##### 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 December 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 atFebruary 5,Class

2007Common Stock, $0.01 par value per share

12,071,276




---



##### 



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


Unaudited Financial Statements:


2Condensed Consolidated Balance Sheet as of
    December 31, 2007 and June 30, 2007


2Condensed Consolidated Statement of Income for
    the three- and six- month periods ended December 31, 2007
    and December 31, 2006


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


4Notes to Unaudited Condensed Consolidated
    Financial Statements


5Item 2.


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


16Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


28Item 4.


Controls and Procedures


29PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


30Item 1A.


Risk Factors


30Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


30Item 3.


Defaults Upon Senior Securities


30Item 4.


Submission of Matters to a Vote of Security
    Holders


30Item 5.


Other Information


31Item 6.


Exhibits


31Signatures


32Exhibit Index


33Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO   1




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##### Table of Contents



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


June 30,2007


2007(In thousands)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
70,562


$
59,482Marketable securities


11,015



13,163Accounts receivable, net


12,841



11,878Prepaid expenses


6,608



6,383Other current assets


4,754



10,594Total current assets


105,780



101,500Fixed assets, net


3,987



3,137Goodwill


6,465



6,465Other assets


1,805



2,659Total assets

$
118,037


$
113,761LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
785


$
876Accrued expenses


9,609



11,489Deferred revenue


11,347



14,095Total current liabilities


21,741



26,460Deferred revenue


2,068



1,582Other long-term liabilities


1,627



305Total liabilities


25,436



28,347Contingencies, commitments and guarantor arrangements
    (Note 11)Stockholders equity:Common stock


126



124Treasury stock, at cost


(8,549
)


(8,018
)Additional paid-in capital


88,001



85,358Retained earnings


6,384



1,617Accumulated other comprehensive income


6,639



6,333Total stockholders equity


92,601



85,414Total liabilities and stockholders equity

$
118,037


$
113,761    2




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF INCOME
  Three Months Ended


Six Months EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


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

$
8,873


$
7,607


$
14,660


$
12,723Services


8,178



6,684



15,795



13,329Total revenue


17,051



14,291



30,455



26,052Costs and operating expenses:Cost of product revenue


378



370



775



727Cost of services revenue


1,428



1,209



2,656



2,236Research and development


2,165



2,029



4,266



3,876Selling and marketing


5,996



5,359



10,816



9,561General and administrative


3,506



3,331



7,453



6,986Total costs and operating expenses


13,473



12,298



25,966



23,386Income from continuing operations


3,578



1,993



4,489



2,666Interest income, net


1,071



784



2,117



1,567Other income (loss), net


50



17



(2
)


20Income from continuing operations before income taxes


4,699



2,794



6,604



4,253Provision for income taxes


939



632



1,312



474Net income from continuing operations

$
3,760


$
2,162


$
5,292


$
3,779Net loss from discontinued operations, net of income taxes
    (Note 2)






(381
)






(317
)Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)










(236
)


Net income

$
3,760


$
1,781


$
5,056


$
3,462Basic net income per common share from continuing operations

$
0.32


$
0.19


$
0.45


$
0.34Basic net loss per common share from discontinued operations






(0.03
)






(0.03
)Basic net loss per common share on the disposal of discontinued
    operations










(0.02
)


Basic net income per common share

$
0.32


$
0.16


$
0.43


$
0.31Diluted net income per common share from continuing operations

$
0.31


$
0.18


$
0.44


$
0.33Diluted net loss per common share from discontinued operations






(0.03
)






(0.03
)Diluted net loss per common share on the disposal of
    discontinued operations










(0.02
)


Diluted net income per common share

$
0.31


$
0.15


$
0.42


$
0.30Shares used in computing net income (loss) per common share:Basic


11,751



11,166



11,753



11,161Diluted


12,063



11,657



12,136



11,625    3




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##### Table of Contents



MOLDFLOW
    CORPORATION
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
  Six Months EndedDecember 31,


December 31,2007


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

$
5,292


$
3,779Net loss from discontinued operations, net of income taxes
    (Note 2)






(317
)Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)


(236
)


Net income

$
5,056


$
3,462Adjustments to reconcile net income from continuing operations
    to net cash provided by operating activities of continuing
    operations:Depreciation of fixed assets


516



562Amortization of other intangible assets


358



422Provisions for doubtful accounts


50



82Share-based compensation


1,155



803Other non-cash charges or expenses


81



(15
)Excess tax benefits from shared-based compensation






(69
)Changes in operating assets and liabilities:Accounts receivable


(470
)


(820
)Prepaid expenses and other current assets


(536
)


109Other assets


1,050



(69
)Accounts payable


(101
)


(490
)Accrued expenses and other liabilities


(1,183
)


(195
)Deferred revenue


(3,160
)


(2,459
)Net cash provided by operating activities of continuing
    operations


3,052



1,640Net cash used in operating activities of discontinued operations


(236
)


(261
)Net cash provided by operating activities


2,816



1,379Cash flows from investing activities:Purchases of fixed assets


(1,274
)


(501
)Capitalization of software development costs


(338
)


(83
)Purchases of marketable securities


(9,103
)


(14,178
)Sales and maturities of marketable securities


11,250



10,568Proceeds from sale of business (Note 2)


6,584



Net cash provided by (used in) investing activities of
    continuing operations


7,119



(4,194
)Net cash used in investing activities of discontinued operations






(153
)Net cash provided by (used in) investing activities


7,119



(4,347
)Cash flows from financing activities:Proceeds from issuance of common stock


1,343



928Purchase of treasury stock


(383
)


(1,907
)Excess tax benefits from share-based compensation






69Net cash provided by (used in) financing activities


960



(910
)Effect of exchange rate changes on cash and cash equivalents


185



370Net increase (decrease) in cash and cash equivalents


11,080



(3,508
)Cash and cash equivalents, beginning of period


59,482



52,111Cash and cash equivalents, end of period

$
70,562


$
48,603    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.
  Discontinued Operations Form 10-Q
  2.
    Discontinued
    Operations      3.
    Share-Based
    Compensation and Stock Plans  Share-Based
    Compensation:
   5




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


2006(In thousands)Cost of product revenue

$



$
2


$
7


$
4Cost of services revenue


18



9



30



19Research and development


145



100



255



172Selling and marketing


140



85



255



141General and administrative


332



257



608



467Share-based compensation expense before related tax effects


635



453



1,155



803Income tax benefit


(30
)


(67
)


(68
)


(67
)Net share-based compensation expense

$
605


$
386


$
1,087


$
736       Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedDecember 31,


December 31,


December 31,


December 31,2007


2006(4)


2007


2006Dividend yield


0
%


n/a



0
%


0
%Expected volatility factor(1)


44.3
%


n/a



44.3
%


41.1
%Risk-free interest rate(2)


3.7
%


n/a



3.7-4.9
%


4.9
%Expected term (in years)(3)


4.8



n/a



4.8



3.5-5.0     (1)
    
    Measured using a weighted average of historical daily price
    changes of the Companys stock and of peer group companies
    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 option is based on the United States
    (U.S.) Treasury yield in effect at the time of grant. 6




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (3)
    
    The expected term assumption is the number of years that the
    Company estimates that options granted to its employees will be
    outstanding prior to exercise or post-vesting cancellation. In
    the three- and six-months periods ended December 31, 2007,
    the Company calculated the expected term using historical
    exercise and post-vesting cancellation data related to grants
    made to its employees. In the six-month period ended
    December 31, 2006, the Company elected to use the
    simplified method for estimating the expected term for its stock
    options, which qualified as plain-vanilla options.(4)
    
    No option grants occurred during the three months ended
    December 31, 2006.  Stock
    Plans
        Stock
    Options:
    Six Months EndedDecember 31,


December 31,2007


2006Number of


Weighted Average


Number of


Weighted AverageShares


Exercise Price


Shares


Exercise PriceOutstanding at beginning of period


1,209,842


$
12.68



2,086,551


$
10.85Granted


216,933



16.45



239,207



12.03Exercised


(168,209
)


8.00



(179,277
)


5.62Canceled


(7,868
)


13.52



(225,892
)


13.26Outstanding at end of period


1,250,698


$
13.96



1,920,589


$
11.18Options exercisable at end of period


874,722


$
13.48



1,475,796


$
10.71Weighted average fair value of options granted in the period





$
7.11






$
5.18  7




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##### Table of Contents



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





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual


Exercise


Number


ExerciseRange of Exercise Prices

of Shares


Life


Price


of Shares


Price$5.01-$10.00


200,475



1.4 years


$
9.37



200,475


$
9.37$10.01-$15.00


480,307



4.5 years



11.96



355,298



11.90$15.01-$20.00


497,610



4.1 years



16.46



257,949



16.62$20.01-$25.00


58,706



2.0 years



22.03



47,400



21.97$25.01-$30.00


13,600



1.0 years



26.32



13,600



26.321,250,698



3.7 years


$
13.96



874,722


$
13.48     Restricted
    Stock:
    Six Months EndedDecember 31,


December 31,2007


2006Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


163,585


$
13.52



81,744


$
15.39Granted


120,457



16.25



126,069



12.05Vested


(68,879
)


13.45



(19,699
)


15.35Nonvested at end of period


215,163


$
15.07



188,114


$
13.16    8




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock Units:
  Six Months EndedDecember 31, 2007


December 31, 2006Weighted





WeightedAverage





AverageNumber


Grant Date


Number


Grant Dateof Shares


Fair Value


of Shares


Fair ValueNonvested at beginning of period


24,620


$
8.81



24,620


$
8.81Granted


18,627



16.64







Vested


(8,207
)


8.81







Nonvested at end of period


35,040


$
12.97



24,620


$
8.81      9




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##### Table of Contents



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


Six Months EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


2006(In thousands, except


(In thousands, exceptper share data)


per share data)Net income from continuing operations

$
3,760


$
2,162


$
5,292


$
3,779Net loss from discontinued operations, net of income taxes
    (Note 2)






(381
)






(317
)Net loss on disposal of discontinued operations, net of income
    taxes (Note 2)










(236
)


Net income

$
3,760


$
1,781


$
5,056


$
3,462Shares used in computing net income per common share 
    basic


11,751



11,166



11,753



11,161Effect of dilutive securities:Employee and director stock options


312



491



383



464Shares used in computing net income per common share 
    diluted


12,063



11,657



12,136



11,625Basic net income per common share from continuing operations

$
0.32


$
0.19


$
0.45


$
0.34Basic net loss per common share from discontinued operations






(0.03
)






(0.03
)Basic net loss per common share on the disposal of discontinued
    operations










(0.02
)


Basic net income per common share

$
0.32


$
0.16


$
0.43


$
0.31Diluted net income per common share from continuing operations

$
0.31


$
0.18


$
0.44


$
0.33Diluted net loss per common share from discontinued operations






(0.03
)






(0.03
)Diluted net loss per common on the disposal of discontinued
    operations










(0.02
)


Diluted net income per common share

$
0.31


$
0.15


$
0.42


$
0.30        10




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##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Derivative
    Financial Instruments and Hedging Activities        6.
    Acquired
    Intangible Assets    7.
    Software
    Development Costs    December 31,


June 30,2007


2007(In thousands)Gross carrying amount

$
2,887


$
2,549Less  accumulated amortization


(2,070
)


(1,844
)Net carrying amount

$
817


$
705  11




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Comprehensive
    Income      Three Months Ended


Six Months EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


2006(In thousands)


(In thousands)Net income

$
3,760


$
1,781


$
5,056


$
3,462Other comprehensive income (loss):Increase (decrease) in fair value of marketable securities, net
    of related tax effects


6



(3
)


20



3Increase (decrease) in value of financial instruments designated
    as hedges, net of related tax effects


(43
)


51



55



109Foreign currency translation adjustment


(386
)


555



231



653Other comprehensive income (loss)


(423
)


603



306



765Comprehensive income

$
3,337


$
2,384


$
5,362


$
4,227   9.
    Segment
    Information      10.
    Income
    Taxes  Provision
    for Income Tax
     12




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Valuation
    Allowance
    FASB
    Interpretation No. 48
       13




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Tax Audit
    Australia
             14




---



##### Table of Contents



MOLDFLOW
    CORPORATION
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Contingencies,
    Commitments and Guarantor Arrangements      12.
    Share
    Repurchase Program and Treasury Stock      13.
    Recent
    Accounting Pronouncements     15




---



##### 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
         16




---



##### Table of Contents



Discontinued
    Operations
        Critical
    Accounting Policies and Significant Judgments and
    Estimates
    Form 10-K
 17




---



##### Table of Contents



Income
    Tax Accounting
          Overview
    of Results of Continuing Operations for the Three and Six Months
    Ended December 31, 2007:
  Three Months





Three MonthsEnded


As a


Ended


As aDecember 31,


% of


December 31,


% of2007


Revenue


2006


Revenue(In thousands, except for percentage data)Revenue

$
17,051



100
%

$
14,291



100
%Cost of revenue


1,806



11



1,579



11Operating expenses


11,667



68



10,719



75Income from continuing operations

$
3,578



21
%

$
1,993



14
%   Six Months





Six MonthsEnded


As a


Ended


As aDecember 31,


% of


December 31,


% of2007


Revenue


2006


Revenue(In thousands, except for percentage data)Revenue

$
30,455



100
%

$
26,052



100
%Cost of revenue


3,431



11



2,963



11Operating expenses


22,535



74



20,423



78Income from continuing operations

$
4,489



15
%

$
2,666



10
%  18




---



##### Table of Contents




    Total revenue was $17.1 million in three-month period ended
    December 31, 2007 and represented an increase of 19% from
    the same period of the previous year.
    Product revenue was $8.9 million in three-month period
    ended December 31, 2007 and represented an increase of 17%
    from the same period of the previous year.
    Service revenue was $8.2 million in three-month period
    ended December 31, 2007 and represented an increase of 22%
    from the same period of the previous year.
    Income from continuing operations was $3.6 million in the
    three-month period ended December 31, 2007, compared to
    $2.0 million in the same period of the previous year.
    Total net share-based compensation costs of $605,000 for the
    three-month period ended December 31, 2007, compared to
    $386,000 in the same period of the previous year.
    Net cash provided by operating activities of continuing
    operations was $3.1 million in the six-month period ended
    December 31, 2007, compared to $1.6 million in the
    same period of the previous year.  Results
    of Continuing Operations
    Three Months Ended


Six Months EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


2006Revenue:Product


52
%


53
%


48
%


49
%Services


48



47



52



51Total revenue


100
%


100
%


100
%


100
%Costs and operating expenses:Cost of product revenue


2
%


3
%


3
%


3
%Cost of services revenue


8



9



9



9Research and development


13



14



14



15Selling and marketing


35



37



35



37General and administrative


21



23



24



27Total costs and operating expenses


79



86



85



91Income from continuing operations


21



14



15



10Interest income, net


6



5



7



6Other income (loss), net










(1
)


Income from continuing operations before income taxes


27



19



21



16Provision for income taxes


5



4



4



1Net income from continuing operations


22
%


15
%


17
%


15
%  19




---



##### Table of Contents



Revenue
  Three Months Ended


Six Months EndedDecember 31,


December 31,


December 31,


December 31,2007


2006


2007


2006(In thousands)Revenue:Product

$
8,873


$
7,607


$
14,660


$
12,723Services


8,178



6,684



15,795



13,329Total

$
17,051


$
14,291


$
30,455


$
26,052     when-and-if-available
    Three Months








Three MonthsEnded








EndedDecember 31,


Increase


December 31,2007


$


%


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

$
4,888


$
1,101



29
%

$
3,787Services


3,126



659



27



2,467Total Asia/Australia

$
8,014


$
1,760



28
%

$
6,254% of total revenue


47
%










44
%Americas:Products

$
920


$
47



5
%

$
873Services


1,593



59



4



1,534Total Americas

$
2,513


$
106



4
%

$
2,407% of total revenue


15
%










17
%Europe:Products

$
3,065


$
118



4
%

$
2,947Services


3,459



776



29



2,683Total Europe

$
6,524


$
894



16
%

$
5,630% of total revenue


38
%










39
%Consolidated:Products

$
8,873


$
1,266



17
%

$
7,607Services


8,178



1,494



22



6,684Total

$
17,051


$
2,760



19
%

$
14,291% of total revenue


100
%










100
%   20




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##### Table of Contents



Six Months








Six MonthsEnded


Increase


EndedDecember 31,


(Decrease)


December 31,2007


$


%


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

$
8,575


$
1,955



30
%

$
6,620Services


6,062



1,053



21



5,009Total Asia/Australia

$
14,637


$
3,008



26
%

$
11,629% of total revenue


48
%










45
%Americas:Products

$
1,591


$
(262
)


(14
)%

$
1,853Services


3,198



91



3



3,107Total Americas

$
4,789


$
(171
)


(3
)%

$
4,960% of total revenue


16
%










19
%Europe:Products

$
4,494


$
244



6
%

$
4,250Services


6,535



1,322



25



5,213Total Europe

$
11,029


$
1,566



17
%

$
9,463% of total revenue


36
%










36
%Consolidated:Products

$
14,660


$
1,937



15
%

$
12,723Services


15,795



2,466



19



13,329Total

$
30,455


$
4,403



17
%

$
26,052% of total revenue


100
%










100
%        21




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##### Table of Contents



Cost
    of Product Revenue
  Three Months





Three MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
378


$
8



2
%

$
370As a percentage of total revenue


2
%










3
%   Six Months





Six MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
775


$
48



7
%

$
727As a percentage of total revenue


3
%










3
%       Cost
    of Services Revenue
  Three Months





Three MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
1,428


$
219



18
%

$
1,209As a percentage of total revenue


8
%










8
%   Six Months





Six MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

2006(In thousands, except for percentage data)Cost of Services Revenue

$
2,656


$
420



19
%

$
2,236As a percentage of total revenue


9
%










9
%      22




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##### Table of Contents



Research
    and Development
  Three Months





Three MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
2,165


$
136



7
%

$
2,029As a percentage of total revenue


13
%










14
%   Six Months





Six MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
4,266


$
390



10
%

$
3,876As a percentage of total revenue


14
%










15
%       Selling
    and Marketing
  Three Months





Three MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
5,996


$
637



12
%

$
5,359As a percentage of total revenue


35
%










37
%   Six Months





Six MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
10,816


$
1,255



13
%

$
9,561As a percentage of total revenue


36
%










37
%      23




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##### Table of Contents



General
    and Administrative
  Three Months





Three MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
3,506


$
175



5
%

$
3,331As a percentage of total revenue


21
%










23
%   Six Months





Six MonthsEnded





EndedDecember 31,

Increase

December 31,2007

$

%

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

$
7,453


$
467



7
%

$
6,986As a percentage of total revenue


24
%










27
%       Interest
    Income, Net
      Other
    Income (loss), Net
      Provision
    for Income Tax
     24




---



##### Table of Contents



three-month six-month
    Valuation
    Allowance
    FASB
    Interpretation No. 48
       25




---



##### Table of Contents



Tax Audit
    Australia
             26




---



##### Table of Contents



Liquidity
    and Capital Resources
  Six Months


Six MonthsEnded


EndedDecember 31,


December 31,2007


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

$
3,052


$
1,640Net cash used in operating activities of discontinued operations


(236
)


(261
)Net cash provided by operating activities

$
2,816


$
1,379Net cash provided by (used in) investing activities of
    continuing operations

$
7,119


$
(4,194
)Net cash used in investing activities of discontinued operations






(153
)Net cash provided by (used in) investing activities

$
7,119


$
(4,347
)Net cash provided (used in) by financing activities

$
960


$
(910
)Total effect of exchange rate changes on cash and cash
    equivalents

$
185


$
370Net increase (decrease) in cash and cash equivalents

$
11,080


$
(3,508
)Cash and cash equivalents, beginning of period

$
59,482


$
52,111Cash and cash equivalents, end of period

$
70,562


$
48,603Marketable securities, end of period

$
11,015


$
12,052Cash, cash equivalents and marketable securities, end of period

$
81,577


$
60,655        27




---



##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Recent
    Accounting Pronouncements
      Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  10-K
 28




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##### Table of Contents



Foreign
    Exchange and Interest Rate Risk
      Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Control Over Financial Reporting
   29




---



##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K, Form 10-K
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    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 Programs(2)October 1 - October 31, 2007


1,240



18.33







November 1 - November 30, 2007














1,000,000December 1 - December 31, 2007(1)














1,000,0001,240











1,000,000     1)
    
    These shares were surrendered to the Company by certain employee
    stockholders in order to satisfy individual tax withholding
    obligations upon vesting of their restricted stock.2)
    
    On November 1, 2007, the Companys Board of Directors
    extended the Companys stock repurchase program to allow
    for the repurchase of up to one million additional shares of its
    outstanding common stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Securities Holders    Name of Director

For

WithheldFrank W. Haydu III


9,496,225



1,341,615    30




---



##### Table of Contents



Item 5.
    Other
    Information    Item 6.
    Exhibits  Exhibits:
  ExhibitNo.10
.1

Amended and Restated Employment Agreement between the Registrant
    and Lori M. Henderson.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)10
.2

Amended and Restated Employment Agreement between the Registrant
    and A. Roland Thomas.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)10
.3

Amended and Restated Employment Agreement between the Registrant
    and Gregory W. Magoon.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)10
.4

Amended and Restated Employment Agreement between the Registrant
    and Kenneth R. Welch.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 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.)     **
    
    Management contract or compensatory plan or arrangement.(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. 31




---



##### Table of Contents



SIGNATURES    Moldflow Corporation
  By
    /s/  A.
    ROLAND THOMAS   President and Chief Executive Officer
  Moldflow Corporation
  By:
    /s/  GREGORY
    W. MAGOON   Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)
   32




---



##### Table of Contents



EXHIBIT INDEX
    ExhibitNo.

Description*10
.1

Amended and Restated Employment Agreement between the Registrant
    and Lori M. Henderson.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)*10
.2

Amended and Restated Employment Agreement between the Registrant
    and A. Roland Thomas.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)*10
.3

Amended and Restated Employment Agreement between the Registrant
    and Gregory W. Magoon.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 2007
    and incorporated by reference thereto.)*10
.4

Amended and Restated Employment Agreement between the Registrant
    and Kenneth R. Welch.** (Previously filed as an exhibit to the
    Companys Current Report on Form 8-K filed November 8, 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.)     *
    
    Incorporated by reference.**
    
    Management contract or compensatory plan or arrangement. 33