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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the Quarterly Period Ended March 31, 2004



OR



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



For the Transition Period From  To



Commission File Number: 000-49809



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INTERVIDEO, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3300070                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



46430 Fremont Blvd.,
Fremont, CA 94538

(Address of principal executive offices, Zip Code)



(510)-651-0888

(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.    YesxNo ̈



Indicate by check mark
whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



On May 3, 2004, the Registrant had 13,487,514 shares of common stock outstanding, par value per share $0.001.



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##### Table of Contents

INTERVIDEO, INC.



TABLE OF CONTENTS



|                              |  |                                                                                                        |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | ----
|                              |  |                                                                                                        |  | Page
|PART I.
FINANCIAL INFORMATION |  |                                                                                                       
|                              |  |                                                                                                       
|Item 1.                       |  | Financial Statements (unaudited):                                                                      |  |     
|                              |  | (a) Condensed Consolidated Balance Sheets at March 31, 2004 and December 31, 2003                      |  | 3   
|                              |  | (b) Condensed Consolidated Statements of Income for the three months ended March 31, 2004 and 2003     |  | 4   
|                              |  | (c) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 |  | 5   
|                              |  | (d) Notes to Condensed Consolidated Financial Statements                                               |  | 6   
|                              |  |                                                                                                       
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 17  
|                              |  |                                                                                                       
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  | 38  
|                              |  |                                                                                                       
|Item 4.                       |  | Controls and Procedures                                                                                |  | 39  
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                       
|                              |  |                                                                                                       
|Item 2.                       |  | Change in Securities and Use of Proceeds                                                               |  | 40  
|                              |  |                                                                                                       
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                       |  | 41  
|                              | 
|Signatures                    |  | 42                                                                                                    



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##### Table of Contents

INTERVIDEO, INC.



PART 1  FINANCIAL INFORMATION



ITEM 1  FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

(Unaudited)



|                                                                                                                         |  |                |        |   |                  |   |        |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------ | - | ---------------- | - | ------ | -
|                                                                                                                         |  | March 31, 2004 |        |   | December 31,2003 |  
|ASSETS                                                                                                                   |  |                |        |   |                  |   |        |  
|Current assets:                                                                                                          |  |                |        |   |                  |   |        |  
|Cash and cash equivalents                                                                                                |  | $              | 18,738 |   |                  | $ | 46,875 |  
|Short-term investments                                                                                                   |  |                | 52,260 |   |                  |   | 22,862 |  
|Accounts receivable, net of allowance for doubtful accounts of $184 and $254, respectively                               |  |                | 9,518  |   |                  |   | 5,515  |  
|Deferred tax assets                                                                                                      |  |                | 1,677  |   |                  |   | 1,543  |  
|Prepaid expenses and other current assets                                                                                |  |                | 2,247  |   |                  |   | 2,468  |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Total current assets                                                                                                     |  |                | 84,440 |   |                  |   | 79,263 |  
|                                                                                                                         |  |               
|Property and equipment, net                                                                                              |  |                | 2,440  |   |                  |   | 2,241  |  
|Goodwill                                                                                                                 |  |                | 1,018  |   |                  |   | 1,018  |  
|Other purchased intangible assets                                                                                        |  |                | 233    |   |                  |   | 283    |  
|Deferred tax assets                                                                                                      |  |                | 4,685  |   |                  |   | 4,685  |  
|Other assets                                                                                                             |  |                | 438    |   |                  |   | 429    |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Total assets                                                                                                             |  | $              | 93,254 |   |                  | $ | 87,919 |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |  |                |        |   |                  |   |        |  
|Current liabilities:                                                                                                     |  |                |        |   |                  |   |        |  
|Accounts payable                                                                                                         |  | $              | 950    |   |                  | $ | 1,039  |  
|Accrued liabilities                                                                                                      |  |                | 10,796 |   |                  |   | 9,503  |  
|Income taxes payable                                                                                                     |  |                | 2,003  |   |                  |   | 1,539  |  
|Deferred revenue                                                                                                         |  |                | 3,665  |   |                  |   | 3,422  |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Total current liabilities                                                                                                |  |                | 17,414 |   |                  |   | 15,503 |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Stockholders equity:                                                                                                    |  |                |        |   |                  |   |        |  
|                                                                                                                         |  |               
|Common stock, $0.001 par value: 150,000 shares authorized; 13,463 and 12,970 shares issued and outstanding, respectively |  |                | 13     |   |                  |   | 13     |  
|Additional paid-in capital                                                                                               |  |                | 76,874 |   |                  |   | 76,283 |  
|Notes receivable from stockholders                                                                                       |  |                | (915   | ) |                  |   | (905   | )
|Deferred stock-based compensation                                                                                        |  |                | (353   | ) |                  |   | (531   | )
|Accumulated other comprehensive loss                                                                                     |  |                | (61    | ) |                  |   | (123   | )
|Retained earnings (accumulated deficit)                                                                                  |  |                | 282    |   |                  |   | (2,321 | )
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Total stockholders equity                                                                                               |  |                | 75,840 |   |                  |   | 72,416 |  
|                                                                                                                         |  |                |        |   |                  |   |        |  
|Total liabilities and stockholders equity                                                                               |  | $              | 93,254 |   |                  | $ | 87,919 |  
|                                                                                                                         |  |                |        |   |                  |   |        |  



The accompanying Notes
to Condensed Consolidated Financial Statements are an integral part of these financial statements.



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##### Table of Contents

INTERVIDEO, INC.



PART 1  FINANCIAL INFORMATION



Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(Unaudited)



|                                                                                                             |  |                             |        |   |      |   |       
|------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------
|                                                                                                             |  | Three months endedMarch 31,
|                                                                                                             |  | 2004                        |        |   | 2003
|Revenue                                                                                                      |  | $                           | 18,821 |   |      | $ | 13,373
|Cost of revenue                                                                                              |  |                             | 7,935  |   |      |   | 5,435 
|                                                                                                             |  |                             |        |   |      |   |       
|Gross profit                                                                                                 |  |                             | 10,886 |   |      |   | 7,938 
|                                                                                                             |  |                            
|Operating expenses:                                                                                          |  |                             |        |   |      |   |       
|Research and development                                                                                     |  |                             | 2,288  |   |      |   | 1,714 
|Sales and marketing                                                                                          |  |                             | 2,759  |   |      |   | 2,275 
|General and administrative                                                                                   |  |                             | 1,704  |   |      |   | 953   
|Stock-based compensation(1)                                                                                  |  |                             | 75     |   |      |   | 333   
|                                                                                                             |  |                             |        |   |      |   |       
|Total operating expenses                                                                                     |  |                             | 6,826  |   |      |   | 5,275 
|                                                                                                             |  |                             |        |   |      |   |       
|Income from operations                                                                                       |  |                             | 4,060  |   |      |   | 2,663 
|                                                                                                             |  |                            
|Other income, net                                                                                            |  |                             | 173    |   |      |   | 88    
|                                                                                                             |  |                             |        |   |      |   |       
|Income before income taxes                                                                                   |  |                             | 4,233  |   |      |   | 2,751 
|Provision for income taxes                                                                                   |  |                             | 1,630  |   |      |   | 1,143 
|                                                                                                             |  |                             |        |   |      |   |       
|Net income                                                                                                   |  | $                           | 2,603  |   |      | $ | 1,608 
|                                                                                                             |  |                             |        |   |      |   |       
|Net income per share:                                                                                        |  |                             |        |   |      |   |       
|Basic                                                                                                        |  | $                           | 0.20   |   |      | $ | 0.63  
|                                                                                                             |  |                             |        |   |      |   |       
|Diluted                                                                                                      |  | $                           | 0.17   |   |      | $ | 0.13  
|                                                                                                             |  |                             |        |   |      |   |       
|Number of shares used in net income per share calculation:                                                   |  |                             |        |   |      |   |       
|Basic                                                                                                        |  |                             | 13,217 |   |      |   | 2,541 
|                                                                                                             |  |                             |        |   |      |   |       
|Diluted                                                                                                      |  |                             | 15,354 |   |      |   | 12,112
|                                                                                                             |  |                             |        |   |      |   |       
|                                                                                                             |  |                             |        |   |      |   |       
|(1)    Stock-based compensation expense is allocated among the operating expense classifications as
follows:
|                                                                                                             | 
|                                                                                                             |  | Three months endedMarch 31,
|                                                                                                             |  | 2004                        |        |   | 2003
|Research and development                                                                                     |  | $                           | 41     |   |      | $ | 111   
|Sales and marketing                                                                                          |  |                             | (13    | ) |      |   | 115   
|General and administrative                                                                                   |  |                             | 47     |   |      |   | 107   
|                                                                                                             |  |                             |        |   |      |   |       
|Total stock-based compensation expenses                                                                      |  | $                           | 75     |   |      | $ | 333   
|                                                                                                             |  |                             |        |   |      |   |       



The accompanying Notes
to Condensed Consolidated Financial Statements are an integral part of these financial statements.



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##### Table of Contents

INTERVIDEO, INC.



PART 1  FINANCIAL INFORMATION



Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)



|                                                                                  |  |                             |         |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                  |  | Three months endedMarch 31, |        
|                                                                                  |  | 2004                        |         |   | 2003 |  
|Cash flows from operating activities:                                             |  |                             |         |   |      |   |        |  
|Net income                                                                        |  | $                           | 2,603   |   |      | $ | 1,608  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         |   |      |   |        |  
|Depreciation and amortization                                                     |  |                             | 266     |   |      |   | 227    |  
|Deferred taxes                                                                    |  |                             | (133    | ) |      |   | (6     | )
|Stock-based compensation                                                          |  |                             | 75      |   |      |   | 333    |  
|Provision for doubtful accounts                                                   |  |                             | (70     | ) |      |   | (48    | )
|Loss from disposal of property and equipment                                      |  |                             |        |   |      |   | 2      |  
|Interest income on notes receivable from stockholders                             |  |                             | (10     | ) |      |   | (10    | )
|Changes in operating assets and liabilities:                                      |  |                             |         |   |      |   |        |  
|Accounts receivable                                                               |  |                             | (3,929  | ) |      |   | (654   | )
|Prepaid expenses and other current assets                                         |  |                             | 225     |   |      |   | (952   | )
|Other assets                                                                      |  |                             | (8      | ) |      |   | (12    | )
|Accounts payable                                                                  |  |                             | (95     | ) |      |   | 279    |  
|Deferred revenue                                                                  |  |                             | 241     |   |      |   | 412    |  
|Accrued liabilities and income taxes payable                                      |  |                             | 1,749   |   |      |   | 1,083  |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                             | 914     |   |      |   | 2,262  |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash flows from investing activities:                                             |  |                             |         |   |      |   |        |  
|Purchases of property and equipment                                               |  |                             | (407    | ) |      |   | (106   | )
|Purchases of short-term investments                                               |  |                             | (44,352 | ) |      |   | (1,402 | )
|Proceeds from maturities of short-term investments                                |  |                             | 14,985  |   |      |   | 637    |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash used in investing activities                                             |  |                             | (29,774 | ) |      |   | (871   | )
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash flows from financing activities:                                             |  |                             |         |   |      |   |        |  
|Proceeds from issuance of common stock under stock option plans                   |  |                             | 695     |   |      |   | 2      |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash provided by financing activities                                         |  |                             | 695     |   |      |   | 2      |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Effect of change in exchange rates on cash and cash equivalents                   |  |                             | 28      |   |      |   | (12    | )
|                                                                                  |  |                             |         |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                              |  |                             | (28,137 | ) |      |   | 1,381  |  
|                                                                                  |  |                            
|Cash and cash equivalents, beginning of period                                    |  |                             | 46,875  |   |      |   | 17,137 |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                           | 18,738  |   |      | $ | 18,518 |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Supplementary disclosures of non-cash investing and financing activities:         |  |                             |         |   |      |   |        |  
|Deferred stock-based compensation, net of cancellation adjustments                |  | $                           | (103    | ) |      | $ | 1      |  
|Unrealized gain on available-for-sale investments                                 |  |                             | (32     | ) |      |   | (12    | )
|                                                                                  |  |                            
|Supplementary disclosure:                                                         |  |                             |         |   |      |   |        |  
|Income tax payments, net of refunds                                               |  | $                           | 600     |   |      | $ | 650    |  



The accompanying Notes
to Condensed Consolidated Financial Statements are an integral part of these financial statements.



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##### Table of Contents

INTERVIDEO, INC.



PART 1  FINANCIAL INFORMATION



Notes to Condensed Consolidated Financial Statements

(unaudited)



Note 1. Organization and Business



InterVideo, Inc. (InterVideo or the Company) is a
provider of DVD software. The Company has developed a technology platform from which it has created a broad suite of integrated multimedia software products. These products span the digital video cycle by allowing users to capture, edit, author,
distribute, burn and play digital video. The Company has historically derived nearly all of its revenue from sales of its WinDVD product, a software DVD player for personal computers (PCs) to PC original equipment manufacturers
(OEMs). Other products include WinDVD Creator, InterVideo Home Theater, InterVideo DVD Copy and Linux-based versions of its DVD and DVR software designed for Linux-based PCs and consumer electronic (CE) devices.



The Companys software is bundled with products sold by PC OEMs. The
Company sells its products to PC OEMs, CE manufacturers and PC peripherals manufacturers worldwide. In addition, the Company sells products through retail channels and directly to consumers through its websites.



Note 2. Summary of Significant Accounting Policies:



Basis of presentation



The accompanying condensed consolidated financial statements include the
accounts of InterVideo, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.



The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. In the
opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of this interim information have been included.



The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 2003, and notes thereto, included in InterVideos 2003 Annual Report on Form 10-K.



Reclassifications



Certain reclassifications have been made in the prior periods financial statements to conform to the current presentation. Such reclassification had
no impact on previously reported net income or stockholders equity.



Use of estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company based its estimates and assumptions on historical
experience and on various other assumptions believed to be applicable and evaluates them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could materially differ from these estimates.



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INTERVIDEO, INC.



Foreign currency translation



The functional currency of the Companys subsidiaries is the local
currency. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rate at the applicable balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period. The
effects of these translation adjustments are recorded in accumulated other comprehensive income as a separate component of stockholders equity. Exchange gains or losses arising from transactions denominated in a currency other than the
functional currency of an entity are included in other income, net and have not been significant to the Companys operating results in any periods presented.



Fair value of financial instruments



The fair value of the Companys cash, cash equivalents, short-term investments, accounts receivable and accounts
payable approximate their respective carrying amounts due to their relatively short-term maturities.



Cash and cash equivalents



The Company considers all highly liquid investments with an original maturity of three months or less, at the date of purchase, to be cash equivalents.



Short-term investments



Short-term investments consist principally of US treasury and federal agency
notes, state and municipal notes/bonds, corporate bonds and certificates of deposit. The Company currently classifies all investment securities as available-for-sale. Securities classified as available-for-sale are required to be reported at fair
value with unrealized gains and losses excluded from earnings and included in other comprehensive income.



Property and equipment



Property and equipment are recorded at cost less accumulated depreciation or amortization. Depreciation is calculated using the straight-line method based
on estimated useful lives of between three and seven years. Leasehold improvements are amortized over the lesser of the lease terms or the estimated useful lives of the improvements. Expenditures for maintenance and repairs are charged to expense as
incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts, and the gain or loss is reflected in the condensed consolidated statements of income.



Intangible assets and goodwill



Other purchased intangible assets are recorded at cost less accumulated
amortization. Amortization is computed on intangible assets with definite useful lives using straight-line method over five years.



Goodwill is not amortized but is tested for impairment, at least annually.



Impairment of long-lived assets, other purchased intangibles and goodwill



The Company evaluates the carrying value of long-lived assets to be held and
used, periodically and when events and circumstances warrant a review. The carrying value of an asset is considered impaired when the anticipated undiscounted cash flow from such an asset is less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds its fair value. Fair value is determined using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are
determined in a similar manner except that fair values are reduced by the cost to dispose of such assets.



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INTERVIDEO, INC.



The Company tests goodwill for impairment at the reporting unit level at least annually and more
frequently upon the occurrence of certain events, as defined by SFAS 142. Consistent with the Companys determination that it has only one operating segment, the Company has determined that it has only one reporting unit. Goodwill is tested for
impairment annually, in the fourth quarter, in a two-step process. First, the Company determines if the carrying amount of its reporting unit exceeds the fair value of the reporting unit, which would indicate that goodwill may be
impaired. If the Company determines that goodwill may be impaired, the Company compares the implied fair value of the goodwill, as defined by SFAS 142, to its carrying amount to determine if there is an impairment loss.



Revenue recognition



The Companys revenue is derived from fees paid under software licenses
granted primarily to OEMs, distributors and directly to end users. The Company records revenue generated from these sales in accordance with SOP 97-2, Software Revenue Recognition, as amended, under which revenue is recognized when
evidence of an arrangement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectibility is probable.



Under the terms of the Companys license agreements with the OEMs, the OEMs are entitled only to unspecified upgrades on a when and if available
basis, prior to sell through to end users. Under the terms of the Companys revenue recognition policy, the Company recognizes revenue based on evidence of products being sold by the OEMs. The Company does not typically have any obligation to
provide upgrades to the OEMs customers. Accordingly, the Company does not defer any revenue as the Company no longer has any obligations once an OEMs products have been shipped to an end customer. Under certain other agreements, the
Company defers the recognition of OEM revenue due to ongoing obligations in association with upgrade rights to end users or significant post-contract support (PCS) provided to end users. Depending on the specific contractual obligation,
the Company recognizes this revenue over a period of one to three years.



Under the terms of the OEM license agreements, each OEM will qualify the Companys software on their hardware and software configurations. Once the software has been qualified, the OEM will begin to ship products
and report sales to the Company, at which point revenue will be recorded. The OEM will have the right to return the software prior to qualification. Once it has been shipped, the OEM does not have a right of return. Therefore, the Company does not
maintain a returns reserve related to OEM sales. Under the terms of the Companys OEM license agreements, the OEM has certain inspection and acceptance rights. These rights lapse once the product has been qualified and the shipment reported to
us. Therefore, these acceptance rights do not impact the amounts or timing of revenue recognition.



Most OEMs pay a license fee based on the number of copies of licensed software included in the products sold to their customers. These OEMs pay fees on a
per-unit basis, and the Company records associated revenue when it receives notification of the OEMs sales of the licensed software to end users. The terms of the license agreements generally require the OEMs to notify the Company of sales of
their products within 30 to 45 days after the end of the month or quarter in which the sales occur. As a result, the Company generally recognizes revenue in the month or quarter following the sale of the product to the OEMs customers.



A small number of OEMs that sell PC components place orders
with the Company for a fixed quantity of units at a fixed price. In such cases, qualification of the Companys product is not required, and these OEMs have no rights to upgrades or returns. The Company generally recognizes revenue upon shipment
to these OEMs.



In addition to the per unit license fees
discussed above, certain OEM agreements also include prepaid license fees and/or non-recurring engineering (NRE) service fees primarily for porting the Companys software to the OEMs hardware and software configurations. The
prepaid license fees are typically recognized based on either a straight-line amortization over the prepayment period or based on actual shipments, whichever is greater. The NRE service fees are recognized using the percentage-of-completion method.
However, some OEM agreements also provide the OEM with rights to free post contract support (PCS), including unspecified future software upgrades. PCS is typically not available to the OEMs end users. The Company has established
vendor specific objective evidence (VSOE) of fair value for PCS



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INTERVIDEO, INC.



for end customer support on a limited number of products sold to OEMs in Japan. On these arrangements, the Company
uses the residual method to account for the allocation between the license revenue. The allocated license revenue is recognized in full upon delivery where the only undelivered element of the agreement is PCS, and the allocated PCS is recognized
over the period of the PCS obligation. In all other agreements where we have sold PCS in which we have not been able to establish a VSOE of fair value for PCS or where there are additional undelivered elements such as NRE fees, the Company defers
all of the revenue until the NRE services are accepted and the only undelivered element is PCS. Once the only undelivered element is PCS the Company will recognize the entire agreement over the PCS period.



End-user sales are made directly through the Companys websites. The
Company does not offer specified upgrade rights to any class of customer, and there are no unspecified upgrade rights associated with end-user sales. The Company recognizes revenue from sales through its websites upon delivery of product and the
receipt of payment by means of an authorized credit card. End users who purchase our software from our websites have limited rights of return for products they have purchased in the previous 14 days, which we currently reserve for using a 30-day
sales return reserve based upon historical return percentages.



Certain distributors and retailers, primarily in Japan, have limited rights to return product that was purchased in the previous six-months. These distributors have no rights to product upgrades. The Company generally recognizes revenue,
net of contractually obligated return rights, upon shipment to these distributors and retailers. Other distributors and retailers, primarily in the United States and Europe, have unlimited rights of return. The Company generally recognizes revenue
upon receipt of evidence that the distributors and retailers have sold the Companys products through to end users.



Certain customer agreements call for the payment by the Company of marketing development funds, co-operative advertising fees, rebates or similar charges.
The Company accounts for such fees as a reduction in revenue, unless there is an identifiable benefit and the fair value of the charges can be reasonably estimated. Commissions paid to third-party sales representatives are included in sales and
marketing expenses.



Cost of revenue



Cost of revenue consists primarily of licensed royalties, cost of
settlement of intellectual property matters, expenses incurred to manufacture, package and distribute the Companys software products, the amortization of developed technology and costs associated with end-user PCS. Licensed royalties consist
of royalties paid or accrued for payment to third parties for technology incorporated into the Companys products. In general, the amount of royalties depends on the number of the Companys product units sold and the royalty rates
associated with the third-party technology incorporated into those products. Cost of settlement of intellectual property matters consists of amounts that the Company has agreed to pay to third parties in settlement of alleged infringement of certain
patented technology used in the Companys and its customers products, and accruals for royalties related to the Companys usage of technologies under patent where no agreement exists.



End-user PCS costs include the costs associated with answering end-user
customer inquires and providing telephone assistance to end users of the Companys products. The Company does not defer the recognition of any revenue associated with sales to end users, because no upgrades are provided and PCS is provided
within 90 days after the associated revenue is recognized. Certain product costs associated with sales through retailers are deferred until the corresponding revenue has been recognized.



Software development costs



Under SFAS 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, costs
incurred in the research and development of software are expensed as incurred until technological feasibility has been established. Software development costs incurred subsequent to the establishment of technological feasibility through the period
of general marketability of the products are capitalized. The Company defines establishment of technological feasibility as the completion of a working model. The establishment of technological feasibility and the ongoing assessment of
recoverability of these costs require considerable judgment by management. Because the period of time between



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development of a working model and the products general release is short, amounts that were capitalizable under
SFAS 86 were insignificant, and therefore no costs have been capitalized to date.



Net income per share



Basic net income per share is calculated by dividing net income for the period by the weighted average common shares outstanding during the period, less
shares subject to repurchase. Diluted net income per share is calculated by dividing the net income for the period by the weighted average shares outstanding, adjusted for all potential common shares, which include shares issuable upon the exercise
of outstanding common stock options, convertible preferred stock and other contingent issuances of common stock to the extent these shares are dilutive.



A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows (in thousands, except
per share amounts):



|                                                                |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                |  | Three Months endedMarch 31, |       
|                                                                |  | 2004                        |        |   | 2003 |  
|Numerator:                                                      |  |                             |        |   |      |   |        |  
|Net income                                                      |  | $                           | 2,603  |   |      | $ | 1,608  |  
|                                                                |  |                             |        |   |      |   |        |  
|Denominator:                                                    |  |                             |        |   |      |   |        |  
|Basic:                                                          |  |                             |        |   |      |   |        |  
|Weighted average common shares outstanding                      |  |                             | 13,273 |   |      |   | 2,644  |  
|Less: weighted average shares subject to repurchase             |  |                             | (56    | ) |      |   | (103   | )
|                                                                |  |                             |        |   |      |   |        |  
|Denominator for basic calculation                               |  |                             | 13,217 |   |      |   | 2,541  |  
|                                                                |  |                             |        |   |      |   |        |  
|Net income per share - Basic                                    |  | $                           | 0.20   |   |      | $ | 0.63   |  
|                                                                |  |                             |        |   |      |   |        |  
|Diluted:                                                        |  |                             |        |   |      |   |        |  
|Weighted average common shares outstanding                      |  |                             | 13,273 |   |      |   | 2,644  |  
|Weighted average dilutive effect of convertible preferred stock |  |                             |       |   |      |   | 6,949  |  
|Weighted average dilutive effect of common stock options        |  |                             | 2,081  |   |      |   | 2,519  |  
|                                                                |  |                             |        |   |      |   |        |  
|Denominator for diluted calculation                             |  |                             | 15,354 |   |      |   | 12,112 |  
|                                                                |  |                             |        |   |      |   |        |  
|Net income per share  Diluted                                  |  | $                           | 0.17   |   |      | $ | 0.13   |  
|                                                                |  |                             |        |   |      |   |        |  



Stock-based
compensation expenses



The Company accounts for
stock-based compensation to employees under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related
interpretations, and the disclosure requirements SFAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure, an amendment of SFAS 123, Accounting for Stock-Based Compensation. No stock-based
compensation expense is recorded for options granted where the exercise price equals or exceeds the market price of the underlying stock on the date of grant in accordance with the provisions of APB 25.



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The following table illustrates the effect on net income and net income per share had the Company
applied the fair value recognition provisions of SFAS 123 to stock-based compensation to employees.



|                                                                                                                        |  |                             |        |   |      |   |       |  
|----------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ----- | -
|                                                                                                                        |  | Three months endedMarch 31, |       
|(in thousands, except per share amounts)                                                                                |  | 2004                        |        |   | 2003 |  
|Net income, as reported                                                                                                 |  | $                           | 2,603  |   |      | $ | 1,608 |  
|Add:       Stock-based employee compensation expenses included in reported net income,net of related
tax effects        |  |                             | 75     |   |      |   | 333   |  
|Deduct:  Total stock-based employee compensation expenses determined under fair value method,net of related tax
effects |  |                             | (1,081 | ) |      |   | (675  | )
|                                                                                                                        |  |                             |        |   |      |   |       |  
|Pro forma net income                                                                                                    |  | $                           | 1,597  |   |      | $ | 1,266 |  
|                                                                                                                        |  |                             |        |   |      |   |       |  
|Net income per share                                                                                                    |  |                             |        |   |      |   |       |  
|Basic  as reported                                                                                                     |  | $                           | 0.20   |   |      | $ | 0.63  |  
|                                                                                                                        |  |                             |        |   |      |   |       |  
|Basic  pro forma                                                                                                       |  | $                           | 0.12   |   |      | $ | 0.49  |  
|                                                                                                                        |  |                             |        |   |      |   |       |  
|Diluted  as reported                                                                                                   |  | $                           | 0.17   |   |      | $ | 0.13  |  
|                                                                                                                        |  |                             |        |   |      |   |       |  
|Diluted  pro forma                                                                                                     |  | $                           | 0.10   |   |      | $ | 0.10  |  
|                                                                                                                        |  |                             |        |   |      |   |       |  



The weighted average
fair values of options granted to employees in the three months period ended March 31, 2004 and 2003 are summarized in the following table, and were estimated on the date of grant using the Black-Scholes option pricing model with the following
assumptions:



|                                                            |  |                             |         |   |      |   |         |  
|----------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                            |  | Three months endedMarch 31, |        
|                                                            |  | 2004                        |         |   | 2003 |  
|Weighted average fair value of options granted to employees |  | $                           | 10.62   |   |      | $ | 9.77    |  
|                                                            |  |                            
|Black-Scholes model assumptions:                            |  |                             |         |   |      |   |         |  
|Risk-free interest rate                                     |  |                             | 2.17    | % |      |   | 2.08    | %
|Expected life of the option                                 |  |                             | 4 years |   |      |   | 4 years |  
|Dividend yield                                              |  |                             | 0       | % |      |   | 0       | %
|Volatility                                                  |  |                             | 87.5    | % |      |   | 90.0    | %



As the Black-Scholes
option valuation model requires the input of subjective assumptions, the resulting pro forma compensation cost may not be representative of that to be expected in future periods. The Company used the minimum value method to determine the fair value
of options granted prior to its initial filing for IPO in January 2002 of a registration statement under the Securities Act of 1933 relating to an initial public offering of the Companys common stock. This method does not consider the expected
volatility of the underlying stock, and is only available to non-public entities. Accordingly, the Company has used an estimated volatility factor of 90% for grants issued subsequent to the initial filing date of the registration statement and up to
the IPO in July 2003. Subsequent to the IPO in July 2003, the volatility factor is calculated from the fluctuation of Companys stock price on the market.



In July 2003, the Company commenced its 2003 Employee Stock Purchase Plan (ESPP), which has an overlapping 24-month offering period, and
includes four 6-month purchase periods. Purchases are to be made twice a year, in the months of May and November. The plan permits participants to purchase common stock at 85% of the lower of the fair market value of common stock at the beginning of
an offering period, or at the end of purchase period, through payroll deduction of up to 15% of their eligible compensation. If the fair market value of common stock at the end of a purchase period is less than the fair market value at the beginning
of the offering period, participants will be withdrawn from the current offering period following their purchase of shares on the purchase date and will be automatically re-enrolled in a new offering period. Participants may end their participation
at any time during an offering period and will be refunded their payroll deduction to date. The first ESPP offering period began in July 2003 and ended in April 2004.



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INTERVIDEO, INC.



Other income, net



Other income, net consists of the following (in thousands):



|                  |  |                             |     |      |   |   
|----------------- |  | --------------------------- | --- | ---- | - | --
|                  |  | Three months endedMarch 31,
|                  |  | 2004                        |     | 2003
|Interest income   |  | $                           | 163 |      | $ | 60
|Other             |  |                             | 10  |      |   | 28
|                  |  |                             |     |      |   |   
|Other income, net |  | $                           | 173 |      | $ | 88
|                  |  |                             |     |      |   |   



Income taxes



The Company accounts for income taxes using the asset
and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if
necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.



For the period ended March 31, 2004, the Company calculated its projected effective tax rate for the year ending December 31, 2004 to be 38.5%. This rate
differs from the statutory federal rate of 35% primarily due to state taxes, net of federal benefit and difference between federal and foreign tax rates.



Comprehensive income



Comprehensive income is the total of net income and all other non-owner changes in stockholders equity. The Companys components of other
comprehensive income are foreign currency translation adjustments and unrealized gain on available-for-sale investments. Such amounts are excluded from net income and are reported in accumulated other comprehensive loss in the accompanying condensed
consolidated financial statements.



The components of
comprehensive income were as follows (in thousands):



|                                                            |  |                              |       |      |   |      
|----------------------------------------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                                                            |  | Three months ended,March 31,
|                                                            |  | 2004                         |       | 2003
|Net income                                                  |  | $                            | 2,603 |      | $ | 1,608
|Other comprehensive income:                                 |  |                              |       |      |   |      
|Change in unrealized gain of available-for-sale investments |  |                              | 32    |      |   | 12   
|Change in cumulative translation adjustment                 |  |                              | 30    |      |   |     
|                                                            |  |                              |       |      |   |      
|Comprehensive income                                        |  | $                            | 2,665 |      | $ | 1,620
|                                                            |  |                              |       |      |   |      



Recent
accounting pronouncements



In January 2003, the
Financial Accounting Standards Board (FASB) issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. In December 2003, the FASB issued Interpretation No. 46 (revised December 2003), and
which replaces FIN 46, Consolidation of Variable Interest Entities (FIN 46R), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting
rights. The Company is required to adopt FIN 46R no later than the end of the first interim period ending after March 15, 2004. The application of the requirements of FIN 46R did not have a material impact on the Companys financial position or
results of operations.



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INTERVIDEO, INC.



Note 3. Balance Sheet Components:



Short-term investments



Short-term investments consist principally of US treasury and federal agency notes, state and municipal notes/bonds,
corporate bonds and certificates of deposit. The Company currently classifies all investment securities as available-for-sale. Securities classified as available-for-sale are required to be reported at fair value with unrealized gains and losses
excluded from earnings and included in other comprehensive income.



Short-term investments consist of (in thousands):



|                                       |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|-------------------------------------- |  | ----------------------- | ------ | --------------------- | - | ---------------------- |  | - | --------------------------- | - |  | - | ------
|                                       |  | As of March 31, 2004   
|                                       |  | Amortizedcost           |        | Gross unrealizedgains |   | Gross unrealizedlosses |  |   | Estimated fair market value
|Available-for-sale securities:         |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|U.S. treasury and federal agency notes |  | $                       | 24,974 |                       | $ | 6                      |  | $ | (16                         | ) |  | $ | 24,964
|State and municipal notes/bonds        |  |                         | 22,949 |                       |   |                       |  |   |                            |   |  |   | 22,949
|Corporate bonds                        |  |                         | 1,500  |                       |   |                       |  |   |                            |   |  |   | 1,500 
|Certificates of deposit                |  |                         | 2,849  |                       |   |                       |  |   | (2                          | ) |  |   | 2,847 
|                                       |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|Total short-term investments           |  | $                       | 52,272 |                       | $ | 6                      |  | $ | (18                         | ) |  | $ | 52,260
|                                       |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|                                       | 
|                                       |  | As of December 31, 2003
|                                       |  | Amortizedcost           |        | Gross unrealizedgains |   | Gross unrealizedlosses |  |   | Estimated fair market value
|Available-for-sale securities:         |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|U.S. treasury and federal agency notes |  | $                       | 19,081 |                       | $ |                       |  | $ | (38                         | ) |  | $ | 19,043
|Corporate bonds                        |  |                         | 276    |                       |   |                       |  |   |                            |   |  |   | 276   
|Certificates of deposit                |  |                         | 3,549  |                       |   |                       |  |   | (6                          | ) |  |   | 3,543 
|                                       |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       
|Total short-term investments           |  | $                       | 22,906 |                       | $ |                       |  | $ | (44                         | ) |  | $ | 22,862
|                                       |  |                         |        |                       |   |                        |  |   |                             |   |  |   |       



The available-for-sale
securities at March 31, 2004 have contractual maturities ranging from 2004 to 2007.



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INTERVIDEO, INC.



Property and equipment, net



Property and equipment, net, on the balance sheet consists of the following
(in thousands):



|                                                 |  |                |        |   |                   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                                 |  | March 31, 2004 |        |   | December 31, 2003 |  
|Equipment                                        |  | $              | 1,810  |   |                   | $ | 1,582  |  
|Furniture and fixtures                           |  |                | 315    |   |                   |   | 280    |  
|Purchased software                               |  |                | 1,620  |   |                   |   | 810    |  
|Leasehold improvements                           |  |                | 526    |   |                   |   | 492    |  
|Vehicles                                         |  |                | 115    |   |                   |   | 115    |  
|Construction in process                          |  |                | 16     |   |                   |   | 703    |  
|                                                 |  |                |        |   |                   |   |        |  
|                                                 |  |                | 4,402  |   |                   |   | 3,982  |  
|Less : Accumulated depreciation and amortization |  |                | (1,962 | ) |                   |   | (1,741 | )
|                                                 |  |                |        |   |                   |   |        |  
|Property and equipment, net                      |  | $              | 2,440  |   |                   | $ | 2,241  |  
|                                                 |  |                |        |   |                   |   |        |  



Other purchased
intangible assets, net



Other purchased intangible
assets, net, on the balance sheet consist of the following (in thousands):



|                                        |  |                |       |   |                   |   |       |  
|--------------------------------------- |  | -------------- | ----- | - | ----------------- | - | ----- | -
|                                        |  | March 31, 2004 |       |   | December 31, 2003 |  
|Purchased development technology        |  | $              | 1,000 |   |                   | $ | 1,000 |  
|Less: Accumulated amortization          |  |                | (767  | ) |                   |   | (717  | )
|                                        |  |                |       |   |                   |   |       |  
|Total other purchased intangible assets |  | $              | 233   |   |                   | $ | 283   |  
|                                        |  |                |       |   |                   |   |       |  



The anticipated
amortization schedule for the remaining years of other purchased intangible assets, net, is as follows (in thousands):



|                             |  |   |    
|---------------------------- |  | - | ---
|April 1 to December 31, 2004 |  | $ | 150
|2005                         |  |   | 83 
|                             |  |   |    
|Total                        |  | $ | 233
|                             |  |   |    



Accrued
liabilities



Accrued liabilities consist of the
following (in thousands):



|                             |  |                |        |                   |   |      
|---------------------------- |  | -------------- | ------ | ----------------- | - | -----
|                             |  | March 31, 2004 |        | December 31, 2003
|Payroll and related benefits |  | $              | 1,770  |                   | $ | 1,102
|Royalties                    |  |                | 7,266  |                   |   | 7,052
|Other                        |  |                | 1,760  |                   |   | 1,349
|                             |  |                |        |                   |   |      
|Total accrued liabilities    |  | $              | 10,796 |                   | $ | 9,503
|                             |  |                |        |                   |   |      



Note 4. Segment and Geographic
Information:



Operating segments are defined as components
of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The
Companys chief operating decision maker is the chief executive officer of the Company.



The Company has one operating segment: multimedia software. The Company sells its products primarily through original equipment manufacturers (OEMs) and to end users through the Companys websites and
through retail channels.



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Sales of licenses to the Companys software occur in three geographic locations, namely the United States,
Europe and Asia. International revenues are based on the country in which the end user is located.



The following is a summary of revenue by sales channel and geographic region (in thousands):



|                               |  |                             |        |      |   |       
|------------------------------ |  | --------------------------- | ------ | ---- | - | ------
|                               |  | Three months endedMarch 31,
|                               |  | 2004                        |        | 2003
|Revenues by Sales Channel:     |  |                             |        |      |   |       
|OEMs                           |  | $                           | 15,780 |      | $ | 11,149
|Web sales and retail           |  |                             | 3,041  |      |   | 2,224 
|                               |  |                             |        |      |   |       
|Total revenue                  |  | $                           | 18,821 |      | $ | 13,373
|                               |  |                             |        |      |   |       
|Revenues by Geographic Region: |  |                             |        |      |   |       
|United States                  |  | $                           | 9,998  |      | $ | 7,850 
|Europe                         |  |                             | 1,349  |      |   | 982   
|Asia:                          |  |                             |        |      |   |       
|Japan                          |  |                             | 6,397  |      |   | 3,106 
|Other Asia                     |  |                             | 1,077  |      |   | 1,435 
|                               |  |                             |        |      |   |       
|Total revenue                  |  | $                           | 18,821 |      | $ | 13,373
|                               |  |                             |        |      |   |       



The following is a
summary of tangible long-lived assets by geographic region (in thousands):



|                                 |  |                |       |                   |   |      
|-------------------------------- |  | -------------- | ----- | ----------------- | - | -----
|                                 |  | March 31, 2004 |       | December 31, 2003
|Tangible long-lived assets:      |  |                |       |                   |   |      
|United States                    |  | $              | 1,750 |                   | $ | 1,691
|Asia:                            |  |                |       |                   |   |      
|Japan                            |  |                | 218   |                   |   | 147  
|China                            |  |                | 479   |                   |   | 481  
|Taiwan                           |  |                | 431   |                   |   | 351  
|                                 |  |                |       |                   |   |      
|Total tangible long-lived assets |  |                | 2,878 |                   |   | 2,670
|                                 |  |                |       |                   |   |      



The following
individual customers accounted for greater than 10% of revenue in any of the periods presented:



|              |  |                             |   |  |      |  
|------------- |  | --------------------------- | - |  | ---- | -
|              |  | Three months endedMarch 31, |  
|              |  | 2004                        |   |  | 2003 |  
|Revenue from: |  |                             |   |  |      |  
|Customer A    |  | 19                          | % |  | 21   | %
|Customer B    |  | 13                          | % |  | 5    | %
|Customer C    |  | 9                           | % |  | 11   | %



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INTERVIDEO, INC.



Customers with accounts receivable balances that were individually greater than 10% of total accounts
receivable, before allowances for doubtful accounts, at any of the periods presented were:



|                         |  |                |   |  |                   |  
|------------------------ |  | -------------- | - |  | ----------------- | -
|                         |  | March 31, 2004 |   |  | December 31, 2003 |  
|Account receivable from: |  |                |   |  |                   |  
|Customer A               |  | 21             | % |  |                  | %
|Customer B               |  | 4              | % |  |                  | %
|Customer C               |  | 5              | % |  | 12                | %
|Customer D               |  | 8              | % |  | 15                | %
|Customer E               |  | 6              | % |  | 14                | %



Note 5. Contingencies:



The Company has received notices of claims, and may
receive additional notices of claims in the future, regarding alleged infringements of third parties intellectual property rights. It is not possible to predict with certainty whether or not the Company will ultimately be successful in any of these
legal matters. The Company may be required to pay license fees and damages or be prohibited from selling its products in the future if it is determined that its products infringe on patents owned by third parties.



Note 6. Subsequent Events:



On April 28, 2004, the Board of Directors approved a stock repurchase
program pursuant to which the Company may repurchase up to $10 million of its outstanding common stock from time to time. The duration of the repurchase program is open-ended. Under the program, the Company can purchase shares of common stock
through open market transactions.



On May 10, 2004, the Company
purchased 3,000,000 shares of common stock, representing a 35% interest, from Master Integrated Appliances Co. Ltd., a private software company located in Taiwan, for an aggregate consideration of $ 897,000.



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INTERVIDEO, INC.



PART 1  FINANCIAL INFORMATION



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following Managements Discussion and Analysis of Financial Condition and Results of Operation, as well as information contained in Risk
Factors below and elsewhere in this Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. These risks,
uncertainties and other factors include, among others, those identified under Risk Factors. Forward-looking statements are generally written in the future tense and/or are preceded by words such as will, may,
should, could, expect, suggest, believe, anticipate, intend, plan, or other similar words. Forward-looking statements contained in this Quarterly Report
include, among others, statements regarding 1) research and development expenses, (2) sales and marketing expenses, (3) other operating and capital expenditures, (4) anticipated growth of operations, personnel and infrastructure, (5) exercise prices
of future option grants, (6) the sufficiency of our capital resources, (7) future sources of revenue, (8) growth, decline and seasonality of revenue, (9) deferrals of revenue, (10) interest income, (11) competitive pressures, (12) general market and
economic outlook, (13) product sales and prices, (14) our ability to comply with public company reporting requirements and (15) settlement of intellectual property claims. The Company disclaims any obligation to update information in any
forward-looking statement.



Overview



We are a leading provider of DVD software. We have developed a technology
platform from which we have created a broad suite of integrated multimedia software products. These products span the digital video cycle by allowing users to capture, edit, author, distribute, burn and play digital video. We began operations in
1998 and shipped our first products in 1999. We sell our products to PC OEMs, consumer electronics (CE) manufacturers and PC peripherals manufacturers worldwide and offer our software in up to 27 languages. We derive revenue
primarily from the sale of software licenses to OEMs, which install our software onto PCs prior to delivery to customers. In addition, we derive revenue from the license of our software to CE manufacturers and manufacturers of PC peripherals that
incorporate our software into their own products for distribution. We also sell our software through retail channels and directly to end users through our websites.



Historically, sales of our WinDVD product, a software DVD player for PCs, to PC OEMs have accounted for a substantial
majority of our revenue. We derived 78% of our revenue for the three months ended March 31, 2004 from sales of our WinDVD product, primarily to PC OEMs, as compared to 81% in the three months ended December 31, 2003 and 84% in the three months ended
March 31, 2003. We expect that revenue from sales of our WinDVD product to PC OEMs will continue to account for a substantial majority of our revenue. In the future, we expect to derive an increasing percentage of our revenue from sales of other
products, including WinDVD Creator, InterVideo Home Theater, InterVideo DVD Copy and Linux-based versions of our DVD and DVR software designed for Linux-based PCs and CE devices, and products sold through our retail and web-based sales channels.



Our software is generally bundled with products sold by PC
OEMs. Our PC OEM customers include, among others, Dell, Fujitsu, Fujitsu Siemens, Hewlett-Packard, IBM, Sony and Toshiba. Due to a concentration in the PC OEM industry, we derive a substantial portion of our revenue from a small number of customers.
For the three months ended March 31, 2004, our two largest customers accounted for 32% of our revenue, with Hewlett-Packard accounting for 19% of our revenue and Toshiba accounting for 13% of our revenue. We expect that revenue from Dell, which
accounted for 9% of our revenue during this period, may decrease to $0 in future periods because our current portion of their business is moving to one of our competitors. If we are unable to replace this lost revenue with revenue from other
customers or other sources, our revenue growth rate may slow or even decline. We expect that a small number of customers will continue to account for a majority of our revenue and gross profit for the foreseeable future, although the identity of
those customers may change from period to period. Because there is only a limited number of potential new, large PC OEM customers for our WinDVD product, we must derive any future revenue growth principally from increased sales of WinDVD or other
products to existing PC OEMs, CE manufacturers, PC peripherals manufacturers, smaller PC OEMs and to consumers through retail channels and our websites. Because some of these other revenue opportunities are more fragmented than the PC OEM market and
will require more time and effort to penetrate, our revenue may grow at a slower rate than in prior periods.



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Historically, prices for our products have declined because of competition from other software
providers, competition in the PC industry and diminishing margins experienced by PC OEMs as a result of decreased selling prices and periodic declines in unit sales. Accordingly, we have reduced the prices we charge PC OEMs for our WinDVD product,
and, although prices have recently stabilized, such price reduction may continue in the future. As a matter of policy, we evaluate such price reductions on a continual basis and, in certain circumstances may determine it will not be in the best
interest of the Company to reduce prices beyond a certain level. We may decide not to lower our product prices, even if a loss of revenue will result. As a result of these declining prices, it may be more difficult for us to increase or maintain our
revenue levels and may cause a decline in our gross profits even if our WinDVD and other product unit sales increase.



In 2000, we launched an Internet commerce sales initiative that allows users to purchase products from our websites. We also continue to expand our retail
channels. For the three months ended March 31, 2004, we derived 16% of our revenue from web and retail sales as compared to 17% in the three months ended March 31, 2003. To increase our web and retail sales in the future, we intend to increase
investments in associated selling and marketing, capital equipment and research and development. The gross profits associated with our products sold through our websites are generally higher than those associated with our OEM sales. Accordingly,
fluctuations in our web and retail revenue as a percentage of total revenue will impact our gross profits.



We derive and expect to continue to derive a significant portion of our revenue from sales outside of the United States. Sales outside of the United
States accounted for 47% of our revenue for the three months ended March 31, 2004 as compared to 41% in the three months ended March 31, 2003. Currently, most of our international sales are denominated in U.S. dollars. Therefore, a strengthening
dollar could make our products less competitive in foreign markets. Our current distribution agreements shift foreign exchange risk to our foreign distributors. We do not use derivative instruments to hedge foreign exchange risk. In the future, an
increasing portion of our international revenue and expense may be denominated in foreign currencies.



Our financial condition and results of operations are likely to be affected by seasonality in the future. Historically, PC OEMs have experienced their
highest volume of sales during the year-end holiday season. Because of the timing of our recognition of revenue associated with the sale of our products to OEMs, we expect this seasonality to have a positive effect on our revenue and operating
income in the first quarter of each calendar year and a negative effect on our revenue and operating income in the second quarter of that year.



Critical Accounting Estimates



We base the discussions and analysis of our financial condition and results of operations upon our condensed consolidated financial statements, which we
prepare in accordance with accounting principles generally accepted in the United States of America. In preparing these financial statements, we must make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experiences and various other assumptions we believe are reasonable under the circumstances. Our actual results
may differ from these estimates.



The accounting policies that
most frequently require us to make estimates and judgments, and therefore are critical to understanding the results of our operations are:



| |  | Revenue recognition;
| | - | --------------------



| |  | Accounting for income taxes.
| | - | ----------------------------



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Revenue recognition



Our revenue is derived from fees paid under software licenses granted primarily to PC OEMs, CE manufacturers, PC peripherals
manufacturers, retail distributors, retail customers and directly to end users. We record revenue generated from these sales in accordance with SOP 97-2, Software Revenue Recognition, as amended, under which revenue is recognized when:



| |  | Evidence of an arrangement exists;
| | - | ----------------------------------



| |  | Delivery of the software has occurred;
| | - | --------------------------------------



| |  | The fee is fixed or determinable; and
| | - | -------------------------------------



| |  | Collectibility is probable.
| | - | ---------------------------



Typically, under the terms of our license agreements with our OEM customers, they are entitled only to unspecified upgrades on a when and if available
basis, prior to sell through to end users. Under the terms of our revenue recognition policy, we recognize revenue based on evidence of products being sold by the OEMs to end users. We do not typically provide upgrades to the OEMs customers.
Accordingly, under such agreements we do not defer any revenue, as we no longer have an obligation once an OEMs products have been shipped to an end customer. Under certain other agreements, we defer the recognition of OEM revenue due to
ongoing obligations in association with upgrade rights to end users or significant post-contract support (PCS) provided to end users. Depending on the specific contractual obligation, we recognize this revenue over a period of one to
three years.



Under the terms of the OEM license agreements,
each OEM will qualify our software on their hardware and software configurations. Once the software has been qualified, the OEM will begin to ship products and report sales to us, at which point we will record revenue. Most OEMs pay a license fee
based on the number of copies of licensed software included in the products sold to their customers. These OEMs pay fees on a per-unit basis, and we record associated revenue when we receive notification of the OEMs sales of the licensed
software to an end user. The terms of the license agreements generally require the OEMs to notify us of sales of our products within 30 to 45 days after the end of the month or quarter in which the sales occur. As a result, we generally recognize
revenue in the month or quarter following the sales of the product to these OEMs customers.



A small number of OEMs that sell PC components, place orders with us for a fixed quantity of units at a fixed price. In such cases, qualification of our
products is not required, and these OEMs have no rights to upgrades or returns. We generally recognize revenue upon shipment to these OEMs.



In addition to the per unit license fees discussed above, certain OEM agreements also include prepaid license fees and/or non-recurring engineering
(NRE) service fees primarily for porting our software to the OEMs hardware and software configurations. The prepaid license fees are typically recognized based on either a straight-line amortization over the prepayment period or
based on actual shipments, whichever is greater. The NRE service fees are recognized upon completion and acceptance of the NRE service. However, some OEM agreements also provide the OEM with rights to free PCS, including unspecified future software
upgrades. We have established vendor specific objective evidence (VSOE) of fair value for PCS for end customer support on a limited number of products sold to OEMs in Japan. On these arrangements, we use the residual method to account
for the allocation between the license revenue and the service revenue. The allocated license revenue is recognized in full upon delivery where the only undelivered element of the agreement is PCS, and the allocated PCS is recognized over the period
of the PCS obligation. In all other agreements where we have sold PCS in which we have not been able to establish a VSOE of fair value for PCS or where there are additional undelivered elements, such as NRE fees, we defer all of the revenue until
the NRE services are accepted and the only undelivered element is PCS. Once the only undelivered element is PCS, we will recognize the entire agreement over the PCS period.



End-user sales are made directly through our websites. We do not offer specified upgrade rights to any class of customer,
and there are no unspecified upgrade rights associated with end-user sales. We recognize revenue from sales through our websites upon delivery of product and the receipt of payment by means of an authorized credit card. End users who purchase our
software from our websites have limited rights of return for products they have purchased in the previous 14 days, which we currently reserve for using a 30-day sales return reserve based upon historical return percentages.



Certain distributors and retailers, primarily in Japan, have limited rights
to return products that were purchased in the previous six months. These distributors have no rights to product upgrades. We generally recognize revenue, net of contractually obligated return rights, upon shipment to these distributors and
retailers. Other distributors and retailers,



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primarily in the United States and Europe, have unlimited rights of return. We generally recognize revenue upon
receipt of evidence that the distributors and retailers have sold our products through to end users.



Certain customer agreements call for the payment by us of marketing development funds, co-operative advertising fees, rebates or similar charges. We
account for such fees as a reduction in revenue unless there is an identifiable benefit and the fair value of the charges can be reasonably estimated. Commissions paid to third-party sales representatives are included in sales and marketing
expenses.



Accounting for income taxes



In preparing our consolidated financial statements, we assess the likelihood
that our deferred tax assets will be realized from future taxable income. We establish a valuation allowance if we determine that it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Changes in the
valuation allowance are included in our consolidated statements of income as provision for income taxes. We exercise significant judgment in determining our provisions for income taxes, our deferred tax assets and liabilities and our future taxable
income for purposes of assessing our ability to utilize any future tax benefits from our deferred tax assets. If actual circumstances differ from our expectations, we may be required to adjust our estimates in future periods and our financial
position, cash flows and results of operations could be materially affected.



Results of Operations  Comparison of the three months ended March 31, 2004 and 2003.



|                            |  |                             |   |  |      |  
|--------------------------- |  | --------------------------- | - |  | ---- | -
|                            |  | Three months endedMarch 31, |  
|                            |  | 2004                        |   |  | 2003 |  
|As a percentage of revenue: |  |                             |   |  |      |  
|Revenue                     |  | 100                         | % |  | 100  | %
|                            |  |                            
|Cost of revenue             |  | 42                          |   |  | 41   |  
|                            |  |                             |   |  |      |  
|Gross profit                |  | 58                          |   |  | 59   |  
|                            |  |                             |   |  |      |  
|Operating expenses:         |  |                             |   |  |      |  
|Research and development    |  | 12                          |   |  | 13   |  
|Sales and marketing         |  | 15                          |   |  | 17   |  
|General and administrative  |  | 9                           |   |  | 7    |  
|Stock-based compensation    |  |                            |   |  | 2    |  
|                            |  |                             |   |  |      |  
|Total operating expenses    |  | 36                          |   |  | 39   |  
|                            |  |                             |   |  |      |  
|Income from operations      |  | 22                          |   |  | 20   |  
|Other income, net           |  | 1                           |   |  | 1    |  
|                            |  |                             |   |  |      |  
|Income before income taxes  |  | 23                          |   |  | 21   |  
|Provision for income taxes  |  | 9                           |   |  | 9    |  
|                            |  |                             |   |  |      |  
|Net income                  |  | 14                          | % |  | 12   | %
|                            |  |                             |   |  |      |  



Revenue



|        |  |                                  |  |                      |   |  |                                 
|------- |  | -------------------------------- |  | -------------------- | - |  | --------------------------------
|        |  | Three months endedMarch 31, 2004 |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003
|Revenue |  | 18,821                           |  | 41                   | % |  | 13,373                          



Revenue increased 41%
to $18.8 million for the three months ended March 31, 2004 from $13.4 million for the three months ended March 31, 2003. OEM product sales increased 42% to $15.8 million for the three months ended March 31, 2004 from $11.1 million for the three
months ended March 31, 2003. Web and retail sales increased 37% to $3.0 million for the three months ended March 31, 2004 from $2.2 million for the three months ended March 31, 2003. OEM product



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sales accounted for approximately 84% of total revenue for the three months ended March 31, 2004 as compared to 83%
for the three months ended March 31, 2003. We derived a substantial portion of our revenue from a small number of customers. For the three months ended March 31, 2004, our two largest customers accounted for 32% of our revenue, with Hewlett-Packard
accounting for 19% of our revenue and Toshiba accounting for 13% of our revenue. In the three months ended March 31, 2003 two customers accounted for 32% of our revenue with Hewlett-Packard accounting for 21% of our revenue and Dell accounting for
11% of our revenue. Sales outside the United States accounted for 47% of our revenue for the three months ended March 31, 2004 and 41% of our revenue for the three months ended March 31, 2003. The growth in revenue for the three months ended March
31, 2004 over the same period in the prior year reflects increased revenue from our WinDVD product sales of nearly 30% and increased sales of our non-WinDVD products, which includes WinDVD Creator, WinCinema, WinDVR and InterVideo DVD Copy, of over
100%. This increase in revenue is largely the result of corresponding increases in shipment volumes for the respective products. Additionally, the three months ended March 31, 2004 included approximately $600,000 representing the recognition of
previously deferred revenue as a result of changes in contractual arrangements.



Cost of revenue



|                            |  |                                  |   |  |                      |   |  |                                  |  
|--------------------------- |  | -------------------------------- | - |  | -------------------- | - |  | -------------------------------- | -
|                            |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Cost of revenue             |  | 7,935                            |   |  | 46                   | % |  | 5,435                            |  
|Percentage of total revenue |  | 42                               | % |  |                      |   |  | 41                               | %



Cost of revenue
consists primarily of licensed royalties, cost of settlement of intellectual property matters, expenses incurred to manufacture, package and distribute our software products, the amortization of developed technology and costs associated with
end-user PCS. Licensed royalties consist of royalties paid or accrued for payment to third parties for technologies incorporated into our products. In general, the amount of royalties depends on the number of our product units sold and the royalty
rates associated with the third-party technology incorporated into those products. Cost of settlement of intellectual property matters consists of amounts that we have agreed to pay to third parties in settlement of alleged infringement of certain
patented technology used in our and our customers products and accruals for royalties related to our usage of technologies under patent where no agreement exists. End-user PCS costs include the costs associated with providing assistance to end
users of our products. With the exception of packaging and distribution costs, the cost of revenue is generally the same for each product, regardless of sales channel.



Cost of revenue increased to $7.9 million, or 42% of revenue, for the three months ended March 31, 2004 from $5.4 million,
or 41% of revenue, for the three months ended March 31, 2003. The increase in absolute dollars was primarily due to increased unit sales. The increase as a percentage of revenue was primarily due to the aforementioned decline in selling prices of
our WinDVD products without a proportional decrease in third-party royalties.



Gross profit



|                            |  |                                  |   |  |                      |   |  |                                  |  
|--------------------------- |  | -------------------------------- | - |  | -------------------- | - |  | -------------------------------- | -
|                            |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Gross profit                |  | 10,886                           |   |  | 37                   | % |  | 7,938                            |  
|Percentage of total revenue |  | 58                               | % |  |                      |   |  | 59                               | %



Gross profit is
affected by competitive price pressures, fluctuations in unit volumes, changes in royalty amounts and changes in the mix of products sold and in our mix of distribution channels. Differences in the gross profits by sales channel are primarily a
reflection of the pricing differences, which can be impacted by distribution and marketing rebates, associated with each sales channel. In addition our gross profit may be affected by costs associated with the settlement of intellectual property
matters. Gross profits were 58% of revenue for the three months ended March 31, 2004 as compared to 59% for the three months ended March 31, 2003. The decrease reflects lower average selling prices of our WinDVD products to our major OEM customers
without a proportional decrease in third party royalties. Gross profits were positively impacted by the aforementioned recognition of approximately $600,000 of previously deferred revenue as a result of changes in contractual arrangements wherein
the related product costs were recorded in an earlier period. While our product mix appears to be gradually shifting toward higher margin products which



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we expect will have a favorable impact on gross profits, we expect our gross profits to be adversely impacted by
increased royalty costs due to an expected increase in royalty payments to Dolby as a result of a royalty pricing increase, which will go into effect in the second quarter of 2004. The overall impact of this royalty pricing increase on gross profits
will be a function of sales volume.



Research and
development expenses



|                                  |  |                                  |   |  |                      |   |  |                                  |  
|--------------------------------- |  | -------------------------------- | - |  | -------------------- | - |  | -------------------------------- | -
|                                  |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Research and development expenses |  | 2,288                            |   |  | 33                   | % |  | 1,714                            |  
|Percentage of total revenue       |  | 12                               | % |  |                      |   |  | 13                               | %



Research and
development expenses consist primarily of personnel and related costs, consulting expenses associated with the development of new products, technology license fees, professional fees and quality assurance and testing. Research and development
expenses were $2.3 million, or 12% of revenue, for the three months ended March 31, 2004 and $1.7 million, or 13% of revenue, for the three months ended March 31, 2003. The increase in absolute dollars was primarily attributable to $332,000 in
increased payroll and payroll related expenses due to increased research and development headcount, an increase in spending on professional services and travel of $92,000 and an increase in other research and development operating expenses of
$151,000. The decrease, as a percentage of revenue for the three months ended March 31, 2004 as compared to the corresponding period of the prior year was primarily due to the overall increase in revenue without a proportional increase in research
and development expenses. This is primarily attributable to a shift in personnel resources to overseas locations with lower cost structures. We believe that a significant level of research and development expenses will be required to remain
competitive, and, as a result, we expect these expenses to increase in absolute dollars in the future.



Sales and marketing expenses



|                             |  |                                  |   |  |                      |   |  |                                  |  
|---------------------------- |  | -------------------------------- | - |  | -------------------- | - |  | -------------------------------- | -
|                             |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Sales and marketing expenses |  | 2,759                            |   |  | 21                   | % |  | 2,275                            |  
|Percentage of total revenue  |  | 15                               | % |  |                      |   |  | 17                               | %



Sales and marketing
expenses consist primarily of personnel and related costs, including salaries and commissions, travel expenses, commissions paid to third party sales representatives and costs associated with trade shows, advertising and other marketing efforts.
Sales and marketing expenses increased to $2.8 million, or 15% of revenue, for the three months ended March 31, 2004 from $2.3 million, or 17% of revenue, for the three months ended March 31, 2003. The increase in absolute dollars was primarily
attributable to $49,000 in increased payroll and payroll related expenses due to increased sales and marketing headcount, an increase in commissions of $147,000 due to increased retail activities, a $121,000 increase in travel, promotional and
tradeshow expenses and an increase in other sales and marketing operating expenses of $169,000. We intend to actively market, sell and promote our products and take actions to further develop our brand name and retail presence.
Therefore, we expect sales and marketing expenses to increase in absolute dollars in the future as we seek to further establish our retail presence.



General and administrative expenses



|                                    |  |                                  |   |  |                      |   |  |                                  |  
|----------------------------------- |  | -------------------------------- | - |  | -------------------- | - |  | -------------------------------- | -
|                                    |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|General and administrative expenses |  | 1,704                            |   |  | 79                   | % |  | 953                              |  
|Percentage of total revenue         |  | 9                                | % |  |                      |   |  | 7                                | %



General and
administrative expenses consist primarily of personnel and related costs, support costs for finance, human resources, legal, operations, information systems and administration departments and professional fees. General and administrative expenses
increased to $1.7 million, or 9% of revenue, for the three months ended March 31, 2004 from $953,000, or 7% of revenue, for the three months ended March 31, 2003. This increase in absolute dollars and as a percentage of revenue was primarily due to
directors and officers liability insurance premiums of $125,000, an increase in outside consulting fees of $288,000 due to Sarbanes-Oxley compliance efforts and increased audit and audit related fees, increased investor relations
expenses, Board of Directors fees and other taxes of $105,000 which are all related to our status as a publicly traded company and increased payroll and payroll related expenses of $254,000. We expect general and administrative expenses to increase
in absolute dollars as we build our infrastructure to support our anticipated growth and operations as a public company.



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Stock-based compensation expenses



|                                  |  |                                  |   |  |                      |    |  |                                  |  
|--------------------------------- |  | -------------------------------- | - |  | -------------------- | -- |  | -------------------------------- | -
|                                  |  | Three months endedMarch 31, 2004 |   |  | % Change2003 to 2004 |    |  | Three months endedMarch 31, 2003 |  
|Stock-based compensation expenses |  | 75                               |   |  | (77                  | )% |  | 333                              |  
|Percentage of total revenue       |  |                                 | % |  |                      |    |  | 2                                | %



Stock-based
compensation expenses decreased to $75,000 for the three months ended March 31, 2004 from $333,000 for the three months ended March 31, 2003. Deferred stock-based compensation is recorded when options are granted with exercise prices less than the
deemed fair market value of the underlying common stock. Stock-based compensation expenses are recognized as deferred stock-based compensation is amortized on an accelerated basis over the vesting period of the related options, which is generally
four years. In 2004, we intend to continue granting our stock options at exercise prices equal to the fair market value of our common stock on the date of grant, and therefore, minimal, if any, additional deferred stock-based compensation will be
recorded. Accordingly, we expect stock-based compensation expenses to continue to decrease through 2004.



Other income, net



|                            |  |                                  |   |  |                       |   |  |                                  |  
|--------------------------- |  | -------------------------------- | - |  | --------------------- | - |  | -------------------------------- | -
|                            |  | Three months endedMarch 31, 2004 |   |  | % Change 2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Other income, net           |  | 173                              |   |  | 97                    | % |  | 88                               |  
|Percentage of total revenue |  | 1                                | % |  |                       |   |  | 1                                | %



Other income, net
consists primarily of interest earned on our cash and cash equivalent balances, offset by other expenses. Other income, net increased to $173,000 for the three months ended March 31, 2004 from $88,000 for the three months ended March 31, 2003. This
increase is primarily due to the interest earned on the additional cash generated from our initial public offering in July 2003.



Provision for income taxes



|                            |  |                                  |   |  |                       |   |  |                                  |  
|--------------------------- |  | -------------------------------- | - |  | --------------------- | - |  | -------------------------------- | -
|                            |  | Three months endedMarch 31, 2004 |   |  | % Change 2003 to 2004 |   |  | Three months endedMarch 31, 2003 |  
|Provision for income taxes  |  | 1,630                            |   |  | 43                    | % |  | 1,143                            |  
|Percentage of total revenue |  | 9                                | % |  |                       |   |  | 9                                | %



We recorded a
provision for income taxes of $1.6 million for the three months ended March 31, 2004 as compared to $1.1 million for the three months ended March 31, 2003. Our effective tax rate was approximately 38.5% for the three months ended March 31, 2004. The
tax rate for the three months ended March 31, 2003 was 41.5% and did not reflect the tax benefit derived from the extraterritorial income (ETI) which was quantified later in fiscal year 2003.



Liquidity and Capital Resources



During the three months ended March 31, 2004, cash, cash equivalents and
short-term investments increased by $1.3 million to $71.0 million, representing 76% of our total assets. Our cash, cash equivalents and short-term investments totaled $69.7 million at December 31, 2003 and represented 79% of our total assets. Cash
and cash equivalents are highly liquid investments with an original maturity of 90 days or less at the date of purchase. Short-term investments consist principally of US treasury and federal agency notes, state and municipal notes/bonds, corporate
bonds and certificates of deposit. We intend to use a portion of our cash, cash equivalents and short-term investments to repurchase up to $10 million of our outstanding common stock under our Stock Repurchase Program approved by the Board of
Directors on April 28, 2004 and for making investments in certain other companies, as approved by the Board of Directors from time to time.



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Net cash provided by operating activities was $914,000 for the three months ended March 31, 2004. Net
income of $2.6 million was adjusted for depreciation and amortization of $266,000, stock-based compensation of $75,000, decreases in prepaid expenses and other current assets of $225,000 and increases in accrued liabilities and taxes payable of $1.7
million and deferred revenue of $241,000. This was partially offset by deferred taxes and the provision for doubtful accounts of $203,000 an increase in accounts receivable of $3.9 million and a decrease in accounts payable of $95,000. The decrease
in prepaid expenses and other current assets is mainly due to the amortization of prepaid directors and officers insurance and prepaid licenses and royalties. The increase in accounts receivable is largely attributable to payments totaling $3.1
million from a few major customers that have historically been received prior to the end of the reporting period which were received shortly after the end of this quarter. Net cash provided by operating activities was $2.3 million for the three
months ended March 31, 2003. Net income of $1.6 million was adjusted for depreciation and amortization of $227,000, stock-based compensation of $333,000 and increases in accounts payable, deferred revenue and accrued liabilities and taxes payable of
$1.8 million. This was partially offset by increases in accounts receivable, prepaid expenses and other current assets of $1.6 million.



Net cash used in investing activities was $29.8 million for the three months ended March 31, 2004 due to purchases of short-term investments and property
and equipment offset by proceeds from maturities of short-term investments. Net cash used in investing activities was $871,000 for the three months ended March 31, 2003 due to purchases of short-term investments and property and equipment.



Cash provided from financing activities was $695,000 for the
three months ended March 31, 2004, as a result of proceeds from the issuance of common stock under our stock option plans.



We currently have no significant commitments for capital expenditures. We anticipate that we will increase our capital expenditures consistent with our
anticipated growth in personnel and infrastructure, including facilities and systems.



We currently have no debt obligations and we have no other significant fixed contractual obligations or commercial commitments that are not already accrued for in our financial statements.



We believe that our existing cash, cash equivalents and short-term
investments will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. To the extent that our existing sources of cash and cash flow from operations are not sufficient to fund our activities,
we will need to raise additional funds. If we raise funds through debt financing, we will have to pay interest and may be subject to restrictive covenants, which could limit our ability to take advantage of future opportunities or respond to
competitive pressures or unanticipated industry changes. If we raise funds through an equity financing, it may have a dilutive effect on our existing stockholders. Additional financing may not be available when needed and, even if such financing is
available, it may not be available on terms acceptable to us. In addition, although we have no present understandings, commitments or agreements with respect to any acquisitions of other businesses, services, products or technologies, we may from
time to time evaluate potential acquisitions. These acquisitions may increase our capital requirements and reduce your percentage ownership in us.



Off Balance Sheet Arrangements



As of March 31, 2004, we had no off balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange Commissions Regulation
S-K.



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Risk Factors



We are subject to a number of risks. Some of these risks are endemic to the DVD software industry and are the same or similar to those disclosed in our
previous SEC filings. The fact that certain risks are endemic to the industry does not lessen the significance of these risks. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we
are unaware of, or that we may currently deem immaterial, may become important factors that harm our business. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our common stock could
decline, and you may lose all or part of your investment. You should carefully consider each of the Risk Factors and the other information in this Quarterly Report.



The rapidly evolving nature of our industry makes it difficult to forecast our future results.



The market for our products is characterized by rapid changes in technology.
Demand for our products depends on our ability to maintain competitive pricing and to provide new or improved products that keep up with changes in technology. Any evaluation of our business and prospects must be made in light of the risks and
difficulties encountered by companies offering products or services in new and rapidly evolving markets. The market for software-based digital video and audio solutions for incorporation in products in the PC and consumer electronics industries is
rapidly evolving, and it is difficult to forecast the future growth rate, if any, or size of the market for our products. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or
competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue and are, to a large extent, fixed. As a
result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would harm our operating results.



We expect our operating results to fluctuate on an annual and quarterly basis, which may result in volatility of our stock price.



We expect our operating results to fluctuate on an annual and quarterly
basis, which may cause our stock price to be volatile. Important factors, many of which are outside our control, that could cause our operating results to fluctuate include:



| |  | fluctuations in demand for, and sales of, our products and the PCs and CE devices with which our products are bundled;
| | - | ----------------------------------------------------------------------------------------------------------------------



| |  | timely and accurate reporting to us by our OEM customers of units shipped, which determines the timing and level of revenue received from these customers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | changes in the timing of orders or the completion of customer contracts with significant OEM customers;
| | - | -------------------------------------------------------------------------------------------------------



| |  | competitive factors, including introductions of new products, product enhancements and the introduction of new technologies by our competitors and the entry of new competitors into
the digital video and audio software markets, which may result in our loss of business;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increases in third party license fees, such as the aforementioned Dolby pricing increase;
| | - | -----------------------------------------------------------------------------------------



| |  | changes in consumer demand for our products due to the marketing of alternative technologies by our OEM customers;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | declines in selling prices of our products to our OEM customers or other customers;
| | - | -----------------------------------------------------------------------------------



| |  | market acceptance of new products developed by us;
| | - | --------------------------------------------------



| |  | changes in the relative portion of our revenue represented by our various products and customers including the mix of OEM, retail and web sales;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | timing of revenue recognition, including deferrals of revenue;
| | - | --------------------------------------------------------------



| |  | the mix of international and domestic revenue;
| | - | ----------------------------------------------



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| |  | the costs of litigation and intellectual property claims, including the settlement of claims based upon our violation or alleged violation of others intellectual property
rights;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | economic conditions specific to the PC, consumer electronics and related industries;
| | - | ------------------------------------------------------------------------------------



| |  | changes in our business model from per unit to revenue share on point of sale revenue; and
| | - | ------------------------------------------------------------------------------------------



| |  | changes in accounting regulations that may require us to expense stock options.
| | - | -------------------------------------------------------------------------------



Due to these and other factors, period-to-period comparisons of our operating results may not be meaningful, and you should
not rely on our results for any one period as an indication of our future performance. In addition, our future operating results may fall below the expectations of public market analysts or investors. In this event, our stock price could decline
significantly.



Changes in our product and service offerings could cause
us to defer the recognition of revenue, which could harm our operating results and adversely impact our ability to forecast revenue.



We have created, and intend to continue to create, new software and software bundles such as WinDVD Creator, InterVideo Home Theater, InterVideo DVD Copy
and InstantOn. These products contain advanced features and functionality that have required and may continue to require us to provide an increased level of end-user support. In the future, as these new products become more complex, we may also be
obligated to provide additional support to our OEM customers to bundle our software with their products. These potential increases in OEM and end-user support obligations could require us to defer both license and PCS revenues to future periods,
which could harm our operating results and adversely impact our ability to accurately forecast revenue.



We expect our product prices to decline, which could harm our operating results.



We expect prices for our products to decline over the next few years. Because of competition from other software providers, competition in the PC industry
and diminishing margins experienced by PC OEMs as a result of decreased selling prices and lower unit sales, we have reduced the prices we charge PC OEMs for our WinDVD product. We expect this trend to continue, which will make it more difficult to
increase or maintain our revenue and may cause a decline in our gross profits, even if our WinDVD unit sales increase. If unit sale increases do not offset anticipated price declines, our revenue will decline. Accordingly, our future success will
depend in part on our ability to introduce and sell new products and upgrades to our existing products, which could increase our revenue and could improve our profit margins.



We have a history of losses, and we may not sustain profitability on a quarterly or annual basis.



We did not achieve profitability until our fiscal year ended December 31,
2002. As of March 31, 2004, we had retained earnings of $282,000. We expect to incur significant operating expenses over the next several years in connection with the continued development and expansion of our business. Our expenses include research
and development and marketing expenses relating to products that will not be introduced and will not generate revenue until later periods, if at all. We may not sustain or increase profitability on a quarterly or annual basis in the future.



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We have received notices of claims, and may receive additional notices of claims in the future, regarding the
alleged infringement of third parties intellectual property rights that may result in restrictions or prohibitions on the sale of our products and cause us to pay license fees and damages.



Some third parties hold patents that such parties claim cover various aspects of DVD
technology incorporated into our and our customers products.



Our digital video and audio products comply with industry standard DVD specifications. Some third parties have claimed that various aspects of DVD technology incorporated into our and our customers products infringe upon patents held
by them, including the following:



| |  | MPEG LA.DVD specifications include technology known as MPEG-2 that governs the process of storing video in digital form. A group of companies, comprised
primarily of CE manufacturers, has formed a consortium known as MPEG LA, LLC to enforce member companies patents covering certain aspects of MPEG-2 technology. MPEG LA, and certain members of the consortium, have notified us that
they believe that our products infringe on patents owned by members of the consortium. In March 2002, we entered into a license agreement with MPEG LA pursuant to which we obtained a license, retroactive to our inception, to MPEG LAs patents
necessary to the MPEG-2 standard in exchange for a cash payment and our agreement to make ongoing royalty payments. This license requires that we pay a royalty to MPEG LA on our sales to end users and that we notify the OEMs to whom we sell our
products that they are obligated to obtain a license from MPEG LA for any use of our products that comply with the MPEG-2 standard. In addition, MPEG LA, and certain members of the consortium, have notified a number of PC OEMs, including some of our
customers, that they believe MPEG LA members patents are infringed by those PC OEM products that incorporate MPEG-2 technology. We are aware that a number of PC OEMs, including some of our customers, have settled the MPEG LA claims and entered
into license agreements with MPEG LA.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | DVD 6C. Another group of companies has formed a consortium known as DVD 6C to enforce the proprietary rights of holders of patents covering some aspects of DVD
technology. DVD 6C has notified us that we may need a license so that our products that incorporate DVD technology do not infringe patents owned by members of the consortium. In addition, DVD 6C or its members may demand that PC OEMs or other
companies manufacturing or licensing DVD-related products, including our customers, pay license fees or stop selling products covered by the patents of the member companies.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Others.Other third parties, including Nissim Corporation, have notified a number of PC OEMs, including some of our customers, that they believe their patents are infringed
by the products of these PC OEMs that incorporate certain DVD-related technology. Nissim and the other third parties making such claims may demand that these PC OEMs pay license fees or stop selling products that are covered by the third
partys patents.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We and our customers may be subject to
additional third-party claims that our and our customers products violate the intellectual property rights of those parties.



In addition to the claims described above, we may receive notices of claims of infringement of other parties proprietary rights. Many companies
aggressively use their patent portfolios to bring infringement claims against competitors and other parties. As a result, we may become a party to litigation in the future as a result of an alleged infringement of the intellectual property rights of
others, including DVD 6C or Nissim. In addition, we are aware that a consortium of companies, known as 4C, has been formed for the purpose of asserting the patent rights of its members covering some aspects of DVD technology. 4C may
demand that PC OEMs or other companies manufacturing or licensing DVD-related products, including us and our customers, pay license fees and damages for the use of the technology, or be prohibited from selling products, covered by the 4C patents.
Similarly, other parties have alleged that aspects of MPEG-2 and other multimedia technologies infringe upon patents held by them. We may be required to pay license fees and damages or be prohibited from selling our products in the future if it is
determined that our products infringe on patents owned by these third parties. In addition, other companies may form consortia in the future, similar to MPEG LA, DVD 6C and 4C, to enforce their proprietary rights and these consortia may seek to
enforce their patent rights against us and our customers. Some of our products can be used in connection with the copying of video content, which may include content protected by copyright. Though we believe these products do not contribute to
copyright infringement and do not defeat encryption in violation of the Digital Millennium Copyright Act, some content owners have shown a willingness to instigate litigation against producers of products that could be used to copy copyrighted
content. Defending such suits could be costly and could cause a serious disruption in our business regardless of the outcome.



We may be required to pay substantial damages and may be restricted or prohibited from selling our products if it is proven that we violate the intellectual property
rights of others.



If DVD 6C, 4C, Nissim or another third
party proves that our technology infringes its patents, we may be required to pay substantial damages for past infringement and may be required to pay license fees or royalties on future sales of our products. If we are required to pay license fees
in the amounts that are currently published by, for example, DVD 6C for past sales to our large PC OEM customers, such fees would exceed the revenue we have received from those PC OEM customers. In addition, if it were proven that we willfully
infringed on a third partys patents, we may be held liable for



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three times the amount of damages we would otherwise have to pay. In addition, intellectual property litigation may
require us to:



| |  | stop selling, incorporating or using our products that use the infringed intellectual property;
| | - | -----------------------------------------------------------------------------------------------



| |  | obtain a license to make, sell or use the relevant technology from the owner of the infringed intellectual property, which license may not be available on commercially reasonable
terms, or at all; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | redesign our products so as not to use the infringed intellectual property, which may not be technically or commercially feasible and may cause us to expend significant resources.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Furthermore, the defense of infringement claims
and lawsuits, regardless of their outcome, would likely be expensive to resolve and could require a significant portion of managements time. In addition, rather than litigating an infringement matter, we may determine that it is in our best
interests to settle the matter. Terms of a settlement may include restrictions or prohibitions on our ability to sell products incorporating the other partys technology, the payment of damages and our agreement to license technology in
exchange for a license fee and ongoing royalties. These fees may be substantial. If we are forced to take any of the actions described above, defend against any claims from third parties or pay any license fees or damages, our business could be
harmed.



We may be liable to some of our customers for damages that they
incur in connection with intellectual property claims.



Our license agreements, including the agreements we have entered into with our large PC OEM customers, generally contain warranties of non-infringement and commitments to indemnify our customers against liability arising from infringement
of third-party intellectual property rights. Examples of third-party intellectual property rights include the patents held by Nissim and by members of MPEG LA, DVD 6C and 4C. These commitments may require us to indemnify or pay damages to our
customers for all or a portion of any license fees or other damages, including attorneys fees, our customers are required to pay, or agree to pay, these or other third parties. We have received notices from some of our customers asserting that
we are required to indemnify them under our agreements with them, or providing notice that they have received from third parties infringement claims that are related to our products. These customers include, among others, Micron Electronics and MPC
LLC (formerly known as Micron PC LLC), as well as other customers with which we have settled. We expect to make additional cash payments to settle similar claims in the future. Although MPEG LA has stated that some of our PC OEM customers, including
Dell, Fujitsu Limited, Gateway, Hewlett-Packard, Sony and Toshiba, are currently MPEG LA licensees, not all of our PC OEM customers are MPEG LA licensees. Notwithstanding that we have signed a license agreement with MPEG LA, we may continue to be
liable to some of our customers for amounts that those customers pay or have paid to MPEG LA in settlement of claims of infringement brought by MPEG LA against those customers. Even with respect to those PC OEM customers that have become licensees,
we may have liability to these customers for prior infringement and future royalty payments. If we are required to pay damages to our customers or indemnify our customers for damages they incur, our business could be harmed. If our customers are
required to pay license fees in the amounts that are currently published by some claimants, and we are required to pay damages to our customers or indemnify our customers for such amounts, such payments would exceed our revenue from these customers.
Even if a particular claim falls outside of our indemnity or warranty obligations to our customers, our customers may be entitled to additional contractual remedies against us. Furthermore, even if we are not liable to our customers, our customers
may attempt to pass on to us the cost of any license fees or damages owed to third parties by reducing the amounts they pay for our products. These price reductions could harm our business.



We license technology from third parties for use in our WinDVD and other
standards-based products, and we might not be able to ship our products in their present forms if we fail to maintain these license arrangements.



We license technology for use in our WinDVD product, our WinRip product, our WinDVD Creator product, our WinRecorder product and other existing and
planned products from third parties under agreements, some of which have a limited duration. For example, we have a license agreement with Dolby Laboratories for its audio technology and logo, a license agreement with the DVD Copy Control
Association, Inc. for the content scrambling system designed to prevent the copying of DVDs, a license with MPEG-LA for its MPEG-2 video technology, a license from Thomson Licensing S.A. for its MP3 audio technology and various other license
agreements relating to patents, know-how and trademarks that are important to various aspects of the development, marketing and sale of our products. We are obligated to pay royalties under each of the Dolby, DVD Copy Control Association, MPEG-LA
and Thomson Licensing S.A. agreements, and Dolby, DVD Copy Control Association, MPEG LA and Thomson Licensing may each terminate its license if we breach any material provision of the license or if other events occur, as specified in the license
agreement. Recently, Dolby informed us of a royalty pricing increase planned the second quarter of 2004. Accordingly, even if we are able to maintain our licensing agreements with Dolby, we except our gross profits to be adversely affected by
increased royalty payments to Dolby. If we fail to maintain these license arrangements, we might not be able to ship our products in their present forms and our revenue could decline.



Because there is a small number of large PC OEMs, we have only a limited number of potential new large OEM customers for our WinDVD
product, which will likely cause our revenue to grow at a slower rate than in recent periods.



Our revenue growth has been achieved in large part due to sales of our WinDVD product to new, large PC OEM customers. Because there is only a limited number of potential
new, large PC OEM customers for our WinDVD product, we must derive any future revenue growth principally from increased sales of WinDVD or other products to existing PC OEMs and PC peripherals manufacturers and from sales to smaller regional PC OEMs
and directly to consumers through retail channels and our websites. Because some of these other revenue opportunities are more fragmented than the PC OEM market and will take more time and effort to penetrate, we expect that our revenue will grow at
a slower rate than in recent periods. Additionally, if the rate of such expansion via retail channels and our website proceeds slower than we anticipate, our financial position could be adversely affected.



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We depend substantially on our relationships with a small number of PC OEMs, and our failure to maintain or
expand these relationships would reduce our revenue and gross profit or otherwise harm our business.



The PC industry is highly concentrated, and we have derived a substantial portion of our revenue from sales of our products to a small number of PC OEMs.
For the three months ended March 31, 2004, our two largest customers accounted for 32% of our revenue, with Hewlett-Packard accounting for 19% and Toshiba accounting for 13% of our revenue during that period. We expect that the Dell revenue, which
accounted for 9% of our revenue during this period, may decrease to $0 in future periods because our current portion of their business is moving to one of our competitors. If we are unable to replace this lost revenue with revenue from other
customers, our revenue growth rate may slow or even decline. One customer accounted for 21% of our accounts receivables balance as of March 31, 2004. While a substantial portion of this accounts receivable has been paid, we expect that a small
number of customers will continue to account for a majority of our revenue, gross profit and accounts receivables for the foreseeable future because of the concentrated nature of our client base. If our customers dispute the accounts receivables or
are otherwise unable to pay the balance, our income from operations could decline. If the PC industry continues to consolidate, the number of customers accounting for the majority of our revenue could decrease further. Our agreements with our
customers typically do not contain minimum purchase commitments and are of limited duration or are terminable with little or no notice. The loss of any of these customers, or a material decrease in revenue from these customers, would reduce our
gross profit or otherwise harm our business.



If our
competitors offer our OEM customers more favorable terms than we do or if our competitors are able to take advantage of their existing relationships with these OEMs, then these OEMs may not include our software with their PCs. If we are unable to
maintain or expand our relationships with PC OEMs, our business will suffer.



As a result of our dependency on a small number of large PC OEMs, any problems those customers experience, or their failure to promote products that contain our software, could harm our operating results.



As a result of our concentrated customer base,
problems that our PC OEM customers experience could harm our operating results. Some of the factors that affect the business of our PC OEM customers, all of which are beyond our control, include:



| |  | the competition these customers face and the market acceptance of their products;
| | - | ---------------------------------------------------------------------------------



| |  | the engineering, marketing and management capabilities of these customers and the technical challenges that they face in developing their products;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the financial and other resources of these customers;
| | - | -----------------------------------------------------



| |  | new governmental regulations or changes in taxes or tariffs applicable to these customers; and
| | - | ----------------------------------------------------------------------------------------------



| |  | the failure of third parties to develop and introduce content for DVD and other digital media applications in a timely fashion.
| | - | -------------------------------------------------------------------------------------------------------------------------------



The inability of our PC OEM customers to successfully address any of these
risks could harm our business. In addition, we have little or no influence over the degree to which these customers promote products that incorporate our software or the prices at which these products are sold to end users. If our PC OEM customers
fail to adequately promote products that incorporate our software, our revenue could decline.



We have derived a substantial majority of our revenue from the sale of our WinDVD product to PC OEMs, and these customers may not continue to purchase this product or we may fail to attract new customers for
this product.



We derived 78% of our revenue for the
three months ended March 31, 2004 and 84% of our revenue for the three months ended March 31, 2003 from sales of our WinDVD product, primarily to PC OEMs. We expect that revenue from sales of our WinDVD product to PC OEMs will continue to account
for a substantial majority of our revenue for the foreseeable future. Accordingly, our business will suffer if our existing PC OEM customers do not continue to incorporate our WinDVD product into the PCs they sell or if we are unable to obtain new
PC OEM customers for our WinDVD product.



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Slow growth, or negative growth, in the PC industry could reduce demand for our products and reduce our gross
profit.



Our revenue depends in large part on the
demand for our products by PC OEMs. The PC industry has experienced slow or negative growth in the recent past due to a general economic slowdowns, market saturation and other factors. If slow or negative growth in the PC industry were to recur,
demand for our products may decrease. Furthermore, if a reduction in demand for our products occurs, we may not be able to reduce expenses commensurately, due in part to the continuing need for research and development. Accordingly, continued slow
growth or negative growth in the PC industry could reduce our gross profit.



Our success in generating revenue depends on the growth of the use of software solutions in the PC and consumer electronics industries.



Our continued success in generating revenue depends on growth in the use of software solutions to add features and functionality to PCs and CE devices.
Our software is currently used primarily in PCs, and we expect it to be useful for CE products. These markets are rapidly evolving, and it is difficult to predict their potential size or future growth rate. In addition, we are uncertain as to the
extent to which software products such as ours will be used in these markets in the future. Their market acceptance may be impacted by the performance, cost and availability of semiconductors that perform similar functions and the level of copy
protection that can be attained and maintained in software products. Our success in generating revenue in these markets will depend on increased adoption of software solutions based on the same standards as ours. If the PC and consumer electronics
markets adopt software solutions more slowly than we expect, or if content providers are dissatisfied with the level of copy protection available in software products, our growth would not likely continue, and our business would likely suffer.



Our products are based primarily on the Microsoft Windows operating
system, and most of our customers require that the combination of our software products and their PCs be certified by Microsofts Windows Hardware Qualification Labs. Accordingly, we are dependent on Microsoft, which exposes us to risks,
particularly if Microsoft chooses to compete with us in the future.



Our products are based primarily on the Microsoft Windows operating system. If industry and customer preferences in operating systems shift, our products may not be compatible with other operating systems and our business could be
harmed.



Our revenue is highly dependent upon acceptance
of products that are based on the Microsoft Windows operating system, which is currently the dominant operating system used in the PC industry. Microsoft could make changes to its operating system that could render our products incompatible. Other
industry participants could develop operating systems to replace the Windows operating system, and our products might not be compatible with those operating systems. If our products are not compatible with one or more of the operating systems with
significant PC market share, we could incur substantial costs and expend significant capital and other resources to adapt our products to one or more operating systems. There is no assurance that we would be able to adapt our products to changes
made in the Windows operating system in the future or to a new operating system, and any failure to adapt to changes in operating systems by the PC industry could result in significant harm to our business.



Most of our customers require that the combination of our software products and their PCs
be certified by Microsofts Windows Hardware Qualification Labs. If certification is not obtained, our revenue could decline or our customers may license a competitors software.



We sell most of our products through PC OEMs, which bundle our products with
their hardware products. Most of our PC OEM customers require Microsofts Windows Hardware Qualifications Labs, or WHQL, certification for our products on each PC platform before bundling and distribution. The certification process is entirely
under Microsofts control, and we may not obtain certification for any product on a timely basis or at all. Furthermore, Microsoft may change the requirements for certification at any time without notice. At various times in the past, Microsoft
has changed standards applicable to our products, which caused us to be out of compliance for a period of time. In the future, we may not be able to obtain necessary certification on a timely basis, if at all, for new PC models introduced by our
customers, for any of our products under development or for existing products, if the current standards are changed. Any delays in receipt of, or failure to receive, such certification could cause our revenue to decline or our customers to license a
competitors software.



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If Microsoft develops or licenses digital video and audio solutions that compete directly with ours, our business
could suffer.



Microsoft currently offers products in the
digital video and audio software markets. Some video and audio capabilities are built directly into their operating systems or are offered as upgrades to those operating systems at no additional charge. If Microsoft develops or licenses digital
video and audio solutions that compete directly with ours and incorporates the solutions into its operating system, or otherwise changes its operating system or its Windows Hardware Qualification Labs standards to render our products incompatible,
our business could be harmed.



Competition in our industry is intense and
is likely to continue to increase, which could result in price reductions, decreased customer orders, reduced product margins and loss of market share, any of which could harm our business.



Our industry is intensely competitive, and we expect competition to
intensify in the future. Our competitors include:



| |  | software companies that offer digital video or audio applications;
| | - | ------------------------------------------------------------------



| |  | companies offering hardware or semiconductor solutions as alternatives to our software products; and
| | - | ----------------------------------------------------------------------------------------------------



| |  | operating system providers that may develop and integrate applications into their products.
| | - | -------------------------------------------------------------------------------------------



Our primary competitors are Adobe Systems Incorporated, Cyberlink Corporation, Pinnacle Systems, Inc., Roxio, Inc., Sonic
Solutions, Inc. and Ulead Systems, Inc. Additional competitors are likely to enter our industry in the future. We also face competition from the internal research and development departments of other software companies and PC and CE manufacturers,
including some of our current customers. Some of our customers have the capability to integrate their operations vertically by developing their own software-based digital and audio solutions or by acquiring our competitors or the rights to develop
competitive products or technologies, which may allow these customers to reduce their purchases or cease purchasing from us completely. Operating system providers with an established customer base, such as Microsoft, already offer products in the
digital video and audio software markets. Some video and audio capabilities are built directly into their operating systems or are offered as upgrades to those operating systems at no additional charge. If Microsoft or other operating system
providers develop or license digital video and audio solutions that compete directly with ours and incorporate the solutions into their operating systems, our products could lose market share.



We expect our current competitors to introduce similar or improved products
at lower prices, and we will need to do the same to remain competitive. For example, we expect revenues from Dell to decline in successive quarters, with the possibility of no revenue from Dell in future periods, because our current portion of their
business is moving to one of our competitors. We may not be able to compete successfully against either current or future competitors with respect to new or improved products. We believe that competitive pressures may result in price reductions,
reduced margins and our loss of market share.



Many of our
current competitors and potential competitors have longer operating histories and significantly greater financial, technical, sales and marketing resources or greater name recognition than we do. As a result, these competitors are able to devote
greater resources to the development, promotion, sale and support of their products. In addition, our competitors that have large market capitalizations or cash reserves are in a better position to acquire other companies in order to gain new
technologies or products that may displace our products. Any of these potential acquisitions could give our competitors a strategic advantage. In addition, some of our current competitors and potential competitors have greater brand name
recognition, a more extensive customer base, more developed distribution channels and broader product offerings than we do. These companies can use their broader customer base and product offerings, or adopt aggressive pricing policies, to gain
market share. Increased competition in the market may result in price reductions, decreased customer orders, reduced profit margins and loss of market share, any of which could harm our business.



If we do not provide acceptable customer support, our reputation will suffer and it
will be difficult to retain existing customers or to acquire new customers.



We will need to continue to provide acceptable customer support to our customers. An inability to do so will harm our reputation and make it difficult to retain existing customers or acquire new customers. Most of our
experience to date has been with corporate customers, some of which require significant support when familiarizing themselves with the features and functionality of our products. We intend to increase sales of our products directly to consumers. We
have



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limited experience with widespread distribution of our products directly to consumers, and we may not have adequate
experience or personnel to provide the levels of support that these customers require. Our failure to provide adequate customer support for our products to either our corporate or consumer customers could damage our reputation and brand in the
marketplace and strain our relationships with customers. This could prevent us from retaining existing customers or acquiring new customers.



Our ability to achieve profitability will suffer if we fail to manage our growth effectively.



Our success depends on our ability to effectively manage the growth of our operations. We cannot be certain that our current
cost structure is appropriate for the level of revenue that we generate. Furthermore, we expect to increase the scope of our operations in the future. To manage the growth of our operations and personnel, we will need to improve our operational and
financial systems, procedures and controls as well as hire additional qualified personnel. Our current and planned systems, procedures and controls may not be adequate to support our future operations and expected growth. Delays or problems
associated with any improvement or expansion of our operational systems and controls could harm our relationships with customers, reputation and brand.



We may lack the ability to record, process, summarize and report financial data in compliance with our public company reporting requirements if we fail to improve
our internal controls and procedures for financial reporting.



In connection with the audit of our financial statements for the year ended December 31, 2003 and a review of our financial statements for the quarter ended March 31, 2004, our independent auditors advised management and the Audit Committee
of the Board of Directors that it had identified a deficiency in internal controls that rose to the level of a reportable condition under standards established by the American Institute of Certified Public Accountants. Reportable conditions are
matters that, in our auditors judgment, relate to significant deficiencies in the design or operation of our internal controls that could adversely affect our ability to record, process, summarize, and report financial data consistent with the
assertions of management in the financial statements. The reportable condition identified by our auditors relates to our internal controls over revenue recognition due to (i) our lack of a formally documented revenue recognition policy, (ii) our
failure, on certain occasions, to ensure that all contracts are appropriately executed, (iii) the absence of documentation supporting our revenue recognition for non-standard revenue agreements and (iv) our failure, on certain occasions, to document
credit checks on new customers. Our failure to effectively remedy the significant deficiencies identified by our auditors may adversely affect our ability to record, process, summarize and report financial data in compliance with public company
reporting requirements. Any failure to comply with public company reporting requirements could cause our stock price to decline.



The loss of any of our strategic relationships would make it more difficult to design competitive products and keep pace with evolving industry standards, which
could reduce demand for our products and harm our business.



We must design our software products to interoperate effectively with a variety of hardware and software products, including operating system software, graphics chips, DVD drives, PCs and PC chipsets. We depend on strategic relationships
with software developers and manufacturers of these products, particularly Microsoft and Intel, to achieve our



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design objectives, to produce products that interoperate successfully, to provide us with information concerning
customer preferences and evolving industry standards and trends, and to assist us in distributing our products to users. For example, we have been able to learn about future product lines being developed by some of our OEM customers in advance so
that we were able to more efficiently design products that our customers, and the ultimate end users, find valuable. However, we generally do not have any agreements with these third parties to ensure that such information will be provided to us,
and these relationships may not continue in the future. The loss of any one of these relationships could reduce demand for our products and harm our business.



Our products may have defects or may be incompatible with other software or components contained in our customers products, which could cause us to lose
customers, damage our reputation and create substantial costs.



Defects, referred to in the software industry as bugs, have been found in our products in the past and may be found in the future. In addition, our products may fail to meet our customers design specifications or be
incompatible with other software or components contained in our customers products, or our customers may change their design specifications or add additional third-party software or components after the production of our products. We may be
required to devote significant financial resources and personnel to correct any defects. A failure to meet our customers design specification often results in a loss of sales due to the length of time required to redesign the product. Our
products may also be required to interface with defective third-party software or components. If we are unable to detect or fix errors, or meet our customers design specifications, our business and results of operations would suffer.



We may experience seasonality in our business, which could cause our
operating results to fluctuate.



Our financial
condition and results of operations are likely to be affected by seasonality in the future. Historically, PC OEMs have experienced their highest volume of sales during the year-end holiday season. Because of the timing of our recognition of revenue
associated with the sale of our products to OEMs, we expect this seasonality to have a positive effect on our revenue and operating income in the first quarter of each calendar year and a negative effect on our revenue and operating income in the
second quarter of that year. To the extent our retail sales increase as a percentage of our revenue, we expect this would also result in greater seasonality in our results of operations.



The market for our products is new and constantly changing. If we do not respond to changes in a timely manner, our products likely
will no longer be competitive.



The market for our
products is characterized by rapid technological change, new and improved product introductions, changes in customer requirements and evolving industry standards. Our future success will depend to a substantial extent on our ability to develop,
introduce and support cost-effective new products and technologies on a timely basis. If we fail to develop and deploy new cost-effective products and technologies or enhancements of existing products on a timely basis, or if we experience delays in
the development, introduction or enhancement of our products and technologies, our products will no longer be competitive and our business will suffer. The development of new, technologically advanced products is a complex and uncertain process
requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. We may not be able to identify, develop, manufacture, market or support new or
enhanced products on a timely basis, if at all. Furthermore, our new products may never gain market acceptance, and we may not be able to respond effectively to product announcements by competitors, technological changes or emerging industry
standards. Our failure to respond to product announcements, technological changes or changes in industry standards would likely prevent our products from gaining market acceptance and harm our business.



If we do not successfully establish strong brand identity in the PC and consumer
electronics markets, we may be unable to achieve widespread acceptance of our products.



We believe that establishing and strengthening the InterVideo brand is critical to achieving widespread acceptance of our products and to establishing key
strategic relationships. The importance of brand recognition will increase as current and potential competitors enter the market with competing products. Our ability to promote and position our brand depends largely on the success of our marketing
efforts and our ability to provide high quality products and customer support. These activities are expensive and we may not generate a corresponding increase in customers or revenue to justify these costs. If we fail to establish and maintain our
brand, or if our brand value is damaged or diluted, we may be unable to attract new customers and compete effectively. Historically, we have relied primarily on a limited direct sales force, supported by third-



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party manufacturers representatives and distributors, to sell our products. Our sales strategy focuses
primarily on our corporate customers bundling our products with their hardware and distributing our products through their own distribution channels. We rely on our customers sales forces, marketing budgets and brand images to promote sales of
bundled products. If our corporate customers fail to successfully market and sell their products bundled with our products, or if our relationship with our corporate customers are terminated, we may be unable to effectively market and distribute our
products and services.



We rely on patents, trademarks, copyrights, trade
secrets and license agreements to protect our proprietary rights, which afford only limited protection.



Our success depends upon our ability to protect our proprietary rights. We rely on a combination of patent, copyright, trademark and trade secret laws, as
well as license and confidentiality agreements with our employees, customers, strategic partners and others to establish and protect our proprietary rights. The protection of patentable inventions is important to our future opportunities. We
currently have one issued U.S. patent and three patents issued in Taiwan, and we have 46 pending patent applications, comprised of 34 U.S. patent applications and 12 foreign patent applications. It is possible that:



| |  | our pending patent applications may not result in the issuance of patents;
| | - | --------------------------------------------------------------------------



| |  | we may not apply for or obtain effective patent protection in every country in which we do business;
| | - | ----------------------------------------------------------------------------------------------------



| |  | our patents may not be broad enough to protect our proprietary rights;
| | - | ----------------------------------------------------------------------



| |  | any issued patent could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from using the inventions claimed in
those patents;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may be required to grant cross-licenses to our patents in accordance with the terms of the agreements we enter into with customers or strategic partners;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | for business reasons we may choose not to enforce our patents against certain third parties; and
| | - | ------------------------------------------------------------------------------------------------



| |  | current and future competitors may independently develop similar technology, duplicate our products or design new products in a way that circumvents our patents.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Existing copyright, trademark and trade secret
laws and license and confidentiality agreements afford only limited protection. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States, and policing the
unauthorized use of our products is difficult. Any failure to adequately protect our proprietary rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease
in our revenue. Infringement claims and lawsuits would likely be expensive to resolve and would require managements time and resources and, therefore, could harm our business.



Our success depends on retaining our key personnel, including our executive officers, the loss of any of whom could disrupt our
operations or otherwise harm our business.



Our
success depends on the continued contributions of our senior management and other key engineering, sales and marketing and operations personnel. Competition for employees in our industry can be intense. We do not have employment agreements with, or
key man life insurance policies covering, any of our executives. In addition, significant portions of the capital stock and options held by the members of our management are vested, and some of our executives are parties to agreements that provide
for the acceleration of the vesting of a portion of their unvested shares and options under certain circumstances in connection with a change of control. There can be no assurance that we will retain our key employees or be able to hire
replacements. Our loss of any key employee or an inability to replace lost key employees and add new key employees as we grow could disrupt our operations or otherwise harm our business.



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We rely on the accuracy of our customers sales reports for collecting and reporting revenue. If these
reports are not accurate, our reported revenue will be inaccurate.



A substantial majority of our revenue is generated by our PC OEM customers that pay us a license fee based upon the number of copies of our software they bundle with the PCs that they sell. In collecting these fees,
preparing our financial reports, projections and budgets and in directing our sales efforts and product development, we rely on our customers to accurately report the number of units licensed. We have never audited any of our customers to verify the
accuracy of their reports or payments. Most of our license agreements permit us to audit our customers, but audits are expensive and time consuming and could harm our customer relationships. From time to time, customers have provided us with
inaccurate reports, which resulted in our under-reporting or over-reporting revenue for the associated period and recording an adjustment in a future period. If any of our customer reports are inaccurate, the revenue we collect and report will be
inaccurate and we may be required to make an adjustment to our revenue for a subsequent period, which could harm our business and credibility in the financial community.



Our international operations accounted for 47% of our revenue for the three months ended March 31, 2004 and 41% of our revenue for the
three months ended March 31, 2003, which may expose us to political, regulatory, economic, foreign exchange and operational risks.



Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. We expect to continue to derive a
significant portion of our revenue from international sales. We intend to expand our international operations in the future. Significant management attention and financial resources are needed to develop our international sales, support and
distribution channels and manufacturing. We may not be able to maintain international market demand for our products. Our future results could be harmed by a variety of factors related to international operations, including:



| |  | foreign currency exchange rate fluctuations;
| | - | --------------------------------------------



| |  | seasonal fluctuations in sales;
| | - | -------------------------------



| |  | changes in a specific countrys or regions political or economic condition, particularly in emerging markets;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | trade protection measures and import or export licensing requirements;
| | - | ----------------------------------------------------------------------



| |  | potentially adverse tax consequences;
| | - | -------------------------------------



| |  | longer accounts receivable collection cycles and difficulties in collecting accounts receivables;
| | - | -------------------------------------------------------------------------------------------------



| |  | difficulty in managing widespread sales, development and manufacturing operations; and
| | - | --------------------------------------------------------------------------------------



| |  | less effective protection of intellectual property.
| | - | ---------------------------------------------------



Currently, most of our international sales are denominated in U.S. dollars. Therefore, a strengthening of the dollar could make our products less
competitive in foreign markets. Our current distribution agreements shift foreign exchange risk to our foreign distributors. This exchange risk may harm the businesses of those distributors or make them less willing to carry and sell our products.
We do not use derivative instruments to hedge foreign exchange risk. In the future, a portion of our international revenue and expenses may be denominated in foreign currencies. Accordingly, we could experience the risks of fluctuating currencies
and may choose to engage in currency hedging activities. In addition, if we conduct sales in local currencies, we may engage in hedging activities, which may not be successful and could expose us to additional risks.



In addition, we and certain of our OEM customers maintain significant
operations in Asia. Any kind of economic, political or environmental instability in this region of the world could harm our operating results. Further, we may be impacted by the political, economic and military instability in Taiwan, including
potential international conflict arising from recent Taiwanese elections.



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Our business and future operating results are subject to a broad range of uncertainties arising out of
geopolitical developments in the Middle East and North Korea.



Our business and operating results are subject to uncertainties arising out of geopolitical developments in the Middle East and North Korea, including the U.S. actions in Iraq and the continuing political tension between the United States
and North Korea. These uncertainties include the potential worsening or extension of the current global economic slowdown and the economic consequences of additional military actions. Any similar geopolitical uncertainty in the future could harm our
operating results and stock price.



We may not be successful in
addressing problems encountered in connection with any acquisitions we may undertake, which could disrupt our operations or otherwise harm our business.



In the past, we have made acquisitions. We expect to continue to review opportunities to buy or make investments in other
businesses, products or technologies that would enhance our technical capabilities, complement our current products or expand the breadth of our markets or that may otherwise offer growth opportunities. Our continued acquisitions of businesses or
technologies will require significant commitment of resources. We may be required to pay for any acquisitions with cash, but we cannot be certain that additional capital will be available to us on favorable terms, if at all. In lieu of paying cash,
we could issue stock as consideration for an acquisition that would dilute existing stockholders percentage ownership, incur substantial debt or assume contingent liabilities. We have limited experience in acquiring other businesses and
technologies, including businesses with international operations. Potential and completed acquisitions and investments also involve numerous risks, including:



| |  | problems assimilating the purchased operations, personnel, technologies or products;
| | - | ------------------------------------------------------------------------------------



| |  | problems maintaining uniform standards, procedures, controls and policies;
| | - | --------------------------------------------------------------------------



| |  | unanticipated costs associated with the acquisition;
| | - | ----------------------------------------------------



| |  | diversion of managements attention from our core business;
| | - | -----------------------------------------------------------



| |  | adverse effects on existing business relationships with suppliers and customers;
| | - | --------------------------------------------------------------------------------



| |  | risks associated with entering markets in which we have no or limited prior experience; and
| | - | -------------------------------------------------------------------------------------------



| |  | potential loss of key employees of purchased organizations.
| | - | -----------------------------------------------------------



We may require substantial additional capital, which may not be available on acceptable terms or at all.



Our capital requirements will depend on many factors, including:



| |  | acceptance of, and demand for, our products;
| | - | --------------------------------------------



| |  | the costs of developing new products;
| | - | -------------------------------------



| |  | the need to license new technology, to enter into license agreements for existing technology or to settle intellectual property matters;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | the extent to which we invest in new technology and research and development projects;
| | - | --------------------------------------------------------------------------------------



| |  | the number and timing of acquisitions; and
| | - | ------------------------------------------



| |  | the costs associated with our expansion.
| | - | ----------------------------------------



To the extent the proceeds of this offering and our existing sources of cash and cash flow from operations are not sufficient to fund our activities, we
may need to raise additional funds. If we issue additional stock to raise capital, each stockholders percentage ownership in the Company would be reduced. Additional financing may not be available when needed on terms acceptable to us or at
all. If we raise funds through debt financing, we will have to pay interest and may be subject to restrictive covenants, which could limit our ability to take advantage of future opportunities, respond to competitive pressures or unanticipated
industry changes. If we cannot raise necessary additional capital on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated industry
changes.



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Our stock price is volatile.



The price at which our common stock trades is likely to be highly volatile and may fluctuate substantially due to many
factors, some of which are:



| |  | actual or anticipated fluctuations in our results of operations;
| | - | ----------------------------------------------------------------



| |  | changes in securities analysts expectations or our failure to meet those expectations;
| | - | ---------------------------------------------------------------------------------------



| |  | developments with respect to intellectual property rights;
| | - | ----------------------------------------------------------



| |  | announcements of technological innovations or significant contracts by us or our competitors;
| | - | ---------------------------------------------------------------------------------------------



| |  | introduction of new products by us or our competitors;
| | - | ------------------------------------------------------



| |  | commencement of or our involvement in litigation;
| | - | -------------------------------------------------



| |  | our sale of common stock or other securities in the future;
| | - | -----------------------------------------------------------



| |  | conditions and trends in technology industries;
| | - | -----------------------------------------------



| |  | changes in market valuation or earnings of our competitors;
| | - | -----------------------------------------------------------



| |  | the trading volume of our common stock;
| | - | ---------------------------------------



| |  | changes in the estimation of the future size and growth rate of our markets; and
| | - | --------------------------------------------------------------------------------



| |  | general economic conditions.
| | - | ----------------------------



In addition, the stock market has experienced significant price and volume fluctuations that has affected the market prices for the common stock of
technology companies. In the past, these market fluctuations were often unrelated or disproportionate to the operating performance of these companies. Any significant fluctuations in the future might result in a significant decline in the market
price of our common stock.



If proposed accounting regulations that
require companies to expense stock options are adopted, our earnings will decrease and our stock price may decline.



A number of publicly traded companies have recently announced that they will begin expensing stock option grants to employees. In addition, the Financial
Accounting Standards Board has indicated that possible rule changes requiring expensing of stock options may be adopted in the near future. Currently, we generally only disclose such expenses on a pro forma basis in the notes to our annual financial
statements in accordance with accounting principles generally accepted in the United States. If accounting standards are changed to require us to expense stock options, our reported earnings will decrease significantly, and our stock price could
decline.



We have implemented anti-takeover provisions that could
discourage a third party from acquiring us and consequently cause our stock price to decline.



Our certificate of incorporation and bylaws contain provisions that may have the effect of delaying or preventing a change of control or changes in
management that a stockholder might consider favorable. Our certificate and bylaws, among other things, provide for a classified board of directors, require that stockholder actions occur at duly called meetings of the stockholders, limit who may
call special meetings of stockholders and require advance notice of stockholder proposals and director nominations. These provisions, along with the provisions of the Delaware General Corporation Law, such as Section 203, prohibiting certain
business combinations with an interested stockholder, may delay or impede a merger, tender offer or proxy contest involving us. Any delay or prevention of a change of control transaction or changes in management could cause the market price of our
common stock to decline.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are exposed to the impact of changes in foreign currency exchange rates and changes in interest rates.



Foreign currency risk



To date, most of our revenue has been denominated in U.S. dollars. We expect, however, an increasing amount of revenue from selected international markets
to be denominated in the currency of the applicable market. As a result, our operating results may become subject to significant fluctuations based upon changes in the exchange rates of some currencies in relation to the U.S. dollar. Although we
will continue to monitor our exposure to currency fluctuations and, when appropriate, may use economic hedging techniques to minimize the effect of these fluctuations, exchange rate fluctuations may harm our financial results. For the three months
ended March 31, 2004, we did not have significant foreign currency denominated net assets or net liabilities positions, and had no foreign currency contracts outstanding.



Interest rate risk



We have limited exposure to financial market risks, including changes in interest rates. Our interest income is sensitive to changes in the general
level of U.S. interest rates, particularly because the majority of our investments are in short-term instruments. Due to the short-term nature of our investments, we believe that we are not exposed to any material market risk.



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ITEM 4. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures



Our management, together with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) of the Securities Exchange Act of 1934, as amended, (the Exchange Act)) as of March 31, 2004. Subject to the limitations described below, as of the end of the period covered by this report, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to provide reasonable assurance that the information required to be disclosed by us in
reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



In connection with the completion of its audit of our financial statements
for the year ended December 31, 2003 and a review of our financial statements for the quarter ended March 31, 2004, our independent auditors, KPMG LLP (KPMG) advised management and the Audit Committee of the Board of Directors that it
had identified a deficiency in internal controls that rose to the level of a reportable condition under standards established by the American Institute of Certified Public Accountants. The reportable condition relates to our internal controls over
revenue recognition due to (i) our lack of a formally documented revenue recognition policy, (ii) our failure, on certain occasions, to ensure that all contracts are appropriately executed, (iii) the absence of documentation supporting the
Companys revenue recognition for non-standard revenue agreements and (iv) our failure, on certain occasions, to document credit checks on new customers.



Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will
prevent all errors and all fraud. Because of inherent limitations on any systems of disclosure controls and procedures, no evaluation of controls can provide absolute assurance that all errors or fraud, if any, within a company can be detected.



Changes in internal control over financial reporting.



During the first quarter, we implemented the Oracle
enterprise resource planning system which will enable us to more efficiently handle the financial reporting and disclosure obligations of a public company.



There were no other changes in our internal control over financial reporting during the first quarter of fiscal year 2004
that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



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PART 2  OTHER INFORMATION



ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS



Use of Proceeds



We intend to use a portion of
the net proceeds from our initial public offering of stock on July 16, 2003 to repurchase up to $10 million of our outstanding common stock under our Stock Repurchase Program approved by the Board of Directors on April 28, 2004 and for making
investments in certain other companies, as approved by the Board of Directors from time to time.



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a)
Exhibits



Exhibits filed with the Quarterly Report on Form
10-Q for the quarter ended March 31, 2003 are as follows:



|                |  |                |  |                                                                                                                                
|--------------- |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibitfootnote |  | Exhibit Number |  | Description                                                                                                                    
|(a)             |  | 3.1            |  | Certificate of Incorporation                                                                                                   
|(b)             |  | 3.2            |  | Bylaws                                                                                                                         
|(c)             |  | 4.1            |  | Investors Rights Agreement, dated July 2, 1999, as amended, by and among Registrant and the parties who are signatories thereto
|                |  | 31.1           |  | Chief Executive Officer Certification                                                                                          
|                |  | 31.2           |  | Chief Financial Officer Certification                                                                                          
|                |  | 32.1           |  | Section 906 Certification of Chief Executive Officer                                                                           
|                |  | 32.2           |  | Section 906 Certification of Chief Financial Officer                                                                           

---

|(a) | Filed as Exhibit 3.2 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(b) | Filed as Exhibit 3.4 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(c) | Filed as Exhibit 10.5 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



The Company filed the following Current Report on Forms 8-K during the quarter ended March 31, 2004:



On February 4, 2004, the Company filed a Current Report on Form 8-K
regarding the Companys issuance of a press release announcing its earnings for the quarter and year ended December 31, 2003.



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) 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.



Date: May 17, 2004InterVideo, Inc.(Registrant)By:

/s/ STEVE ROSteve RoChief Executive OfficerBy:

/s/ RANDALL BAMBROUGHRandall BambroughChief Financial Officer




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