8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2007

Moldflow Corporation

(Exact name of registrant as specified in charter)

Delaware	000-30027	04-3406763
(State or other jurisdiction	(Commission file number)	(IRS employer
of incorporation)		identification no.)

492 Old Connecticut Path, Ste 401, Framingham, MA	01701
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (508) 358-5848

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1 Loan Modification Agreement dated February 2, 2007
EX-99.1 Press Release dated February 6, 2007

Item 1.01. Entry into a Material Definitive Agreement

On February 2, 2007, Moldflow Corporation (the “Company”) entered into a Loan Modification Agreement (the “Loan Amendment”) with Silicon Valley Bank amending the Loan Agreement dated November 13, 2001 between the Company and Silicon Valley Bank, as amended (the “Loan Agreement”). The Loan Amendment revises certain financial covenants in the Loan Agreement, including: (i) reducing the liquidity requirements from $30 million of cash and unrestricted marketable securities to $15 million of cash and unrestricted marketable securities, and (ii) modifying the profitability requirements from quarterly net losses not to exceed $500,000 to net profitability (as defined in the Loan Agreement) of $500,000 for the quarter ending March 31, 2007 and each quarter thereafter.

The Loan Amendment also changes certain other aspects of the Loan Agreement, including changing the maturity date from February 2, 2007 to January 31, 2009; and modifying the Distributions and Investments provision from allowing the repurchase of up to 500,000 shares of the Company’s common stock to allowing the repurchase of up to 600,000 shares of the Company’s common stock.

The description of the Loan Amendment set forth above is a summary description and omits certain detailed terms set forth in the underlying document. The summary set forth above is qualified by the terms and conditions of the Loan Amendment which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition

The information disclosed under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference. On February 6, 2007, the Company issued a press release regarding the second quarter of the fiscal 2007 year. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit 10.1 -	Loan Modification Agreement between Moldflow Corporation and Silicon Valley Bank dated February 2, 2007.
Exhibit 99.1 -	Press Release issued by Moldflow Corporation dated February 6, 2007.

SIGNATURE

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

	MOLDFLOW CORPORATION
Date: February 6, 2007	By:	/s/ Christopher L. Gorgone
	Name:	Christopher L. Gorgone
	Title:	Executive Vice President of Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1	Loan Modification Agreement between Moldflow Corporation and Silicon Valley Bank dated February 2, 2007
Exhibit 99.1	Press Release issued by Moldflow Corporation dated February 6, 2007.

EX-10.1

LOAN MODIFICATION AGREEMENT

     This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of February 2, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and MOLDFLOW CORPORATION, a Delaware corporation with its chief executive office located at 492 Old Connecticut Path, Framingham, Massachusetts 01701 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of November 13, 2001, evidenced by, among other documents, a certain Loan Agreement dated as of November 13, 2001, between Borrower and Bank, as amended by certain Loan Modification Agreements dated June 11, 2002, June 26, 2002, December 6, 2002, June 25, 2003, January 15, 2004, November 29, 2004, and January 31, 2005 (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

     Hereinafter, the Loan Agreement, together with all other documents evidencing the Obligations shall be referred to as the “Existing Loan Documents”.

2. DESCRIPTION OF CHANGE IN TERMS.

          A. Modifications to Loan Agreement.

1.	The Loan Agreement shall be amended by deleting the following provision appearing as Section 5.2(b) thereof:
	“(b) Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit B, with aged listing of accounts receivable (by invoice date): (i) within forty-five (45) days of the last day of each month in which Advances were outstanding, and (ii) within forty-five (45) days of the last day of each quarter.”
	and inserting in lieu thereof the following:
	“(b) Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit B, with aged listing of accounts receivable (by invoice date) within forty-five (45) days of the last day of each month in which Advances were outstanding.”
2.	The Loan Agreement shall be amended by deleting the following provision appearing as Section 5.7 entitled “Financial Covenants”:
	“5.7 Financial Covenants. Borrower shall have on a consolidated basis, as of the last day of each quarter, unless otherwise noted:

            (a) Liquidity. The Borrower shall have unrestricted cash or marketable securities in the amount of at least Thirty Million Dollars ($30,000,000.00).

            (b) Profitability. Borrower shall have quarterly net losses not to exceed (i)Seven Hundred Fifty Thousand Dollars ($750,000.00) for Borrower’s fiscal quarter ending June 30, 2003, and (ii) Five Hundred Thousand Dollars ($500,000.00) for Borrower’s fiscal quarter ending September 30, 2003, and for each fiscal quarter thereafter. For calculation purposes, Profitability shall be defined as Borrower’s net income after taxes, but prior to

depreciation, amortization and non-cash restructuring expenses. For purposes of this covenant, restructuring expenses shall be deducted from net profit when cash payments are made in respect to such expenses.”

and inserting in lieu thereof the following:

“5.7 Financial Covenants. Borrower shall have on a consolidated basis, as of the last day of each quarter, unless otherwise noted:

            (a) Liquidity. The Borrower shall have unrestricted cash or marketable securities in the amount of at least Fifteen Million Dollars ($15,000,000.00).

            (b) Profitability. Borrower shall have quarterly net Profitability of at least Five Hundred Thousand Dollars ($500,000.00) for Borrower’s fiscal quarter ending March 31, 2007, and for each fiscal quarter thereafter. For calculation purposes, Profitability shall be defined as Borrower’s net income after taxes, but prior to depreciation, amortization, non-cash stock option expenses, and non-cash restructuring expenses. For purposes of this covenant, restructuring expenses shall be deducted from net profit when cash payments are made in respect to such expenses.”

3.	The Loan Agreement is amended by deleting the following provision appearing as Section 6.6 entitled “Distributions; Investments” :
	“6.6 Distributions; Investments. (i) Directly or indirectly acquire or own any Person, except as provided in Section 6.3 herein, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so; or (ii) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, except for (A) repurchases of stock from former employees or directors of Borrower under the terms of applicable repurchase agreements in an aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases or (B) repurchases of up to 500,000 shares of Common Stock by the Borrower in the open market in accordance with the repurchase authority given by the Board of Directors of Borrower or (C) transactions with Affiliates which would be permitted pursuant to Section 6.7 hereof.”
	and inserting in lieu thereof the following:
	“6.6 Distributions; Investments. (i) Directly or indirectly acquire or own any Person, except as provided in Section 6.3 herein, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so; or (ii) pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, except for (A) repurchases of stock from former employees or directors of Borrower under the terms of applicable repurchase agreements in an aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases or (B) repurchases of up to 600,000 shares of Common Stock by the Borrower in the open market in accordance with the repurchase authority given by the Board of Directors of Borrower or (C) transactions with Affiliates which would be permitted pursuant to Section 6.7 hereof.”
4.	The Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof:

““Maturity Date” means February 2, 2007.”

and inserting in lieu thereof the following:

““Maturity Date” means January 31, 2009.”

5. The Compliance Certificate appearing as Exhibit C to the Loan Agreement is hereby replaced with the Compliance Certificate attached as Exhibit A hereto.

3. FEES. Borrower shall pay to Bank a modification fee equal to Twenty-Five Thousand Dollars ($25,000.00), which fee shall be due on the date hereof and payable as follows: (i) Twelve Thousand Five Hundred Dollars ($12,500.00) upon the execution of this Loan Modification Agreement, and (ii) Twelve Thousand Five Hundred Dollars ($12,500.00) on the sooner to occur of (x) an Event of Default, (y) the early termination of Loan Agreement, or (z) February 1, 2008. The Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

5. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of the Existing Loan Documents, and confirms that the indebtedness includes, without limitation, the Obligations.

6. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

8. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank .

[The remainder of this page is intentionally left blank]

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:	BANK:
MOLDFLOW CORPORATION	SILICON VALLEY BANK
By: /s/ Christopher L. Gorgone	By:	/s/ Irina Case
Name: Christopher L. Gorgone	Name:	Irina Case
Title: Chief Financial Officer	Title:	SVP

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor relations contact:
Dawn Soucier
dawn_soucier@moldflow.com
508 358 5848 x234

MOLDFLOW REPORTS RESULTS FOR ITS SECOND FISCAL QUARTER OF 2007

FRAMINGHAM, MA — February 6, 2007 — Moldflow Corporation (NASDAQ: MFLO) today announced the results for its second quarter of the 2007 fiscal year.

• Non-GAAP net income of $2.2 million, or $0.19 per diluted share, was up 7% sequentially and 26% from our second fiscal quarter of 2006; net income as reported in accordance with GAAP was $1.8 million, or $0.15 per diluted share, including a charge of $451,000, net of related tax effects, for compensation expense as required under FAS 123(R), compared to a net loss of $109,000 or ($0.01) per share in the same period of the prior fiscal year.

• Revenue of $17.7 million was up 15% sequentially and 4% from the corresponding quarter of fiscal 2006.

• Total product revenue of $10.4 million represented a 30% sequential increase and a 3% increase over the same period of the prior year.

• Total services revenue of $7.2 million represented a sequential decrease of 1% and a 6% increase over the same period of the prior year.

• Revenue from Design Analysis Solutions totaled $14.0 million or 79% of total revenue and represented a 21% sequential increase and a 10% increase when compared to the same period last year.

• Revenue from Manufacturing Solutions totaled $3.6 million or 21% of total revenue, and was flat sequentially and represented a 13% decrease when compared to the same period last year.

• Regionally, revenue in our Asia/Pacific region represented 38% of total revenue, while the European region represented 35% and the Americas represented 27% of total revenue, respectively.

• Share repurchase program returned 40,000 shares to treasury at a cost of $13.00 per share equating to approximately $520,000 in total cash payments.

• Operations generated $147,000 of cash during the quarter and $1.4 million during the first half of fiscal 2007.

Commenting on the second fiscal quarter, Roland Thomas, Moldflow Corporation’s president and CEO said, “Our second quarter results, which continue to validate our fiscal 2007 business model, produced increased revenue, net income and earnings per share on both a sequential and year-over-year basis. During the quarter, we continued to see increased leverage coming out of our Design Analysis Solutions business. When compared to the same period of the prior fiscal year, Design Analysis Solutions product revenue grew 11% and total revenue grew 10%, representing another step in this division supporting our longer-term business model. As

planned, our Manufacturing Solutions business continued to operate close to breakeven, with increased gross margins on slightly lower revenue during the second fiscal quarter.”

Business Outlook
The current business outlook is based on information as of February 6, 2007 and is current as of that day only. We expect revenue for our fiscal 2007 year to grow in the range of 5% to 7% when compared to fiscal 2006 and non-GAAP net income per diluted share for fiscal year 2007 to increase between 35% and 50% as compared to fiscal 2006, resulting in non-GAAP net income per diluted share of approximately $0.68 to $0.75. Non-GAAP net income per diluted share excludes charges for share-based compensation expenses throughout the full fiscal year which are expected to be approximately $1.9 million, net of related tax effects. GAAP net income per diluted share for fiscal 2007 is therefore expected to be between $0.53 and $0.60.

The Company has provided its fiscal 2007 net income per diluted share guidance above. This guidance is provided on a non-GAAP basis. Non-GAAP net income per diluted share excludes estimated charges for share-based compensation costs. Because there are significant limitations in estimating the impact of share-based compensation costs, including but not limited to, the number of share-based awards that will be exercised and/or cancelled during the period, the fair market value of the Company’s share price on the exercise dates, and the number and type of issuances that may be awarded in any year, the estimated charges and tax benefits associated with share-based issuances are unpredictable. For these reasons, the actual impact of share-based compensation on GAAP net income per diluted share may differ materially from the estimated amounts included in the guidance above.

Use of Other Non-GAAP Financial Measures
Net income and net income per diluted share, excluding, as applicable, share-based compensation expenses and restructuring charges, are supplemental non-GAAP financial measures. Moldflow is presenting these measures because management uses this information in evaluating the results of the Company’s operations and for internal planning and forecasting purposes and believes that this information provides additional insight into our operating results, as well as enables comparison of these results to prior periods. These measures should not be considered an alternative to measurements required by GAAP, such as net income and net income per diluted share, and should not be considered a measure of our liquidity. In addition, these non-GAAP financial measures may not be comparable to similar measures reported by other companies. With respect to the non-GAAP financial measures for the second quarter, the GAAP financial measures most directly comparable to each non-GAAP financial measure used or discussed in this press release and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure are included in this press release and can be found on the Investors page of the Moldflow Web site at http://www.moldflow.com/stp/english/investors/index.htm.

Financial Results
The unaudited condensed consolidated financial statements for the second quarter of fiscal 2007 follow.

Information Dissemination
Moldflow will host a conference call to discuss the second quarter of fiscal 2007 results as well as future outlook at 11:00 a.m. US Eastern time, Tuesday, February 6, 2007. The conference call dial-in number is 877-314-4022, Conference ID #6302404. The call will be recorded with replay (dial-in # 800-642-1687, PIN# 6302404) which will be available until February 13, 2007. In addition, a live Webcast of the conference call, together with this press release and supplemental financial information, can be accessed through the Company’s Website at www.moldflow.com in the Investors section. The call, press release and supplemental information will be archived and can be accessed through the same link.

About Moldflow Corporation
Moldflow (NASDAQ: MFLO) is the leading global provider of design through manufacturing solutions for the plastics injection molding industry. Moldflow’s products and services allow companies to address part and mold design issues at the earliest stage and maximize productivity and profitability on the manufacturing floor. Visit www.moldflow.com for more information.

###

Note to editors: Moldflow is a registered trademark of Moldflow Corporation or its subsidiaries worldwide. All other trademarks are properties of their respective holders.

Cautionary Statement Regarding Forward-Looking Information
Pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, the Company notes that any statements contained in this press release that are not historical facts are forward-looking statements. Such forward-looking statements include, but are not limited to, statements by Moldflow’s President and CEO, statements under Business Outlook and those regarding Moldflow’s or management’s intentions, hopes, beliefs, expectations, projections, plans for the future and estimates and statements regarding any potential operating leverage and cost savings during the 2007 fiscal year and the expected performance of our Design Analysis Solutions and Manufacturing Solutions divisions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include the risks that a weak world economy will slow capital spending by the Company’s prospective customers, that the Company may not be able to recognize the revenue derived from orders received, that the sales cycle may lengthen, that our prior year restructurings, particularly with respect to our Manufacturing Solutions business, will result in the disruption of our sales cycles, that foreign currency fluctuations may adversely affect our financial results, that our distribution partners will not achieve their revenue objectives, that the overall mix of revenue differs materially from that projected, that share-based compensation expense will continue to have a negative impact on our GAAP operating profit, net income and earnings per share calculations, that changes in US or foreign tax legislation, or on-going tax inquiries and the on-going tax audits of our subsidiary companies, including Australia, may result in a higher level of income tax expense than that projected, that our hiring plans may not be fully executed and as a result we may not be able to meet sales demand and with respect to the potential operating leverage and cost savings during the 2007 fiscal year, the risk that the Company will not realize the anticipated cost savings from our prior year restructurings during the expected time frame, or, even if the anticipated cost

savings are achieved, that the Manufacturing Solutions business unit may remain unprofitable and its business may suffer. Other risks and uncertainties are detailed from time to time in reports filed by Moldflow with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended June 30, 2006 as well as its subsequent quarterly and annual filings. Revenue and net income per diluted share guidance offered by senior management today represents a point-in-time estimate and is based on information as of the date of this press release. Senior management has made numerous assumptions in providing this guidance which, while believed to be reasonable, may not prove to be accurate. In addition, as noted above, there are numerous factors that may cause actual results to differ materially from the guidance provided. The Company expressly disclaims any current intention or obligation to update the guidance provided or any other forward-looking statement in this press release to reflect future events or changes in facts assumed for purposes of providing this guidance or otherwise affecting the forward-looking statements contained in this press release.

Moldflow Corporation
Unaudited Consolidated Statement of Operations
(in thousands, except per share data)

	Three Months Ended					Six Months Ended
	December 31,		December 31,			December 31,		December 31,
	2006		2005			2006		2005
Revenue:
Product	$	10,417	$	10,082		$	18,407	$	18,816
Services		7,234		6,812			14,559		13,358
Total revenue		17,651		16,894			32,966		32,174
Costs and operating expenses:
Cost of product revenue		1,941		2,442			3,956		5,012
Cost of services revenue		1,526		1,705			2,822		3,318
Research and development		2,510		2,195			4,625		4,676
Selling and marketing		6,520		5,867			11,815		11,517
General and administrative		3,492		3,494			7,306		7,078
Restructuring charges		—		1,387			—		1,387
Amortization of acquired intangible assets		42		49			86		98
Total costs and operating expenses		16,031		17,139			30,610		33,086
Income (loss) from operations		1,620		(245	)		2,356		(912	)
Interest income, net		784		631			1,570		1,193
Other income, net		17		53			20		34
Income before income taxes		2,421		439			3,946		315
Provision for income taxes		643		548			485		394
Net income (loss)	$	1,778	$	(109	)	$	3,461	$	(79	)
Net income (loss) per common share:
Basic	$	0.16	$	(0.01	)	$	0.31	$	(0.01	)
Diluted	$	0.15	$	(0.01	)	$	0.30	$	(0.01	)
Shares used in computing net income (loss) per common share:
Basic		11,166		11,085			11,161		11,044
Diluted		11,657		11,085			11,625		11,044

Moldflow Corporation
Unaudited Condensed Consolidated Balance Sheet
(in thousands)

	December 31,			June 30,
	2006			2006
Assets
Current assets:
Cash and cash equivalents	$	48,603		$	52,111
Marketable securities		12,052			8,443
Accounts receivable, net		13,241			12,774
Inventories, prepaid expenses and other current assets		11,636			11,344
Total current assets		85,532			84,672
Fixed assets, net		3,293			3,129
Goodwill and other acquired intangibles assets, net		19,733			19,869
Other assets		2,243			2,523
Total assets	$	110,801		$	110,193
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,136		$	2,049
Accrued expenses		10,209			10,274
Deferred revenue		9,205			11,741
Total current liabilities		20,550			24,064
Deferred revenue		1,335			1,325
Other long-term liabilities		795			847
Total liabilities		22,680			26,236
Stockholders’ equity:
Common stock		115			114
Treasury stock, at cost		(4,486	)		(2,579	)
Additional paid-in capital		77,179			75,335
Retained earnings		9,757			6,296
Accumulated other comprehensive income		5,556			4,791
Total stockholders’ equity		88,121			83,957
Total liabilities and stockholders’ equity	$	110,801		$	110,193

Moldflow Corporation
Unaudited Condensed Consolidated Statement of Cash Flows
(in thousands)

	Three Months Ended						Six Months Ended
	December 31,			December 31,			December 31,			December 31,
	2006			2005			2006			2005
Cash provided by (used in) operating activities	$	147		$	(2,005	)	$	1,379		$	(536	)
Cash provided by (used in) investing activities		(4,366	)		1,626			(4,347	)		1,945
Cash provided by (used in) financing activities		35			77			(910	)		1,357
Effect of exchange rate changes on cash and cash equivalents		267			(596	)		370			(457	)
Net increase (decrease) in cash and cash equivalents		(3,917	)		(898	)		(3,508	)		2,309
Cash and cash equivalents, beginning of period		52,520			52,117			52,111			48,910
Cash and cash equivalents, end of period	$	48,603		$	51,219		$	48,603		$	51,219

Moldflow Corporation
Reconciliation of Non-GAAP Measures
(in thousands, except percentages and per share data)

	Three Months Ended												Three Months Ended
	December 31, 2006												December 31, 2005
									Non-GAAP			(b)									Non-GAAP			(b)
	As Reported			(a)	Adjustments				Results				As Reported			(a)	Adjustments				Results
Total revenue	$	17,651			$	—			$	17,651			$	16,894			$	—			$	16,894
Income (loss) from operations	$	1,620			$	518	(c	)	$	2,138			$	(245	)		$	2,009	(d	)	$	1,764
Operating profit margin		9.2	%							12.1	%			-1.5	%							10.4	%
Net income (loss)	$	1,778			$	451	(e	)	$	2,229			$	(109	)		$	1,873	(f	)	$	1,764
Net income (loss) per share — diluted:
Diluted earnings (loss) per share	$	0.15							$	0.19			$	(0.01	)						$	0.15
Weighted average shares — diluted		11,657								11,871				11,085								11,945

	Six Months Ended												Six Months Ended
	December 31, 2006												December 31, 2005
									Non-GAAP			(b)									Non-GAAP
	As Reported			(a)	Adjustments				Results				As Reported			(a)	Adjustments				Results
Total revenue	$	32,966			$	—			$	32,966			$	32,174			$	—			$	32,174
Income (loss) from operations	$	2,356			$	916	(c	)	$	3,272			$	(912	)		$	2,579	(d	)	$	1,667
Operating profit margin		7.1	%							9.9	%			-2.8	%							5.2	%
Net income (loss)	$	3,461			$	849	(e	)	$	4,310			$	(79	)		$	2,412	(f	)	$	2,333
Net income (loss) per share — diluted:
Diluted earnings (loss) per share	$	0.30							$	0.37			$	(0.01	)						$	0.20
Weighted average shares — diluted		11,625								11,808				11,044								11,947

(a)	The Unaudited Consolidated Statement of Operations prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). (b) The Unaudited Consolidated Statement of Operations prepared on an adjusted basis from that of the statement prepared in accordance with GAAP, which is intended to enhance the reader’s understanding of the Company’s results from operations.
(c)	Stock-based compensation expense.
(d)	Stock-based compensation expense and restructuring charges.
(e)	Net of tax benefit related to stock-based compensation.
(f)	Net of tax benefit related to stock-based compensation expense and restructuring charges.