##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-30027
  Moldflow Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3406763(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   492 OLD CONNECTICUT PATH, SUITE 401 FRAMINGHAM, MA
    01701
 (Address of principal executive
    offices) (Zip Code)
  508-358-5848
 (Registrants telephone
    number, including area code)
  [None]
 (Former name, former address and
    former fiscal year, if changed since last report)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
    Outstanding atMay 7,Class

2007Common Stock, $0.01 par value
    per share

11,450,054




---



##### 



MOLDFLOW
    CORPORATION
  FORM 10-Q
 For the
    Quarter Ended March 31, 2007
  TABLE OF CONTENTS
  
  Page NumberPART I.
    FINANCIAL INFORMATIONItem 1.


Unaudited Financial
    Statements:Condensed
    Consolidated Balance Sheet as of March 31, 2007 and
    June 30, 2006


2Condensed
    Consolidated Statement of Operations for the three- and
    nine-month periods ended March 31, 2007 and March 31,
    2006


3Condensed
    Consolidated Statement of Cash Flows for the nine-month periods
    ended March 31, 2007 and March 31, 2006


4Notes to Unaudited
    Condensed Consolidated Financial Statements


5Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


17Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


29Item 4.


Controls and
    Procedures


29PART II.
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


31Item 1A.


Risk
    Factors


31Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


31Item 3.


Defaults Upon
    Senior Securities


32Item 4.


Submission of
    Matters to a Vote of Security Holders


32Item 5.


Other
    Information


32Item 6.


Exhibits


32Signatures


33EX-31.1 Section 302 Certification of C.E.O.EX-31.2 Section 302 Certification of C.F.O.EX-32.1 Section 906 Certification of C.E.O.EX-32.2 Section 906 Certification of C.F.O.   1




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Unaudited
    Financial Statements  MOLDFLOW
    CORPORATION
 CONDENSED
    CONSOLIDATED BALANCE SHEET  March 31,


June 30,2007


2006(In thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
54,143


$
51,901Marketable securities


11,092



8,443Accounts receivable, net


12,769



9,278Prepaid expenses


6,543



6,475Other current assets


3,040



2,987Current portion of assets held for
    sale (Note 2)


5,617



5,588Total current assets


93,204



84,672Fixed assets, net


3,005



2,768Goodwill


6,465



6,465Other assets


1,888



1,870Assets held for sale, net of
    current portion (Note 2)


3,826



14,418Total assets

$
108,388


$
110,193LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
616


$
1,143Accrued expenses


11,065



9,371Deferred revenue


13,192



11,603Current portion of liabilities
    held for sale (Note 2)


1,990



1,947Total current liabilities


26,863



24,064Deferred revenue


1,556



1,325Other long-term liabilities


307



394Liabilities held for sale, net of
    current portion (Note 2)


453



453Total liabilities


29,179



26,236Contingencies, commitments and
    guarantor arrangements (Note 12)Stockholders equity:Common stock


118



114Treasury stock, at cost


(8,018
)


(2,579
)Additional paid-in capital


79,436



75,335Retained earnings


1,936



6,296Accumulated other comprehensive
    income


5,737



4,791Total stockholders equity


79,209



83,957Total liabilities and
    stockholders equity

$
108,388


$
110,193    2




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONS
  Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands, except per share data)(Unaudited)Revenue:Product

$
8,034


$
5,649


$
20,324


$
17,733Services


6,654



5,993



19,984



17,937Total revenue


14,688



11,642



40,308



35,670Costs and operating expenses:Cost of product revenue


367



406



1,094



1,104Cost of services revenue


1,122



1,116



3,360



3,145Research and development


1,891



1,920



5,576



5,421Selling and marketing


5,139



4,099



14,432



12,569General and administrative


3,481



2,475



10,468



9,148Restructuring charges














1,247Total costs and operating expenses


12,000



10,016



34,930



32,634Income from continuing operations


2,688



1,626



5,378



3,036Interest income, net


788



663



2,357



1,856Other income (loss), net


(5
)


62



15



96Income from continuing operations
    before income taxes


3,471



2,351



7,750



4,988Provision for income taxes


638



334



1,112



1,024Net income from continuing
    operations

$
2,833


$
2,017


$
6,638


$
3,964Net loss from discontinued
    operations, net of income taxes (Note 2)


(10,651
)


(497
)


(10,998
)


(2,523
)Net income (loss)

$
(7,818
)

$
1,520


$
(4,360
)

$
1,441Basic net income per common share
    from continuing operations

$
0.25


$
0.18


$
0.59


$
0.36Basic net loss per common share
    from discontinued operations

$
(0.95
)

$
(0.04
)

$
(0.98
)

$
(0.23
)Basic net income (loss) per common
    share

$
(0.70
)

$
0.14


$
(0.39
)

$
0.13Diluted net income per common
    share from continuing operations

$
0.24


$
0.17


$
0.57


$
0.33Diluted net loss per common share
    from discontinued operations

$
(0.91
)

$
(0.04
)

$
(0.94
)

$
(0.21
)Diluted net income (loss) per
    common share

$
(0.67
)

$
0.13


$
(0.37
)

$
0.12Shares used in computing net
    income per common share:Basic


11,219



11,139



11,181



11,076Diluted


11,739



11,817



11,668



11,816    3




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
  Nine Months EndedMarch 31,


March 31,2007


2006(In thousands)(Unaudited)Cash flows from operating
    activities:Net income from continuing
    operations

$
6,638


$
3,964Net loss from discontinued
    operations


(10,998
)


(2,523
)Net income (loss)

$
(4,360
)

$
1,441Adjustments to reconcile net
    income from continuing operations to net cash provided by
    operating activities of continuing operations:Depreciation of fixed assets


836



863Amortization of other intangible
    assets


618



417Provisions for doubtful accounts


115



36Share-based compensation


1,232



1,491Change in deferred income taxes
    due to share-based compensation






(96
)Foreign exchange gains


(6
)


(115
)Excess tax benefits from
    shared-based compensation


(374
)


Changes in operating assets and
    liabilities:Accounts receivable


(3,410
)


(1,525
)Prepaid expenses, and other
    current assets


302



(1,232
)Other assets


(219
)


34Accounts payable


(550
)


(1,566
)Accrued expenses and other
    liabilities


1,340



(9
)Deferred revenue


1,749



1,270Net cash provided by operating
    activities of continuing operations


8,271



3,532Net cash provided by (used in)
    operating activities of discontinued operations


21



(2,074
)Net cash provided by operating
    activities


8,292



1,458Cash flows from investing
    activities:Purchases of fixed assets


(918
)


(913
)Capitalization of software
    development costs


(340
)


(410
)Purchases of marketable securities


(19,267
)


(11,150
)Sales and maturities of marketable
    securities


16,618



15,711Net cash (used in) provided by
    investing activities of continuing operations


(3,907
)


3,238Net cash used in investing
    activities of discontinued operations


(32
)


(102
)Net cash (used in) provided by
    investing activities


(3,939
)


3,136Cash flows from financing
    activities:Proceeds from issuance of common
    stock


2,711



1,964Tax benefit related to exercised
    stock options






30Purchase of treasury stock


(5,440
)


Excess tax benefits from
    share-based compensation


374



Net cash (used in) provided by
    financing activities


(2,355
)


1,994Effect of exchange rate changes on
    cash and cash equivalents


306



(921
)Net increase in cash and cash
    equivalents


2,304



5,667Cash and cash equivalents,
    beginning of period


52,111



48,910Cash and cash equivalents, end of
    period

$
54,415


$
54,577Cash and cash equivalents of
    continuing operations, end of period

$
54,143


$
54,377Cash and cash equivalents of
    discontinued operations, end of period

$
272


$
200    4




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Basis of
    Presentation and Nature of Business    Form 10-K. Form 10-Q,
  2.
    Discontinued
    Operations     5




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands)Manufacturing Solutions divisionRevenue:Product

$
2,801


$
3,854


$
8,918


$
10,586Services


518



761



1,747



2,175Total revenue

$
3,319


$
4,615


$
10,665


$
12,761Loss from discontinued operations
    before income taxes

$
(10,637
)

$
(659
)

$
(10,973
)

$
(2,981
)Provision for (benefit from)
    income taxes


14



(162
)


25



(458
)Net loss from discontinued
    operations, net of taxes

$
(10,651
)

$
(497
)

$
(10,998
)

$
(2,523
)   March 31,


June 30,2007


2006(In thousands)Assets
    Held-For-Sale:Current portion of assets
    held-for-sale:Cash and cash equivalents

$
272


$
210Accounts receivable, net


3,167



3,495Inventories


1,805



1,739Other current assets


373



144Total current portion of assets
    held-for-sale

$
5,617


$
5,588Assets held-for-sale, net of
    current portion:Fixed assets, net

$
339


$
360Acquired intangible assets, net


974



1,215Goodwill


2,027



12,189Other assets


486



654Total assets
    held-for-sale,
    net of current portion

$
3,826


$
14,418Liabilities
    Held-For-Sale:Current portion of liabilities
    held-for-sale:Accounts payable

$
488


$
906Accrued expenses


1,190



903Deferred revenue


312



138Total current portion of
    liabilities
    held-for-sale

$
1,990


$
1,947Other long-term liabilities, net
    of current portion

$
453


$
453   3.
    Stock
    Plans and Share-Based Compensation  Share-Based
    Compensation
   6




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands)Cost of product revenue

$
1


$
2


$
4


$
9Cost of services revenue


10



21



30



73Research and development


96



89



268



261Selling and marketing


82



78



224



241General and administrative


239



253



706



907Share-based compensation expense
    before related tax effects


428



443



1,232



1,491Income tax benefit






(115
)


(67
)


(189
)Net share-based compensation
    expense

$
428


$
328


$
1,165


$
1,302       Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedMarch 31,


March 31,


March 31,


March 31,2007(4)


2006


2007


2006Dividend yield


n/a



0
%


0
%


0
%Expected volatility factor(1)


n/a



40.9
%


41.1
%


43.3%-49.2
%Risk-free interest rate(2)


n/a



4.6
%


4.9
%


3.9%-4.3
%Expected term (in years)(3)


n/a



3.5



3.5-5.0



3.5-5.8     (1)
    
    Measured using a weighted average of historical daily price
    changes of the Companys stock over the most recent period
    that matches the expected term of the option.(2)
    
    The risk-free interest rate for periods equal to the expected
    term of the share option is based on the U.S. Treasury
    yield in effect at the time of grant. 7




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (3)
    
    The expected term is the number of years that the Company
    estimates, based primarily on historical experience, that the
    options will be outstanding prior to exercise. The Company has
    elected to use the simplified method for estimating the expected
    term for its stock options, which qualify as
    plain-vanilla options.(4)
    
    No option grants occurred during the three months ended
    March 31, 2007.  Stock
    Plans
        Stock
    Options:
    Nine Months EndedMarch 31, 2007


March 31, 2006Weighted Average





Weighted AverageShares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of period


2,086,551


$
10.85



2,487,267


$
10.22Granted


239,207



12.03



183,029



15.07Exercised


(439,789
)


6.34



(318,026
)


6.92Canceled


(264,692
)


13.31



(77,630
)


14.84Outstanding at end of period


1,621,277


$
11.82



2,274,640


$
10.92Options exercisable at end of
    period


1,231,227


$
11.51



1,778,980



10.39Weighted average fair value of
    options granted in the period





$
5.18






$
6.00  8




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageContractual


Exercise





ExerciseRange of Exercise Prices

Shares


Life


Price


Shares


Price$0.36-$5.00


266,603



0.4 years


$
4.62



266,603


$
4.62$5.01-$10.00


297,839



1.8 years



9.08



296,839



9.07$10.01-$15.00


593,991



5.0 years



11.87



287,710



11.66$15.01-$20.00


385,244



2.2 years



16.64



302,475



16.96$20.01-$25.00


61,500



1.6 years



21.78



61,500



21.78$25.01-$30.00


16,100



1.8 years



26.24



16,100



26.241,621,277



2.8 years


$
11.82



1,231,227


$
11.51     Restricted
    Stock:
    Nine Months EndedMarch 31, 2007


March 31, 2006Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


81,744


$
15.39






$
Granted


126,069



12.05



94,733



15.39Vested


(27,256
)


15.39







Nonvested at end of period


180,557


$
13.06



94,733


$
15.39      9




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock Units:
   10




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Net
    Income (Loss) Per Common Share    Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands, except per share data)Net income from continuing
    operations

$
2,833


$
2,017


$
6,638


$
3,964Net loss from discontinued
    operations net of tax


(10,651
)


(497
)


(10,998
)


(2,523
)Net income (loss)

$
(7,818
)

$
1,520


$
(4,360
)

$
1,441Weighted average shares used in
    computing net income per common share  basic


11,219



11,139



11,181



11,076Effect of dilutive securities:Stock options and unvested
    restricted stock


520



678



487



740Weighted average shares used in
    computing net income per common share  diluted


11,739



11,817



11,668



11,816Basic net income per common share
    from continuing operations

$
0.25


$
0.18


$
0.59


$
0.36Basic net loss per common share
    from discontinued operations

$
(0.95
)

$
(0.04
)

$
(0.98
)

$
(0.23
)Basic net income (loss) per common
    share

$
(0.70
)

$
0.14


$
(0.39
)

$
0.13Diluted net income per common
    share from continuing operations

$
0.24


$
0.17


$
0.57


$
0.33Diluted net loss per common share
    from discontinued operations

$
(0.91
)

$
(0.04
)

$
(0.94
)

$
(0.21
)Diluted net income (loss) per
    common share

$
(0.67
)

$
0.13


$
(0.37
)

$
0.12         5.
    Derivative
    Financial Instruments and Hedging Activities     11




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        6.
    Acquired
    Intangible Assets      Form 10-Q,
  7.
    Software
    Development Costs   12




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     March 31,


June 30,2007


2006(In thousands)Gross carrying amount

$
2,516


$
2,176Less  accumulated
    amortization


(1,670
)


(1,279
)Net carrying amount

$
846


$
897   8.
    Comprehensive
    Income (Loss)      Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands)Net income (loss)

$
(7,818
)

$
1,520


$
(4,360
)

$
1,441Other comprehensive income (loss):Increase in fair value of
    marketable securities, net of related tax effects






7



3



27Increase (decrease) in value of
    financial instruments designated as hedges, net of related tax
    effects


(42
)


(10
)


67



58Foreign currency translation
    adjustment


224



(506
)


876



(1,043
)Other comprehensive income (loss)


182



(509
)


946



(958
)Comprehensive income (loss)

$
(7,636
)

$
1,011


$
(3,414
)

$
483   9.
    Restructuring
    Plans  October
    2005 Plan
    10.
    Segment
    Information  Segment
    Information
   13




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        11.
    Income
    Taxes         14




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Contingencies,
    Commitments and Guarantor Arrangements      13.
    Treasury
    Stock    Total Number ofShares


Total Cost of


Average PurchaseRepurchased


Repurchase


Price per Share(In thousands, except share and per share data)As of June 30, 2006


196,100


$
2,579


$
13.15Three months ended
    September 30, 2006


114,500


$
1,387


$
12.12Three months ended
    December 31, 2006


40,000


$
520


$
13.00Three months ended March 31,
    2007


249,400


$
3,532


$
14.16As of March 31, 2007


600,000


$
8,018


$
13.36  15




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Recent
    Accounting Pronouncements         16




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Forward-Looking
    Statements
  Form 10-Q
  Form 10-K,
  Corporate
    Strategy Overview
    easy-to-use
   17




---



##### Table of Contents



Discontinued
    Operations
      Critical
    Accounting Policies and Significant Judgments and
    Estimates
   18




---



##### Table of Contents



Form 10-K
  Overview
    of Results of Continuing Operations for the Three Months and
    Nine Months Ended March 31, 2007:
  Three Months





Three MonthsEnded


As a


Ended


As aMarch 31,


% of


March 31,


% of2007


Revenue


2006


Revenue(In thousands, except for percentage data)Revenue

$
14,688



100
%

$
11,642



100
%Cost of revenue


1,489



10



1,522



13Operating expenses


10,511



72



8,494



73Income from continuing operations

$
2,688



18
%

$
1,626



14
%   Nine Months





Nine MonthsEnded


As a


Ended


As a %March 31,


% of


March 31,


of2007


Revenue


2006


Revenue(In thousands, except for percentage data)Revenue

$
40,308



100
%

$
35,670



100
%Cost of revenue


4,454



11



4,249



12Operating expenses


30,476



76



28,385



80Income from continuing operations

$
5,378



13
%

$
3,036



8
%   
    Revenue growth from continuing operations of 26% and 13% in the
    three- and nine-month periods ended March 31, 2007,
    respectively, resulted in more significant growth in income from
    continuing operations reflecting savings realized as a result of
    our fiscal 2006 organizational restructuring.
    Total share-based compensation costs of $428,000 for the
    three-month period ended March 31, 2007 compared to
    $443,000 in the same period of the previous year. Total
    share-based compensation costs of $1.2 million for the
    nine-month period ended March 31, 2007 compared to
    $1.5 million in the same period of the previous year.
    Continuing operations generated $8.3 million of cash in the
    nine-month period ended March 31, 2007 compared to
    $3.5 million of cash generated by continuing operations in
    the nine-month period ended March 31, 2006.
    Stock repurchase program returned 249,400 and
    403,900 shares to treasury at a cost of $3.5 million
    and $5.4 million for the three- and nine-month periods
    ended March 31, 2007, respectively. 19




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##### Table of Contents



Results
    of Continuing Operations
    Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006Revenue:Product


55
%


49
%


50
%


50
%Services


45



51



50



50Total revenue


100
%


100
%


100
%


100
%Costs and operating expenses:Cost of product revenue


2
%


3
%


3
%


3
%Cost of services revenue


8



10



8



9Research and development


13



17



14



15Selling and marketing


35



35



36



36General and administrative


24



21



26



26Restructuring charges














3Total costs and operating expenses


82



86



87



92Income from continuing operations


18



14



13



8Interest income, net


5



5



6



5Other income, net






1







1Income from continuing operations
    before income taxes


23



20



19



14Provision for income taxes


4



3



3



3Net income from continuing
    operations


19
%


17
%


16
%


11
%   Revenue
  Three Months Ended


Nine Months EndedMarch 31,


March 31,


March 31,


March 31,2007


2006


2007


2006(In thousands)Revenue:Product

$
8,034


$
5,649


$
20,324


$
17,733Services


6,654



5,993



19,984



17,937Total

$
14,688


$
11,642


$
40,308


$
35,670     when-and-if-available
 20




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##### Table of Contents



IncreaseThree Months


(Decrease)


Three MonthsEnded


Compared to


EndedMarch 31,


Prior Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Asia/Australia:Products

$
4,682


$
1,464



45
%

$
3,218Services


2,317



187



9



2,130Total Asia/Australia

$
6,999


$
1,651



31
%

$
5,348% of total revenue


48
%










46
%Americas:Products

$
942


$
158



20
%

$
784Services


1,474



(23
)


(2
)


1,497Total Americas

$
2,416


$
135



6
%

$
2,281% of total revenue


16
%










20
%Europe:Products

$
2,410


$
763



46
%

$
1,647Services


2,863



497



21



2,366Total Europe

$
5,273


$
1,260



31
%

$
4,013% of total revenue


36
%










34
%Consolidated:Products

$
8,034


$
2,385



42
%

$
5,649Services


6,654



661



11



5,993Total

$
14,688


$
3,046



26
%

$
11,642% of total revenue


100
%










100
%  21




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##### Table of Contents



Nine Months


Increase


Nine MonthsEnded


Compared to


EndedMarch 31,


Prior Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Asia/Australia:Products

$
11,210


$
1,954



21
%

$
9,256Services


7,331



876



14



6,455Total Asia/Australia

$
18,541


$
2,830



18
%

$
15,711% of total revenue


46
%










44
%Americas:Products

$
2,763


$
491



22
%

$
2,272Services


4,581



238



5



4,343Total Americas

$
7,344


$
729



11
%

$
6,615% of total revenue


18
%










19
%Europe:Products

$
6,351


$
146



2
%

$
6,205Services


8,072



933



13



7,139Total Europe

$
14,423


$
1,079



8
%

$
13,344% of total revenue


36
%










37
%Consolidated:Products

$
20,324


$
2,591



15
%

$
17,733Services


19,984



2,047



11



17,937Total

$
40,308


$
4,638



13
%

$
35,670% of total revenue


100
%










100
%        22




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##### Table of Contents



Cost
    of Product Revenue
  Three Months


Decrease


Three MonthsEnded


Compared to


EndedMarch 31,


Fiscal Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Cost of revenue:Product

$
367


$
(39
)


(10
)%

$
406As a percentage of total revenue


2
%










3
%   Nine Months


Decrease


Nine MonthsEnded


Compared to


EndedMarch 31,


Prior Fiscal Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Cost of revenue:Product

$
1,094


$
(10
)


(1
)%

$
1,104As a percentage of total revenue


3
%










3
%       Cost
    of Services Revenue
  IncreaseThree Months


Compared to


Three MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Cost of services revenue

$
1,122


$
6



1
%

$
1,116As a percentage of total revenue


8
%










10
%   IncreaseNine Months


Compared to


Nine MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Cost of services revenue

$
3,360


$
215



7
%

$
3,145As a percentage of total revenue


8
%










9
%      23




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##### Table of Contents



Research
    and Development
  DecreaseThree Months


Compared to


Three MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Research and development

$
1,891


$
(29
)


(2
)%

$
1,920As a percentage of total revenue


13
%










17
%   IncreaseNine Months


Compared to


Nine MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Research and development

$
5,576


$
155



3
%

$
5,421As a percentage of total revenue


14
%










15
%       Selling
    and Marketing
  IncreaseThree Months


Compared to


Three MonthsEnded


Prior


EndedMarch 31,


Fiscal Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Selling and marketing

$
5,139


$
1,040



25
%

$
4,099As a percentage of total revenue


35
%










35
%   IncreaseNine Months


Compared to


Nine MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)Selling and marketing

$
14,432


$
1,863



15
%

$
12,569As a percentage of total revenue


36
%










35
%    24




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##### Table of Contents



General
    and Administrative
  IncreaseThree Months


Compared to


Three MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)General and administrative

$
3,481


$
1,006



41
%

$
2,475As a percentage of total revenue


24
%










21
%   IncreaseNine Months


Compared to


Nine MonthsEnded


Prior Fiscal


EndedMarch 31,


Year


March 31,2007


$


%


2006(In thousands, except for percentage data)General and administrative

$
10,468


$
1,320



14
%

$
9,148As a percentage of total revenue


26
%










26
%         Restructuring
    Charges
    Interest
    Income, Net
   25




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##### Table of Contents



Other
    Income (loss), Net
      Income
    Taxes
             26




---



##### Table of Contents



Liquidity
    and Capital Resources
  Nine Months


Nine MonthsEnded


EndedMarch 31,


March 31,2007


2006(In thousands)Net cash provided by operating
    activities of continuing operations

$
8,271


$
3,532Net cash (used in) provided by in
    investing activities of continuing operations


(3,907
)


3,238Net cash (used in) provided by
    financing activities


(2,355
)


1,994Net cash used in operating and
    investing activities of discontinued operations


(11
)


(2,176
)Effect of exchange rate changes on
    cash and cash equivalents


306



(921
)Net increase in cash and cash
    equivalents


2,304



5,667Cash and cash equivalents,
    beginning of period


52,111



48,910Cash and cash equivalents, end of
    period

$
54,415


$
54,577Marketable securities, end of
    period

$
11,092


$
6,762Cash, cash equivalents and
    marketable securities, end of period

$
65,507


$
61,339      27




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##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Recent
    Accounting Pronouncements
   28




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##### Table of Contents



Impact of
    Inflation
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  10-K
  Foreign
    Exchange and Interest Rate Risk
    yield-to-maturity
  Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
 29




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
   30




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   Item 1A.  Risk
    Factors  Form 10-K,
  Our divestiture activities could disrupt our ongoing
    business, may involve supplemental write downs and may present
    risks not contemplated at the time of divestiture.
    Reporting our Manufacturing Solutions division as
    discontinued operations may have a material, adverse impact on
    our continuing results of operations and on our Net Income
    (Loss).
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    31




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##### Table of Contents



Maximum Number ofTotal Number of Shares


Shares that MayTotal Number


Average


Purchased as Part of


Yet be Purchasedof Shares


Price Paid


Publicly Announced


Under the PlansPeriod

Purchased


per Share


Plans or Programs


or ProgramsJanuary 1 - January 31, 2007














249,400February 1 - February 28, 2007


21,130



14.35



21,130



228,270March 1 - March 31, 2007


228,270



14.15



228,270



(1
)249,400







249,400     (1)
    
    The Company had completed its acquisition of 600,000 shares
    under the stock repurchase plan as of March 31, 2007.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Securities Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  Exhibits:
  ExhibitNo.3
.1

Third Amended and Restated Bylaws
    of the Registrant (Previously filed as an exhibit to the
    Companys Current Report on
    Form 8-K
    filed on May 4, 2007 and incorporated by reference thereto.)31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer. (Filed herewith.)31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer. (Filed herewith.)32
.1

Section 1350 Certification of
    Chief Executive Officer.(1) (Filed herewith.)32
.2

Section 1350 Certification of
    Chief Financial Officer.(1) (Filed herewith.)     (1)
    
    This certification shall not be deemed filed for
    purposes of Section 18 of the Securities Exchange Act of
    1934, or otherwise subject to the liability of that section, nor
    shall it be deemed incorporated by reference into any filing
    under the Securities Act of 1933 or the Securities Exchange Act
    of 1934. 32




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##### Table of Contents



SIGNATURES    Moldflow Corporation
  By:
    /s/  A.
    ROLAND THOMAS   President and Chief Executive Officer
  Moldflow Corporation
  By:
    /s/  CHRISTOPHER
    L. GORGONE   Executive Vice President of Finance,
 Chief Financial Officer and Treasurer
 (Principal Financial Officer)
   33