MOLDFLOW CORP - 10-Q Quarterly Report

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

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FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED: DECEMBER 28, 2002

COMMISSION FILE NUMBER: 000-30027

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MOLDFLOW CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 04-3406763
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

430 BOSTON POST ROAD, WAYLAND, MA 01778
(Address of principal executive offices, including zip code)

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

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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 /X/ No / /

There were 9,997,577 shares of our common stock, par value $0.01,
outstanding on February 3, 2003.

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MOLDFLOW CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 28, 2002

TABLE OF CONTENTS

1

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS

MOLDFLOW CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(IN THOUSANDS)

(UNAUDITED)

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

2

MOLDFLOW CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

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

3

MOLDFLOW CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

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

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MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND NATURE OF BUSINESS

Moldflow Corporation ("Moldflow" or the "Company") designs, develops,
manufactures and markets computer software applications for the design,
engineering and manufacture of injection molded plastic parts and, as such,
revenues are derived primarily 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 condensed consolidated financial statements
include the accounts of Moldflow Corporation and its wholly owned subsidiaries.
The condensed consolidated financial statements have been prepared by the
Company in accordance with the rules and regulations of the Securities and
Exchange Commission ("SEC") 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, 2002 included in the Company's Annual Report
on Form 10-K. The June 30, 2002 condensed consolidated balance sheet was derived
from the Company's audited consolidated financial statements. In the opinion of
management, the accompanying unaudited condensed 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-month and six-month
periods ended December 28, 2002 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.

Certain prior year balance sheet amounts have been reclassified to conform
with the fiscal 2003 presentation.

2. NET INCOME PER COMMON SHARE

The following table presents the calculation for both basic and diluted net
income per common share:

5

MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Company has established a hedging program designed to reduce the
exposure to changes in currency exchange rates.

At December 28, 2002, currency options and collars designated as hedging
instruments with notional amounts of $2.7 million, $7.0 million and
$1.3 million to exchange Euros, Japanese yen and Australian dollars for U.S.
dollars, respectively, were outstanding. During the first quarter, the Company
discontinued hedge accounting for the excess portion of instruments that were
used to hedge transactions considered no longer probable of occurring. At
December 28, 2002, these instruments had notional amounts of $1.2 million and
$204,000 to exchange Japanese yen and Australian dollars for U.S. dollars,
respectively. At December 28, 2002, the total fair values of all currency
options and collars held by the Company of $160,000 and $351,000 were recorded
as components of other current assets and other current liabilities,
respectively. Net unrealized losses on options and collars that qualified as
hedging instruments of $295,000 were included in accumulated other comprehensive
income (loss). The Company expects these instruments to affect earnings over the
next twelve months. During the three-month and six-month periods ended
December 28, 2002, losses of $73,000 and $62,000, respectively, were recorded as
components of other income and expense on the effective portion of options that
were settled. For the three-month and six-month periods ended December 28, 2002,
unrealized losses of $10,000 and net unrealized gains of $28,000, respectively,
were recognized on the ineffective portion of the options and collars
dedesignated as hedging instruments.

At December 29, 2001, currency options and collars designated as hedging
instruments with notional amounts of $11.7 million, $11.5 million and
$3.6 million to exchange Euros, Japanese yen and Australian dollars for U.S.
dollars, respectively, were outstanding. The fair values of these instruments,
as derived from dealer quotations, were recorded as components of other current
assets or other current liabilities, depending on on the amount of the
valuation. At December 29, 2001, instruments with fair values of $441,000 and
$66,000 were recorded as components of other current assets and other current
liabilities, respectively. Net unrealized gains on these instruments of $211,000
were included in accumulated other comprehensive income (loss). During the
three-month and six-month periods ended December 29, 2001, gains of $101,000 and
$147,000 were recorded as components of other income and expense, respectively.

4. INTANGIBLE ASSETS

Intangible assets acquired in past acquisitions include goodwill, customer
base, developed technologies and non-compete agreements. All of the Company's
acquired intangible assets, except for goodwill, are subject to amortization
over their estimated useful lives. No significant residual value is estimated
for the intangible assets. Amortization expense for intangible assets, other
than goodwill, for the three months ended December 28, 2002 and December 29,
2001 was $159,000 and $164,000, respectively. Amortization expense for
intangible assets, other than goodwill, for the six months ended December 28,
2002 and December 29, 2001 was $318,000 and $328,000, respectively.

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MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. INTANGIBLE ASSETS (CONTINUED)
The components of other intangible assets are as follows (in thousands):

The following table summarizes the expected remaining amortization of other
intangible assets as of December 28, 2002:

5. SOFTWARE DEVELOPMENT COSTS

Costs associated with the research and development of the Company's products
are expensed as incurred. Costs associated with the development of computer
software and related products are expensed prior to establishing technological
feasibility, as defined by SFAS No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed," and capitalized thereafter
until commercial release of the software products. Development costs eligible
for capitalization prior to the first quarter of fiscal 2002 were not
significant. The Company established technological feasibility of Moldflow
Plastics Insight version 3.0 ("MPI 3.0") in the first quarter of fiscal 2002 and
released the product commercially in November 2001. In accordance with SFAS
No. 86, research and development costs of $602,000 were capitalized as a
component of fixed assets in the six months ended December 29, 2001. In the
second quarter of fiscal 2003, the net carrying value of these costs was
reclassified from fixed assets to other assets. Also, in the second quarter of
fiscal 2003, the Company established technological feasibility of two additional
products, MPI 4.0 and Shotscope 2.6, both of which were commercially released in
December 2002. As such, research and development costs of $170,000 were
capitalized as a component of other assets in the three months ended
December 28, 2002. All such costs are being amortized to cost of product revenue
over a five-year period. Accumulated amortization of capitalized software
development costs was $132,000 at December 28, 2002.

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MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. COMMON STOCK, TREASURY STOCK AND STOCK PLANS

On September 19, 2001, the Board of Directors authorized the Company to
repurchase up to 500,000 shares of its outstanding common stock. In September
2001, the Company reacquired 50,000 shares for $464,000, an average cost of
$9.28 per share. In September 2002, the Company reacquired an additional 194,165
shares of its outstanding common stock for $909,000, an average cost of $4.72
per share. As of December 28, 2002, 37,375 of these shares were reissued under
the Company's Employee Stock Purchase Plan and 206,790 shares remained in
treasury.

On November 19, 2002, the stockholders of the Company approved an amendment
to the Company's 2000 Stock Option and Incentive Plan (the "2000 Option Plan")
authorizing the Company to issue up to an additional 1,500,000 shares of common
stock pursuant to various stock incentive awards under the 2000 Option Plan.

A summary of the Company's stock option activity follows:

7. COMPREHENSIVE INCOME

Comprehensive income is comprised of net income and other comprehensive
income and losses. Other comprehensive income includes certain changes in equity
that are excluded from net income, such as cumulative foreign currency
translation adjustments. Other comprehensive income also includes unrealized
gains and losses on the Company's hedging instruments and unrealized gains and
losses on the Company's marketable securities.

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MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. COMPREHENSIVE INCOME (CONTINUED)
The following table presents the calculation of comprehensive income:

8. RESTRUCTURING PLAN

On April 19, 2002, the Company's Board of Directors approved a corporate
restructuring plan. The plan included the involuntary termination of 37
employees, closing certain leased offices and reducing the size of other leased
offices. All significant activities under the plan were completed as of
December 28, 2002.

As a result of the restructuring plan, the Company recorded pre-tax charges
and related accruals in fiscal 2002 of $1.3 million. The remaining accrual
balances as of December 28, 2002 primarily relate to long-term contractual
obligations from facility commitments that will be paid over six years. The
following table presents the balance of the accrued restructuring charges (in
thousands):

9. CREDIT FACILITIES

In December 2002, the Company completed a renewal of its existing unsecured
$5.0 million working capital credit facility with a domestic bank. The terms of
the facility, which expires December 5, 2003, are substantially the same as that
of the previous facility. The available borrowing base of the facility is
subject to a calculation which is based upon eligible accounts receivable.
Advances may be in the form of loans, letters of credit, foreign exchange
contracts or other cash management lines. Loans against the facility bear
interest at the bank's prime rate. The facility includes certain restrictive
covenants, all of which the Company was in compliance with as of December 28,
2002. These covenants include certain liquidity and profitability measures and
restrictions that limit the ability of the Company to merge, acquire or sell
certain assets without prior approval from the bank. As of December 28, 2002,
the Company had employed $1.7 million of the available borrowing base through
outstanding foreign exchange contracts and letters of credit. These advances do
not incur interest

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MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. CREDIT FACILITIES (CONTINUED)
charges. As of December 28, 2002, there were no loans advanced against the
facility, and the remaining available borrowing base was $2.1 million.

Certain subsidiaries of the Company have established credit facilities with
two separate financial institutions primarily for the purposes of establishing
foreign exchange contracts. Advances against these facilities bear interest at
the institutions' published rates plus 2% per annum. These credit facilities are
unsecured. Advances against these facilities are guaranteed by the Company.
There were no advances against these facilities as of December 28, 2002.

Certain subsidiaries of the Company have established other credit facilities
totaling $84,000 with two separate financial institutions for general working
capital requirements and foreign exchange contracts. Advances against these
facilities bear interest at the institutions' published rates, plus 1.5% per
annum. Advances against these facilities are secured by a $84,000 term deposit
and the assets of a subsidiary of the Company. There were no advances against
these facilities as of December 28, 2002.

10. SEGMENT AND GEOGRAPHIC INFORMATION

The Company is engaged in one reportable industry segment: the development,
marketing and support of software products for the plastic design and
manufacturing industry.

Geographic information regarding the Company's operations follows (in
thousands):

Revenue from unaffiliated customers in Japan for the three months ended
December 28, 2002 and December 29, 2001 was $1.7 million and $1.6 million (20%
and 17% of total revenue), respectively. Revenue from unaffiliated customers in
Japan for the six months ended December 28, 2002 and

10

MOLDFLOW CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)
December 29, 2001 was $3.6 million and $3.5 million (21% and 20% of total
revenue), respectively. Substantially all of the revenue in the Americas region
is derived from the United States.

All of the net fixed assets included in the Americas are located in the
United States.

11. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This Statement is
effective for exit or disposal activities initiated after December 31, 2002.
Management does not believe SFAS No. 146 will have a material impact on its
financial position and results of operations.

12. SUBSEQUENT EVENTS

On January 9, 2003, the Company acquired substantially all of the assets and
the ongoing operations of Controle de Processus Industriels ("CPI"), a French
production monitoring systems company, for approximately $800,000 in cash. The
Company has not yet completed its identification and valuation of the intangible
assets acquired. Preliminarily, the Company expects such intangible assets to
include CPI's existing software technology and products, customer base and
non-compete covenant with CPI's founder. After allocation to the identifiable
assets, any remaining excess of purchase price over the value of assets acquired
will be attributed to goodwill.

On January 29, 2003, the Board of Directors of the Company adopted a
Shareholder Rights Plan and declared a dividend distribution of one preferred
stock purchase right (a "Right") for each outstanding share of the Company's
common stock to shareholders of record as of the close of business on
January 30, 2003. Initially, these rights will not be exercisable and will trade
with the shares of the Company's common stock. Each share of common stock newly
issued after that date also will carry with it one Right. Under the Shareholder
Rights Plan, a Right generally will become exercisable if a person becomes an
"acquiring person" by acquiring 15% or more of the common stock of the Company
or if a person commences a tender offer that could result in that person owning
15% or more of the common stock of the Company. If a person becomes an
"acquiring person," each holder of a Right (other than the acquiring person)
would be entitled to purchase, at the then-current exercise price, such number
of shares of preferred stock which are equivalent to shares of the Company's
common stock having a value of twice the exercise price of the Right. If the
Company is acquired in a merger or other business combination transaction after
any such event, each holder of a Right would then be entitled to purchase, at
the then-current exercise price, shares of the acquiring company's common stock
having a value of twice the exercise price of the Right.

11

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 "Risk Factors
and Important Factors That May Affect Future Results" beginning on page 20.
Readers should not place undue reliance on our forward-looking statements. We do
not undertake any obligation to update any of our forward-looking statements to
reflect events occurring after the date of this report.

BUSINESS OVERVIEW

Our primary business is the development, sale and support of software
applications for the design and manufacture of injection molded plastic parts.
We develop software products internally and through cooperative research
relationships with a number of public and private educational and research
organizations around the world. We categorize our products into two groups,
Design Optimization Solutions and Manufacturing Solutions. Our Design
Optimization Solutions allow a product designer or engineer to simulate the
manufacture of a plastic part to determine the optimal part design and part/mold
combination. Our Design Optimization Solutions include our Moldflow Plastics
Insight ("MPI") series for in-depth mold design and our Moldflow Plastics
Advisers ("MPA") series for part design and high level mold design. Our
Manufacturing Solutions allow plant engineers and managers to automate
production and maintain and optimize manufacturing conditions throughout the
manufacturing process. Our Manufacturing Solutions include three products. Our
Moldflow Plastics Xpert ("MPX") series for production set-up, optimization,
control and monitoring was introduced in fiscal 1999. In fiscal 2001, two
additional products were launched under the Moldflow brand, Shotscope and
EZ-Track. Shotscope is a shop floor product that monitors, analyzes and assists
in the scheduling of injection molding production processes. EZ-Track provides
real-time, plant-wide production monitoring and reporting.

We sell our products and services internationally through our direct sales
operations in 14 countries. We also sell through a network of distributors and
value-added resellers and through distribution arrangements with developers of
other design software products.

In January 2003, we acquired substantially all of the assets and the ongoing
operations of Controle de Processus Industriels ("CPI") for approximately
$800,000 in cash. CPI, based near Paris, provides production monitoring systems
to the French plastics industry.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

The preparation of consolidated financial statements requires estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, management evaluates its estimates and judgments, including
those related to bad debts, inventories, income taxes, intangible assets, and
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making

12

judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.

The accounting policies that we believe are most critical to fully
understand our consolidated financial statements include: revenue recognition;
valuation allowances; acquisition accounting; impairment of intangible assets;
goodwill and other long-lived assets; and hedge accounting. For a more detailed
explanation of the judgments included in these areas, refer to the Company's
Annual Report on Form 10-K for the year ended June 30, 2002.

RESULTS OF OPERATIONS

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.

PRODUCT REVENUE. Typically, our customers pay an up-front, one-time fee for
our products. The amount of the fee depends upon the number and type of software
modules licensed, the associated hardware components and the number of the
customers' employees or other users who can access the software product
simultaneously. Our MPA product is subject to the terms of a "click-wrapped"
software license agreement that is included as part of each customer's
installation process. Revenue for our IMPA product is earned on a pay-per-use
basis and, to date, has not been significant. For sales of our MPI, MPX,
Shotscope and EZ-Track products, we generally require a signed license
agreement. In addition, we receive royalty payments from developers of other
software products related to the bundling of our software with their design
software programs.

SERVICES REVENUE. We also derive revenue from maintenance and support
contracts which require us to provide technical support services to customers
and unspecified product upgrades and enhancements on a when-and-if-available
basis. We also provide consulting and implementation services, training of
customers' employees and material testing services.

COST OF PRODUCT REVENUE. Cost of product revenue consists primarily of the
costs associated with hardware components for our Manufacturing Solutions
products, compact discs and related packaging material, duplication and shipping
costs and the salaries of our distribution personnel. In some cases, we pay
royalties to third parties for usage-based licenses of their products that are
embedded in our products. Product royalties are expensed when the related
obligation arises, which is generally upon the license of our products, and are
included in cost of product revenue. Also included in cost of product revenue is
amortization expense related to capitalized software development costs.

COST OF SERVICES REVENUE. Cost of services revenue consists primarily of
salary, fringe benefit and facility related costs of our maintenance and
support, consulting and training activities and of our material testing
laboratories, and is expensed when incurred. Additionally, from time to time, we
engage outside consultants to meet peaks in customer demand for consulting and
implementation services.

RESEARCH AND DEVELOPMENT. We employ a development staff to develop new
products and enhance our existing products. Product development expenditures,
which include salaries, benefits, travel and facilities costs, are generally
charged to operations as incurred. Statement of Financial Accounting Standards
("SFAS") No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed," requires the capitalization of certain software
development costs subsequent to the establishment of technological feasibility
up to the point of the product's release. Software development costs eligible
for capitalization prior to the first quarter of fiscal 2002 were not
significant. We established technological feasibility of MPI 3.0 in the first
quarter of fiscal 2002 and released the product commercially in November 2001.
In accordance with SFAS No. 86, research and development costs of $602,000 were
capitalized in the six months ended December 29, 2001 related to MPI 3.0. In

13

the second quarter of fiscal 2003, we established technological feasibility of
MPI 4.0 and Shotscope 2.6 resulting in the capitalization of $170,000 of
research and development costs. All such capitalized costs are being amortized
to cost of product revenue over five years, the estimated economic life of the
products.

SELLING AND MARKETING. We sell our products primarily through our direct
sales force and indirect distribution channels. Selling and marketing expenses
consist primarily of salaries, commissions to our sales staff, employee benefits
costs, sales office facilities, travel and promotional events such as trade
shows, advertising, print and web-based collateral materials, and public
relations programs.

GENERAL AND ADMINISTRATIVE. General and administrative expenses include
compensation, routine legal, audit, insurance and other costs of our executive
management, finance, information technology, human resources and administrative
support activities.

AMORTIZATION OF OTHER INTANGIBLE ASSETS. These costs represent the
amortization of other intangible assets recorded in connection with our
acquisitions. These assets include developed technology, customer base and
non-compete agreements.

INTEREST INCOME, NET. Interest income, net includes interest income earned
on invested cash balances, net of our cost of borrowings, including interest
cost incurred on our working capital lines of credit.

OTHER INCOME (LOSS), NET. Other income (loss), net includes realized and
unrealized gains and losses arising from translation of foreign currency
denominated asset and liability balances, recognized gains and losses on our
foreign currency hedging instruments, and other non-operating income and expense
items.

PROVISION FOR INCOME TAXES. Our income tax expense includes federal, state
and foreign income taxes. The determination of our provision for income tax
expense requires significant management judgment regarding forecasts of net
income and tax obligations in the various jurisdictions in which the Company
operates and includes the tax effects of certain items of income and expense
that are reported in differing periods for financial statement and tax return
purposes. Accordingly, our effective tax rate may vary from period to period
based on changes in estimated taxable income or loss, changes to the valuation
allowance, changes to federal, state or foreign tax laws, changes in our
business across different jurisdictions with varying country, state and local
income tax rates, deductibility of certain costs and expenses by jurisdiction
and as a result of acquisitions.

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

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THREE MONTHS ENDED DECEMBER 28, 2002 COMPARED TO THREE MONTHS ENDED DECEMBER 29,
2001

REVENUE. Total revenue decreased 3%, or $242,000, to $8.9 million for the
three months ended December 28, 2002, from $9.2 million for the three months
ended December 29, 2001. In the same period, product revenue decreased 14%, or
$707,000, to $4.2 million from $4.9 million. The following table sets forth our
product revenue by product group:

The decrease in product revenue in the second quarter of fiscal 2003 was a
result of the continued economic slowdown experienced in the markets we address.
Demand for our products is largely driven by the demand for the end products of
our customers. The industries in which many of our customers operate, including
the consumer products, telecommunications and electronics industries have been
among those most severely impacted by the prolonged economic slowdown. As such,
these companies have typically reduced their spending on capital items including
spending on our products. A continuation of this general economic slowdown could
materially and adversely affect us in the future by continuing to decrease our
revenue.

Product revenue from our Design Optimization Solutions for the three months
ended December 28, 2002 decreased $794,000, or 20%, to $3.3 million from
$4.1 million for the three months ended December 29, 2001. Product revenue from
our Manufacturing Solutions for the three months ended December 28, 2002
increased $87,000, or 10%, to $947,000 from $860,000 for the three months ended
December 29, 2001. We believe that the general economic slowdown described above
resulted in fewer investments being made in new product designs and molds,
particularly in the automotive, electronics and consumer markets, which form a
significant part of our customer base, which decreased our Design Optimization
Solutions product revenue. These same economic pressures compel plastic part
manufacturers to seek to reduce costs to improve their profitability. We believe
that this has resulted in the transfer of manufacturing operations to low labor
cost economies and increased use of factory automation solutions to optimize
manufacturing processes and production capacity, which increased market
acceptance of our Manufacturing Solutions products and related product revenue.

We added 87 new customers in the second quarter of fiscal 2003, compared to
89 new customers in the same period of fiscal 2002. Sales to new customers
represented 31% of total product revenues in the second quarter of fiscal 2003,
compared to 35% in the same period of fiscal 2002. We sold 97 seats of Design
Optimization Solutions products and 133 seats of Manufacturing Solutions
products in the second quarter of fiscal 2003, compared to 215 seats and
87 seats, respectively, in the corresponding period of fiscal 2002. Pricing of
individual products within these product families can vary greatly, and the mix
of products sold during a given period can significantly impact our average
sales price per seat. As such, we do not believe that average sales prices per
seat provide a meaningful measure of our business.

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Services revenue increased 11%, or $465,000, to $4.7 million for the three
months ended December 28, 2002, from $4.2 million for the three months ended
December 29, 2001. This increase was primarily in the sale of maintenance
contracts, which is the result of historical growth in our customer base arising
from product license sales.

No customer accounted for more than 10% of the total revenue during the
three-month periods ended December 28, 2002 and December 29, 2001.

COST OF REVENUE. The cost of product revenue decreased 8%, or $62,000, to
$674,000 for the three months ended December 28, 2002, from $736,000 for the
three months ended December 29, 2001. This decrease was primarily attributable
to reduced compensation and other employee expenses resulting from the decrease
in headcount under our April 2002 restructuring plan, reduced product
documentation costs and reduced royalty costs, all partially offset by increased
amortization expenses related to our capitalized product development costs.

We expect that sales of our Manufacturing Solutions will continue to
increase as a percentage of our total product revenues. Since these products
include hardware components and therefore have a higher cost of materials, we
expect our gross margins on product revenue to remain consistent with or to be
slightly lower than the gross margin we experienced on our product revenues in
the quarter ended December 28, 2002.

The cost of services revenue decreased 13%, or $41,000, to $283,000 for the
three months ended December 28, 2002, from $324,000 for the three months ended
December 29, 2001. This decrease was primarily due to reduced compensation
expense resulting from the decrease in headcount under the April 2002
restructuring plan.

RESEARCH AND DEVELOPMENT. Research and development expenses decreased 10%,
or $145,000, to $1.3 million for the three months ended December 28, 2002, from
$1.5 million for the three months ended December 29, 2001. This decrease was
primarily due to the impact of our elimination of 12 technical positions under
our April 2002 restructuring plan. In the three months ended December 29, 2001,
we capitalized $261,000 of research and development costs in accordance with
SFAS No. 86 related to our development of MPI 3.0. In the three months ended
December 28, 2002, we capitalized $170,000 of research and development costs
related to our development of MPI 4.0 and Shotscope 2.6.

SELLING AND MARKETING. Selling and marketing expenses decreased 6%, or
$260,000, to $4.5 million for the three months ended December 28, 2002, from
$4.7 million for the three months ended December 29, 2001. This decrease was
primarily due to the elimination of 17 sales and marketing positions as a part
of the restructuring in April 2002.

GENERAL AND ADMINISTRATIVE. General and administrative expenses of
$1.8 million for the three months ended December 28, 2002 were relatively
unchanged from the three months ended December 29, 2001. Increases in insurance
costs and professional service fees, including the cost of audit and other
accounting services, were offset by the elimination of eight administrative
positions as part of our April 2002 restructuring plan.

AMORTIZATION OF OTHER INTANGIBLE ASSETS. These costs represent the
amortization of other intangible assets recorded in connection with our
acquisitions, including developed technology and protective covenants.
Amortization expense decreased 3%, or $5,000, to $159,000 for the three months
ended December 28, 2002, from $164,000 for the three months ended December 29,
2001.

INTEREST INCOME, NET. Interest income, net decreased 20%, or $69,000, to
$284,000 for the three months ended December 28, 2002 from $353,000 for the
three months ended December 29, 2001. The

16

decrease was primarily the result of declining interest rates and the conversion
of marketable securities to cash and other highly liquid instruments.

OTHER INCOME (LOSS), NET. Net other income (loss) decreased 107%, or
$1.3 million, to a loss of $84,000 for the three months ended December 28, 2002,
from income of $1.2 million for the three months ended December 29, 2001. Net
other income (loss) includes realized and unrealized foreign exchange gains and
losses on intercompany account balances and realized and unrealized gains and
losses on our foreign exchange derivative instruments. The three months ended
December 29, 2001 also included realized gains of $1.1 million on the sale of
certain assets.

PROVISION FOR INCOME TAXES. The provision for income taxes decreased 54%,
or $265,000, to $225,000 for the three months ended December 28, 2002, from
$490,000 for the three months ended December 29, 2001. This decrease is
primarily the result of the overall decrease in net income. However, this
reduction was partially offset by income taxes incurred in certain foreign
jurisdictions which were not offset in the financial statement tax provision by
losses in other jurisdictions.

SIX MONTHS ENDED DECEMBER 28, 2002 COMPARED TO SIX MONTHS ENDED DECEMBER 29,
2001

REVENUE. Total revenue decreased by 1%, or $113,000, to $17.2 million for
the six months ended December 28, 2002, from $17.3 million for the six months
ended December 29, 2001. In the same period, product revenue decreased 11%, or
$1.0 million, to $7.9 million from $8.9 million. The following table sets forth
our product revenue by product group:

The aforementioned economic declines in the industries of our primary
customers, partially offset by increased sales of our Manufacturing Solutions,
resulted in the decrease in total product revenue in the first six months of
fiscal 2003.

We added 154 new customers in the six months ended December 28, 2002,
compared to 206 new customers in the same period of fiscal 2002. Sales to new
customers represented 36% of total product revenue in the six months ended
December 28, 2002, which was unchanged from the same period of fiscal 2002. We
sold 186 seats of Design Optimization Solutions products and 190 seats of
Manufacturing Solutions products in the six months ended December 28, 2002,
compared to 409 seats and 115 seats, respectively, in the corresponding period.

Services revenue increased 11%, or $905,000, to $9.3 million for the six
months ended December 28, 2002, from $8.4 million for the six months ended
December 29, 2001. This was primarily based on the sale of maintenance
contracts, which is the result of historical growth in our customer base arising
from license sales.

17

No customer accounted for more than 10% of the total revenue during the
six-month periods ended December 28, 2002 and December 29, 2001.

COST OF REVENUE. The cost of product revenue increased 2%, or $29,000, to
$1.3 million for the six months ended December 28, 2002. This increase was
primarily attributable to increased sales of our Manufacturing Solutions, which
include hardware components and therefore have a higher cost of materials than
our Design Optimization Solutions. This increase was partially offset by reduced
compensation and other employee costs resulting from our April 2002
restructuring plan.

The cost of services revenue decreased 12%, or $80,000, to $563,000 for the
six months ended December 28, 2002 from $643,000 for the six months ended
December 29, 2001. This decrease was primarily due to reduced compensation
expenses resulting from our April 2002 restructuring plan.

RESEARCH AND DEVELOPMENT. Research and development expenses decreased 2%,
or $55,000, to $2.8 million for the six months ended December 28, 2002. This
decrease was primarily due to the elimination of 12 technical positions pursuant
to our April 2002 restructuring plan, the effects of which were largely offset
by the impact of our capitalization of costs related to software product
development. In the six months ended December 28, 2002, $170,000 of costs were
capitalized in accordance with SFAS No. 86, as compared to $602,000 of costs in
the six months ended December 29, 2001.

SELLING AND MARKETING. Selling and marketing expenses decreased 6%, or
$579,000, to $8.6 million for the six months ended December 28, 2002, from
$9.2 million for the six months ended December 29, 2001. This decrease was a
primarily due to the elimination of 17 sales and marketing positions pursuant to
our April 2002 restructuring plan and, to a lesser extent, a reduction in
spending on marketing programs.

GENERAL AND ADMINISTRATIVE. General and administrative expenses of
$3.5 million for the six months ended December 28, 2002 were relatively
unchanged from the six months ended December 29, 2001. Increases in insurance
costs and professional service fees were offset by the elimination of eight
administrative positions as part of our April 2002 restructuring plan.

AMORTIZATION OF OTHER INTANGIBLE ASSETS. Amortization of other intangible
assets of $318,00 for the six months ended December 28, 2002 was relatively
unchanged from the six months ended December 29, 2001.

INTEREST INCOME, NET. Interest income, net, decreased 33%, or $284,000, to
$571,000 for the six months ended December 2, 2002, from $855,000 for the six
months ended December 29, 2001. The decrease was primarily the result of the
conversion of marketable securities to cash and other highly liquid instruments.

OTHER INCOME (LOSS). Other income (loss) decreased 105%, or $1.3 million,
to a loss of $62,000 for the six months ended December 28, 2002, from
$1.2 million for the six months ended December 29,2001. Net income (loss)
included realized and unrealized foreign exchange gains and losses on
intercompany account balances and realized and unrealized gains and losses on
our foreign exchange derivative instruments. The six months ended December 29,
2001 also included realized gains of $1.1 million on the sale of certain assets.

PROVISION FOR INCOME TAXES. Our provision for income taxes decreased 19%,
or $106,000, to $450,000 for the six months ended December 28, 2002 from
$556,000 for the six months ended December 29, 2001. This decrease is primarily
the result of the overall decrease in net income. However, this reduction was
partially offset by income taxes incurred in certain foreign jurisdictions which
were not offset in the financial statement tax provision by losses in other
jurisdictions.

18

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have financed our operations and met our capital
expenditure requirements primarily through funds generated from operations,
sales of our capital stock and borrowings from lending institutions. As of
December 28, 2002, our primary source of liquidity consisted of our total cash
and cash equivalents balance of $49.2 million. In December 2002, we renewed our
primary $5.0 million, unsecured, working capital credit facility. The available
borrowing base of the facility is subject to a calculation which is based upon
eligible accounts receivable. At December 28, 2002, we had employed
$1.7 million of available borrowings through outstanding foreign exchange
contracts and letters of credit. The remaining available borrowings were
$2.1 million. In addition to our primary working capital line of credit, we also
utilize domestic and foreign banking institutions to provide liquidity to our
subsidiaries. We also have relationships with other banking institutions in
order to facilitate foreign currency and hedging transactions. As of
December 28, 2002, we had no outstanding debt.

Net cash provided by operating activities was $85,000 for the six months
ended December 28, 2002. Cash was generated by net income as adjusted for
non-cash charges, decreases in accounts receivable, inventories, prepaid
expenses and other current assets and an increase in accounts payable, partially
offset by increases in other non-current assets, accrued expenses and deferred
maintenance and support contract revenues. Net cash provided by operating
activities was $2.2 million for the six months ended December 29, 2001. Cash was
generated through net income as adjusted for non-cash charges, and increases in
accounts payable and accrued expenses and decreases in accounts receivable and
prepaid expenses, partially offset by gains realized on the sale of certain
assets and decreases in deferred revenue.

Net cash provided by investing activities was $2.3 million for the six
months ended December 28, 2002. Cash was generated from the proceeds of sales
and maturities of our marketable securities, partially offset by purchases of
fixed assets and the capitalization of certain software development costs. Net
cash provided by investing activities was $11.8 million for the six months ended
December 29, 2001. Cash was generated from the proceeds of sales and maturities
of our marketable securities and proceeds from the sale of certain assets,
offset by purchases of fixed assets and the capitalization of software
development costs.

Net cash of $712,000 was used in financing activities during the three
months ended December 28, 2002, reflecting the impact of the Company's share
repurchase program, under which the Company purchased 194,000 shares of common
stock at a cost of $909,000. In the corresponding period of fiscal 2002, net
cash of $259,000 was used in financing activities, reflecting 50,000 shares of
common stock purchased by the Company under the repurchase program at a cost of
$464,000. In both periods, this use of cash was partially offset by exercises of
stock options, the collection of shareholder loans and proceeds received for
common stock under the Company's Employee Stock Purchase Plan.

We believe that our current cash, cash equivalents, marketable securities
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 twelve
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, 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.

The Company does not have any special purpose entities or off-balance sheet
financing arrangements. The Company's cash commitments, as disclosed in Note 18
to the Company's audited consolidated financial statements, included in our
Annual Report on Form 10-K for the year ending June 30, 2002, have not changed
significantly.

19

RESTRUCTURING

On April 19, 2002, the Company announced a corporate restructuring plan
which included the involuntary termination of 37 employees, closing certain
leased offices and reducing the size of other leased offices. The 37 employees
terminated in fiscal 2002 included 12 technical positions, 17 sales and
marketing positions and 8 administrative positions. During the six months ended
December 28, 2002, cash payments of restructuring obligations included $26,000
of employee severance costs, $58,000 of lease termination costs and $100,000 of
other costs. All of the facility closures and activities to which these charges
relate were completed as of December 28, 2002.

The following table presents the balance of the accrued restructuring
charges (in thousands):

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This Statement is
effective for exit or disposal activities that are initiated after December 31,
2002. Management does not believe SFAS No. 146 will have a material impact on
its financial position and results of operations.

IMPACT OF INFLATION

We believe that our revenue and results of operations have not been
significantly impacted by inflation.

RISK FACTORS AND IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS

You should carefully consider the following risks and uncertainties prior to
making an investment in our common stock. The following risks and uncertainties
may also cause our actual results to differ materially from those contained in
or predicted by our forward-looking statements.

THE EXISTING GENERAL ECONOMIC SLOWDOWN, PARTICULARLY IN OUR END MARKETS, MAY
CONTINUE TO IMPACT OUR RESULTS.

The demand for our products is largely driven by the demand for the products
in our primary end markets. Many of these end markets, particularly the
automotive, telecommunications, and electronics industries have experienced
severe economic declines over the past twelve months which significantly and
adversely affected our business in fiscal 2002 and in the first two quarters of
fiscal 2003. A continuation of this general economic slowdown will materially
and adversely affect us by decreasing our revenue as compared to prior years, as
was the case in the second quarter of fiscal 2003, or by lowering our revenue
growth rates when compared to those experienced prior to fiscal 2002. In
addition, terrorist attacks on the United States and other increased hostilities
around the world are continuing to cause widespread uncertainty and speculation
in the United States and world financial

20

markets. This uncertainty and speculation may result in further economic
contraction and a further suspension of purchasing by our customers.

OUR BUSINESS MODEL AND MARKET FOCUS IS CHANGING AS WE FURTHER DEVELOP AND
EXPLOIT OUR MANUFACTURING SOLUTIONS PRODUCTS.

The development and implementation of a robust set of products in our
Manufacturing Solutions group has required that we devote significant research
and development, marketing and executive level resources to this product family.
Further expenditures of time and effort will be required in order to maximize
the potential of this new set of products. Optimizing sales of this product
group will also require that we capitalize on existing customer synergies
through a common product strategy and that our sales model be effective in
selling both Design Optimization Solutions and Manufacturing Solutions products.
Our results of operations could be adversely affected by significant delays in
developing, completing or shipping our new or enhanced Manufacturing Solutions
products as well as by delays in acceptance of these products by customers.
Acquisition of other businesses may delay the development and completion of our
Manufacturing Solutions products as we seek to integrate newly acquired
technology onto our product platform.

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. We expect to continue to experience significant fluctuations
in our future quarterly results of operations due to a variety of factors, many
of which are outside of our control, including:

- seasonal slowdowns, in particular, in our first fiscal quarter, in many of
the markets in which we sell our products,

- changes in the mix of products and services we provide as sales of our
Manufacturing Solutions products and our services will result in lower
gross margins and a longer selling cycle,

- the timing and magnitude of capital expenditures, including costs relating
to the expansion of our operations and infrastructure and planned program
spending, such as that required for major marketing initiatives or trade
shows,

- introductions of new services or enhancements by us and our competitors
and changes in our and our competitors' pricing policies,

- the timing and magnitude of our tax expense, resulting from the globally
distributed nature of our selling and research and development operations
that may lead to increased taxable income in certain jurisdictions that
may not yet be offset by losses in other tax jurisdictions,

- currency fluctuations, and

- timing and integration of acquisitions.

In addition, like many software companies, we usually record a significantly
larger percentage of our quarterly revenue in the third month of the fiscal
quarter. Accordingly, our quarterly results are often difficult to predict prior
to the final days of the quarter.

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,

21

- 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.

FUTURE MERGERS, ACQUISITIONS AND STRATEGIC RELATIONSHIPS MAY RESULT IN LOST
REVENUE CAUSED BY BUSINESS DISRUPTIONS AND MISSED OPPORTUNITIES CAUSED BY THE
DISTRACTION OF OUR MANAGEMENT.

We may engage in mergers, acquisitions and strategic relationships in the
future. We may not be able to identify suitable candidates, and, if we do
identify suitable candidates, we may not be able to make such business
combinations on commercially acceptable terms or at all. If we merge with or
acquire another company, we will only receive the anticipated benefits if we
successfully integrate any such business into our existing business in a timely
and non-disruptive manner. We may have to devote a significant amount of time
and management and financial resources to do so. Even with this investment of
management and financial resources, a business combination may not produce the
revenues, earnings or business synergies that we anticipated. If we fail to
integrate the target business effectively or if key employees of that business
leave, the anticipated benefits of the transaction would be jeopardized. The
time, capital, management and other resources spent on a business combination
that failed to meet our expectations could cause our business and financial
condition to be materially and adversely affected. In addition, mergers and
acquisitions can involve non-recurring charges and amortization of significant
amounts of acquired identifiable intangible assets that could adversely affect
our results of operations.

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.

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 and elsewhere, 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. In addition, our
Manufacturing Solutions products require interaction with an injection molding
machine, the use and technology of which are subject to a wide variety of
domestic and foreign patents and other intellectual property protection. 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

22

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.

WE MAY LOSE SALES TO COMPETITORS IF WE ARE UNABLE TO PROTECT IMPORTANT
INTELLECTUAL PROPERTY.

Our ability to compete effectively against other companies in our industry
will depend, in part, on our ability to protect our proprietary rights in our
technology. We may be unable to maintain the proprietary nature of our
technology. While we have attempted to safeguard and maintain our proprietary
rights, we do not know whether we have been or will be completely successful in
doing so.

We face the following risks in protecting our intellectual property:

- we cannot be certain that our pending United States and foreign patent
applications will result in issued patents or that the claims allowed are
or will be sufficiently broad to protect our technology,

- third parties may design around our patented technologies or seek to
challenge or invalidate our patented technologies,

- the contractual provisions that we rely on, in part, to protect our trade
secrets and proprietary knowledge may be breached, and we may not have
adequate remedies for any breach and our trade secrets and proprietary
information may be disclosed to the public,

- our trade secrets may also become known without breach of such agreements
or may be independently developed by competitors,

- foreign countries, including some of those in which we do business, may
reduce or limit the protection of our intellectual property rights, and

- the cost of enforcing the protection of our intellectual property rights
may reduce our future profitability.

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. Similarly, the
majority of our revenues are derived from customers outside the United States
and certain intellectual property is owned by subsidiary companies located
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,

- decreased earnings based on changes in tax regulations in foreign
jurisdictions or the timing of required tax payments in foreign
jurisdictions that may not yet be offset by losses in other jurisdictions,

- 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.

23

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

DISRUPTION OF OPERATIONS AT OUR DEVELOPMENT FACILITIES COULD INTERFERE WITH
OUR PRODUCT DEVELOPMENT AND PRODUCTION CYCLES.

A significant portion of our computer equipment, source code and personnel,
including critical resources dedicated to research and development, are
presently located at operating facilities in Australia, the United States and
Europe. The occurrence of a natural disaster or other unanticipated catastrophe
at any of these facilities could cause interruptions in our operations and
services. Extensive or multiple interruptions in our operations at our
development facilities could severely disrupt our product development.

OUR MANUFACTURING SOLUTIONS PRODUCTS MAY LEAD TO PRODUCT LIABILITY CLAIMS
AGAINST US.

Our Manufacturing Solutions products are installed directly on our
customers' injection molding machines and, in certain cases, automatically
adjust the operation of these machines. As a result, it is possible that our
customers may claim that our product interfered with the proper operation of
their machines and may seek reimbursement for consequential and other damages
from us. Although we expressly disclaim any liability for consequential or other
damages in connection with our sale of these products, this disclaimer may not
protect us from claims for damages from our customers and these claims may
adversely affect our relationships with our customers or our reputation
generally. In addition, our insurance coverage limits may not be adequate to
protect us against any product liability claims that arise. This insurance is
expensive and may not be available on acceptable terms, or at all.

OUR STOCK PRICE IS HIGHLY VOLATILE AND OUR STOCK PRICE COULD EXPERIENCE
SUBSTANTIAL DECLINES AND OUR MANAGEMENT'S ATTENTION MAY BE DIVERTED FROM MORE
PRODUCTIVE TASKS.

The stock market has experienced extreme price and volume fluctuations. In
addition, the per share price of our common stock has experienced significant
volatility in the past twelve months. Many factors may cause the market price
for our common stock to decline, including:

- revenues and operating results failing to meet the expectations of
securities analysts or investors in any quarter,

- downward revisions in securities analysts' estimates or changes in general
market conditions,

- changes in our senior management personnel,

- distribution or sale of shares of Moldflow stock by insiders or affiliated
persons,

- technological innovations by competitors or in competing technologies,

- a decrease in the demand for our common stock,

- investor perception of our industry or our prospects, and

- general technology or economic trends.

In the past, companies that have experienced volatility in the market price
of their stock have been the subjects of securities class action litigation. We
may be involved in securities class action litigation

24

in the future. Such litigation often results in substantial costs and a
diversion of management's attention and resources and could harm our business,
financial condition and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We develop our products in research centers in Australia, Europe 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, political climate
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. We engage in hedging transactions
designed to reduce our exposure to changes in currency exchange rates. We cannot
assure you, however, that any efforts we make to hedge our exposure to currency
exchange rate changes will be successful.

We invest our excess cash balances in highly liquid, interest bearing
instruments. These instruments expose us to interest rate risk and, as a result,
changes in interest rates from time to time may affect our operating results.
These instruments, along with our accounts receivable, also potentially expose
us to credit risk. Our investments are limited to high grade corporate debt
securities, government issued debt, municipal debt securities, money market
funds, and similar high quality instruments to mitigate this credit risk. The
credit risk associated with accounts receivable is minimal due to the large
number of customers and their broad dispersion over geographic regions and
industries.

ITEM 4. CONTROLS AND PROCEDURES

(a.) Evaluation of disclosure controls and procedures

As required by new Rule 13a-15 under the Securities Exchange Act of 1934,
within the 90 days prior to the date of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. In designing and evaluating our disclosure controls and procedures,
we and our management recognize that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives, and our management necessarily was required to
apply its judgment in evaluating and implementing possible controls and
procedures. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that they believe that, as of the date of
completion of the evaluation, our disclosure controls and procedures were
reasonably effective to ensure that information required to be disclosed by us
in the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. In connection with the new rules, we will
continue to review and document our disclosure controls and procedures,
including our internal controls and procedures for financial reporting, on an
ongoing basis, and may from time to time make changes aimed at enhancing their
effectiveness and to ensure that our systems evolve with our business.

(b.) Changes in internal controls

None.

25

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 19, 2002, the Company held its Annual Meeting of Stockholders.
The stockholders voted, either in person or by proxy, to elect one Class III
Director for a three-year term and to amend the Company's 2000 Stock Option and
Incentive Plan to increase the number of shares available for issuance by
1,500,000. The results of the stockholder vote were as follows:

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: AMENDMENT OF 2000 STOCK OPTION AND INCENTIVE PLAN

FOR:............................................... 4,788,988
AGAINST:........................................... 1,617,494
ABSTAIN:........................................... 38,298
NO-VOTE............................................ 1,980,999

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a.) Exhibits:

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

* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this form.

(b.) Reports on Form 8-K
None.

26

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.

MOLDFLOW CORPORATION

By: /s/ A. ROLAND THOMAS
-----------------------------------------
A. Roland Thomas
PRESIDENT AND CHIEF EXECUTIVE OFFICER

MOLDFLOW CORPORATION

By: /s/ SUZANNE E. ROGERS MACCORMACK
-----------------------------------------
Suzanne E. Rogers MacCormack
EXECUTIVE VICE PRESIDENT OF FINANCE AND
ADMINISTRATION AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Date: February 7, 2003

27

CERTIFICATIONS

I, A. Roland Thomas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Moldflow
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls;

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: February 7, 2003

/s/ A. ROLAND THOMAS
- ---------------------------------------------------
A. Roland Thomas, President and Chief Executive Officer

28

I, Suzanne E. Rogers MacCormack, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Moldflow
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls;

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: February 7, 2003

/s/ SUZANNE E. ROGERS MACCORMACK
- --------------------------------------------------
Suzanne E. Rogers MacCormack, Executive Vice President of
Finance and Administration and Chief Financial Officer