our customers, we are
finding




25




---

##### Table of Contents

that the evaluation period and sales cycle of our products has lengthened further. The sale of our products may be subject to delays due to the lengthy internal budgeting, approval and evaluation
processes of our customers. We may expend significant sales and marketing expenses during this evaluation period before the customer places an order with us. Customers may initially purchase a smaller number of user licenses before expanding the
order to allow a greater number of users to benefit from the application. Larger customers may purchase our products as part of multiple simultaneous purchasing decisions, which may result in additional unplanned administrative processing and other
delays in our product sales. If sales forecasted from a specific customer for a particular quarter are not realized, we may experience an unplanned shortfall in revenues. As a result, we have only a limited ability to forecast the timing and size of
sales of our products.





The Success of Our Business Depends on Our Key Personnel, Whose Knowledge of Our
Business and Technical Expertise Would Be Difficult to Replace





Our success depends largely on the continued
contributions of our key senior management, particularly Bryan D. Stolle, our Chief Executive Officer, who is not bound by an employment agreement, as well as our key engineering and sales and marketing personnel. We do not have key-man life
insurance on Mr. Stolle. If one or more members of our senior management or any of our key employees were to resign, the loss of personnel could result in delays to product development, loss of sales, and diversion of management resources.





Our Efforts to Expand Sales of Our Products to Other Industries May Not Succeed





We have historically sold our products primarily to companies in the electronics and medical device manufacturing industries. We intend to
market products to customers in additional industries. Although we have targeted enterprises in other markets as potential customers, these potential customers may not be as willing to purchase our products as our customers in the electronics and
medical device industries have been. If we are unable to expand into other industries and markets, we may be unable to maintain or increase sales of our software, adversely impacting revenue growth and operating performance.





The Market For Our Products Is Still Developing and Customers May Not Accept Our Products





The market for software products that allow companies to collaborate with suppliers on product information and change is still developing.
Companies have not traditionally automated product chain management solutions like we offer throughout the supply chain. We cannot be certain that this market will continue to develop and grow or that companies will elect to utilize our products
rather than attempt to develop applications internally or through other sources. Companies that have already invested substantial resources in other methods of sharing product information during the manufacturing and supply process may be reluctant
to adopt a new approach that may replace, limit or compete with their existing systems or methods. We expect that we will continue to need to pursue intensive marketing and sales efforts to educate prospective customers about the uses and benefits
of our products. Therefore, demand for and market acceptance of our products will be subject to a high level of uncertainty.





Competition Among Providers of Software Enabling Collaboration in a Manufacturing Supply Chain May Increase, Which Could Cause Us to Reduce Prices, and Result in Reduced Gross Margins or Loss of Market Share





The market for products that enable companies to interactively manage and share information relating to the manufacture and
supply of products is highly fragmented, rapidly changing and increasingly competitive. We expect competition to continue to intensify, which could result in price reductions for our products, reduced margins and loss of market share. Competitors
vary in size and in the scope and breadth of the products and services offered. We face potential competition from in-house development efforts by potential customers or partners, vendors of software designed for management of engineering
information, and developers of general purpose groupware software addressing only limited technology components involved in managing data generated by changes to the engineering process. We also face potential competition from providers of
enterprise resource planning software and supply-chain software.







26




---

##### Table of Contents




Many of our actual or potential competitors have a number of significant
advantages over us, including:





| |  |  | longer operating histories;
| | - |  | ---------------------------




| |  |  | significantly greater financial, technical, marketing and other resources;
| | - |  | --------------------------------------------------------------------------




| |  |  | significantly greater name recognition and a larger installed base of customers; and
| | - |  | ------------------------------------------------------------------------------------




| |  |  | well-established relationships with our actual and potential customers as well as with systems integrators and other vendors and service providers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------




These competitors may also be able to respond more quickly to new or emerging technologies and
changes in customer requirements, or to devote greater resources to the development, promotion and sale of their products, than we can. Some of our actual or potential competitors may also bundle their products in a manner that may discourage
potential customers from purchasing our products. Accordingly, we may not be able to maintain or expand our sales if competition increases and we are unable to respond effectively.





We May Experience Difficulties in Introducing New Products and Upgrades Which Could Result in Negative Publicity, Loss of Sales, Delay in Market Acceptance or Customer
Dissatisfaction





Our future financial performance depends on our successful and timely development,
introduction and market acceptance of new and enhanced products. The life cycles of our products are difficult to predict because the market for our products is new and emerging, and is characterized by rapid technological change, changing customer
needs and evolving industry standards. The introduction of products or computer systems employing new technologies and emerging industry standards could render our existing products obsolete and unmarketable. For example, portions of our software
are written in the Java computer programming language. If a new software language becomes standard in our industry or is considered more robust, we may need to rewrite portions of our products in another computer language in order to remain
competitive. The introduction of enhancements to our suite of products may also cause customers to defer orders for our existing products. We may experience difficulties that could delay or prevent the successful development, introduction or
marketing of new or enhanced products in the future. In addition, those products may not meet the requirements of the marketplace and achieve market acceptance.





We expect to add new products to our supply chain applications by acquisition or internal development and by developing enhancements to our existing products. We have in the past experienced delays in
the planned release dates of our software products and upgrades, and we have discovered software defects in new products after their introduction. New products or upgrades may not be released according to schedule, or may contain defects when
released. Either situation could result in negative publicity, loss of sales, delay in market acceptance of our products or customer claims against us.





We May Experience Customer Dissatisfaction and Lost Sales if Our Products Do Not Scale to Accommodate Substantial Increases in the Number of Users





Our strategy requires that our software be highly scalable, or able to accommodate substantial increases in the number of users. If our
customers cannot successfully implement large-scale deployments, or if they determine that our products cannot accommodate large-scale deployments, we could experience customer dissatisfaction and find it more difficult to obtain new customers or to
sell additional products to our existing customers.





The Market Price of our Common Stock Has Been and May
Continue to Be Volatile, Which Could Result in Substantial Losses for Individual Security Holders





The market
price for our common stock has been, and is likely to continue to be, highly volatile and subject to wide fluctuations in response to factors including the following, some of which will be beyond our control:





| |  |  | actual or anticipated variations in our quarterly results of operations;
| | - |  | ------------------------------------------------------------------------




| |  |  | announcements of technological innovations, increased cost of operations or new products or services by us or our competitors;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



27




---

##### Table of Contents




| |  |  | changes in financial estimates by securities analysts;
| | - |  | ------------------------------------------------------




| |  |  | conditions or trends in the Internet and/or software industries;
| | - |  | ----------------------------------------------------------------




| |  |  | changes in the economic performance and/or market valuations of other providers of collaborative supply chain software;
| | - |  | -----------------------------------------------------------------------------------------------------------------------




| |  |  | volatility in the stock markets, particularly with respect to Internet and software stocks, and decreases in the availability of capital for Internet-related
businesses;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------




| |  |  | additions or departures of key personnel; and
| | - |  | ---------------------------------------------




| |  |  | pending and potential litigation.
| | - |  | ---------------------------------




In the past, following periods of volatility in the market price of their securities, many companies have been the subject of securities class action litigation. If, in addition to the pending
litigation discussed elsewhere in which we are currently involved, we are involved in any additional securities class action suits, it could result in further, significant costs and diversion of our managements attention and resources, and
could cause the prices of our securities to fall.





We May Need to Make Additional Future Acquisitions to Remain
Competitive, and Our Business Could be Adversely Affected as a Result of These Acquisitions





As part of our
business strategy, we may in the future seek to acquire or invest in additional businesses, joint venture arrangements, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our
technical capabilities or that may otherwise offer growth opportunities. We may encounter risks to our business during our integration of acquisitions including:





| |  |  | difficulties in assimilation of acquired personnel, operations, technologies or products;
| | - |  | -----------------------------------------------------------------------------------------




| |  |  | unanticipated costs associated with acquisitions. For example, in fiscal 2001 we recorded a $55.2 million impairment charge relating to goodwill and other
intangible assets as a result of managements decision in February 2001 to discontinue the further development of the products acquired in the DMI acquisition;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | diversion of managements attention from other business concerns;
| | - |  | -----------------------------------------------------------------




| |  |  | adverse effects on our existing business relationships with our customers or the customers of any acquisitions we make; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------




| |  |  | inability to retain employees of acquisitions we make.
| | - |  | ------------------------------------------------------




If we are unable to fully integrate an acquired business, product or technology or train, retain and motivate personnel from the acquired business, we may not receive the
intended benefits of that acquisition. Future acquisitions could cause us to issue dilutive equity securities, incur debt or contingent liabilities, amortize goodwill and other intangibles, write off in-process research and development and other
acquisition-related expenses that could seriously harm our financial condition and operating results.





Recent
volatility in the stock markets has made it more difficult to value acquired businesses where the consideration payable as the purchase price is stock. We may reach agreement to buy another company using our stock as consideration. Thereafter, prior
to closing the acquisition the relative values of the capital stock of the acquired company could change, causing the purchase price to increase. As a result, in periods of market volatility




28




---

##### Table of Contents

as we are experiencing, acquisitions are difficult to complete, and we may be unable to complete beneficial acquisitions of complementary
businesses or technologies at an acceptable price.





Implementation of Our Products By Large Customers May Be
Complex and Customers Could Become Dissatisfied if Implementation of Our Products Proves Difficult, Costly or Time-Consuming





Our products must integrate with many existing computer systems and software programs used by our customers. Integrating with many other computer systems and software programs can be complex, time consuming and expensive, causing
delays in the deployment of our products. Because we are one of the first companies to offer products designed for collaborative manufacturing commerce solutions, many customers will be facing these integration issues for the first time in the
context of collaborating with supply chain partners. Customers could become dissatisfied with our products if implementations prove to be difficult, costly or time-consuming, resulting in reduced sales, decreased revenues and damage to our
reputation.





We Currently Perform Some of Our Implementations on a Fixed-Price Basis, Which Could Cause Us to
Incur More Costs Than We Expect





In the past, and occasionally in the future on smaller transactions, we
charge customers a fixed fee for installation services. At the time of a product sale and prior to agreeing to an installation price, we estimate the amount of work involved for a particular installation project. We have at times in the past
underestimated and may in the future underestimate the amount of time or resources required to install our products, resulting in installation costs that are in excess of the fees charged to our customers for the work performed. If we do not
correctly estimate the amount of time or resources required for a large number of installations, our gross margins could decline, adversely impacting our operating results.





Our Products Might Not Be Compatible With All Platforms, Which Could Inhibit Sales





We must continually modify and enhance our products to keep pace with changes in computer hardware and software and database technology, as well as emerging technical
standards in the software industry. For example, we have designed our products to work with databases such as Oracle. Any changes to these platforms could require us to modify our products, and could cause us to delay releasing product enhancements
until the updated version of that platform has been released. Furthermore, third parties develop adapters to integrate our products with other design, manufacture, finance and supply chain systems used by our customers. We rely on these third
parties to update the adapters to reflect changes to our products as well as to the targeted platform in order to maintain the functionality provided by our products. As a result, uncertainties related to the timing and nature of new product
announcements, introductions or modifications by vendors of operating systems, back-office applications and browsers and other Internet-related applications could hurt our business, as customers may not be certain as to how our products will operate
with their existing systems.





In addition, portions of our products are based upon a programming language that
does not offer all of the features available in Windows. Accordingly, certain features available to products that run on Windows may not be available in the non-Windows version of our products, and this could result in reduced customer demand.
Furthermore, some of our products do not run on certain types of popular server computers, such as those that utilize the UNIX operating system. If another platform becomes more widely used or offers greater scalability, we could be required to
convert, or port our product to that platform. We may not succeed in these efforts, and, even if we do, potential customers may not choose our product. As we extend the functionality of our products to run on additional platforms, we may
incur increased development costs and increased development lifecycles.





We May Not Be Able to Increase Sales
of Our Products if We Do Not Expand Our Direct Sales Organization





We sell our products primarily through our
direct sales force. Our ability to increase our sales will depend on our ability to recruit, train and retain top quality sales people with the advanced sales skills and technical knowledge we need. Competition for qualified personnel remains
intense in our industry. In addition, it takes time for our new sales personnel to become productive, particularly our senior sales and services personnel, who could take up to nine months to become fully productive. Recent volatility in our stock
price could decrease our ability to hire and retain qualified personnel. If we are unable to hire or retain qualified sales personnel, or if newly hired personnel fail to




29




---

##### Table of Contents

develop the necessary skills or reach productivity more slowly than anticipated, it would be more difficult for us to sell our products, and we
may experience a shortfall in revenues.





Terrorist Attacks Against the United States and Related U.S. Military
Action Could Adversely Affect Our Business





The September 11, 2001 terrorist attacks in the United States and
resulting military actions and future developments occurring in connection with these events including, without limitation, actual or threatened future terrorist attacks against the United States or other countries, may adversely affect our
business. Although it is difficult to predict the effect of these world events, they could cause:





| |  |  | a further softening of U.S. and foreign economies that could cause sales of our products and services to decline;
| | - |  | -----------------------------------------------------------------------------------------------------------------




| |  |  | the reduced ability to do business in the ordinary course as it is customarily conducted, resulting from a variety of factors, including changes or disruptions
in movement and sourcing of materials, goods and components or the possible interruption in the flow of information or monies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | a lengthening of our sales cycles and implementations, which might result from a number of factors, including among others changes in security measures for
passenger air travel and reductions in available commercial flights which may make it more difficult for our sales force to schedule face-to-face meetings with prospects and to negotiate and consummate transactions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | general uncertainty in the capital markets that could make it more difficult for us to raise debt or equity financing in the future; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------




| |  |  | possible reductions, delays or postponements, if any, in capital expenditures as a result of changes in priorities and approval processes.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------




These outcomes, and other unforeseen outcomes of these world events, would adversely affect our revenues,
results of operations and financial condition.





If We Are Unable to Timely Expand Our International Operations,
We May Not Achieve Anticipated Revenue Growth





We believe that expansion of our international operations will
be necessary for our future success, and a key aspect to our business strategy has been and is to expand our sales and support organizations internationally. Therefore, we believe that we will need to commit additional significant resources to
expand our international operations. We employ sales professionals in Europe and the Asia-Pacific market. If we are unable to successfully expand further in these international markets on a timely basis, we may not be able to achieve anticipated
revenue growth. This expansion may be more difficult or take longer than we anticipate, and we may not be able to successfully market, sell, deliver and support our products internationally.





Our international expansion will subject us to a number of risks associated with international business activities. These risks include:





| |  |  | difficulty in providing customer support for our software in multiple time zones;
| | - |  | ---------------------------------------------------------------------------------




| |  |  | the need to develop our software in multiple foreign languages;
| | - |  | ---------------------------------------------------------------




| |  |  | longer sales cycles associated with educating foreign customers on the benefits of using our products;
| | - |  | ------------------------------------------------------------------------------------------------------




| |  |  | greater difficulty and longer time in collecting accounts receivable from customers located abroad;
| | - |  | ---------------------------------------------------------------------------------------------------




| |  |  | political and economic instability, particularly in Asia;
| | - |  | ---------------------------------------------------------



30




---

##### Table of Contents

| |  |  | difficulties in enforcing agreements through foreign legal systems; and
| | - |  | -----------------------------------------------------------------------




| |  |  | unexpected changes in regulatory requirements that may limit our ability to export our software or sell into particular jurisdictions or impose multiple
conflicting tax laws and regulations.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




To date, most of our revenues have been denominated in
United States dollars. If we experience an increase in the portion of our revenues denominated in foreign currencies, we may incur greater risks in currency fluctuations, particularly since we translate our foreign currency revenues once at the end
of each quarter. In the future, our international revenues could be denominated in the Euro, the currency of the European Union. The Euro is an untested currency and may be subject to economic risks that are not currently contemplated. We currently
do not engage in foreign exchange hedging activities, and therefore our international revenues and expenses are currently subject to the risks of foreign currency fluctuations.





If the Establishment of Our Development Centers in India, Hong Kong or China is More Costly Than We Expect, Our Operating Results Will Suffer





As part of our planned expansion of our research and development and customer service and support functions, we are
establishing facilities in India, Hong Kong and China. If we are unable to establish these facilities in a timely manner, we may not be able to maintain research and development activities while decreasing operating expenses, as planned. If our
expansion proves more costly than we anticipate or we incur greater ongoing costs than we expect, our operating results would be adversely affected. If we do not realize expected cost savings, our margins may be negatively impacted and our operating
results may suffer.





Changes in the Political, Social and Economic Environment in India, China or Hong Kong May
Affect our Financial Performance





We have moved certain of our research and development activities, as well as
some of our customer support activities, to India, China and Hong Kong. Our financial performance may be affected by changes in the political, social and economic environment in these regions. The role of the central and local governments in the
Indian and Chinese economy is significant. Policies toward economic liberalization, and laws and policies affecting technology companies, foreign investment, currency convertibility, currency exchange rates and other matters could change, resulting
in greater restrictions on our ability to do business and operate our facilities in China, Hong Kong and India. Any imposition of surcharges or any increase in tax rates could hurt our operating results. The Chinese or Indian governments could
revoke, terminate or suspend our license for national security and similar reasons without compensation to us. If the government of China or the government of India were to take any of these actions, we would be prevented from conducting all or part
of our business. Any failure on our part to comply with governmental regulations could result in the loss of our ability to develop our products and provide customer support in China, Hong Kong or India, could result in increased costs to us, and
could limit our ability to own and protect our intellectual property.





Both China and India have from time to time
experienced instances of civil unrest and hostilities. Confrontations have occurred between the military and civilians. Events of this nature could influence the local economy, result in nationalization of foreign-owned operations such as ours, and
could negatively affect our ability to operate our facilities abroad.





Legislative Actions, Higher Insurance
Costs and Potential New Accounting Pronouncements are Likely to Cause our General and Administrative Expenses to Increase and Impact our Future Financial Position and Results of Operations.





In order to comply with the newly adopted Sarbanes-Oxley Act of 2002, as well as proposed changes to listing standards by Nasdaq, and proposed accounting changes by
the Securities and Exchange Commission, we may be required to increase our internal controls, hire additional personnel and utilize additional outside legal, accounting and advisory services, all of which will cause our general and administrative
costs to increase. Insurers are also likely to increase premiums as a result of the high claims rates incurred over the past year, and so our premiums for our various insurance policies, including our directors and officers insurance
policies, are likely to increase.




31




---

##### Table of Contents

Proposed changes in the accounting rules, including legislative and other proposals to account for employee stock options
as a compensation expense among others, could materially increase the expenses that we report under generally accepted accounting principles and adversely affect our operating results.





Defects in Our Software Products Could Diminish Demand For Our Products





Our software products are complex and may contain errors that may be detected at any point in the life of the product. We have in the past discovered software errors in certain of our products and as a
result have experienced delays in shipment of products during the period required to correct these errors. We cannot be sure that, despite testing by us, our implementation partners and our current and potential customers, errors will not be found
in new products or releases after shipment, resulting in loss of revenue, delay in market acceptance and sales, diversion of development resources, injury to our reputation or increased service and warranty costs.





Further, our products are generally used in systems with other vendors products, and as a result, our products must integrate
successfully with these existing systems. System errors, whether caused by our products or those of another vendor, could adversely affect the market acceptance of our products, and any necessary revisions could cause us to incur significant
expenses.





If We Become Subject to Product Liability Litigation, It Could Be Time Consuming and Costly to
Defend





Since our products are used for mission critical applications in the supply chain, errors, defects or
other performance problems could result in financial or other damages to our customers. For example, our products are designed to communicate information relating to changes in product specifications during the manufacturing process. If a supplier
or other participant receives inaccurate or erroneous data, it is possible that it could claim it incurred damages based on its reliance on that data. Although our license agreements generally contain provisions designed to limit our exposure to
product liability litigation, existing or future laws or unfavorable judicial decisions could negate such limitation of liability provisions. Product liability litigation, even if unsuccessful, would be time-consuming and costly to defend and could
harm our business.





We Are the Target of a Securities Class Action Complaint and are at Risk of Securities
Class Action Litigation, Which Could Result in Substantial Costs and Divert Management Attention and Resources





On or around October 25, 2001, a stockholder class action complaint was filed in the United States District Court for the Southern District of New York against us, several of our officers and directors, and the underwriters of our
initial public offering, Rennel Trading Corp. et al. v. Agile Software Corp. et al., Index No. 01-CV-9801 (SAS). The class action has been consolidated for pre-trial purposes with more than one thousand other actions, filed against more than 300
other issuers of securities, affiliated individuals, and dozens of underwriters of the securities offerings in In Re Initial Public Offering Securities Litigation, 21 MC 92 (SAS).





The plaintiffs allege that the prospectus for the initial public offering of Agile securities, incorporated in the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission, was materially false and misleading because it failed to disclose, among other things, that the underwriters had made secret arrangements for aftermarket purchases of the securities, and made arrangements for
excessive and improper underwriters compensation in the form of increased brokerage commissions. The plaintiffs recently filed an amended complaint alleging also that the prospectus for a secondary offering of Agile securities, conducted on
December 13, 1999, and incorporated into a Registration Statement on Form S-1 filed with the Securities and Exchange Commission, also was materially false and misleading for the same alleged reasons. The plaintiffs allege that the Companys
stock price was artificially inflated as a result of the alleged underwriter practices. Plaintiffs attempt to state and claim violations by the Company, the individuals and the underwriters of Section 11 of the Securities Act of 1933, violations by
the individual defendants and underwriters of Section 12(a)(2) of the Securities Act, and violations by the underwriters of Section 10(b) the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the Securities Exchange
Commission. The litigation is in an early phase, and no substantive rulings have been issued by the Court. We intend to defend against the complaint vigorously. Securities class action litigation could result in substantial costs and divert our
managements attention and resources, which could seriously harm our business.




32




---

##### Table of Contents

If We Are Unable to Protect Our Intellectual Property We May Lose a Valuable Asset, Experience Reduced Market Share or
Incur Costly Litigation to Protect Our Rights





Our success and ability to compete depend upon our proprietary
technology, including our brand and logo and the technology underlying our products. We rely on patent, trademark, trade secret and copyright laws to protect our intellectual property. Despite our efforts to protect our intellectual property, a
third party could copy or otherwise obtain our software or other proprietary information without authorization, or could develop software competitive to ours. Our means of protecting our proprietary rights may not be adequate and our competitors may
independently develop similar technology, duplicate our products or design around patents that may be issued to us or our other intellectual property. In addition, the laws of some foreign countries do not protect our proprietary rights to as great
an extent as do the laws of the United States, and we expect that it will become more difficult to monitor the use of our products if we increase our international presence.





We may have to resort to litigation to enforce our intellectual property rights, to protect our patents, trade secrets or know-how or to determine their scope, validity or
enforceability. Enforcing or defending our proprietary technology is expensive, could cause the diversion of our resources, and may not prove successful. Our protective measures may prove inadequate to protect our proprietary rights, and any failure
to enforce or protect our rights could cause us to lose a valuable asset.





We May Be Subject to Intellectual
Property Infringement Claims That, With or Without Merit, Could Be Costly to Defend or Settle





We may from
time to time be subject to claims of infringement of other parties proprietary rights or claims that our own intellectual property rights are invalid. There has been a substantial amount of litigation in the software and Internet industries
regarding intellectual property rights. It is possible that, in the future, third parties may claim that we or our current or potential future products infringe their intellectual property. We expect that software product developers and providers of
electronic commerce solutions will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in industry segments overlaps. Any infringement claims made
against us, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or negative publicity. In addition, if our products were found to infringe a third partys proprietary rights, we could be
required to enter into royalty or licensing agreements in order to continue to be able to sell our products. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or acceptable at all.





We Rely on Third Parties to Manage System and Network Environments for Hosted Customers





We rely on third parties to manage system and network environments running our products and related solutions for customers requiring
hosting. Services provided by these third parties include managing the hosted servers, maintaining communications lines and managing network data centers, which are the locations where the Agile solutions reside. Since the hosting of the Agile
solutions for certain customers will depend on these third parties, it is possible that these third parties may not be able to meet our and our customers service level requirements. Dissatisfaction or problems with our service or the service
of the third parties that host our solutions or delays or interruptions or other problems with service due to mechanical failure, human error, security breaches, power loss and other facility failures, natural disasters, sabotage, vandalism, or
other similar events could result in a reduction of business generated by the hosted environment. In the event that we choose to use alternative hosting sources, this may result in a temporary degradation of the service level for hosting services
that may be unacceptable to our customers.





Provisions Contained in Our Charter Documents May Delay or Prevent
a Change in Our Control





Provisions of our Delaware certificate of incorporation and bylaws and of Delaware
law could make it more difficult for a third party to acquire us, even if a change in control would be beneficial to our stockholders. These provisions also may prevent changes in our management. We are subject to the provision of Section 203 of the
Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of these provisions may inhibit a non-negotiated merger or other business combination.




33




---

##### Table of Contents

We Have Adopted Certain Anti-Takeover Measures That May Make it More Difficult For a Third Party to Acquire Us





Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock and to determine
the price, rights, preferences and privileges of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of shares of preferred stock, while potentially providing desirable flexibility in connection with possible acquisitions and for other corporate purposes, could have the effect of making
it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present intentions to issue shares of preferred stock. Further, in March 2001, our board of directors adopted a preferred stock purchase rights
plan intended to guard against certain takeover tactics. The adoption of this plan was not in response to any proposal to acquire us, and the board is not aware of any such effort. The existence of this plan could also have the effect of making it
more difficult for a third party to acquire a majority of our outstanding voting stock. In addition, certain provisions of our certificate of incorporation may have the effect of delaying or preventing a change of control, which could adversely
affect the market price of our common stock.





Item 3.Q
uantitative and Qualitative Disclosures About Market Risk





Foreign Currency Risk





We develop products in the United States and Asia, and market our products in North America, and to a lesser
extent in Europe and Asia. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets, and there is no assurance that exchange rate fluctuations
will not harm our business in the future. Because nearly all of our revenue is currently denominated in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in foreign
markets. Although we will continue to monitor our exposure to currency fluctuations, and, where appropriate, may use financial hedging techniques in the future to minimize the effect of these fluctuations. We are not currently engaged in any
financial hedging transactions.





Interest Rate Risk





Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our investments are in short-term instruments.
The primary objective of our investment activities is to preserve principal while at the same time maximize the income we receive from our investments without significantly increasing risk. Some of the securities that we have invested in may be
subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate
and the prevailing interest rate later rises, the principal amount of our investment will probably decline. To minimize this risk, we maintain the majority of our portfolio of cash in money market funds and short-term investments classified as
available for sale. In general, money market funds and short-term investments are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate.





The table below represents principal (or notional) amounts and related weighted-average interest rates by year of maturity of our investment portfolio.





Maturing within 12 months


Thereafter

Total(in thousands, except interest rates)Cash equivalents

$
25,400




$
25,400Average interest rate


1.98
%




1.98
%Investments

$
151,952




$
151,952Average interest rate


2.43
%




2.43
%Total investment securities

$
177,352




$
177,352




34




---

##### Table of Contents

Other Investments





We invest in equity instruments of privately-held companies for business and strategic purposes. These investments are included in other long-term assets and are accounted for under the cost method
when ownership is less than 20% and we do not have the ability to exercise significant influence over operations. For these investments, we regularly review the assumptions underlying the operating performance and cash flow forecasts in assessing
the carrying values. We identify and record impairment losses when events and circumstances indicate that such assets might be impaired.





During the three months ended July 31, 2002 and 2001, we determined that such investments had incurred a decline in value that was other-than-temporary and, accordingly, we reduced their carrying amounts to estimated fair
value by a charge to other income (expense) of $2.6 million and $1.4 million in the three months ended July 31, 2002 and 2001, respectively. To the extent that events or circumstances cause our assumptions to change, additional charges may be
required which could be material.





PART II.    OTHER INFORMATION





Item 1.L
egal Proceedings





On or around October 25, 2001, a stockholder class action
complaint was filed in the United States District Court for the Southern District of New York against us, several of our officers and directors, and the underwriters of our initial public offering, Rennel Trading Corp. et al. v. Agile Software Corp.
et al., Index No. 01-CV-9801 (SAS). The class action has been consolidated for pre-trial purposes with more than one thousand other actions, filed against more than 300 other issuers of securities, affiliated individuals, and dozens of underwriters
of the securities offerings in In Re Initial Public Offering Securities Litigation, 21 MC 92 (SAS). The plaintiffs also allege that the prospectus for the initial public offering of Agile securities, incorporated in the Registration Statement on
Form S-1 filed with the Securities and Exchange Commission, was materially false and misleading because it failed to disclose, among other things, that the underwriters had made secret arrangements for aftermarket purchases of the securities, and
made arrangements for excessive and improper underwriters compensation in the form of increased brokerage commissions. The plaintiffs recently filed an amended complaint that additional alleges that the prospectus for a secondary offering of
Agile securities, conducted on December 13, 1999, and incorporated into a Registration Statement on Form S-1 filed with the Securities and Exchange Commission, was materially false and misleading for the same alleged reasons. The plaintiffs allege
that the Companys stock price was artificially inflated as a result of the alleged underwriter practices. Plaintiffs attempt to state and claim violations by the Company, the individuals and the underwriters of Section 11 of the Securities Act
of 1933, violations by the individual defendants and underwriters of Section 12(a)(2) of the Securities Act, and violations by the underwriters of Section 10(b) the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the
Securities Exchange Commission. The litigation is in an early phase, and no substantive rulings have been issued by the Court. We believe that we have meritorious defenses against these actions and we intend to vigorously defend them.





We are also subject to various other claims and legal actions arising in the ordinary course of business. In the opinion of
management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on our business, financial condition or results of operations.





Item 2.Ch
anges in Securities and Use of Proceeds.





Not applicable.





Item 3.Defaults Upon Senior Securities.





Not applicable.





Item 4.Submission of Matters to a Vote of Security Holders.





Not applicable.




35




---

##### Table of Contents

Item 5.Other Information.





Not applicable





Item 6.Exhibits and Reports on Form 8-K.





(a)  Exhibits.





99.1 and 99.2





(b)  Reports on Form 8-K





Not applicable.




36




---

##### Table of Contents




AGILE SOFTWARE CORPORATION





SIGNATURE





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 thereunto duly authorized.





AGILE SOFTWARE CORPORATION/s/    CAROLYN V. AVERCarolyn V. Aver Executive Vice
President and Chief Financial Officer (Principal Accounting Officer)





Date:    September 13, 2002





CERTIFICATIONS





I, Bryan D. Stolle, certify that:





1.  I
have reviewed this quarterly report on Form 10-Q of Agile Software Corporation;





2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this quarterly report; and





3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly report.








/s/    BRYAN D. STOLLEBryan D. Stolle President and
Chief Executive Officer





Date:    September 13, 2002





***********





I, Carolyn V. Aver, certify that:





1.  I
have reviewed this quarterly report on Form 10-Q of Agile Software Corporation;





2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this quarterly report; and





3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly report.





/s/    CAROLYN V. AVERCarolyn V. Aver Executive Vice President and Chief Financial Officer





Date:    September 13, 2002




37




---

##### Table of Contents




EXHIBIT INDEX





Exhibit No.

Description3.1

Certificate of Incorporation of Agile Software Corporation, as amended to date.(1)3.2

Certificate of Elimination and Certificate of Amendment.(1)3.3

Amended and Restated Bylaws of Agile Software Corporation.(2)4.1

Specimen Common Stock Certificate.(1)99.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200299.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002


---

|(1) |  | Incorporated by reference to Agiles Registration Statement on Form S-1 (File No. 333-81387), declared effective on August 19, 1999.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to Agiles Current Report on Form 8-K (file No. 000-27071), filed on April 26, 2001 .
|--- |  | ---------------------------------------------------------------------------------------------------------------



38