-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FciMxSeyVL/ODGqUxsn68rnTSzu2LXOkx3iMGAZrPMvBezHOJWqPN0mZnQ07wU+B 68jYdAfzyI/uaA/sOvDw1Q== 0001157523-07-009168.txt : 20070913 0001157523-07-009168.hdr.sgml : 20070913 20070913172809 ACCESSION NUMBER: 0001157523-07-009168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070911 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070913 DATE AS OF CHANGE: 20070913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLDFLOW CORP CENTRAL INDEX KEY: 0001103234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043406763 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30027 FILM NUMBER: 071116099 BUSINESS ADDRESS: STREET 1: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-358-5848 MAIL ADDRESS: STREET 1: 492 OLD CONNECTICUT PATH, SUITE 401 CITY: FRAMINGHAM STATE: MA ZIP: 01701 8-K 1 a5492531.txt MOLDFLOW 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) September 11, 2007 Moldflow Corporation (Exact name of registrant as specified in charter) Delaware 000-30027 04-3406763 - -------------------------------------------------------------------------------- (State or other (Commission file number) (IRS employer jurisdiction identification no.) of incorporation) 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information 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 September 13, 2007, Moldflow Corporation issued a press release finalizing the results of the fourth quarter and full 2007 year. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K. Section 5 - Corporate Governence and Management Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On September 11, 2007, the Board of Directors of the Company appointed Kenneth R. Welch, 50, as Chief Operating Officer. Mr. Welch has served as the Company's Executive Vice President and General Manager of the Design Analysis Solutions division since September 2005 and as its Vice President of Marketing and Field Services since July 2002. Mr. Welch has been employed by the Company in various marketing and management roles since November 1996. No new compensatory contract or plan was entered into in relation to this appointment. On September 11, 2007, the Board of Directors of the Company appointed Lori M. Henderson, 45, as Chief Administrative Officer. Ms. Henderson has served as the Company's Executive Vice President, General Counsel and Secretary since September 2005 and its Vice President, General Counsel and Secretary since July 2002. Ms. Henderson has been employed by the Company in various legal and management roles since January 1999. No new compensatory contract or plan was entered into in relation to this appointment. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits (c) Exhibits: Exhibit 99.1 - Press Release issued by Moldflow Corporation dated September 13, 2007. 2 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: September 13, 2007 By: /s/ Gregory W. Magoon -------------------------------------------- Name: Gregory W. Magoon Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX ------------- Exhibit No. Description - ------------ ----------- Exhibit 99.1 Press Release issued by Moldflow Corporation dated September 13, 2007. 4 EX-99.1 2 a5492531ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Moldflow Finalizes Fourth Quarter and Full 2007 Fiscal Year End Results and Completes SEC Comment Letter Process Announces the Appointments of Ken Welch as Chief Operating Officer and Lori Henderson as Chief Administrative Officer FRAMINGHAM, Mass.--(BUSINESS WIRE)--Sept. 13, 2007--Moldflow Corporation (NASDAQ: MFLO) today announced that the Company has finalized its results for the fourth quarter and full 2007 fiscal year. These results of operations were originally reported as "preliminary" on August 23, 2007 and should now be considered final, with the exception of the cash flow item noted below. Also today, the Company announced the completion of its SEC comment letter process. There were no adjustments to the Company's historic or current financial statements arising from the completion of this process. In discussing the finalized results of the Company's fourth quarter and full 2007 fiscal year, Roland Thomas, President and Chief Executive Officer said, "We are very pleased to be able to confirm our fourth quarter and year end results which were in line with the upper range of our expectations. Fiscal 2007 has produced solid results for Moldflow. Our focus throughout the fiscal year allowed us to grow our total revenue to $55.9 million, or 14% year-over-year, a marked improvement over fiscal 2006. Moving forward, we are confident in the strength of our core business and believe we are strongly positioned to take advantage of the continuing growth of the worldwide CAE market and further our leadership position." Thomas concluded, "As we head into fiscal 2008 as a CAE software only company, we have taken the opportunity to structure our internal organization to support our new business goals. As such, we are pleased to announce the appointments of Ken Welch as our Chief Operating Officer and Lori Henderson as our Chief Administrative Officer. Both Ken and Lori have been trusted members of the executive team for many years. As we target our efforts on creating the next generation of design optimization technologies and managing our business to maximize shareholder value, we believe that the appointments of Ken and Lori will provide the leadership necessary to achieve our goals." During the process of finalizing its fourth quarter and full 2007 fiscal year results, the Company determined that the cash generated by the operating activities of its continuing operations was $1.0 million dollars higher and cash used in the operating activities of the Company's discontinued operations was $1.0 million dollars lower than preliminarily reported on August 23, 2007. Cash generated by the operating activities of the Company's continuing operations and used in discontinued operations for the full 2007 fiscal year was $13.2 million and $(2.2) million, respectively. These adjustments were a result of the finalization of the allocation of certain balance sheet items between the Company's continuing and discontinued operations. These adjustments have no impact on the Company's previously reported revenue, GAAP or non-GAAP net income, GAAP or non-GAAP net income per share or cash and cash equivalents reported on August 23, 2007. For detailed fourth quarter and full 2007 fiscal year financial results, please refer to the Company's Annual Report on Form 10-K for the year ended June 30, 2007 filed earlier today. Business Outlook The Company is confirming the financial guidance provided in preliminary form on August 23, 2007. This guidance is provided on both a GAAP and non-GAAP basis. Non-GAAP guidance excludes the estimated charges for share-based compensation costs. Because there are significant limitations in estimating the impact of share-based compensation costs and related taxes, the tax benefits and estimated charges associated with share-based issuances are unpredictable. For these reasons, the actual impact of share-based compensation on our financial results may differ materially from the estimated amounts included in the guidance below. The current business outlook is based on information as of September 13, 2007 and is current as of that day only. For our full fiscal 2008, year we expect revenue to grow in the range of 10% to 13% when compared to fiscal 2007. We expect EBITDA to grow in the range of 13% to 20% in fiscal 2008 when compared to fiscal 2007. We expect non-GAAP net income per diluted share of approximately $0.94 to $1.00, based upon an estimated 12.1 million diluted shares. Non-GAAP net income per diluted share excludes charges for share-based compensation expenses which are expected to be approximately $1.8 million; net of related tax effects, and assumes an effective tax rate of approximately 21%. GAAP net income per diluted share for fiscal 2008 is expected to be between $0.78 and $0.84 based upon an estimated 12.1 million diluted shares. This GAAP estimate assumes an annual effective tax rate of approximately 25%. Use of Non-GAAP Financial Measures The Company has provided fiscal year 2008 guidance for non-GAAP net income, non-GAAP net income per diluted share and EBITDA as supplemental measures regarding the Company's operating performance. Non-GAAP net income and non-GAAP net income per diluted share exclude the impact of share-based compensation expense and therefore have not been calculated in accordance with GAAP. EBITDA is defined as GAAP net income from continuing operations plus any interest expense, income taxes, depreciation, amortization and share-based compensation expense less interest earned and therefore has not been calculated in accordance with GAAP. 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 from continuing operations and net income per diluted share from continuing operations, 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 as presented in our business outlook for fiscal 2008, 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. About Moldflow Corporation Moldflow (NASDAQ: MFLO) is the leading global provider of design analysis 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 for the 2008 fiscal year. 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 global 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 foreign currency fluctuations may adversely affect the Company's financial results; that share-based compensation expense will continue to have a negative impact on the Company's 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 the Company's subsidiary companies, including Australia, may result in a higher level of income tax expense than that projected; as well as other risks and uncertainties which 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, 2007. EBITDA, GAAP and non-GAAP net income per diluted share guidance represent a point-in-time estimate and are 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 Reconciliation of Net Income to EBITDA (in thousands) Guidance Year Ended June 30, 2008 ------------------ High Low ------------------ EBITDA is calculated as follows: Net income - GAAP basis $10,050 $ 9,450 Share-based compensation 1,800 1,800 Depreciation and amortization expenses 2,400 2,400 Tax provision 3,350 3,150 Interest income (3,925) (3,925) -------- -------- EBITDA $13,675 $12,875 ======== ======== CONTACT: Moldflow Corporation Investor relations contact: Dawn Soucier, 508-358-5848 x234 dawn_soucier@moldflow.com -----END PRIVACY-ENHANCED MESSAGE-----