<PAGE>
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: APRIL 1, 2000
                       COMMISSION FILE NUMBER: 000-30027

                            ------------------------

                              MOLDFLOW CORPORATION

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      04-3406763
       (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)
</TABLE>

                    91 HARTWELL AVENUE, LEXINGTON, MA 02421
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (781) 674-0085
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                            ------------------------

    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 / / NO /X/

    There were 9,269,547 shares of our common stock, par value $0.01,
outstanding on May 4, 2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                              MOLDFLOW CORPORATION

                                   FORM 10-Q

                      FOR THE QUARTER ENDED APRIL 1, 2000

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE NUMBER
                                                              -----------
<S>                                                           <C>
Part I--FINANCIAL INFORMATION

Item 1. Financial Statements

      Condensed Consolidated Balance Sheets as of April 1,
      2000 and June 30, 1999................................       3

      Condensed Consolidated Statements of Income for the
      three months ended April 1, 2000 and April 3, 1999 and
      for the nine months ended April 1, 2000 and April 3,
      1999..................................................       4

      Condensed Consolidated Statements of Cash Flows for
      the nine months ended April 1, 2000 and April 3,
      1999..................................................       5

      Notes to Condensed Consolidated Financial
      Statements............................................       6

Item 2. Management's Discussion and Analysis of Financial
  Condition and

      Results of Operations.................................      10

Item 3. Quantitative and Qualitative Disclosures About
  Market Risk...............................................      18

Part II--OTHER INFORMATION

Item 1. Legal Proceedings...................................      19

Item 2. Changes in Securities and Use of Proceeds...........      19

Item 4. Submission of Matters to a Vote of Securities
  Holders...................................................      20

Item 6. Exhibits and Reports on Form 8-K....................      21

Signatures..................................................      22

Exhibit Index...............................................      23
</TABLE>

                                       2
<PAGE>
                         PART I--FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
                              MOLDFLOW CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              APRIL 1,   JUNE 30,
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
ASSETS
Current assets
  Cash and cash equivalents.................................  $39,740    $ 1,240
  Accounts receivable, net..................................    5,815      4,444
  Prepaid expenses and other current assets.................    1,424        906
                                                              -------    -------
    Total current assets....................................   46,979      6,590
Fixed assets, net...........................................    2,979      3,110
Investments.................................................    4,330         67
Other assets................................................      297        480
                                                              -------    -------
  Total assets..............................................  $54,585    $10,247
                                                              =======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current debt obligations..................................  $ 1,344    $ 1,023
  Accounts payable..........................................    1,775      1,422
  Accrued expenses..........................................    4,735      2,835
  Deferred revenue..........................................    4,022      3,418
                                                              -------    -------
    Total current liabilities...............................   11,876      8,698
Other long-term liabilities.................................       40        279
                                                              -------    -------
    Total liabilities.......................................   11,916      8,977
                                                              -------    -------
Stockholders' equity:
  Convertible preferred stock...............................       --     12,366
  Common stock..............................................       91          6
  Additional paid-in capital................................   47,026          5
  Accumulated deficit.......................................   (9,130)   (11,713)
  Accumulated other comprehensive income....................    4,682        606
                                                              -------    -------
    Total stockholders' equity..............................   42,669      1,270
                                                              -------    -------
    Total liabilities and stockholders' equity..............  $54,585    $10,247
                                                              =======    =======
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       3
<PAGE>
                              MOLDFLOW CORPORATION

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED         NINE MONTHS ENDED
                                                          ----------------------      -------------------
                                                          APRIL 1,      APRIL 3,      APRIL 1,   APRIL 3,
                                                            2000          1999          2000       1999
                                                          --------      --------      --------   --------
<S>                                                       <C>           <C>           <C>        <C>
Revenue:
  Software licenses.....................................   $4,594        $3,555       $11,245    $ 8,830
  Services..............................................    2,489         1,845         7,342      5,814
                                                           ------        ------       -------    -------
    Total revenue.......................................    7,083         5,400        18,587     14,644
                                                           ------        ------       -------    -------
Costs and expenses:
  Cost of software licenses revenue.....................      163           116           485        284
  Cost of services revenue..............................      233           363           724        968
  Research and development..............................      939         1,031         2,648      2,785
  Selling and marketing.................................    3,363         2,526         9,174      7,141
  General and administrative............................    1,244         1,065         3,521      2,800
  Litigation............................................      255           150           785        150
                                                           ------        ------       -------    -------
    Total operating expenses............................    6,197         5,251        17,337     14,128
                                                           ------        ------       -------    -------

Income from operations..................................      886           149         1,250        516
Interest income (expense), net..........................      (16)            8           (54)       (77)
Other income (loss), net................................    1,703           (19)        1,638        (41)
                                                           ------        ------       -------    -------
    Income before income taxes..........................    2,573           138         2,834        398
Provision for income taxes..............................      423            62           251        119
                                                           ------        ------       -------    -------
    Net income..........................................   $2,150        $   76       $ 2,583    $   279
                                                           ======        ======       =======    =======

Net income per common share:
    Basic...............................................   $ 2.69        $ 0.25       $  5.06    $  1.13
    Diluted.............................................   $ 0.33        $ 0.01       $  0.40    $  0.05
Shares used in computing net income per common share:
    Basic...............................................      800           304           510        246
    Diluted.............................................    6,532         6,173         6,383      5,992
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       4
<PAGE>
                              MOLDFLOW CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED
                                                              -------------------
                                                              APRIL 1,   APRIL 3,
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income................................................  $ 2,583    $   279
  Adjustments to reconcile to net cash provided by (used in)
    operating activities:
    Gain on sale of long term investment....................   (1,744)        --
    Loss on disposal of fixed assets........................       40         18
    Depreciation and amortization...........................      567        672
    Provision for doubtful accounts.........................       13         18
    Foreign exchange losses.................................       42        141
    Changes in assets and liabilities:
      Accounts receivable...................................   (1,452)      (738)
      Prepaid expenses, other current assets and
        inventories.........................................     (567)       211
      Accounts payable......................................      411        186
      Accrued expenses......................................    1,769     (1,229)
      Deferred revenue......................................      607        383
      Other assets..........................................     (241)      (131)
                                                              -------    -------
        Net cash provided by (used in) operating
          activities........................................    2,028       (190)
                                                              -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets.................................     (519)      (818)
  Proceeds from sale of long term investment................    1,779         --
  Proceeds from fixed asset disposals.......................        4          9
                                                              -------    -------
        Net cash provided by (used in) investing
          activities........................................    1,264       (809)
                                                              -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings on bank notes payable..........................    1,450        605
  Payments on bank notes payable............................   (1,010)      (109)
  Payments on capital lease obligations.....................     (117)      (174)
  Proceeds from issuance of common stock....................   34,729          1
                                                              -------    -------
        Net cash provided by financing activities...........   35,052        323
                                                              -------    -------
Effect of exchange rate changes on cash and cash
  equivalents...............................................      156         26
                                                              -------    -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........   38,500       (650)
Cash and cash equivalents, beginning of period..............    1,240      1,700
                                                              -------    -------
Cash and cash equivalents, end of period....................  $39,740    $ 1,050
                                                              =======    =======
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       5
<PAGE>
                              MOLDFLOW CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND NATURE OF BUSINESS

    Moldflow Corporation ("Moldflow" or the "Company") was incorporated in
Delaware, USA in January 1997 as the successor corporation to Moldflow
International Pty. Ltd., an Australian corporation. The Company was formed to
design, develop, manufacture and market computer software applications for the
design, engineering and manufacture of injection molded plastic parts and, as
such, revenues are derived from the plastic design and manufacturing industry.
The Company sells its products primarily to customers in the United States,
Europe, Asia and Australia.

    The accompanying unaudited consolidated financial statements include the
accounts of Moldflow Corporation and its wholly owned subsidiaries. The
consolidated financial statements have been prepared by the Company in
accordance with the rules and regulations of the Securities and Exchange
Commission regarding interim financial reporting. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended June 30, 1999 included in the Company's Registration
Statement on Form S-1, as amended (File No. 333-95289). The June 30, 1999
consolidated balance sheet was derived from the Company's audited consolidated
financial statements. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting only of
those of a normal recurring nature, necessary for a fair presentation of results
for the interim periods presented. The results of operations for the three and
nine month periods ended April 1, 2000 are not necessarily indicative of the
results to be expected for any future period or the full fiscal year.

    The Company's fiscal year end is June 30. During the fiscal year, the
Company follows a schedule in which each interim quarterly period ends on the
Saturday of the thirteenth full week of the reporting period.

2. NET INCOME PER COMMON SHARE

    The Company computes net income per common share in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
("SFAS 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the
provisions of SFAS 128 and SAB 98, basic earnings per common share is computed
by dividing net income available to common stockholders by the weighted-average
number of common shares outstanding. Diluted earnings per common share is
computed by dividing net income by the weighted-average number of common shares
outstanding and, when dilutive, all potential common equivalent shares
outstanding including convertible preferred stock, restricted stock, options and
warrants. The dilutive effect of options and warrants to purchase common stock
is determined under the treasury stock method using the average fair value of
common stock for the period. The following table presents the calculation for
both basic and diluted net income per common share:

                                       6
<PAGE>
                              MOLDFLOW CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. NET INCOME PER COMMON SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS           NINE MONTHS
                                                                     ENDED                 ENDED
                                                              -------------------   -------------------
                                                              APRIL 1,   APRIL 3,   APRIL 1,   APRIL 3,
                                                                2000       1999       2000       1999
                                                              --------   --------   --------   --------
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>
Net income..................................................   $2,150     $   76     $2,583     $  279
                                                               ======     ======     ======     ======
Weighted average shares used in computing net income per
  common share-basic........................................      800        304        510        246
                                                               ------     ------     ------     ------
Effect of dilutive securities:
  Restricted stock..........................................      145        247        175        213
  Stock options and warrants................................      343        133        291         93
  Convertible preferred stock...............................    5,244      5,489      5,407      5,440
                                                               ------     ------     ------     ------
    Dilutive potential common shares........................    5,732      5,869      5,873      5,746
                                                               ------     ------     ------     ------
Weighted average shares used in computing net income per
  common share-diluted......................................    6,532      6,173      6,383      5,992
                                                               ======     ======     ======     ======

Net income per common share-basic...........................   $ 2.69     $ 0.25     $ 5.06     $ 1.13
Net income per common share-diluted.........................   $ 0.33     $ 0.01     $ 0.40     $ 0.05
</TABLE>

3. CAPITAL STOCK

    The Board of Directors and stockholders approved a 2.4-to-1 reverse stock
split of the Company's common stock which became effective on March 23, 2000.
All share and per share information in the accompanying consolidated financial
statements has been retroactively restated to reflect this reverse stock split.

    During the quarter, the Moldflow Corporation 2000 Stock Option and Incentive
Plan and the Moldflow Corporation Employee Stock Purchase Plan were approved by
the Board of Directors and stockholders. Under these plans, the Company may
grant up to 2,000,000 shares of common stock and 500,000 shares of common stock,
respectively.

    On March 27, 2000, all outstanding shares of convertible preferred stock
automatically converted to shares of common stock.

    On March 31, 2000, the Company completed an initial public offering of
common stock, which resulted in the issuance of 3,000,000 shares of common
stock. Proceeds to the Company, net of underwriting discount and costs of the
offering, were $34.7 million. Additionally, on March 31, 2000, the authorized
capital stock of the Company was increased to 60,000,000 shares of common stock
and 5,000,000 shares of preferred stock, each with a par value of $0.01 per
share.

4. INVESTMENTS

    In January 2000, the Company sold a portion of its minority investment in an
Indian software company, as a selling shareholder in that company's initial
public offering of common stock in India. This sale resulted in a realized gain
to the Company of $1.7 million, which was recorded as other income. At April 1,
2000, the Company's remaining investment has been categorized as long-term

                                       7
<PAGE>
                              MOLDFLOW CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. INVESTMENTS (CONTINUED)
available-for-sale securities, as defined by SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Accordingly, the investment
is carried at fair market value, with unrealized holding gains recorded as a
component of other comprehensive income in stockholders' equity.

5. COMPREHENSIVE INCOME

    As required, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income" on July 1, 1998. Under SFAS No. 130, the Company is required to display
comprehensive income and its components as part of the Company's full set of
financial statements. The measurement and presentation of net income did not
change. Comprehensive income is comprised of net income and other comprehensive
income. Other comprehensive income includes certain changes in equity that are
excluded from net income, such as cumulative foreign currency translation
adjustments. Other comprehensive income for the three and nine month periods
ended April 1, 2000 includes an unrealized holding gain on the Company's
minority investment in an Indian software company. It is management's opinion
that this unrealized gain is subject to a number of risks, including the risk
that there may not be an active trading market for the remaining shares,
currency fluctuation, foreign exchange controls imposed by foreign governments,
and other potential risks that may cause this gain to never be fully realized.
The following table presents the calculation of comprehensive income:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS           NINE MONTHS
                                                                     ENDED                 ENDED
                                                              -------------------   -------------------
                                                              APRIL 1,   APRIL 3,   APRIL 1,   APRIL 3,
                                                                2000       1999       2000       1999
                                                              --------   --------   --------   --------
                                                                           (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>        <C>
Net income..................................................   $2,150     $   76     $2,583     $  279

Other comprehensive income (loss):
  Unrealized holding gain on investment.....................    4,298         --      4,298         --
  Foreign currency translation adjustment...................     (257)       205       (222)      (139)
                                                               ------     ------     ------     ------

  Other comprehensive income (loss).........................    4,041        205      4,076       (139)

Comprehensive income........................................   $6,191     $  281     $6,659     $  140
                                                               ======     ======     ======     ======
</TABLE>

                                       8
<PAGE>
                              MOLDFLOW CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. SEGMENT AND GEOGRAPHIC INFORMATION

    The following table presents the Company's revenues and net fixed assets by
geographic segment:

<TABLE>
<CAPTION>
                                                               THREE MONTHS           NINE MONTHS
                                                                   ENDED                 ENDED
                                                            -------------------   -------------------
                                                            APRIL 1,   APRIL 3,   APRIL 1,   APRIL 3,
                                                              2000       1999       2000       1999
                                                            --------   --------   --------   --------
                                                                         (IN THOUSANDS)
<S>                                                         <C>        <C>        <C>        <C>
REVENUE FROM UNAFFILIATED CUSTOMERS:
  Asia/Australia
    Software licenses.....................................   $1,814     $1,014    $ 3,685    $ 1,903
    Services..............................................      704        450      2,021      1,338
                                                             ------     ------    -------    -------
      Total Asia/Australia................................    2,518      1,464      5,706      3,241
                                                             ------     ------    -------    -------
  USA
    Software licenses.....................................      877      1,064      2,917      2,816
    Services..............................................      880        693      2,525      2,313
                                                             ------     ------    -------    -------
      Total USA...........................................    1,757      1,757      5,442      5,129
                                                             ------     ------    -------    -------
  Europe
    Software licenses.....................................    1,903      1,478      4,643      4,111
    Services..............................................      905        701      2,796      2,163
                                                             ------     ------    -------    -------
      Total Europe........................................    2,808      2,179      7,439      6,274
                                                             ------     ------    -------    -------
  Consolidated
    Software licenses.....................................    4,594      3,556     11,245      8,830
    Services..............................................    2,489      1,844      7,342      5,814
                                                             ------     ------    -------    -------
      Total Consolidated..................................   $7,083     $5,400    $18,587    $14,644
                                                             ======     ======    =======    =======

FIXED ASSETS, NET (AS OF PERIOD END):
  Asia/Australia..........................................   $2,322     $2,236    $ 2,322    $ 2,236
  USA.....................................................      318        404        318        404
  Europe..................................................      339        386        339        386
                                                             ------     ------    -------    -------
      Total Consolidated..................................   $2,979     $3,026    $ 2,979    $ 3,026
                                                             ======     ======    =======    =======
</TABLE>

7. SUBSEQUENT EVENTS

    On April 13, 2000, the Company completed the acquisition of Advanced CAE
Technology, Inc., which does business as "C-Mold." The purchase price, including
transaction costs, was $11.2 million in cash.

    On April 13, 2000, the underwriters of the Company's initial public offering
exercised their option to purchase an additional 450,000 shares of common stock,
of which 181,656 shares were issued by the Company. The proceeds to the Company,
net of underwriting discount, were $2.2 million.

                                       9
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FORWARD-LOOKING STATEMENTS

    This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
21E of the Securities Exchange Act of 1934, as amended. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words. You should
read statements that contain these words carefully because they discuss our
future expectations, contain projections of our future results of operations or
of our financial condition, or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Investors are cautioned that all forward-looking statements involve risks and
uncertainties, and actual results may differ materially from those discussed as
a result of various factors, including those factors described in "Important
Factors That May Affect Future Results" beginning on page 16 and the factors
discussed under the caption "Risk Factors" in our final prospectus dated
March 27, 2000, as filed with the Securities and Exchange Commission. Readers
should not place undue reliance on our forward-looking statements, and the
Company assumes no obligation to update any forward-looking statements.

BUSINESS OVERVIEW

    Our primary business is the development, sale and support of software
applications for the plastics industry, and more specifically, for the design
and manufacture of plastic injection molded parts. Our products allow a product
designer or engineer to simulate the manufacture of a plastic part to determine
and maintain the optimal part design and manufacturing conditions throughout the
manufacturing process.

    We develop software products internally and through cooperative research
relationships with a number of public and private educational and research
organizations around the world. Prior to June 1997, our products consisted
solely of our Moldflow Plastics Insight (MPI) series for in-depth mold design.
Since then, we have introduced two new product lines. Our Moldflow Plastics
Adviser (MPA) Series for part design and high-level mold design was introduced
in fiscal 1997 and our Moldflow Plastics Xpert (MPX) Series for production
set-up and production monitoring was introduced in fiscal 1999. We have also
introduced additional modules of our MPI product series since June 1997.

    We sell our products and services internationally through our direct sales
operations in twelve countries. In addition, we sell through a network of
distributors and value-added resellers, and through distribution arrangements
with developers of other design software products.

    We generate revenue from two principal sources:

    - license fees for our packaged software products, and

    - services revenue derived from maintenance and support services related to
      our software products, consulting, training and material testing.

    In February 2000, the Company signed a definitive agreement to acquire
Advanced CAE Technologies, Inc., which does business as "C-Mold", for
$11.0 million in cash. The acquisition, which will be accounted for using the
purchase method of accounting, was completed on April 13, 2000.

                                       10
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth statement of operations data for the periods
indicated as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS           NINE MONTHS
                                                                     ENDED                 ENDED
                                                              -------------------   -------------------
                                                              APRIL 1,   APRIL 3,   APRIL 1,   APRIL 3,
                                                                2000       1999       2000       1999
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
Revenue:
  Software licenses.........................................    64.9%      65.8%      60.5%      60.3%
  Services..................................................    35.1       34.2       39.5       39.7
                                                               -----      -----      -----      -----
    Total revenue...........................................   100.0      100.0      100.0      100.0
                                                               -----      -----      -----      -----
Costs and expenses:
  Cost of software licenses revenue.........................     2.3        2.1        2.6        1.9
  Cost of services revenue..................................     3.3        6.7        3.9        6.6
  Research and development..................................    13.3       19.1       14.2       19.0
  Selling and marketing.....................................    47.5       46.8       49.4       48.8
  General and administrative................................    17.6       19.7       18.9       19.1
  Litigation................................................     3.6        2.8        4.2        1.0
                                                               -----      -----      -----      -----
    Total operating expenses................................    87.6       97.2       93.2       96.4
                                                               -----      -----      -----      -----
Income from operations......................................    12.4        2.8        6.8        3.6

Interest income (expense), net..............................    (0.2)       0.1       (0.3)      (0.5)
Other income (loss), net....................................    24.2       (0.4)       8.8       (0.4)
                                                               -----      -----      -----      -----
    Income before income taxes..............................    36.4        2.5       15.3        2.7
Provision for income taxes..................................     6.0        1.1        1.4        0.8
                                                               -----      -----      -----      -----
    Net income..............................................    30.4%       1.4%      13.9%       1.9%
                                                               =====      =====      =====      =====
</TABLE>

THREE MONTHS ENDED APRIL 1, 2000 COMPARED TO THREE MONTHS ENDED APRIL 3, 1999

    REVENUE.  Total revenue increased by 31%, or $1.7 million, to $7.1 million
for the three months ended April 1, 2000, from $5.4 million for the three months
ended April 3, 1999. In the same period, software licenses revenue increased by
29%, or $1.0 million, to $4.6 million. The increase in software licenses revenue
was primarily attributable to an increase in the number of our direct sales
force and increased levels of customer demand, particularly in Japan and Korea.
Revenue from software licenses accounted for 65% of total revenue during the
three-month period ended April 1, 2000, compared to 66% during the three-month
period ended April 3, 1999. Services revenue increased by 35%, or $644,000, to
$2.5 million for the three months ended April 1, 2000 from $1.8 million for the
three-month period ended April 3, 1999. This increase was due primarily to an
increase in the amount of revenue derived from maintenance and support contracts
resulting from the growth in our software licenses revenue and our
installed-user base in 1999 and the current fiscal year. No customer accounted
for more than 10% of the total revenue during the three-month periods ended
April 1, 2000 and April 3, 1999.

    COST OF REVENUE.  The cost of software licenses revenue increased 41%, or
$47,000, to $163,000 for the three months ended April 1, 2000 from $116,000 for
the three months ended April 3, 1999. This increase was primarily attributable
to increased personnel costs. The cost of services revenue decreased 36%, or
$130,000 from $363,000 for the three months ended April 3, 1999 to $233,000 for
the three months ended April 1, 2000. This decrease resulted from the continued
redirection of field technical

                                       11
<PAGE>
personnel from largely passive roles of customer hotline and maintenance
services to active field roles in pre-sales and customer retention programs,
which costs are included in selling and marketing.

    RESEARCH AND DEVELOPMENT.  Research and development expenses decreased 9%,
or $92,000, to $939,000 for the three months ended April 1, 2000 from
$1.0 million for the three months ended April 3, 1999. This decrease was
attributable to lower costs incurred for development tools and travel expenses.

    SELLING AND MARKETING.  Selling and marketing expenses increased 33%, or
$837,000, to $3.4 million for the three months ended April 1, 2000 from
$2.5 million for the three months ended April 3, 1999. This growth was due
principally to the continued redirection of field technical personnel to
pre-sales support roles. To a lesser extent, the increase was due to an increase
in the number of the direct sales force, an increase in sales commissions and an
increase in spending for promotional activities.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses increased
17%, or $179,000, to $1.2 million for the three months ended April 1, 2000 from
$1.1 million for the three months ended April 3, 1999. This resulted from the
additional accounting and stockholder communication costs incurred as a result
of our becoming a public company. To a lesser extent, this increase was due to
increased management compensation expenses related to operating performance.

    LITIGATION.  Litigation expenses increased 70%, or $105,000, to $255,000 for
the three months ended April 1, 2000 from $150,000 for the three months ended
April 3, 1999. These litigation expenses consisted of legal costs incurred to
pursue our claims regarding theft of our trade secrets and to defend against
counterclaims. The litigation was suspended during the period, and upon the
closing of our acquisition of C-Mold, all related claims were dismissed. As a
result, we anticipate no further significant litigation costs to be incurred in
connection with this action.

    INTEREST INCOME (EXPENSE), NET.  Interest income (expense), net decreased
300%, or $24,000, to a net expense of $16,000 in the three months ended
April 1, 2000 from net income of $8,000 for the three months ended April 3,
1999. In 1999, the Company had been receiving interest payments on restricted
cash balances.

    OTHER INCOME (LOSS), NET.  Other income (loss), net increased $1.7 million,
to $1.7 million in the three months ended April 1, 2000 from a loss of $19,000
for the three months ended April 3, 1999. This increase was due to a realized
gain on the sale of a portion of our minority investment in a software company
in connection with that company's initial public offering in India in
March 2000.

    PROVISION FOR INCOME TAXES.  The provision for income taxes increased 582%,
or $361,000, to $423,000 in the three months ended April 1, 2000 from $62,000
for the three months ended April 3, 1999. This increase was due primarily to the
tax impact from the gain realized on the sale of an investment noted above.

NINE MONTHS ENDED APRIL 1, 2000 COMPARED TO NINE MONTHS ENDED APRIL 3, 1999

    REVENUE.  Total revenue increased by 27%, or $3.9 million, to $18.6 million
for the nine months ended April 1, 2000, from $14.6 million for the nine months
ended April 3, 1999. In the same period, software licenses revenue increased by
27%, or $2.4 million, to $11.2 million. The increase in software licenses
revenue was primarily attributable to an increase in sales, resulting from an
increase in the number of our direct sales force and to an increase in customer
demand, resulting in part, from the improvement in the economic conditions in
Asia. Revenue from software licenses accounted for 60% of total revenue during
the nine-month period ended April 1, 2000. This is relatively unchanged compared
to the corresponding period ended April 3, 1999. Services revenue increased by
26%, or $1.5 million, to $7.3 million for the nine months ended April 1, 2000
from $5.8 million for the nine-month period ended April 3, 1999. This increase
was due primarily to an increase in the amount of revenue derived

                                       12
<PAGE>
from maintenance and support contracts resulting from the growth in our software
licenses revenue and our installed-user base in 1999 and the current fiscal
year. No customer accounted for 10% or more of the total revenue during the
nine-month period ended April 1, 2000 and one customer accounted for 10% of
total revenue during the nine-month period ended April 3, 1999.

    COST OF REVENUE.  The cost of software licenses revenue increased 71%, or
$201,000, to $485,000 for the nine months ended April 1, 2000 from $284,000 for
the nine months ended April 3, 1999. This increase was primarily attributable to
increased personnel costs. The cost of services revenue decreased 25%, or
$244,000 from $968,000 for the nine months ended April 3, 1999 to $724,000 for
the nine months ended April 1, 2000. This decrease resulted from the strategic
redirection of field technical personnel from largely passive roles of customer
hotline and maintenance services to active field roles in pre-sales and customer
retention programs, which costs are included in selling and marketing.

    RESEARCH AND DEVELOPMENT.  Research and development expenses decreased 5%,
or $137,000, to $2.6 million for the nine months ended April 1, 2000 from
$2.8 million for the nine months ended April 3, 1999. This decrease was
attributable to lower costs incurred for development tools, research
sponsorships and travel expenses.

    SELLING AND MARKETING.  Selling and marketing expenses increased 28%, or
$2.1 million, to $9.2 million for the nine months ended April 1, 2000 from
$7.1 million for the nine months ended April 3, 1999. This growth was due
principally to the continued redirection of field technical personnel to
pre-sales support roles. To a lesser extent, the increase was due to an increase
in the number of the direct sales force and an increase in spending for
promotional activities in connection with the rollout of new products.

    GENERAL AND ADMINISTRATIVE.  General and administrative expenses increased
26%, or $721,000, to $3.5 million for the nine months ended April 1, 2000 from
$2.8 million for the three months ended April 3, 1999. This resulted from the
cost of additional finance and administrative personnel hired in the second half
of fiscal 1999. To a lesser extent, this increase was due to additional
accounting and stockholder communication costs incurred as a result of our
becoming a public company and increased management compensation expenses related
to operating performance.

    LITIGATION.  Litigation expenses increased 423%, or $635,000, to $785,000
for the nine months ended April 1, 2000 from $150,000 for the nine months ended
April 3, 1999. These litigation expenses consisted of legal costs incurred to
pursue our claims regarding theft of our trade secrets and to defend against
counterclaims. The litigation was suspended during the period, and upon the
closing of our acquisition of C-Mold, all related claims were dismissed. As a
result, we anticipate no further significant litigation costs to be incurred in
connection with this action.

    INTEREST INCOME (EXPENSE), NET.  Interest income (expense), net decreased
30%, or $23,000, to a net expense of $54,000 in the nine months ended April 1,
2000 from a net expense of $77,000 for the nine months ended April 3, 1999. This
was due primarily to a decrease in interest expense resulting from the reduction
in the amount of outstanding borrowings under our domestic and foreign revolving
credit lines.

    OTHER INCOME (LOSS), NET.  Other income (loss), net increased $1.7 million,
to income of $1.6 million in the nine months ended April 1, 2000 from a loss of
$41,000 for the nine months ended April 3, 1999. This increase was due to a gain
realized on the sale of a portion of our minority investment in a software
company in connection with that company's initial public offering in India.

    PROVISION FOR INCOME TAXES.  The provision for income taxes increased 111%,
or $132,000, to $251,000 in the nine months ended April 1, 2000 from $119,000
for the nine months ended April 3, 1999. This increase was due primarily to the
tax impact from the gain realized on the sale of our

                                       13
<PAGE>
investment, net of the impact of a tax rebate of prior tax withholdings received
during the nine-month period ended April 1, 2000.

LIQUIDITY AND CAPITAL RESOURCES

    We have historically financed our operations and met our capital expenditure
requirements primarily through sales of our capital stock, stockholder loans,
funds generated from operations and borrowings from lending institutions. In
March 2000, we completed our initial public offering of common stock. As of
April 1, 2000, our primary sources of liquidity consisted of our total cash and
cash equivalents balance of $39.7 million and available borrowings of $713,000
under our $3.3 million domestic and foreign revolving lines of credit, which are
secured by substantially all of our assets. As of April 1, 2000, the balance
outstanding on our lines of credit was $1.3 million. This balance was repaid in
April 2000. Borrowings under our lines of credit are subject to a borrowing base
of 80% of eligible domestic accounts receivable, 30% of eligible foreign
accounts receivable, and 90% of a standby letter of credit issued by an
Australian bank. The assets of our Australian subsidiary secure the standby
letter of credit. Interest on these lines of credit is payable monthly at rates
of prime plus 1.25% and prime plus 1.5% for the domestic and foreign lines,
respectively. The standby letter of credit is subject to a fee of 0.5% per
annum.

    Net cash provided by operating activities was $2.0 million for the nine
months ended April 1, 2000. During the corresponding period ended April 3, 1999,
net cash of $190,000 was used in operating activities. Cash was provided by
operations in 2000 through increases in net income, deferred maintenance and
support contract revenues, accounts payable, and accrued expenses, offset by an
increase in accounts receivable, and by non-cash depreciation and amortization
charges included in net income. Cash was used in operations in 1999 through
reductions in accrued expenses and increases in accounts receivable.

    Net cash provided by investing activities was $1.3 million for the
nine-month period ended April 1, 2000 and net cash used in investing activities
was $809,000 for the nine-month period April 3, 1999. Net cash provided by
investing activities reflects primarily the proceeds from the sale of our
minority investment in an Indian software company of $1.7 million. The Company's
remaining investment has been categorized as long-term available-for-sale
securities. Accordingly, the investment is carried at fair market value, with
unrealized holding gains recorded as a component of our other comprehensive
income in stockholders' equity. It is management's opinion that this unrealized
gain is subject to a number of risks that may cause this gain to never be fully
realized. Net cash used for investing activities reflects amounts used for
purchases of property and equipment, primarily for computers, networking and
materials laboratory test equipment to support our global product development
activities, and to enable data communications among our worldwide development,
sales, customer support and administrative organizations.

    Net cash provided by financing activities was $35.1 million and $323,000 for
the nine-month periods ended April 1, 2000 and April 3, 1999, respectively. Net
cash provided by financing activities reflects primarily the cash generated by
the initial public offering of our common stock in March 2000, which provided
$34.7 million in net proceeds to the Company, and borrowings from lending
institutions, net of the repayment of debt obligations. In addition, during
April 2000, the underwriters of the Company's initial public offering exercised
their option to purchase an additional 450,000 shares, of which 181,656 shares
were issued by the Company. The proceeds received by the Company, net of
underwriting discount, were $2.2 million.

    We believe that our current cash, cash equivalents, and available lines of
credit will be sufficient to meet our anticipated cash needs for working capital
and capital expenditures for at least the next 12 months following the date of
this Quarterly Report. On a long-term basis or to complete acquisitions in the
short term, we may require additional external financing through credit
facilities,

                                       14
<PAGE>
sales of additional equity or other financing vehicles. There can be no
assurance that such financing can be obtained on favorable terms, if at all.

YEAR 2000 ISSUES

    As of April 1, 2000, we are unaware of any problems that have arisen with
respect to year 2000 issues in our current products, our internal computer
systems or in the computer systems of our vendors. Prior to January 1, 2000, we
conducted a comprehensive review of the potential impact that the change in the
date to the year 2000 would have on our current products and computer systems.
Based on this review, we determined that all of our current products and major
computer systems are able to recognize and appropriately process dates
commencing in the year 2000. Our historical costs to assess our year 2000
readiness have not been significant. The majority of the costs required to
complete our year 2000 compliance process were incurred as part of our normal
capital asset acquisition program, and would have been incurred without
consideration of year 2000 issues. We are not currently able to estimate the
final aggregate cost of addressing the year 2000 issue, because funds may be
required as a result of future findings. However, given the lack of any problems
related to the year 2000 since the year change, we do not anticipate that we
will experience any material problems related to the year 2000 in the future. As
a result, we do not expect costs associated with these problems to have an
adverse effect on our business and financial results.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133").
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives), and for hedging activities.
SFAS 133, as amended by SFAS 137, is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000, with earlier application encouraged.
We do not currently use derivative instruments and, therefore, we have not yet
determined the impact that the adoption of SFAS 133 will have on our financial
position or results of operations if we use these instruments.

    In December 1998, the American Institute of Certified Public Accountants
issued Statement of Position No. 98-9, "Modification of SOP No. 97-2, Software
Revenue Recognition, with Respect to Certain Transaction" ("SOP 98-9"). SOP 98-9
amends SOP 97-2 to require recognition of revenue using the "residual method" in
circumstances outlined in SOP 98-9. Under the residual method, revenue is
recognized as follows: (1) the total fair value of undelivered elements, as
indicated by vendor specific objective evidence, is deferred and subsequently
recognized in accordance with the relevant sections of SOP 97-2 and (2) the
difference between the total arrangement fee and the amount deferred for the
undelivered elements is recognized as revenue related to the delivered elements.
The Company has adopted SOP 98-9 and it has not had a significant impact on our
results of operations or financial position.

    In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN No. 44"), "Accounting for Certain Transactions
involving Stock Compensation--an interpretation of APB Opinion No. 25." FIN
No. 44 clarifies the application of APB Opinion No. 25 and among other issues
clarifies the following: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for determining whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of previously fixed stock options or awards; and the accounting for an
exchange of stock compensation awards in a business combination. FIN No. 44 is
effective July 1, 2000, but certain conclusions in FIN No. 44 cover specific
events that occurred after either December 15, 1998 or January 12, 2000. The
Company does not expect the application of FIN No. 44 to have a material impact
on the Company's financial position or results of operations.

                                       15
<PAGE>
EUROPEAN UNION CURRENCY CONVERSION

    On January 1, 1999, eleven member nations of the European Economic and
Monetary Union began using a common currency, the Euro. For a three-year
transition period ending June 30, 2002, both the Euro and each of the currencies
for such member countries will remain in circulation. After June 30, 2002, the
Euro will be the sole legal tender for those countries. The adoption of the Euro
will affect many financial systems and business applications as the commerce of
those countries may be transacted both in the Euro and the existing national
currency during the transition period. Significant portions of our revenue have
been historically generated in Europe. Of the eleven countries currently using
the Euro, we have subsidiary operations in Belgium, France, Germany, Italy and
the Netherlands. We have assessed the potential impact of the Euro conversion in
a number of areas, particularly on our pricing and other marketing strategies.
Although we do not currently expect that the conversion, either during or after
the transition period, will have an adverse effect on our operations or
financial condition, the conversion has only recently been implemented and there
can be no assurance that it will not have some unexpected adverse impact.

IMPACT OF INFLATION

    We believe that our revenue and results of operations have not been
significantly impacted by inflation during the past three fiscal years.

IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS

IF WE EXPERIENCE DELAYS IN INTRODUCING NEW PRODUCTS OR IF OUR EXISTING OR NEW
PRODUCTS DO NOT ACHIEVE MARKET ACCEPTANCE, WE MAY LOSE REVENUE.

    Our industry is characterized by rapid technological advances, evolving
industry standards, changes in end-user requirements, intense competition,
technically complex products, frequent new product introductions, and evolving
offerings by product manufacturers.

    We believe our future success will depend, in part, on our ability to
anticipate or adapt to these factors and to offer on a timely basis products
that meet customer demands. For example, the introduction of new products and
services embodying new technologies and the emergence of new industry standards
can render our existing products obsolete. The development of new or enhanced
products is a complex and uncertain process requiring the anticipation of
technological and market trends. We may experience design, manufacturing,
marketing and other difficulties that could delay or prevent our development,
introduction or marketing of new products and enhancements and result in
unexpected expenses.

    Our growth and profitability also will depend upon our ability to expand the
use and market penetration of our existing product lines as well as new products
we introduce. Market acceptance of our products will depend in part on our
ability to demonstrate the cost-effectiveness, ease of use and technological
advantages of our products over competing products.

WE MAY EXPERIENCE DIFFICULTY ACHIEVING SALES TARGETS, MAKING TIMELY PRODUCT
RELEASES OR OTHERWISE OPERATING OUR BUSINESS IF WE ARE UNABLE TO ATTRACT OR
RETAIN KEY PERSONNEL.

    In order to grow our business, we will have to hire additional employees in
various countries. Our future success, therefore, will depend, in part, on
attracting and retaining additional qualified management, marketing and
technical personnel. We do not know whether we will be successful in hiring or
retaining qualified personnel. Competition for personnel throughout the software
industry is intense.

IF WE BECOME SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WE COULD
INCUR SIGNIFICANT EXPENSES AND WE COULD BE PREVENTED FROM OFFERING SPECIFIC
PRODUCTS OR SERVICES.

                                       16
<PAGE>
    Our products include proprietary intellectual property. We may become
subject to claims that we infringe on the proprietary rights of others. In the
United States, a significant number of software and business method patents have
been issued over the past decade and the holders of these patents have been
actively seeking out potential infringers. If any element of our products or
services violates third-party proprietary rights, we might not be able to obtain
licenses on commercially reasonable terms to continue offering our products or
services without substantial re-engineering and any effort to undertake such
re-engineering might not be successful. In addition, any claim of infringement
could cause us to incur substantial costs defending against the claim, even if
the claim is invalid, and could distract our management from our business. Any
judgment against us could require us to pay substantial damages and could also
include an injunction or other court order that could prevent us from offering
our products and services.

OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY
INTERNATIONAL BUSINESS RISKS.

    The majority of our employees, including sales, support and research and
development personnel, are located outside of the United States. In addition, a
majority of our sales come from outside the United States. Conducting business
outside of the United States is subject to numerous risks, including:

    - decreased liquidity resulting from longer accounts receivable collection
      cycles typical of foreign countries,

    - decreased revenue on foreign sales resulting from possible foreign
      currency exchange and conversion issues,

    - lower productivity resulting from difficulties managing our sales, support
      and research and development operations across many countries,

    - lost revenue resulting from difficulties associated with enforcing
      agreements and collecting receivables through foreign legal systems,

    - lost revenue resulting from the imposition by foreign governments of trade
      protection measures, and

    - higher cost of sales resulting from import or export licensing
      requirements.

OUR ACQUISITION OF C-MOLD MAY RESULT IN LOST REVENUE CAUSED BY BUSINESS
DISRUPTIONS AND MISSED OPPORTUNITIES CAUSED BY THE DISTRACTION OF OUR
MANAGEMENT.

    On April 13, 2000, we acquired Advanced CAE Technology, Inc., a software
company doing business as C-Mold, for a total purchase price of $11.2 million
dollars. The value of C-Mold may be less than the purchase price. If we are
unable to effectively integrate C-Mold's products, personnel and systems, our
business and operating results will likely suffer. We expect this integration to
place a significant burden on our management team. Further, we cannot guarantee
that we will realize any of the benefits or strategic objectives we are seeking
to obtain by acquiring C-Mold. In connection with accounting for the acquisition
of C-Mold, we will record a significant amount of goodwill and other intangible
assets, the amortization of which will adversely affect our results of
operations in future periods.

WE HAVE MORE LIMITED FINANCIAL AND OTHER RESOURCES THAN MANY OF OUR COMPETITORS
AND POTENTIAL COMPETITORS AND MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST
THEM.

    We operate in a highly competitive environment and may not be able to
successfully compete. Companies in our industry and entities in similar
industries could decide to focus on the development of software solutions for
the design, analysis and manufacturing of injection molded plastic parts. Many
of these entities have substantially greater financial, research and
development, manufacturing and

                                       17
<PAGE>
marketing resources than we do. Increased competition may result in price
reductions, reduced profitability and loss of market share.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND AS A
RESULT PERIOD-TO-PERIOD COMPARISONS OF OUR RESULTS OF OPERATIONS ARE NOT
NECESSARILY MEANINGFUL AND SHOULD NOT BE RELIED UPON AS INDICATORS OF FUTURE
PERFORMANCE.

    We have experienced significant fluctuations in our results of operations on
a quarterly basis. In particular, we have historically experienced lower revenue
in our first fiscal quarter as compared with the preceding quarter as a result
of seasonal factors, which decrease demand for our products in our first fiscal
quarter.

WE MAY HAVE DIFFICULTY MANAGING THE EXPANSION OF OUR OPERATIONS, WHICH COULD
RESULT IN DAMAGE TO CUSTOMER RELATIONSHIPS OR DELAYED BILLING OR COLLECTION OF
REVENUE.

    The implementation of our business strategy could result in a period of
rapid growth in the number of our employees and the scope of our operations. In
addition, through the acquisition of C-Mold, we have further expanded the number
of employees and facilities. Rapid expansion could place a significant strain on
our senior management team and our operational, financial and other resources as
we attempt to expand our operations in multiple locations around the world. We
may have difficulty effectively managing the budgeting, forecasting, global
hiring and other business control issues presented by such a rapid expansion.
This could, among other things, adversely affect our relationships with our
customers and result in delays in billing and collections of revenue from our
customers and increased costs.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We develop our products in research centers in Australia, the United Kingdom
and the United States. We sell our products globally through our direct sales
force and indirect distributor channels. As a result, our financial results are
affected by factors such as changes in foreign currency exchange rates and weak
economic conditions in foreign markets. In the future, we expect to increase our
international operations in our existing markets and in geographic locations
where we do not have any operations now.

    We collect amounts representing a substantial portion of our revenues and
pay amounts representing a substantial portion of our operating expenses in
foreign currencies. As a result, changes in currency exchange rates from time to
time may affect our operating results. Currently, we do not engage in hedging
transactions designed to reduce our exposure to changes in currency exchange
rates, although we may do so in the future. We cannot assure you, however, that
any efforts we may make in the future to hedge our exposure to currency exchange
rate changes will be successful.

                                       18
<PAGE>
                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

    In February 1999, Moldflow Corporation and Moldflow Pty. Ltd. filed suit in
the United States District Court for the Northern District of New York against a
former employee, Leonid K. Antanovskii, and his then-current employer, C-Mold.
We sought immediate and permanent injunctive relief and monetary damages arising
from the alleged theft and misappropriation of some of our trade secrets. In
March 1999, C-Mold filed counterclaims against us alleging that we had violated
federal antitrust laws, committed defamation and trade libel and tortiously
interfered with C-Mold's prospective business advantage. All aspects of the
litigation were held in abeyance upon agreement of the parties, in connection
with the pending acquisition of C-Mold. Following the closing of the acquisition
on April 13, 2000 all aspects of the litigation were dismissed. For the three
and nine-month periods ended April 1, 2000, we incurred litigation expenses of
$255,000 and $785,000, respectively.

    From time to time, we may be involved in various claims and legal
proceedings arising in the ordinary course of business. We are not currently a
party to any such claims or proceedings which, if decided adversely to us, would
either individually or in the aggregate have a material adverse effect on our
business, financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

    Set forth below is information regarding the securities issued by the
Company during the reporting period that were not registered under the
Securities Act of 1933, as amended (the "Act"). There was no public offering in
any such transaction based on the private nature of the transactions and we
believe that each transaction was exempt from the registration requirements of
the Act, by reason of Section 4(2) of the Act or Rule 701 promulgated
thereunder.

    (i) In fiscal January 2000, we issued 3,821 shares of common stock upon the
       exercise of previously granted stock options at an aggregate exercise
       price of $1,703.52

    (ii) In fiscal February 2000, we issued 5,568 shares of common stock upon
       the exercise of previously granted stock options at an aggregate exercise
       price of $2,266.56

    (iii) In fiscal March 2000, we issued 5,588 shares of common stock upon the
       exercise of previously granted stock options at an aggregate exercise
       price of $2,339.76.

USE OF PROCEEDS FROM REGISTERED SECURITIES

1)  The effective date of the Securities Act registration statement for which
    the use of proceeds information is being disclosed was March 27, 2000, and
    the Commission file number assigned to the registration statement is
    333-95289.

2)  The offering commenced as of March 28, 2000.

3)  The offering did not terminate before any securities were sold.

4)  (i)  As of the date of the filing of this report, the offering has
         terminated and 3,450,000 of the securities registered were sold.

    (ii) The names of the managing underwriters are Adams, Harkness &
         Hill, Inc. and A.G. Edwards & Sons, Inc.

   (iii) Our common stock, par value $0.01 per share, was the class of
         securities registered.

                                       19
<PAGE>
    (iv) We registered 3,450,000 shares of our common stock (which includes
         450,000 shares solely to cover over-allotments, of which 268,344 shares
         were offered by selling shareholders), having an aggregate price of the
         offering amount registered of $44,850,000 million. As of the date of
         the filing of this report, 3,450,000 of the total shares registered
         have been sold at an aggregate offering price of $44,850,000.

    (v) From March 27, 2000 to the date hereof, a reasonable estimate of the
        amount of expenses incurred by us in connection with the issuance and
        distribution of the securities totaled $4.5 million, which consisted of
        direct payments of: (i) $1.2 million in legal, accounting and printing
        fees (reasonable estimate); (ii) $2.9 million in underwriters discount,
        fees and commissions; and (iii) $0.4 million in miscellaneous expenses
        (reasonable estimate). No payments for such expenses were made to
        (i) any of our directors, officers, general partners or their
        associates, (ii) any person(s) owning 10% or more of any class of our
        equity securities or (iii) any of our affiliates.

    (vi) Our net offering proceeds after deducting our total expenses were
         $36.9 million.

   (vii) We used approximately $11.2 million of the net proceeds to fund the
         acquisition of C-Mold on April 13, 2000. No payments out of the net
         proceeds were made to (i) any of our directors, officers, general
         partners or their associates, (ii) any person(s) owning 10% or more of
         any class of our equity securities or (iii) any of our affiliates.

  (viii) The uses of proceeds described do not represent a material change in
         the use of proceeds described in our prospectus.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On February 24, 2000, the Company held a Special Meeting of Stockholders.
The stockholders voted, either in person or by proxy, on the following matters:

    (i) To approve and adopt a Certificate of Amendment to the Amended and
        Restated Certificate of Incorporation of the Company,

    (ii) To approve and adopt a Second Amended and Restated Certificate of
         Incorporation of the Company,

   (iii) To approve and adopt a Third Amended and Restated Certificate of
         Incorporation of the Company,

    (iv) To approve and adopt the Company's 2000 Stock Option and Incentive
         Plan, and

    (v) To approve and adopt the Company's Employee Stock Purchase Plan.

The results of the stockholder vote were as follows:

PROPOSAL 1:

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                                                                 FOR       AGAINST    WITHHELD
                                                              ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Common and Preferred Stock (voting as a single class).......  14,522,008     125            --
Common Stock................................................   1,349,727     125            --
Class C Preferred Stock.....................................  13,172,281      --            --
</TABLE>

                                       20
<PAGE>
PROPOSAL 2:

<TABLE>
<CAPTION>
                                                                 FOR       AGAINST    WITHHELD
                                                              ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Common and Preferred Stock (voting as a single class).......  14,522,133       --           --
Common Stock................................................   1,349,852       --           --
Class C Preferred Stock.....................................  13,172,281       --           --
</TABLE>

PROPOSAL 3:

<TABLE>
<CAPTION>
                                                                 FOR       AGAINST    WITHHELD
                                                              ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Common and Preferred Stock (voting as a single class).......  14,522,133       --           --
Common Stock................................................   1,349,852       --           --
Class C Preferred Stock.....................................  13,172,281       --           --
</TABLE>

PROPOSAL 4:

<TABLE>
<CAPTION>
                                                                 FOR       AGAINST    WITHHELD
                                                              ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Common and Preferred Stock (voting as a single class).......  14,522,133       --
</TABLE>

PROPOSAL 5:

<TABLE>
<CAPTION>
                                                                 FOR       AGAINST    WITHHELD
                                                              ----------   --------   ---------
<S>                                                           <C>          <C>        <C>
Common and Preferred Stock (voting as a single class).......  14,522,133       --           --
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<C>                     <S>
          (a)           Exhibits:

         3.1            Third Amended and Restated Certificate of Incorporation of
                        Moldflow Corporation

         3.2            Second Amended and Restated By-laws of Moldflow Corporation

        27.1            Financial Data Schedule

          (b)           Reports on Form 8-K
</TABLE>

    On April 26, 2000 the Company filed a report on Form 8-K reporting in Item 2
the completion of the acquisition of Advanced CAE Technology, Inc. (d/b/a
C-Mold) on April 13, 2000. The report on Form 8-K also included the financial
statements required by Item 7 which were incorporated by reference to the
Consolidated Financial Statements of Advanced CAE Technology Inc. and the
Unaudited Pro Forma Combined Financial Information for Moldflow Corporation
which were included in Amendment No. 4 to Registration Statement on Form S-1,
Registration No. 333-95289 of Moldflow Corporation, filed with the Securities
and Exchange Commission on March 24, 2000.

                                       21
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

<TABLE>
<CAPTION>

<S>                                            <C>
                                               MOLDFLOW CORPORATION

                                               /s/ MARC J. L. DULUDE
                                               --------------------------------------------
                                               By: Marc J. L. Dulude
                                               Title: President and Chief Executive Officer

                                               MOLDFLOW CORPORATION

                                               /s/ SUZANNE E. ROGERS
                                               --------------------------------------------
                                               By: Suzanne E. Rogers
                                               Title: Vice President of Finance and
                                                    Administration and Chief Financial
                                               Officer (Principal Financial Officer)

Date: May 12, 2000
</TABLE>

                                       22
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<S>                     <C>
3.1                     Third Amended and Restated Certificate of Incorporation of
                        Moldflow Corporation

3.2                     Second Amended and Restated By-laws of Moldflow Corporation

27.1                    Financial Data Schedule
</TABLE>

                                       23