##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



(Mark One)

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



| | For The Quarterly Period Ended: August 31, 2003
| | -----------------------------------------------



| ̈ | 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: 0-14779



MEDIA 100 INC.

(Exact name of
registrant as specified in its charter)



|DELAWARE                                                      |  | 04-2532613                             
|------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of organizationor incorporation) |  | (I.R.S. Employer Identification Number)



450 DONALD LYNCH
BOULEVARD

MARLBOROUGH, MASSACHUSETTS

(Address of principal executive offices)



01752-4748

(Zip code)



(508) 460-1600

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes x    No ̈



Indicate by check mark
whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).



Yes ̈No x



Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date.



|Common Stock, par value $.01 per share |  | 13,195,638 shares             
|-------------------------------------- |  | ------------------------------
|Class                                  |  | Outstanding at October 7, 2003



---



---

##### Table of Contents

MEDIA 100 INC.



INDEX TO FORM
10-Q



|                               |  |                                                                                                                         |  | PAGENUMBER
|------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----------
|                               | 
|PART I - FINANCIAL INFORMATION |  |                                                                                                                        
|ITEM 1                         |  | Condensed Consolidated Financial Statements:                                                                            |  |           
|                               |  | Condensed Consolidated Balance Sheets as of August 31, 2003 and November 30, 2002                                       |  | 3         
|                               |  |                                                                                                                        
|                               |  | Condensed Consolidated Statements of Operations for the three and nine months ended August 31, 2003 and August 31, 2002 |  | 4         
|                               |  |                                                                                                                        
|                               |  | Condensed Consolidated Statements of Cash Flows for the nine months ended August 31, 2003 and August 31, 2002           |  | 5         
|                               |  |                                                                                                                        
|                               |  | Notes to Condensed Consolidated Financial Statements                                                                    |  | 6 - 16    
|                               |  |                                                                                                                        
|ITEM 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 17 - 24   
|                               |  |                                                                                                                        
|                               |  | Cautionary Statements                                                                                                   |  | 24 - 29   
|                               |  |                                                                                                                        
|ITEM 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                                                              |  | 29 - 30   
|                               |  |                                                                                                                        
|ITEM 4                         |  | Controls and Procedures                                                                                                 |  | 30        
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                                                        
|ITEM 1                         |  | Legal Proceedings                                                                                                       |  | 30 - 31   
|                               |  |                                                                                                                        
|ITEM 4                         |  | Submission of Matters to a Vote of Security Holders                                                                     |  | 31        
|                               |  |                                                                                                                        
|ITEM 6                         |  | Exhibits and Reports on Form 8-K                                                                                        |  | 31        
|                               | 
|SIGNATURES                     |  | 32                                                                                                                     
|                               | 
|EXHIBIT INDEX                  |  | 33                                                                                                                     



2



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



|ITEM 1: |  | FINANCIAL STATEMENTS
|------- |  | --------------------



MEDIA 100 INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

(unaudited)



|                                                                                                                                                                                     |  | August 31,2003 |          |   | November 30,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | -------- | - | ---------------- | -
|ASSETS                                                                                                                                                                               |  |                |          |   |                  |  
|Current assets:                                                                                                                                                                      |  |                |          |   |                  |  
|Cash and cash equivalents                                                                                                                                                            |  | $              | 1,249    |   |                  | $
|Available for sale securities, at fair value                                                                                                                                         |  |                |         |   |                  |  
|Restricted cash                                                                                                                                                                      |  |                | 215      |   |                  |  
|Accounts receivable, net of allowance for doubtful accounts of $388 in 2003 and $409 in 2002                                                                                         |  |                | 1,703    |   |                  |  
|Inventories                                                                                                                                                                          |  |                | 1,065    |   |                  |  
|Prepaid expenses and other current assets                                                                                                                                            |  |                | 761      |   |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|Total current assets                                                                                                                                                                 |  |                | 4,993    |   |                  |  
|                                                                                                                                                                                     |  |               
|Property and equipment, net                                                                                                                                                          |  |                | 1,349    |   |                  |  
|Intangible assets, net                                                                                                                                                               |  |                | 102      |   |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|                                                                                                                                                                                     |  |               
|Total assets                                                                                                                                                                         |  | $              | 6,444    |   |                  | $
|                                                                                                                                                                                     |  |                |          |   |                  |  
|                                                                                                                                                                                     |  |               
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                 |  |                |          |   |                  |  
|Current liabilities:                                                                                                                                                                 |  |                |          |   |                  |  
|Accounts payable                                                                                                                                                                     |  | $              | 711      |   |                  | $
|Accrued expenses                                                                                                                                                                     |  |                | 2,624    |   |                  |  
|Deferred revenue                                                                                                                                                                     |  |                | 2,759    |   |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|Total current liabilities                                                                                                                                                            |  |                | 6,094    |   |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|                                                                                                                                                                                     |  |               
|Contingencies (Note 9)                                                                                                                                                               |  |                |          |   |                  |  
|                                                                                                                                                                                     |  |               
|Series A convertible preferred stock, $.01 par value Authorized  2,500 shares, 1,045 issued and outstanding at August 31,
2003 and none issued and outstanding at November 30, 2002 |  |                | 1,045    |   |                  |  
|                                                                                                                                                                                     |  |               
|Stockholders equity:                                                                                                                                                                |  |                |          |   |                  |  
|Common stock, $.01 par value, Authorized - 25,000,000 shares - 13,220,000 and 12,977,000 issued and 13,190,000 and 12,947,000
outstanding at August 31, 2003 and November 30, 2002   |  |                | 132      |   |                  |  
|Capital in excess of par value                                                                                                                                                       |  |                | 218,368  |   |                  |  
|Accumulated deficit                                                                                                                                                                  |  |                | (218,944 | ) |                  |  
|Treasury stock, 30,000 shares at cost                                                                                                                                                |  |                | (78      | ) |                  |  
|Accumulated other comprehensive loss                                                                                                                                                 |  |                | (173     | ) |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|Total stockholders equity                                                                                                                                                           |  |                | (695     | ) |                  |  
|                                                                                                                                                                                     |  |                |          |   |                  |  
|                                                                                                                                                                                     |  |               
|Total liabilities and stockholders equity                                                                                                                                           |  | $              | 6,444    |   |                  | $
|                                                                                                                                                                                     |  |                |          |   |                  |  



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



3



---

##### Table of Contents

MEDIA 100 INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                             |  | Three Months EndedAugust 31, |        |   | Nine Months EndedAugust 31, |  
|---------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | --------------------------- | -
|                                                                             |  | 2003                         |        |   | 2002                        |  
|Net sales:                                                                   |  |                              |        |   |                             |  
|Products                                                                     |  | $                            | 2,138  |   |                             | $
|Services                                                                     |  |                              | 1,213  |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Total net sales                                                              |  |                              | 3,351  |   |                             |  
|                                                                             |  |                              |        |  
|Cost of sales                                                                |  |                              | 1,697  |   |                             |  
|Accelerated depreciation and amortization of property and equipment (Note 5) |  |                              |       |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Gross profit                                                                 |  |                              | 1,654  |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|                                                                             |  |                              |        |  
|Operating expenses:                                                          |  |                              |        |   |                             |  
|Research and development                                                     |  |                              | 1,431  |   |                             |  
|Selling and marketing                                                        |  |                              | 1,412  |   |                             |  
|General and administrative                                                   |  |                              | 672    |   |                             |  
|Amortization and write-off of intangible assets                              |  |                              |       |   |                             |  
|Accelerated depreciation and amortization of property and equipment (Note 5) |  |                              |       |   |                             |  
|Restructuring expense                                                        |  |                              | (21    | ) |                             |  
|Settlement of litigation (Notes 6 and 9)                                     |  |                              |       |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Total operating expenses                                                     |  |                              | 3,494  |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Operating loss                                                               |  |                              | (1,840 | ) |                             |  
|                                                                             |  |                              |        |  
|Interest income, net                                                         |  |                              | 2      |   |                             |  
|Other (loss) income, net                                                     |  |                              | (135   | ) |                             |  
|                                                                             |  |                              |        |   |                             |  
|Loss from operations before benefit from income taxes                        |  |                              | (1,973 | ) |                             |  
|Benefit from income taxes                                                    |  |                              |       |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Net loss                                                                     |  | $                            | (1,973 | ) |                             | $
|                                                                             |  |                              |        |   |                             |  
|Dividend payable to preferred stockholder                                    |  |                              | 89     |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Accretion of convertible preferred stock                                     |  |                              |       |   |                             |  
|                                                                             |  |                              |        |   |                             |  
|Net loss attributable to common stockholders                                 |  | $                            | (2,062 | ) |                             | $
|                                                                             |  |                              |        |   |                             |  
|                                                                             |  |                              |        |  
|Basic and diluted loss per share attributable to common stockholders:        |  |                              |        |   |                             |  
|Basic                                                                        |  | $                            | (0.16  | ) |                             | $
|                                                                             |  |                              |        |   |                             |  
|Diluted                                                                      |  | $                            | (0.16  | ) |                             | $
|                                                                             |  |                              |        |   |                             |  
|                                                                             |  |                              |        |  
|Shares used in computing basic and diluted net loss per share                |  |                              | 13,196 |   |                             |  
|                                                                             |  |                              |        |   |                             |  



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



4



---

##### Table of Contents

MEDIA 100 INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                            |  | Nine Months Ended |       
|------------------------------------------------------------------------------------------- |  | ----------------- | ------
|                                                                                            |  | August 31,2003    |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                   |       
|Net loss                                                                                    |  | $                 | (4,625
|Adjustments to reconcile net loss from operations to net cash used in operating activities: |  |                   |       
|Depreciation and amortization                                                               |  |                   | 974   
|Non-cash settlement of litigation                                                           |  |                   |      
|Amortization and write-off of intangible assets                                             |  |                   |      
|Changes in assets and liabilities:                                                          |  |                   |       
|Restricted cash                                                                             |  |                   | 2,969 
|Accounts receivable                                                                         |  |                   | 732   
|Inventories                                                                                 |  |                   | 1,382 
|Prepaid expenses and other current assets                                                   |  |                   | (245  
|Accounts payable                                                                            |  |                   | (584  
|Accrued expenses                                                                            |  |                   | (3,053
|Deferred revenue                                                                            |  |                   | (1,745
|                                                                                            |  |                   |       
|Net cash used in operating activities                                                       |  |                   | (4,195
|                                                                                            |  |                   |       
|                                                                                            |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                   |       
|Purchases of equipment                                                                      |  |                   | (378  
|Purchase of intangible assets                                                               |  |                   | (32   
|Proceeds from sales of marketable securities                                                |  |                   | 126   
|                                                                                            |  |                   |       
|Net cash used in investing activities                                                       |  |                   | (284  
|                                                                                            |  |                   |       
|                                                                                            |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                   |       
|Proceeds from issuance of preferred stock                                                   |  |                   | 1,045 
|Proceeds from issuance of common stock                                                      |  |                   | 140   
|                                                                                            |  |                   |       
|Net cash provided by financing activities                                                   |  |                   | 1,185 
|                                                                                            |  |                   |       
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                     |  |                   | (30   
|                                                                                            |  |                   |       
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   |  |                   | (3,324
|CASH AND CASH EQUIVALENTS, beginning of period                                              |  |                   | 4,573 
|                                                                                            |  |                   |       
|CASH AND CASH EQUIVALENTS, end of period                                                    |  | $                 | 1,249 
|                                                                                            |  |                   |       
|                                                                                            |  |                  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                           |  |                   |       
|Cash received for income taxes                                                              |  | $                 |      
|                                                                                            |  |                   |       
|                                                                                            |  |                  
|NON CASH INVESTING AND FINANCING ACTIVITY:                                                  |  |                   |       
|Accretion of convertible preferred stock attributable to beneficial conversion feature      |  | $                 | 457   
|                                                                                            |  |                   |       
|Change in value of marketable securities                                                    |  | $                 | 10    
|                                                                                            |  |                   |       



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



5



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)



1. Basis of Presentation



The accompanying interim unaudited consolidated financial statements include the accounts of Media 100 Inc. (the Company), a Delaware corporation, and its
wholly owned subsidiaries. In the opinion of management, the interim consolidated financial statements and disclosures reflect all adjustments necessary for fair presentation. Interim results are not necessarily indicative of results expected for a
full year or for any other interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the
Companys latest audited financial statements, which are included in the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2002, filed with the Securities and Exchange Commission.



The preparation of financial statements in conformity with accounting principles generally
accepted in the United States 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. Actual results could differ from those estimates.



Media 100 Inc., and subsidiaries (the Company) design and sell advanced media systems for content design. In the case of the Companys newest and most advanced
development, 844/X, we have integrated the
previously separate workflows of real-time video editing and the compositing of layers of video, computer graphics, audio, and metadata. We believe this workflow integration is a technical breakthrough that over time will attract existing and new
video editing users who wish to be able to design more complex content that comprises dozens, even hundreds of distinct content layers. The Company has developed new technologyintegrated software and hardware, including Application-Specific
Integrated Circuits (ASICs)to perform compositing in real time or at high speed to allow compositing operations to be performed within an editing environment and executed at high speed without host-based rendering, which is slow
and impedes productivity.



The Companys products are personal
computer-based workstations configured with proprietary software and hardware that we engineer and manufacture. In some cases, particularly with 844/X, we sell our products as fully integrated systems, meaning we configure and ship the system to an
end user, or reseller, with a host personal computer, our software and hardware, and optional disk storage; in other cases, we deliver only our software and hardware (unbundled), typically to an independent value-added reseller that
configures the turnkey system themselves on behalf of an end user.



The Company
has incurred an operating loss during the nine months ended August 31, 2003 and operating losses in the past five fiscal years. In addition, it has experienced negative cash flow from ongoing operations during fiscal 2003. The Company incurred a net
loss attributable to common stockholders of approximately $5.2 million for the nine months ended August 31, 2003 and as of August 31, 2003 the Company had an accumulated deficit of approximately $219 million.



The Company has already taken a series of actions to reduce the negative cash flow it
experienced in the past fiscal year including the termination of employees, reductions in the salaries paid to executives and certain other employees, relocation of its facility to lower cost space and a reduction in the marketing expenses for
existing products. However, these expense reductions will not be enough to return the Company to profitability without revenue growth. The Companys current operating plan and cash flow projections assume a certain level of revenue and
operating expenses. If the Company fails to achieve its revenue plan then management will reduce operating expenses as a result of the revised revenue expectations at that time in order to conserve cash. The current cash flow projections also assume
the Company will not require substantial cash for capital purchases or to fund substantial increases in inventory, accounts receivable or other assets and the projections assume the Company will be able to continue to collect accounts receivables in
a timely basis and will not incur substantial bad debts as a result of the failure of customers to pay.



On May 14, 2003, the Company announced that Coghill Capital Management, LLC (CCM) executed an agreement to invest $2.5 million in a new series of class A preferred shares that are convertible into common
stock. In May 2003, the Company received $1,045,000 of the total $2.5 million. The remaining $1,455,000, received September 3, 2003, was approved at a meeting of stockholders on August 22, 2003. The proceeds of the transaction will provide
additional capital for the continued development and marketing of the Companys 844/X products and for general corporate purposes. Please see Note 15 for further discussion of the preferred shares.



6



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



1. Basis of Presentation (continued)



On May 27, 2003, our stock began trading on The Nasdaq SmallCap Market. At that time, we satisfied all of the listing
requirements; however, in order for our stock to remain listed on this stock exchange we must maintain minimum listing requirements including minimum stockholders equity of $2.5 million. As of August 31, 2003, our stockholders equity was
negative $695,000 and therefore does not meet the minimum listing requirements to remain listed on The Nasdaq SmallCap Market. The $2.5 million we recently raised in additional capital is expected to be classified in stockholders equity in the
fourth quarter of fiscal 2003, bringing total stockholders equity to approximately $1.8 million. This amount is still below the minimum amount required for continued listing and, therefore, we need to raise additional capital to comply with
the minimum-listing requirement for stockholders equity. On September 22, 2003, Nasdaq notified us that we do not comply with the minimum listing requirement and denied our request for continued listing on The Nasdaq SmallCap Market. We
appealed this decision and a hearing has been scheduled for October 23, 2003 to address this issue. There can be no assurance that we will be able to take actions sufficient to achieve or maintain compliance with the continued listing criteria of
The Nasdaq SmallCap Market. As a result, the price and liquidity of our common stock could be adversely affected, our ability to access the capital markets would likely be more limited, and our ability to generate new sales of our products may be
adversely affected and may cause existing customers and vendors to question our viability.



The Companys ability to continue to operate as a going concern through at least the next 12 months is contingent upon the achievement of forecasted revenue growth from its 844/X product and managements
ability to manage expenses consistent with actual revenues achieved. Although the Company has raised approximately $2.5 million from a current investor, management does not believe these funds will be sufficient to sustain operations for at least
the next 12 months without the attainment of planned revenue growth, a further reduction in operating expenses, or both. If management is unable to reduce expenses to manageable levels to support its current and anticipated revenue levels, the
Company will begin to explore alternatives relating to either obtaining additional capital or a sale of all or part of the Companys business.



2. Principles of Consolidation



The accompanying interim unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of
significant intercompany transactions and balances. These consolidated financial statements reflect the use of the following significant accounting policies, as described below and elsewhere in the notes to the interim unaudited consolidated
financial statements. These interim unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.



3. Cash, Cash Equivalents and Available for Sale Securities



Cash equivalents are carried at cost, which approximates fair market value, and have
original maturities of less than 90 days. Cash equivalents include money market accounts and repurchase agreements with overnight maturities.



As part of the McRoberts litigation discussed in Note 9, the Company had placed approximately $2.8 million in an escrow account as of November 30, 2002 while the case was
on appeal. The appellate court rendered its decision in favor of McRoberts on May 14, 2003. Approximately $2.8 million was released from escrow as a partial payment of the judgment during the quarter ended May 31, 2003. During the third quarter of
fiscal 2003, the Company released the remaining escrow, as well as, approximately $261,000 as payment for the trade secret judgment awarded during the appeal. Approximately $215,000 and $388,000 of the cash and cash equivalents was restricted under
various letters of credit at August 31, 2003 and November 30, 2002, respectively.



The Company accounts for securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under this standard, the Company is required to
classify all investments in debt and equity securities into one or more of the following three categories: held-to-maturity, available-for-sale or trading. Available-for-sale securities are recorded at fair market value with unrealized gains and
losses excluded from earnings and included as a component of stockholders equity. All of the Companys securities are classified as available for sale.



7



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



3. Cash, Cash Equivalents and Available for Sale Securities (continued)



Securities held as of August 31, 2003 and November 30, 2002 consists of the following (in thousands):



|Investments available for sale:      |  | Maturity         |  | August 31,2003 |   | November 30,2002
|------------------------------------ |  | ---------------- |  | -------------- | - | ----------------
|Equity securities                    |  |                  |  | $              |  |                 
|Corporate obligations                |  | Less than 1 year |  |                |  |                 
|                                     |  |                  |  |                |   |                 
|Total investments available for sale |  |                  |  | $              |  |                 
|                                     |  |                  |  |                |   |                 



Marketable securities had a cost of
$116 and a market value of $126 at November 30, 2002.



4. Inventories



Inventories are stated at the lower of first-in,
first-out (FIFO) cost or market and consist of the following (in thousands):



|                |  | August 31,2003 |       | November 30,2002
|--------------- |  | -------------- | ----- | ----------------
|Raw materials   |  | $              | 414   |                 
|Work-in-process |  |                | 271   |                 
|Finished goods  |  |                | 380   |                 
|                |  |                |       |                 
|                |  | $              | 1,065 |                 
|                |  |                |       |                 



Work-in-process and finished goods
inventories include material, labor and manufacturing overhead. Management performs periodic reviews of inventory and disposes of items not required by their manufacturing plan. Our reserve for excess and obsolete inventory is primarily based upon
forecasted demand for our products. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.



5. Property and Equipment, net



Property and equipment, net, at August 31, 2003 and November 30, 2002 is stated at cost, less accumulated depreciation and amortization, and
consists of the following (in thousands):



|                                               |  | August 31,2003 |        |   | November 30,2002 |  
|---------------------------------------------- |  | -------------- | ------ | - | ---------------- | -
|Machinery and equipment                        |  | $              | 4,583  |   |                  | $
|Purchased software                             |  |                | 1,677  |   |                  |  
|Furniture and fixtures                         |  |                | 47     |   |                  |  
|Leasehold improvements                         |  |                | 635    |   |                  |  
|                                               |  |                |        |   |                  |  
|                                               |  | $              | 6,942  |   |                  | $
|Less accumulated depreciation and amortization |  |                | (5,593 | ) |                  |  
|                                               |  |                |        |   |                  |  
|                                               |  | $              | 1,349  |   |                  | $
|                                               |  |                |        |   |                  |  



In connection with the signing of the
lease amendment for the Companys principal facility in January 2002, the Company revised the estimated useful life of leasehold improvements and certain furniture and fixtures that would not be moved to the new facility. The charge has been
reflected as accelerated depreciation and amortization of property and equipment in the accompanying



8



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



5. Property and Equipment, net (continued)



Condensed Consolidated Statements of Operations. Amounts classified as leasehold improvements are additions related to the Companys new principal
facility.



6. Intangible Assets



Intangible assets, net at August 31, 2003 and November 30, 2002 consist of the following (in
thousands):



|                              |  | August 31,2003 |      |   | November 30,2002 |  
|----------------------------- |  | -------------- | ---- | - | ---------------- | -
|Patents and trademarks        |  | $              | 580  |   |                  | $
|Less accumulated amortization |  |                | (478 | ) |                  |  
|                              |  |                |      |   |                  |  
|                              |  | $              | 102  |   |                  | $
|                              |  |                |      |   |                  |  



Patents and trademarks are being
amortized over three years.



During the year ended November 30, 2002, the
Company settled litigation with the former shareholders of Wired, which was acquired by the Company in fiscal 2000. As part of the settlement, the Company assigned all rights to the Wired product line, intellectual property relating to Wired
products and on-hand inventory related to the Wired product line to the former shareholders. In return, Wired granted the Company an irrevocable license to use the source code, technology, know how and intellectual property; provided however, the
license does not include the right to sell Wired products or any equivalent products incorporating the source code, technology, know how and intellectual property. In addition, Wired promised to pay the Company a royalty of 5% of adjusted gross
sales of the assigned products not to exceed $1.2 million, plus the cost of the inventory assigned. The Company recorded approximately $25,000 in royalty income during the nine months ended August 31, 2003. Litigation settlement included in the
Condensed Consolidated Statements of Operations for the nine months ended August 31, 2002 represents the cost of inventory transferred, the net book value of remaining intangible assets associated with the acquisition, and legal fees associated with
the settlement.



7. Net Loss Per Common Share



The Company computes earnings per share pursuant to SFAS No. 128, Earnings
Per Share. In accordance with SFAS No. 128, basic net income (loss) per share is computed using the weighted-average number of common shares outstanding. Diluted income per share is computed using the weighted-average number of common shares
outstanding and potential common shares from the assumed exercise of stock options and warrants outstanding during the period, if any, using the treasury stock method.



The Company excludes potentially dilutive securities from its diluted net income (loss) per share computation when either the exercise price
of the securities exceeds the fair value of the Companys common stock or when the Company reports a net loss and the effect of including such securities would be antidilutive. Options to purchase approximately 3,027,000 and 3,072,000 weighted
average shares of common stock have been excluded from the computation of diluted average shares outstanding at August 31, 2003 and August 31, 2002, respectively, as the effect of their inclusion would have been antidilutive.



In May 2003, we issued convertible preferred stock that includes a dividend and a beneficial
conversion feature (see Note 18). For purposes of calculating our net loss attributable to common stockholders, we included the dividend for the third quarter of fiscal 2003 and included both the dividend and the beneficial conversion feature for
the nine months ended August 31, 2003.



8.
Accounting for Stock Based Compensation



The Company accounts for stock-based
awards to employees using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no compensation
expense is recorded for options issued to employees in fixed amounts and with fixed exercise prices at least equal to the fair market value of the Companys common stock at the date of the grant. The Company follows the disclosure-only
provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, for all employee awards.



9



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



8. Accounting for Stock Based Compensation (continued)



The following table illustrates the effect on net loss and net loss per share as if the Company had applied the fair
value recognition provisions of SFAS No. 123, to stock-based employee awards (in thousands, except per share data).



|                                                                                                 |  | Three months endedAugust 31, |        |   | Nine months endedAugust 31, |  
|------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------ | - | --------------------------- | -
|                                                                                                 |  | 2003                         |        |   | 2002                        |  
|Net loss attributable to common stockholders                                                     |  | $                            | (2,062 | ) |                             | $
|Add: Stock-based employee compensation expense determined under fair value method for all awards |  |                              | (146   | ) |                             |  
|                                                                                                 |  |                              |        |   |                             |  
|Pro forma net loss                                                                               |  | $                            | (2,208 | ) |                             | $
|                                                                                                 |  |                              |        |   |                             |  
|Loss per share:                                                                                  |  |                              |        |   |                             |  
|Basicas reported                                                                                |  | $                            | (0.16  | ) |                             | $
|                                                                                                 |  |                              |        |   |                             |  
|Basicpro forma                                                                                  |  | $                            | (0.17  | ) |                             | $
|                                                                                                 |  |                              |        |   |                             |  
|Dilutedas reported                                                                              |  | $                            | (0.16  | ) |                             | $
|                                                                                                 |  |                              |        |   |                             |  
|Dilutedpro forma                                                                                |  | $                            | (0.17  | ) |                             | $
|                                                                                                 |  |                              |        |   |                             |  



Under SFAS 123, the fair value of each
option grant is estimated on the date of grant using the Black-Scholes option pricing model and is amortized over the stock options vesting period.



9. Contingencies



The Company provides accruals for all direct costs, such as legal fees, associated with the estimated resolution of known contingencies. The accrual is established at the
earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.



On June 7, 1995, a lawsuit was filed against the Company by Avid Technology, Inc. (Avid) in the United States District Court for the District of
Massachusetts. The complaint generally alleges patent infringement by the Company arising from the manufacture, sale, and use of the Companys Media 100 products. The complaint includes requests for injunctive relief, treble damages, interest,
costs and fees. In July 1995, the Company filed an answer and counterclaim denying any infringement and asserting that the Avid patent in question is invalid. The Company is vigorously defending this lawsuit. In addition, Avid is seeking reissue of
the patent, including claims that it asserts are broader than in the existing patent, and these reissue proceedings remain pending before the U.S. Patent and Trademark Office. On January 16, 1998, the court dismissed the lawsuit without prejudice to
either party moving to restore it to the docket upon completion of all matters pending before the U.S. Patent and Trademark Office.



On August 16, 2000, the U.S. Patent and Trademark Office issued an Office Action rejecting all of the claims made by Avid in their latest request for reexamination of the
patent related to the aforementioned lawsuit. In addition, the Examiner at the U.S. Patent and Trademark Office designated the action as final. Avid filed a Notice of Appeal of the Examiners rejections to the U.S. Patent and
Trademark Office Board of Patent Appeals and Interferences. On February 20, 2003, oral argument regarding the reexamination of Avids U.S. Patent No. 5,045,940 occurred and on March 21, 2003 a decision was rendered rejecting all of Avids
claims and sustaining the Examiners rejection of all claims made on appeal. On May 19, 2003, Avid filed a Notice of Appeal of the Boards decision to the United States Court of Appeals for the Federal Circuit. The appeal is pending. There
can be no assurance that the Company will prevail in the appeal by Avid or that the expense or other effects of the appeal, whether or not the Company prevails, will not have a material adverse effect on the Companys business, operating
results and financial condition. The Company has not made any provision in the accompanying financial statements regarding this matter.



On October 12, 1999, a lawsuit was filed against the Company by McRoberts Software, Inc. (MSI) in the United States District Court for the Southern District
of Indiana. The complaint alleged copyright infringement, breach of contract, and trade secret misappropriation. The complaint included requests for unspecified monetary damages and enhanced damages, interest, costs and fees. An unfavorable verdict
was filed on February 25, 2002 against the Company in the amount of $2.5 million. The Company and MSI filed post-trial motions. Those motions were ruled upon with the trial court reducing the total amount awarded by the jury but assessing
prejudgment interest and attorneys fees. The Company appealed the entire judgment to the United States Court



10



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



9. Contingencies (continued)



of Appeals for the Seventh Circuit and on May 14, 2003 the appeal court rendered a decision in favor of McRoberts. As part of its decision, the appellate
court reinstated a $300,000 trade secret component of damages. On May 29, 2003, the Company released approximately $2.8 million from escrow and later paid the remaining $39,000 escrow and an additional $261,000 from unrestricted cash to pay the
judgment. McRoberts motion seeking attorneys fees of approximately $90,000 for the appeal was denied. McRoberts is seeking pre-judgment and post-judgment interest on its trade secret award in an amount yet to be quantified. Claims for interest
remain in dispute and have not been provided for the accompanying financial statements at August 31, 2003.



During the year ended November 30, 2002, the Company settled litigation with the former shareholders of Wired, which was acquired by the Company in fiscal 2000. As part of the settlement, the Company assigned all
rights to the Wired product line, intellectual property relating to Wired products and on-hand inventory related to the Wired product line to the former shareholders. In return, Wired granted the Company an irrevocable license to use the source
code, technology, know how and intellectual property; provided however, the license does not include the right to sell Wired products or any equivalent products incorporating the source code, technology, know how and intellectual property. In
addition, Wired promised to pay the Company a royalty of 5% of adjusted gross sales of the assigned products not to exceed $1.2 million, plus the cost of the inventory assigned. The Company has recorded approximately $25,000 in royalty income during
the nine months ended August 31, 2003. Litigation settlement included in the Condensed Consolidated Statements of Operations for the nine months ended August 31, 2002 represents the cost of inventory transferred, the net book value of remaining
intangible assets associated with the acquisition, and legal fees associated with the settlement.



From time to time the Company is involved in other disputes and/or litigation encountered in its normal course of business. The Company does not believe that the ultimate impact of the resolution of such other
outstanding matters will have a material effect on the Companys business, operating results or financial condition.



Under the terms of the Companys standard product license and sale contracts, the Company indemnifies its customers for the potential liability associated with the
infringement of other parties technology based upon the Companys products. There is a possibility that the Company may be liable to any of its customers in the event that there is infringement occurring. The Company is not aware of any
infringement related to the Companys technology, and therefore has not accrued any amounts for the replacement or refund of any software products sold through August 31, 2003.



10. Income Taxes



The Company recorded an income tax benefit of $102,000 during the nine months ended August 31, 2002 as the Company received a refund from the U.S. Government related
to a prior period payment.



11. Accrued
Expenses



Accrued expenses at August 31, 2003 and November 30, 2002 consist of
the following (in thousands):



|                                       |  | August 31,2003 |       | November 30,2002
|-------------------------------------- |  | -------------- | ----- | ----------------
|Payroll, payroll taxes and other taxes |  | $              | 824   |                 
|Accrued warranty                       |  |                | 525   |                 
|Accrued restructuring                  |  |                | 10    |                 
|Accrued inventory                      |  |                | 442   |                 
|Accrued legal                          |  |                | 26    |                 
|Accrued selling and marketing          |  |                | 204   |                 
|Accrued other                          |  |                | 593   |                 
|                                       |  |                |       |                 
|                                       |  | $              | 2,624 |                 
|                                       |  |                |       |                 



11



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



12. Comprehensive loss



The Company records items of comprehensive income or loss in accordance with SFAS No.130,
Reporting Comprehensive Income, and presents such information in the statement of stockholders equity. The components of accumulated other comprehensive loss are as follows (in thousands):



|                                                         |  | Three months endedAugust 31, |        |   | Nine months endedAugust 31, |  
|-------------------------------------------------------- |  | ---------------------------- | ------ | - | --------------------------- | -
|                                                         |  | 2003                         |        |   | 2002                        |  
|Net loss                                                 |  | $                            | (1,973 | ) |                             | $
|                                                         |  |                              |        |  
|Cumulative translation adjustment                        |  |                              | 83     |   |                             |  
|Unrealized holding gain on available for sale securities |  |                              |       |   |                             |  
|                                                         |  |                              |        |   |                             |  
|                                                         |  |                              |        |  
|Total comprehensive loss                                 |  | $                            | (1,890 | ) |                             | $
|                                                         |  |                              |        |   |                             |  



12



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



13. Segment Information



The Company applies the provisions of SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, which establishes standards for public companies to report operating segment information in annual and interim financial statements. Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the chief decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Companys chief operating decision-making
group is composed of the Chief Executive Officer and members of senior management. The Companys reportable operating segments are digital video systems and services.



The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Revenues are
attributed to geographic areas based on where the customer is located. Segment information for the three and nine months ended August 31, 2003 and August 31, 2002 is as follows:



|                                   |  | DigitalVideoSystems |        | Services |       | Corporate |     | Total
|---------------------------------- |  | ------------------- | ------ | -------- | ----- | --------- | --- | -----
|Three months ended August 31, 2003 |  |                     |        |          |       |           |     |      
|Net sales from external customers  |  | $                   | 2,138  |          | 1,213 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Gross profit                       |  |                     | 615    |          | 1,039 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Depreciation and amortization      |  |                     | 284    |          | 7     |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Interest income, net               |  |                     |       |          |      |           | 2   |      
|                                   |  |                     |        |          |       |           |     |      
|Nine months ended August 31, 2003  |  |                     |        |          |       |           |     |      
|Net sales from external customers  |  | $                   | 9,564  |          | 3,716 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Gross profit                       |  |                     | 3,538  |          | 3,094 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Depreciation and amortization      |  |                     | 950    |          | 24    |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Interest income, net               |  |                     |       |          |      |           | 38  |      
|                                   |  |                     |        |          |       |           |     |      
|Three months ended August 31, 2002 |  |                     |        |          |       |           |     |      
|Net sales from external customers  |  | $                   | 3,931  |          | 1,437 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Gross profit                       |  |                     | 1,453  |          | 1,181 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Depreciation and amortization      |  |                     | 491    |          | 9     |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Interest income, net               |  |                     |       |          |      |           | 31  |      
|                                   |  |                     |        |          |       |           |     |      
|Nine months ended August 31, 2002  |  |                     |        |          |       |           |     |      
|Net sales from external customers  |  | $                   | 11,862 |          | 4,583 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Gross profit                       |  |                     | 4,087  |          | 3,752 |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Depreciation and amortization      |  |                     | 2,737  |          | 34    |           |    |      
|                                   |  |                     |        |          |       |           |     |      
|Interest income, net               |  |                     |       |          |      |           | 146 |      
|                                   |  |                     |        |          |       |           |     |      



Interest income is considered a
corporate level activity and is, therefore, not allocated to segments. Management believes transfers between geographic areas are accounted for on an arms length basis.



13



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



13. Segment Information (continued)



Net sales by geographic area for the quarters ended August 31, 2003 and 2002 were as follows (in thousands):



|                                           |  | Three Months Ended
|------------------------------------------ |  | ------------------
|                                           |  | August 31,2003    
|North America                              |  | $                 
|United Kingdom, Sweden, Denmark and Norway |  |                   
|France, Spain and Benelux                  |  |                   
|Germany, Austria and Switzerland           |  |                   
|Asia, Japan and other foreign countries    |  |                   
|                                           |  |                   
|                                           |  | $                 
|                                           |  |                   



|                                           |  | Nine Months Ended
|------------------------------------------ |  | -----------------
|                                           |  | August 31,2003   
|North America                              |  | $                
|United Kingdom, Sweden, Denmark and Norway |  |                  
|France, Spain and Benelux                  |  |                  
|Germany, Austria and Switzerland           |  |                  
|Asia, Japan and other foreign countries    |  |                  
|                                           |  |                  
|                                           |  | $                
|                                           |  |                  



Long-lived tangible assets by
geographic area as of August 31, 2003 and November 30, 2002 consist of the following (in thousands):



|               |  | August 31,2003 |       | November 30,2002
|-------------- |  | -------------- | ----- | ----------------
|United States  |  | $              | 1,257 |                 
|United Kingdom |  |                | 53    |                 
|Germany        |  |                | 15    |                 
|France         |  |                | 24    |                 
|               |  |                |       |                 
|               |  | $              | 1,349 |                 
|               |  |                |       |                 



14.
New Accounting Standards



On December 31, 2002, SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure was issued. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition to the
fair value method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure provisions of SFAS No. 123 to require disclosure in the summary of significant accounting policies of the effects of an
entitys accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS No. 148 does not amend SFAS No. 123 to require companies to account for
their employee stock-based awards using the fair value method. However, the disclosure provisions are required for all companies with stock-based employee compensation, regardless of whether they utilize the fair value method of accounting described
in SFAS No. 123 or the intrinsic value method described in APB Opinion No. 25. SFAS No. 148s amendment of the transition and annual disclosure provisions of SFAS No. 123 are effective for fiscal years ending after December 15, 2002. The
Company has adopted



14



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



14. New Accounting Standards (continued)



the annual disclosure provisions of SFAS No. 123 and has begun with quarterly disclosures for the quarter ended May 31, 2003. The adoption of this standard
did not have a material impact on the Companys financial statements.



In
November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others
(the Interpretation). The Interpretation requires certain guarantees to be recorded at fair value, which is different from current practice, which is generally to record a liability only when a loss is probable and reasonably estimable, as those
terms are defined in SFAS No. 5, Accounting for Contingencies. The Interpretation also requires a guarantor to make new disclosures, even when the likelihood of making any payments under the guarantee is remote. The Interpretation
applies to public and non-public entities, and its disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The adoption of the interpretation has not had a material impact on the
Companys position or results of operations.



During May 2003, the FASB
issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity
and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those financial instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Other than classifying the convertible preferred stock as part of stockholders equity on our balance sheet, the
Company does not expect the adoption of SFAS No. 150 to have a significant impact on its results of operations or financial position.



In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, to expand upon and
strengthen existing accounting guidance that addresses when a company should include in its financial statements the assets, liabilities, and activities of another entity. Previously, a company generally has included other entities in its
consolidated financial statements only if it controlled the entity through voting interests. Interpretation No. 46 changes that guidance by requiring variable interest entities, as defined, to be consolidated by a company if that company is subject
to a majority of the risk of loss from the variable interest entitys activities or is entitled to receive a majority of the entitys residual returns. Interpretation No. 46 also requires disclosure about variable interest entities that a
company is not required to consolidate, but in which it has a significant variable interest. On October 8, the FASB deferred the effective date of Interpretation No. 46 until the end of periods ending after December 15, 2003. The Company does not
believe the adoption of Interpretation No. 46 will have a material impact on its consolidated financial statements.



15. Series A Convertible Preferred Stock



On May 14, 2003, Media 100 Inc. (Media 100) entered into a Series A Convertible Preferred Stock Purchase Agreement pursuant to which Media 100 will sell and
issue 2,500 shares of its Series A Convertible Preferred Stock, par value $.01 per share, in a private placement to CCM Master Fund Ltd. (CCM) for an aggregate purchase price of up to $2,500,000. According to the agreement, the Company
must meet certain covenants regarding stockholders equity or be required to pay cash dividends. On May 14, 2003, the Company issued 1,045 shares for approximately $1.0 million. These covenants include achieving a minimum level of
stockholders equity by September 2003 and May 2004 of $3.4 million and $4.9 million, respectively. If these levels are not met, the dividend is 10% and 20% of the funds invested, respectively. We did not achieve the minimum level required in
September 2003 and, therefore, will pay the 10% dividend in May 2004. There is the potential that the dividend will increase to 20% if we do not have at least $4.9 million in stockholders equity on May 31, 2004. In addition, the preferred
stock has certain liquidation preferences including potentially receiving 200% of the funds invested in the event of a liquidating event such as a change in control of the Company. For a further explanation of the terms of the stock purchase
agreement, see our Form 8-K filed on May 21, 2003.



The Preferred Shares are
convertible into Common Stock at an initial conversion price of $0.967, initially representing 2,585,315 shares of common stock. Subject to certain conditions, each Preferred Share carries a mandatory conversion provision whereby if the closing
price of Media 100s Common Stock exceeds 300% of the conversion price for 45 consecutive trading days, the Preferred Shares shall automatically convert into Common Stock at the conversion price then in effect. The Preferred Shares are subject
to the terms and conditions of the Certificate of Designation of Series A Convertible Preferred Stock, which under certain circumstances are mandatorily redeemable based on events beyond the Companys control. Accordingly, the carrying value of
the preferred shares has been shown as an obligation of the Company and excluded from Stockholders equity.



Under the terms of the agreement, the Company sought and received stockholder approval for $1,455,000 of the purchase amount because this transaction combined with
CCMs existing ownership, will exceed the 20% threshold requirement of the The NASDAQ Stock Market, Inc. Under terms of the purchase agreement, under certain circumstances, CCM may exercise a right of first refusal to subscribe for certain
equity issued by the Company in its future financings. The amount was received on September 3, 2003.





15



---

##### Table of Contents

MEDIA 100 INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, EXCEPT FOR NOVEMBER 30, 2002 AMOUNTS)

(Continued)



15. Series A Convertible Preferred Stock (continued)





Neither the Series A Preferred
Securities nor the conversion shares are currently registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Subject to
certain conditions as part of the financing, at any time after the first anniversary of the closing date, the holders of the Registrable Securities constituting at least 50% interest of the total share of Registrable Securities then outstanding may
request in writing that Media 100 file a registration agreement with the Securities and Exchange Commission covering the resale of the conversion shares.



16. Restructuring Expense



In the second quarter of fiscal 2003, Media 100 implemented a restructuring plan to better align its operating costs with its anticipated future revenue stream. The
restructuring charge of $214,000 related to the elimination of approximately 25 employees across the following functions: operations (8), product development (11), and selling and marketing (6). The restructuring expense included professional fees
relating to the restructuring. At August 31, 2003, $117,000 of the accrued restructuring charge was unexpended. The total cash used related to the restructuring during the quarter was approximately $214,000.



17. Notes Receivable



As part of the Digital Origin, Inc. (DO) acquisition in May 2000, Media 100
acquired an investment in a private company consisting of series A & B preferred and common stock. At the time, no value had been placed on either the preferred or common stock due to the uncertainty of realization of value from the investment.
In addition to the series A & B preferred stock, the company also has series C, D, and E preferred stock outstanding which would have been given preference in a liquidation event. On May 12, 2003, the private company converted all outstanding
preferred stock into secured promissory notes. In the recapitalization, Media 100 received a promissory note in the amount of $934,615 in exchange for its series B preferred stock and a promissory note in the amount of $674,326 in exchange for its
series A preferred stock. The private company has approximately $10.5 million of these notes outstanding to all debt holders. Payments under the Series B commence May 1, 2009 and payments under series A commence May 1, 2012. Given the extended time
period before the notes are payable to Media 100, combined with the fact that the notes are non-interest bearing, Media 100 continues to ascribe no value to this investment in its accompanying financial statements. The Company will periodically
reevaluate its accounting for these notes based on changes in fact and circumstances as they may occur.



18. Convertible Preferred Stock Beneficial Conversion Feature



In May 2003, we issued convertible preferred stock, which contained preferences over our common stock, including liquidation preferences,
potential dividend preferences, and voting privileges. The conversion price per share was calculated at 120% of the closing price per common share for the 30 day period ended March 31, 2003, which was determined to be $0.967. At the date of issuance
of the preferred stock, our common stock closed at $1.39 per share. As a result, we concluded that a beneficial conversion feature existed in the preferred stock on the date of issuance. We calculated this beneficial conversion feature as the
difference between the $0.967 and the $1.39, or $0.423 per share. We issued 1,080,662 shares of preferred stock, which resulted in a beneficial conversion feature of $457,000. This amount has been recorded in our Condensed Consolidated Statements of
Operations for the nine months ended August 31, 2003.



In September 2003, we
issued additional shares of convertible preferred stock with the same preferences as the May 2003 issuance. The September 2003 issuance will also have a beneficial conversion feature of approximately $100,000. This amount will be recorded as an
expense in our fourth quarter of fiscal 2003.



16



---

##### Table of Contents

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



Overview



The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial
statements and the related notes appearing elsewhere in this report. The discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The preparation of these requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including those related to product returns,
bad debts, inventories, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Cautionary Statements and elsewhere in this report.



We design and sell advanced media systems for content design. In the case of our newest and most advanced development, 844/X, we have integrated the previously separate workflows
of real-time video editing and the compositing of layers of video, computer graphics, audio, and metadata. We believe this workflow integration is a technical breakthrough that over time will attract existing and new video editing users who wish to
be able to design more complex content that comprises dozens, even hundreds of distinct content layers. Our Company has developed new technologyintegrated software and hardware, including Application-Specific Integrated Circuits
(ASICs)to perform compositing in real time or at high speed to allow compositing operations to be performed within an editing environment and execute at high speed without host-based rendering, which is slow and impedes
productivity.



Our products are personal computer-based workstations configured
with proprietary software and hardware that we engineer and manufacture. In some cases, particularly with 844/X, we sell our products as fully integrated systems, meaning we configure and ship the system to an end user, or reseller, with a host
personal computer, our software and hardware, and optional disk storage; in other cases, we deliver only our software and hardware (unbundled), typically to an independent value-added reseller that configures the turnkey system
themselves on behalf of an end user.



Critical Accounting Policies and
Estimates



Our managements discussion and analysis of financial
condition and results of operations addresses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, inventories, the impairment of long lived assets, legal contingencies and discontinued operations.
Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies most significantly affect the portrayal of our financial condition and require
managements most difficult and subjective judgments.



Revenue Recognition



We recognize revenue in
accordance with Statement of Position 97-2, Software Revenue Recognition as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, with respect to Certain Transactions. Net sales are recognized following
establishment of persuasive evidence of an arrangement, provided that the license fee is fixed or determinable, delivery of product has occurred via physical shipment or electronically, a determination has been made by management that collection is
probable and the Company has no remaining obligations. Revenues under multiple element arrangements, which typically include products and maintenance sold together, are allocated to each element using the residual method in accordance with SOP 98-9.
The Company provides for estimated returns at the time of shipment. The Company recognizes maintenance revenue from the sale of post-contract support services ratably over the life of the contract. We maintain allowances for estimated losses
resulting from the inability of our customers to make required payments, however, if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, allowances would be required.



17



---

##### Table of Contents

Inventories



Our reserve for excess and obsolete inventory is primarily based upon forecasted demand for our products and any change to the reserve
arising from forecast revisions is reflected in cost of sales in the period the revision is made. The Company writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.



Long-lived Assets



Property and equipment, including leasehold improvements,
are depreciated over their estimated useful lives.



Legal Contingencies



We are currently involved in legal proceedings.
As discussed in Note 9 of the consolidated financial statements, as of August 31, 2003, we have provided accruals for all direct costs associated with the estimated resolution of known contingencies. The accrual is established at the earliest date
at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Litigation could take several years to complete. Accordingly, actual legal fees and, possibly, damages awards or
settlements, could differ significantly from our estimates. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions, or the effectiveness of
our strategies, related to these proceedings.



Results of Operations



The following table shows certain consolidated statements of operations
data as a percentage of net sales.



|                                                                             |  | Three months endedAugust 31, |    |  | Nine months endedAugust 31, |   
|---------------------------------------------------------------------------- |  | ---------------------------- | -- |  | --------------------------- | --
|                                                                             |  | 2003                         |    |  | 2002                        |   
|Net sales:                                                                   |  |                              |    |  |                             |   
|Products                                                                     |  | 63.8                         | %  |  | 73.2                        | % 
|Services                                                                     |  | 36.2                         |    |  | 26.8                        |   
|                                                                             |  |                              |    |  |                             |   
|Total net sales                                                              |  | 100.0                        |    |  | 100.0                       |   
|Cost of sales                                                                |  | 50.6                         |    |  | 50.9                        |   
|Accelerated depreciation and amortization of property and equipment (Note 5) |  |                             |    |  |                            |   
|                                                                             |  |                              |    |  |                             |   
|Gross profit                                                                 |  | 49.4                         |    |  | 49.1                        |   
|                                                                             |  |                              |    |  |                             |   
|Operating expenses:                                                          |  |                              |    |  |                             |   
|Research and development                                                     |  | 42.7                         |    |  | 39.2                        |   
|Selling and marketing                                                        |  | 42.1                         |    |  | 30.7                        |   
|General and administrative                                                   |  | 20.1                         |    |  | 14.8                        |   
|Amortization and write-off of intangible assets                              |  |                             |    |  | 5.2                         |   
|Accelerated depreciation and amortization of property and equipment (Note 5) |  |                             |    |  |                            |   
|Restructuring expense                                                        |  | (0.6                         | )  |  | 5.6                         |   
|Settlement of litigation (Note 6 and 9)                                      |  |                             |    |  |                            |   
|                                                                             |  |                              |    |  |                             |   
|Total operating expenses                                                     |  | 104.3                        |    |  | 95.5                        |   
|                                                                             |  |                              |    |  |                             |   
|Operating loss                                                               |  | (54.9                        | )  |  | (46.4                       | ) 
|Interest income, net                                                         |  | 0.1                          |    |  | 0.6                         |   
|Other income, net                                                            |  | (4.0                         | )  |  | 3.8                         |   
|                                                                             |  |                              |    |  |                             |   
|Loss from operations before benefit from taxes                               |  | (58.8                        | )  |  | (42.0                       | ) 
|Benefit from income taxes                                                    |  |                             |    |  |                            |   
|                                                                             |  |                              |    |  |                             |   
|Net loss                                                                     |  | (58.8                        | )% |  | (42.0                       | )%
|                                                                             |  |                              |    |  |                             |   
|Dividend payable to preferred stockholder                                    |  | 2.7                          |    |  | 0.0                         |   
|                                                                             |  |                              |    |  |                             |   
|Accretion of convertible preferred stock                                     |  | 0.0                          |    |  | 0.0                         |   
|                                                                             |  |                              |    |  |                             |   
|Net loss attributable to common stockholders                                 |  | (61.5                        | )% |  | (42.0                       | )%
|                                                                             |  |                              |    |  |                             |   



18



---

##### Table of Contents

Comparison of Third Fiscal Quarter of 2003 to Third Fiscal Quarter of 2002



Net sales. We derive our sales from the licensing and sale of our software and systems for
content design, and from services in the form of annual contracts supporting our software and systems. In the case of software and systems, we recognize revenue upon shipment or distribution over the Internet to a customer provided there exists
persuasive evidence of an arrangement, the license fee is fixed or determinable, a determination has been made by management that the collection is probable and the Company has no remaining obligations. In the case of services that support our
software and systems products, called Platinum Services, we recognize revenue ratably over the life of the service contract.



Our total net sales for the third quarter of fiscal 2003 decreased 37.6% to $3.4 million from $5.4 million for the third quarter of fiscal 2002. Net sales from products
for the third quarter of fiscal 2003 decreased 45.6% to $2.1 million from $3.9 million for the third quarter of fiscal 2002. The decrease in net sales from products is due to lower sales of our digital video editing systems (decrease of $1.5
million) due to increased competition resulting in lower unit sales and average selling prices and lower sales of 844/X (decrease of $300,000) due to initial shipments of the product to the reseller channel in the prior year. We anticipate the trend
of lower year-over-year sales of our digital video systems to continue in fiscal 2003, offset by increased sales from 844/X. Services for the third quarter of fiscal 2003 decreased 15.6% to $1.2 million from $1.4 million for the third quarter of
fiscal 2002. The decrease in services is the result of lower sales of service contracts due to lower unit sales of our digital video editing systems and lower renewal rates of these service contracts from our installed base.



Net sales from customers outside of North America accounted for approximately 34.2% and 46.2%
of net sales in the third quarter of fiscal 2003 and the third quarter of fiscal 2002, respectively. With the introduction of 844/X in April 2002, we are continuing to develop our indirect distribution channels in North America, Europe, Asia and
Latin America and currently anticipate that customers outside North America will continue to account for a substantial portion of our net sales, and as a percentage of net sales, to range between 35% and 45% during the remainder of fiscal 2003.



Cost of sales. Cost of sales for products consists of the cost of
manufacturing PCI hardware boards for our advanced media systems for content design and our digital video editing systems and royalties paid to third parties for their software that has been integrated into our systems. Cost of sales also includes
the cost of manuals and other product documentation, related labor and, in the case of 844/X, may include third-party components such as disk drives, personal computers and other third-party hardware components. Cost of sales for our service
offerings consists of salaries and related expenses for service personnel delivering the service to the customer.



Total cost of sales decreased 37.9% to $1.7 million in the third quarter of fiscal 2003 from $2.7 million in the third quarter of fiscal 2002. The decrease in cost of
sales is related to lower unit sales of our digital video editing systems.



Gross profit. Our gross profit decreased 37.2% to $1.7 million in the third quarter of fiscal 2003 from $2.6 million in the third quarter of fiscal 2002. Overall gross profit as a percentage of net sales increased to 49.4% in the third
quarter of fiscal 2003 from 49.1% in the third quarter of fiscal 2002. Gross profit as a percentage of net sales of products decreased to 28.8% in the third quarter of fiscal 2003 from 37.0% in the third quarter of fiscal 2002, while gross profit as
a percentage of net sales of services increased to 85.7% in the third quarter of fiscal 2003 from 82.2% in the third quarter of fiscal 2002. The decrease in gross profit for products in the third quarter of fiscal 2003 over the third quarter of
fiscal 2002 was the result of lower unit sales of our digital video editing products and 844/X. The higher gross profit for services in the third quarter of fiscal 2003 over the third quarter of fiscal 2002 was the result of lower personnel costs
related to technical support. During the remainder of fiscal 2003, we currently anticipate that gross margins will remain stable.



Research and development. Research and development expenses include costs incurred to develop and improve our existing intellectual property and develop new intellectual
property and are charged to expense as incurred. To date, development costs for our systems have been charged to expense as incurred because the costs incurred from the attainment of technological feasibility to general product release have not been
significant. Our research and development costs may fluctuate from quarter to quarter due to the nature of the products under development. Some of our systems have PCI hardware included in the product and the costs associated with designing and
developing this type of hardware can be expensive. In addition, our software developers require this hardware in order to integrate the software code they develop with the hardware to create a fully integrated advanced media system for content
design.



Research and development expenses decreased 31.9% to $1.4 million in
the third quarter of fiscal 2003 from $2.1 million in the third quarter of fiscal 2002. The majority of the decrease in research and development expenses represented lower development costs associated with 844/X, which shipped in April 2002. We
currently anticipate our research and development expenses will



19



---

##### Table of Contents

decrease in absolute dollars in fiscal 2003 versus fiscal 2002 because we believe that ongoing development costs and the cost of improvements to 844/X will
not be as high in fiscal 2003 as the development costs incurred in fiscal 2002 when we shipped the first version of the product.



Selling and marketing. Selling and marketing expenses consist primarily of salaries and related benefits, travel, commissions and marketing costs such as advertising,
trade shows, marketing materials, lead generation activities and public relations. Our selling and marketing expenses may fluctuate from quarter to quarter based on the timing of trade shows and sales commissions, which vary based on sales.



Selling and marketing expenses decreased 14.4% to $1.4 million in the third
quarter of fiscal 2003 from $1.7 million in the third quarter of fiscal 2002. We currently anticipate that our selling and marketing expenses will decrease in absolute dollars in fiscal 2003 versus fiscal 2002 because, in fiscal 2002, we incurred
significant marketing expenses related to the introduction of 844/X and, while we plan to continue aggressively marketing 844/X, we believe our marketing costs in fiscal 2003 will be less than fiscal 2002.



General and administrative. General and administrative expenses consist primarily of salaries
and related benefits, travel and outside services for human resources, finance, information technology, legal, and other administrative functions. General and administrative expenses decreased 15.6% to $672,000 in the third quarter of fiscal 2003
from $796,000 in the third quarter of fiscal 2002. The decrease in general and administrative expenses resulted primarily from lower expenses in the following categories: legal fees; employee-related; occupancy; and outside services. We currently
anticipate that our general and administrative expenses will decrease in fiscal 2003 compared to fiscal 2002 as we align our expense structure with anticipated revenue levels.



Amortization of intangible assets. We recorded amortization expense of $279,000 in the third quarter of fiscal 2002 related to the
acquisitions of Wired, Inc. and certain assets of Integrated Computing Engines, Inc. During fiscal 2002, we expensed all remaining goodwill related to these acquisitions and, therefore, there was no amortization expense in the third quarter of
fiscal 2003.



Restructuring expense. We reversed $21,000 of restructuring
expense in the third quarter of fiscal 2003 because it was determined that the estimate made in the second quarter of fiscal 2003 related to a reduction in force plan implemented during the second quarter of fiscal 2003 was not necessary. In the
third quarter of fiscal 2002, we recorded restructuring expense of $299,000 related to a reduction in force.



Interest income, net. Interest income, net, decreased 93.5% to $2,000 in the third quarter of fiscal 2003 from $31,000 in the third quarter of fiscal 2002. The decrease in interest income, net, resulted from lower
cash and cash equivalents due primarily to the net loss incurred in fiscal 2002 and the first nine months of fiscal 2003. We currently anticipate that interest income will decline in fiscal 2003 versus 2002 due to lower cash levels.



Other income (loss), net.Other loss, net was $135,000 for the third quarter of fiscal
2003 versus other income, net of $204,000 for the third quarter of fiscal 2002. Other income (loss), net primarily consists of foreign exchange gains or losses on intercompany transactions with our foreign subsidiaries. Gains and losses on our
intercompany transactions with our foreign subsidiaries are impacted by changes in the value of the U.S. dollar relative to certain European currencies.



Tax provision or benefit. We did not record a tax provision or benefit in the third quarters of either fiscal 2003 or 2002 due to the net loss incurred during both
periods.



Net loss. As a result of the above factors, we recorded a net loss in
the third quarter of fiscal 2003 in the amount of ($2.0) million, or ($0.15) per share, compared to a net loss of ($2.3) million, or ($0.17) per share, in the third quarter of fiscal 2002.



Dividend payable to preferred stockholder. We recorded a dividend payable to our preferred
stockholder of $89,000 in the third quarter of fiscal 2003 versus $0 in the third quarter of fiscal 2002. In May 2003, we issued preferred stock in a private placement to raise capital to fund ongoing operations.



Net loss attributable to common stockholders. As a result of the above factors, we recorded a
net loss attributable to common stockholders in the third quarter of fiscal 2003 in the amount of ($2.1) million, or ($0.16) per share, compared to a net loss attributable to common stockholders of ($2.3) million, or ($0.17) per share, in the third
quarter of fiscal 2002.



20



---

##### Table of Contents

Comparison of First Nine Months of Fiscal 2003 to First Nine Months of Fiscal 2002



Net sales. We derive our sales from the licensing and sale of our software and systems for
content design, and from services in the form of annual contracts supporting our software and systems. In the case of software and systems, we recognize revenue upon shipment or distribution over the Internet to a customer provided there exists
persuasive evidence of an arrangement, the license fee is fixed or determinable, a determination has been made by management that the collection is probable and the Company has no remaining obligations. In the case of services that support our
software and systems products, called Platinum Services, we recognize revenue ratably over the life of the service contract.



Our total net sales for the first nine months of fiscal 2003 decreased 19.2% to $13.3 million from $16.4 million for the first nine months of fiscal 2002. Net sales from
products for the first nine months of fiscal 2003 decreased 19.4% to $9.6 million from $11.9 million for the first nine months of fiscal 2002. The decrease in net sales from products is due to a decrease in sales of our digital video editing systems
(decrease of $4.0 million) due to increased competition resulting in lower unit sales and average selling prices. This decrease was partially offset by increased sales of 844/X (increase of $1.6 million), which began shipping in the second quarter
of fiscal 2002. We recognized approximately $1.3 million of previously deferred 844/X revenue during the first nine months of fiscal 2003 due to the delivery of an upgrade, which we announced in the fourth quarter of fiscal 2002 and shipped in the
first quarter of fiscal 2003. Upon shipment of the upgrade we recognized all revenue previously deferred that was associated with the upgrade. We anticipate the trend of lower year-over-year sales of our digital video systems to continue in fiscal
2003, offset by sales from 844/X. Net sales from services for the first nine months of fiscal 2003 decreased 18.9% to $3.7 million from $4.6 million for the first nine months of fiscal 2002. The decrease in net sales from services is the result of
lower sales of service contracts due to lower unit sales of our digital video editing systems and lower renewal rates of these service contracts from our installed base.



Net sales from customers outside of North America accounted for approximately 37.9% and 43.1% of net sales in the first nine months of
fiscal 2003 and the first nine months of fiscal 2002, respectively. With the introduction of 844/X in April 2002, we are continuing to develop our indirect distribution channels in North America, Europe, Asia and Latin America and currently
anticipate that customers outside North America will continue to account for a substantial portion of our net sales, and as a percentage of net sales, to range between 35% and 45% during the remainder of fiscal 2003.



Cost of sales. Cost of sales for products consists of the cost of manufacturing PCI hardware
boards for our advanced media systems for content design and our digital video editing systems and royalties paid to third parties for their software that has been integrated into our systems. Cost of sales also includes the cost of manuals and
other product documentation, related labor and, in the case of 844/X, may include third-party components such as disk drives, personal computers and other third-party hardware components. Cost of sales for our service offerings consists of salaries
and related expenses for service personnel delivering the service to the customer.



Total cost of sales decreased 19.7% to $6.6 million in the first nine months of fiscal 2003 from $8.3 million in the first nine months of fiscal 2002. The decrease in cost of sales is related to lower unit sales of our digital video editing
systems and the elimination of an expense for accelerated depreciation, partially offset by increased cost of sales due to higher sales of 844/X.



Gross profit. Our gross profit decreased 15.4% to $6.6 million in the first nine months of fiscal 2003 from $7.8 million in the first nine months of fiscal 2002. Overall
gross profit as a percentage of net sales increased to 49.9% in the first nine months of fiscal 2003 from 47.7% in the first nine months of fiscal 2002. Gross profit as a percentage of net sales of products increased to 37.0% in the first nine
months of fiscal 2003 from 34.5% in the first nine months of fiscal 2002, while gross profit as a percentage of net sales of services increased to 83.3% in the first nine months of fiscal 2003 from 81.9% in the first nine months of fiscal 2002. The
increase in gross profit for products in the first nine months of fiscal 2003 over the first nine months of fiscal 2002 was the result of the elimination of an expense for accelerated depreciation of leasehold improvements and other property and
equipment located in our former facility and not moved to our new facility. During the remainder of fiscal 2003, we currently anticipate that gross margins will improve slightly from current levels.



Research and development. Research and development expenses include costs incurred to develop
and improve our existing intellectual property and develop new intellectual property and are charged to expense as incurred. To date, development costs for our systems have been charged to expense as incurred because the costs incurred from the
attainment of technological feasibility to general product release have not been significant. Our research and development costs may fluctuate from quarter to quarter due to the nature of the products under development. Some of our systems have PCI
hardware included in the product and the costs associated with designing and developing this type of hardware can be expensive. In addition, our software developers require



21



---

##### Table of Contents

this hardware in order to integrate the software code they develop with the hardware to create a fully integrated advanced media system for content design.



Research and development expenses decreased 30.9% to $5.0 million in the first
nine months of fiscal 2003 from $7.2 million in the first nine months of fiscal 2002. The majority of the decrease in research and development expenses represented lower development costs associated with 844/X, which shipped in April 2002. We
currently anticipate our research and development expenses will decrease in absolute dollars in fiscal 2003 versus fiscal 2002 because we believe that ongoing maintenance costs and the cost of improvements to 844/X will not be as high in fiscal 2003
as the development costs to create the first version of the product.



Selling
and marketing. Selling and marketing expenses consist primarily of salaries and related benefits, travel, commissions and marketing costs such as advertising, trade shows, marketing materials, lead generation activities and public relations. Our
selling and marketing expenses may fluctuate from quarter to quarter based on the timing of trade shows and sales commissions, which vary based on sales.



Selling and marketing expenses decreased 32.4% to $4.5 million in the first nine months of fiscal 2003 from $6.6 million in the first nine months of fiscal 2002. In the
first half of fiscal 2002, we were preparing for the introduction of 844/X and incurred significant marketing expenses in connection with these activities. These product-launch activities and the expenses associated with them, occurred in the first
and second quarters of fiscal 2002. In the first nine months of fiscal 2003 there were no product launch activities still ongoing and the marketing expenses incurred in the period were in support of ongoing promotion and sales of 844/X, which are
considerably less than the initial product launch expenses. We currently anticipate that our selling and marketing expenses will decrease in absolute dollars in fiscal 2003 versus fiscal 2002 as we execute our strategy of leveraging the indirect
channel of resellers we developed in fiscal 2002 to sell 844/X. Also, in the first half of fiscal 2002, we incurred significant marketing expenses related to the introduction of 844/X and, while we plan to continue aggressively marketing 844/X, we
believe our marketing costs in fiscal 2003 will be less than fiscal 2002.



General and administrative. General and administrative expenses consist primarily of salaries and related benefits, travel and outside services for human resources, finance, information technology, legal, and other administrative functions.
General and administrative expenses decreased 44.2% to $1.9 million in the first nine months of fiscal 2003 from $3.3 million in the first nine months of fiscal 2002. The decrease in general and administrative expenses resulted primarily from lower
expenses in the following categories: legal fees; employee-related; occupancy; and outside services. We currently anticipate that our general and administrative expenses will decrease in fiscal 2003 compared to fiscal 2002 as we align our expense
structure with anticipated revenue levels.



Amortization of intangible assets.
We recorded amortization expense of $1.0 million in the first nine months of fiscal 2002 related to the acquisitions of Wired, Inc. and certain assets of Integrated Computing Engines, Inc. During fiscal 2002, we expensed all remaining goodwill
related to these acquisitions and, therefore, there was no amortization expense in the first nine months of fiscal 2003.



Accelerated depreciation and amortization of property and equipment. We recorded a charge of $849,000 in the first nine months of fiscal 2002 related primarily to
leasehold improvements at our previous facility in Marlborough, Massachusetts. During the second quarter of fiscal 2002 we completed our relocation from this facility to a new facility, also located in Marlborough, Massachusetts, better suited to
meet our needs. As a result of this decision and the signing of a lease for the new facility we amortized the remaining book value as of the beginning of fiscal 2002 of all leasehold improvements, furniture and fixtures over the remaining months in
fiscal 2002 (four) that we occupied our previous facility and, therefore, there was no such charge in the first nine months of fiscal 2003.



Restructuring expense. We recorded restructuring expense of $193,000 in the first nine months of fiscal 2003 related to a reduction in force plan implemented during the
second quarter of fiscal 2003 in an effort to reduce our operating costs going forward. We estimate annual savings as a direct result of this plan of approximately $1.6 million. In the first nine months of fiscal 2002, we recorded restructuring
expense of $299,000 related to a reduction in force.



Settlement of litigation.
We agreed to settle litigation brought against us by the former shareholders of Wired, Inc., a company we acquired in December 1999. As part of the settlement, we assigned all rights to the Wired product line, intellectual property relating to Wired
products and on-hand inventory related to the Wired product line to the former shareholders. Wired granted us an irrevocable license to use the source code, technology, know how and intellectual property; provided, however, the license does not
include the right to sell Wired products or any equivalent products incorporating the source code, technology, know how and intellectual property. In addition, we agreed to provide limited manufacturing and marketing support to the former
shareholders. In exchange for all these items, we will receive a royalty of 5% of adjusted gross sales of the assigned products, not to exceed $1.2 million, plus the cost of the inventory assigned. This agreement resulted in a write-off of the
remaining goodwill created through



22



---

##### Table of Contents

the acquisition of Wired. There was no similar expense recorded in the first nine months of fiscal 2003. Litigation settlement of $924,000, included in the
Consolidated Statements of Operations for the first nine months of fiscal year 2002, represents the cost of inventory transferred, the net book value of remaining intangible assets associated with the acquisition, legal fees associated with the
settlement, less a reimbursement related to the litigation from the Companys insurance carrier.



Interest income, net. Interest income, net, decreased 74.0% to $38,000 in the first nine months of fiscal 2003 from $146,000 in the first nine months of fiscal 2002. The decrease in interest income, net, resulted from
lower cash and cash equivalents due primarily to the net loss incurred in fiscal 2002 and the first nine months of fiscal 2003. We currently anticipate that interest income will decline in fiscal 2003 versus 2002 due to lower cash levels.



Other income, net.Other income, net decreased 44.4% to $217,000 for
the first nine months of fiscal 2003 from $390,000 for the first nine months of fiscal 2002. Other income, net primarily consists of foreign exchange gains on intercompany transactions with our foreign subsidiaries. Gains and losses on our
intercompany transactions with our foreign subsidiaries are impacted by changes in the value of the U.S. dollar relative to certain European currencies.



Tax provision or benefit. We did not record a tax provision or benefit in the first nine months of fiscal 2003. In the first nine months of fiscal 2002, we recorded a tax
benefit of $102,000 related to a tax refund received in the period.



Net loss.
As a result of the above factors, we recorded a net loss in the fist nine months of fiscal 2003 in the amount of ($4.6) million, or ($0.35) per share, compared to a net loss of ($11.8) million, or ($0.92) per share, in the first nine months of
fiscal 2002.



Dividend payable to preferred stockholder. We recorded a dividend
payable to our preferred stockholder of $89,000 in the first nine months of fiscal 2003 versus $0 in the first nine months of fiscal 2002. In May 2003, we issued preferred stock in a private placement to raise capital to fund ongoing operations.



Accretion of convertible preferred stock. We recorded an expense of $457,000
for the nine months ended August 31, 2003 for the beneficial conversion feature of the convertible preferred stock we issued in May 2003. There was no such expense recorded for the nine months ended August 31, 2002.



Net loss attributable to common stockholders. As a result of the above factors, we recorded a
net loss attributable to common stockholders in the first nine months of fiscal 2003 in the amount of ($5.2) million, or ($0.39) per share, compared to a net loss attributable to common stockholders of ($11.8) million, or ($0.92) per share, in the
first nine months of fiscal 2002.



Liquidity and Capital Resources



As of August 31, 2003, our principal sources of liquidity included cash,
cash equivalents and marketable securities totaling approximately $1.2 million. This was a decrease of approximately $1.6 million of cash, cash equivalents and marketable securities since the end of our previous fiscal quarter, which ended May 31,
2003. Additionally, we have restricted cash of approximately $215,000 relating to several letters of credit.



During the first nine months of fiscal 2003, cash used in operating activities was approximately $4.2 million compared to cash used in operating activities of approximately $13.1 million for the first nine months of
fiscal 2002. Cash used in operations during the first nine months of fiscal 2003 included a net loss attributable to common stockholders of $4.7 million including depreciation and amortization of $974,000 and was affected by changes in assets and
liabilities including decreases in accrued expenses of $3.0 million, deferred revenue of $1.7 million, accounts payable of $584,000 and prepaid expenses and other current assets of $245,000. These uses of cash were offset by decreases in restricted
cash of $3.0 million (which is related to the decrease in accrued expenses of $3.0 million due to the payment to McRoberts as discussed in Note 9), inventories of $1.4 million and accounts receivable of $732,000. We ended the first nine months of
fiscal 2003 with days sales outstanding (DSO) of 46. At the end of fiscal 2002, DSOs were 84 due to the deferral of 844/X revenue from the fourth quarter of fiscal 2002 to the first quarter of fiscal 2003.



Net cash used in investing activities was $284,000 for the first nine months of fiscal 2003
compared to $1.0 million for the first nine months of fiscal 2002. Cash used in investing activities for the first nine months of fiscal 2003 was primarily for purchases of capital equipment of $378,000 and purchases of intangible assets of $32,000,
partially offset by net proceeds from sales of marketable securities of $126,000.



23



---

##### Table of Contents

Net cash provided by financing activities during the first nine months of fiscal 2003 was $1.2 million compared to
$621,000 for the first nine months of fiscal 2002. In the first nine months of fiscal 2003, cash provided by financing activities resulted from the sale of preferred stock of $1.0 million and from proceeds from the issuance of common stock pursuant
to stock plans of $140,000.



At August 31, 2003, our contractual cash
obligations were as follows:



|                      |  | Total |           | Less than 1 year |   | 1 5 years
|--------------------- |  | ----- | --------- | ---------------- | - | ----------
|Lease commitments     |  | $     | 1,360,000 |                  | $ | 659,000   
|Inventory commitments |  | $     | 481,000   |                  | $ | 481,000   



In addition to the above contractual
obligations, the Company has other contractual obligations. The Company has entered into indemnification agreements with the non-employee members of the Board of Directors. Additionally, the Company has from time to time entered into employment and
executive retention agreements with certain employees and executive officers, which, among other things, include certain severance and change of control provisions. Under the terms of the Companys standard product license and sale contracts,
the Company indemnifies its customers for the potential liability associated with the infringement of other parties technology based upon the Companys products. There is a possibility that the Company may be liable to any of its
customers in the event that there is infringement occurring. The Company is not aware of any infringement related to the Companys technology, and therefore has not accrued any amounts for the replacement or refund of any software products sold
through August 31, 2003.



We have already taken a series of actions to reduce
the negative cash flow we experienced in the past fiscal year including the termination of employees, reductions in the salaries paid to executives and certain other employees, relocation of our facility to lower cost office space and a reduction in
the marketing expenses for existing products. However, these expense reductions will not be enough to return us to profitability without revenue growth. Our current operating plan and cash flow projections assume a certain level of revenue and
operating expenses. If we fail to achieve our revenue plan then we will reduce our operating expenses as a result of the revised lower revenue expectations in order to conserve cash. Our current cash flow projections also assume we will not require
substantial cash for capital purchases or to fund substantial increases in inventory, accounts receivable or other assets and the projections assume we will be able to continue to collect our accounts receivables and will not incur substantial bad
debts as a result of the failure of our customers to pay us.



We have recently
raised additional capital to fund operations and may need to raise more capital within the next 12 months through the sale of debt or equity securities to fund future operations, develop new and enhance existing products and services, or acquire
complementary products, businesses or technologies. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders may be reduced, our stockholders may experience
additional dilution, and such securities may have rights, preferences or privileges senior to those of our existing stockholders (see Cautionary Statements for additional details). On September 22, 2003, Nasdaq notified us that we do not comply with
the minimum listing requirement and denied our request for continued listing on The Nasdaq SmallCap Market. We appealed this decision and a hearing has been scheduled for October 23, 2003 to address this issue. If we are delisted from The Nasdaq
SmallCap Market, our ability to raise additional capital may become more difficult and additional financing may not be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms our
ability to fund existing operations and expansion, take advantage of unanticipated opportunities or develop or enhance our products or services would be significantly limited and we may need to revise our operating plan to reduce operating expenses
further. The Companys ability to continue to operate as a going concern through at least the next 12 months is contingent upon the achievement of forecasted revenue growth from its 844/X product and managements ability to manage expenses
consistent with actual revenues achieved. Although the Company has raised approximately $2.5 million from a current investor, management does not believe these funds will be sufficient to sustain operations for at least the next 12 months without
the attainment of planned revenue growth, a further reduction in operating expenses, or both. If management is unable to reduce expenses to manageable levels to support its current and anticipated revenue levels, the Company will begin to explore
alternatives relating to either raising additional capital or a sale of all or part of the Companys business.



Should we require additional capital to fund our operations and are unsuccessful in our efforts to raise sufficient capital; we will examine our alternatives, including
the sale or liquidation of part or all of our business.



Cautionary Statements



This Quarterly Report on
Form 10-Q contains forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth in the following cautionary statements and elsewhere in



24



---

##### Table of Contents

this Quarterly Report on Form 10-Q. If any of the following risks were to occur, our business, financial condition, or results of operations would likely
suffer. In that event, the trading price of our common stock would decline.



History of Losses and Negative Cash Flows, Expect to Incur Losses in the Future and May Not Achieve or Maintain Profitability. We have incurred substantial operating losses during the past fiscal year and in four of the past five
fiscal years, have experienced negative cash flow from ongoing operations in the last fiscal year ended November 30, 2002, and we expect to incur operating losses and negative cash flows for at least the first half of fiscal 2003. We incurred a loss
from continuing operations of approximately $4.7 million for the first nine months of fiscal 2003 ended August 31, 2003 and as of August 31, 2003 we had an accumulated deficit of approximately $219.0 million.



Over the past four years we have significantly increased our research and development
expenses as a percentage of total sales and we plan to continue to invest in new technology, and as a result, we may incur operating losses in future periods. We will need to generate increases in our current sales levels to achieve and maintain
profitability and we may not be able to do so. Our current operating plan and cash flow projections assume a certain level of revenue and operating expenses. If we fail to achieve our revenue plan then we will reduce our operating expenses as a
result of the revised lower revenue expectations in order to conserve cash. If our sales grow more slowly than we anticipate or if our operating expenses increase more than we expect or cannot be reduced in the event of lower revenue, our business
will be significantly and adversely affected. Although we implemented restructuring programs in July 2002 and again in May 2003 to better align our operations and cost structure with current and anticipated market conditions, these programs will not
be sufficient for us to achieve profitability in any future period without revenue growth. Even if we achieve profitability in the future on a quarterly or annual basis, we may not be able to sustain or increase profitability. Our failure to achieve
profitability, achieve the level of profitability, or sustain the level of profitability expected by investors and securities analysts may adversely affect the market price of our common stock.



In addition, we expect that we will continue to experience negative operating cash flow in
the fourth quarter of fiscal 2003. Depending on future cash flow, we may need to raise additional capital in the future to meet our cash requirements and we may not be able to find additional financing, if required, on favorable terms or at all. If
adequate funds are not available or are not available on acceptable terms, our ability to fund existing operations and expansion, take advantage of unanticipated opportunities or develop or enhance our products or services would be significantly
limited and we may need to revise our operating plan to reduce operating expenses further.



If We Are Unable to Obtain Additional Capital as Needed in the Future, Our Business May be Adversely Affected and the Market Price for Our Common Stock Could Decline Significantly. We have been unable to fund
our operations using cash generated from our business operations and have financed our operations principally through the prior sales of securities and from existing cash on our balance sheet. We may need to raise additional debt or equity capital
to fund our existing operations, expand operations, maintain and enhance existing products and services or acquire or invest in complementary products, services, businesses or technologies. In the future, if we raise additional funds through further
issuance of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity or debt securities we issue may have rights, preferences, or privileges superior to those of holders of our common
stock. If we do raise capital through the issuance of equity or convertible debt the amount of dilution will depend upon several factors including, but not necessarily limited to, the amount of capital raised, the security or securities issued, the
terms of the security and the market price of the companys common stock. Additionally, the terms of the equity or debt securities we may issue to the investor(s) may have rights, preferences or privileges superior to those of holders of our
common stock including, but not limited to, liquidation preferences, anti-dilution provisions, dividends, voting rights, protective provisions, right of first refusal on certain future financing transactions and consent provisions for certain
transactions. The effect of some of these new terms may be to provide what is perceived as a disproportionate return to the new investor. For example, a new investor might obtain an equity stake based on current market values, but with the right to
some multiple of the investment being required to be returned to the new investor before any return is made to existing shareholders. Even after offering these terms we may not be able to obtain additional financing. If adequate funds are not
available to us on terms favorable to us, our business may be adversely affected and the market price for our common stock could decline significantly. If adequate funds are not available or are not available on acceptable terms, our ability to fund
existing operations and expansion, take advantage of unanticipated opportunities or develop or enhance our products or services would be significantly limited and we may need to revise our operating plan to reduce operating expenses further.



Possibility of NASDAQ Delisting. On May 27, 2003, our stock began
trading on The Nasdaq SmallCap Market. At that time, we satisfied all of the listing requirements; however, in order for our stock to remain listed on this stock exchange we must maintain minimum listing requirements including a minimum stock price
of $1.00 for 30 consecutive days and minimum stockholders equity of $2.5 million. As of August 31, 2003, our stockholders equity was negative $695,000 and therefore does not meet the



25



---

##### Table of Contents

minimum listing requirements to remain listed on The Nasdaq SmallCap Market. We have recently raised a total of $2.5 million in additional capital and plan
to classify this capital in stockholders equity in the fourth quarter of fiscal 2003, bringing total stockholders equity to approximately $1.8 million. This amount is still below the minimum amount required for continued listing and,
therefore, we need to raise the additional capital to comply with the minimum-listing requirement for stockholders equity. On September 22, 2003, Nasdaq notified us that we do not comply with the minimum listing requirement and denied our
request for continued listing on The Nasdaq SmallCap Market. We appealed this decision and a hearing has been scheduled for October 23, 2003 to address this issue. There can be no assurance that we will be able to take actions sufficient to achieve
or maintain compliance with the continued listing criteria of The Nasdaq SmallCap Market. As a result, the price and liquidity of our common stock could be adversely affected, our ability to access the capital markets would likely be more limited,
and our ability to generate new sales of our products may be adversely affected and may cause existing customers and vendors to question our viability. Additionally, our stock may be subject to penny stock regulations.



Significant Fluctuations and Unpredictability of Operating Results. Our quarterly
operating results are difficult to predict, have varied significantly in the past and are likely to vary significantly in the future for a number of reasons, including new product announcements and introductions by ourselves or our competitors,
changes in pricing, and the volume and timing of orders received during the quarter. Also, in the past, we have experienced delays in the development of new products and enhancements, and such delays may occur in the future. These factors make the
forecasting of revenue inherently uncertain. Additionally, a significant portion of our operating expenses is relatively fixed, and operating expense levels are based primarily on internal expectations of future revenue. As a consequence, quarterly
operating expense levels cannot be reduced rapidly in the event that quarterly revenue levels fail to meet internal expectations. For these reasons, you should not rely on period-to-period comparisons of our financial results to forecast our future
performance. It is likely that in some future quarter or quarters our operating results will be below the expectations of securities analysts or investors. In addition, we typically realize a significant percentage of our sales for a fiscal quarter
in the second half of the third month of the quarter. As a result, our quarterly results may be difficult or impossible to predict. If quarterly revenue or earnings levels fail to meet internal or external expectations, the market price of our
common stock may decline significantly.



Dependence on Key Personnel. We
believe that our future success will depend on our continued ability to attract and retain qualified employees, especially in research and development and sales. Our inability to attract and retain qualified personnel on a timely basis, or the
departure of key employees could have a material adverse affect on our business and operating results and negatively affect the price of our common stock. In addition, if we are unable to maintain existing sales levels or achieve internal sales
projections we may implement an employee reduction program, which may result in the termination of key personnel necessary to maintain certain functions or operations for the Company. The loss of key personnel will have a negative effect on our
future results and reduce our ability to achieve projected sales levels and profitability.



Weak Worldwide Economic Conditions and Advertising Market May Result in Decreased Sales and Continued Operating Losses. Growth in sales and a return to profitability for our company depends on the overall
demand for television advertising, which is driven by economic conditions in the markets in which we compete. A substantial portion of our sales is to companies providing their services for the creation of television advertisement and demand for our
customers services is affected by general economic and business conditions. During the past two years, due to weak economic conditions, television advertisers have spent less money advertising their products and services and, as a result,
demand for the services our customers provide has decreased. In this weak economic environment, we may not be able to effectively promote future growth or maintain existing sales levels or achieve the sales levels expected by investors and
securities analysts in any given period, or achieve profitability and, as a result, our business and operating results could be materially and adversely affected and our stock price could decline.



Our Lengthy and Variable Sales Cycle Makes it Difficult for Us to Predict When or if Sales
Will Occur and Therefore We May Experience an Unplanned Shortfall in our Anticipated Sales Levels. 844/X has a lengthy and unpredictable sales cycle that contributes to the uncertainty of our operating results. Our prospects view the purchase of
844/X as a significant and strategic decision for their company. As a result, prospects generally evaluate 844/X and determine its impact on existing infrastructure and workflow. The purchase of 844/X may be delayed if the prospect has lengthy
internal budgeting, approval or evaluation processes. We may incur significant selling and marketing expenses during a prospects evaluation period before the customer places an order with us. Some prospects may purchase 844/X as part of
multiple simultaneous purchasing decisions, which may result in unanticipated delay in receiving an order from the customer. If sales forecasted from specific customers are delayed to future quarters, we may experience an unplanned shortfall in
sales, which could significantly and adversely affect our operating results and stock price.



Emerging Markets. The markets in which we offer our systems products and services are intensely competitive and rapidly changing. We are targeting the emerging market of broadcast designers, effects artists,
and creative professionals. This market and the products utilized by these users are relatively new. Our success in this emerging market will depend on the rate at which



26



---

##### Table of Contents

the market develops and our ability to penetrate that market. We will not succeed if we cannot compete effectively in this market and, as a result, our
business and operating results could be materially and adversely affected.



Risks Associated With Development and Introduction of New Products. If we are not successful in developing and introducing new products to the markets we serve our business and operating results will suffer. In April 2002, we began
shipping 844/X, and currently this new product generates greater than 50% of the revenue from product sales. If the adoption of 844/X is slower than we anticipate or if there are delays in releasing subsequent versions of 844/X, our current revenue
expectations may be too high and our operating results may be negatively affected. In addition, new product announcements by our competitors and other new product announcements by us could have the effect of reducing customer demand for our existing
products. Also, when we introduce new or enhanced products we must effectively manage the transitions from existing products to minimize disruption of orders from our customers. New product introductions require us to devote time and resources to
the training of our sales channel in the features and target customers for such new products, which efforts could result in less selling efforts being made by the sales channel during such training period. Our failure to effectively manage new
product announcements or introductions could contribute to significant quarterly fluctuations in operating results as orders for new products commence and orders for existing products decline and, as a result, our operating results will suffer.



Dependence on and competition with Apple Computer, Inc. As a
competitor, Apple Computer, Inc. (Apple) could, in the future, inhibit our ability to develop our products that operate on the Macintosh platform. Additionally, new products and enhancements to existing products from Apple such as Final
Cut Pro could cause customers to delay purchases of our products or alter their purchase decision altogether. Furthermore, as the sole supplier of Macintosh computers, Apple could cause a disruption in the availability of these computers, which
could cause customers to defer or alter their purchase of our products. We rely on access to key information from Apple to continue development of our products and any failure to continue supplying our engineers with this information could have a
material adverse affect on our business and financial results and negatively affect the price of our common stock.



Dependence on Microsoft Corporation. Many of our products operate in the Windows environment and our engineers depend upon access to information in advance from
Microsoft Corporation (Microsoft). Any failure to continue supplying our engineers with this information could have a material adverse affect on our business and financial results and negatively affect the price of our common stock.



Rapid Technological Change. Rapidly changing technology, evolving
industry standards and frequent new product introductions characterize the market for our products. Our future success will depend in part upon our ability to enhance existing products and to introduce new products and features in a timely manner to
address customer requirements, respond to competitive offerings, adapt to new emerging industry standards and take advantage of new enabling technologies that could render our existing products obsolete. We plan to continue to invest in research and
development, in connection with our development strategy. Any delay or failure on our part in developing additional new products or features for existing products or any failure of such new products or features to achieve market acceptance, could
have a material adverse effect on our business and operating results and our stock price may suffer.



Risks of Third-Party Claims of Infringement. There has been substantial industry litigation regarding patent, trademark and other intellectual property rights involving technology companies. In the future,
litigation may be necessary to enforce any patents issued to us or to enforce trade secrets, trademarks and other intellectual property rights owned by us, to defend ourselves against claimed infringement of the rights of others and to determine the
scope and validity of the proprietary rights of others. For a description of certain pending litigation instituted against us, see Note 8 to the Interim Unaudited Consolidated Financial Statements included herein. Any such litigation could be costly
and a diversion of managements attention, which could adversely affect our business and operating results and our financial condition. Adverse determinations in any such litigation could result in the loss of our proprietary rights, subject us
to significant liabilities, and require us to seek licenses from third parties or prevent us from manufacturing or selling our products, any of which could adversely affect our business and operating results and our financial condition.



Weak Economic Conditions May Cause our Customers to Experience Financial Difficulties
and May Represent a Credit Risk. Due to the weak global economy and uncertainties relating to the prospects for near-term global economic growth, some of our customers may experience financial difficulties and may represent a credit risk to us.
If these customers experience financial difficulties or fail to experience commercial success, we may have difficulty collecting our accounts receivable.



Competition. The market for our products is highly competitive and characterized by pressure to reduce prices, incorporate new features and accelerate the release
of new products. A number of companies currently offer products that compete directly or indirectly with our products, including Accom, Inc., Adobe Systems Inc., Apple Computer, Inc., Avid Technology, Inc., Discreet (a division of Autodesk, Inc.),
Leitch, Inc., Matrox Electronic Systems Ltd., Pinnacle Systems, Inc. and Quantel Ltd. In addition,



27



---

##### Table of Contents

we expect much larger vendors, such as Matsushita Electric Industrial Company Ltd., Microsoft Corporation, and Sony Corporation, to develop and introduce
digital editing systems that may compete with our products. Many of these current and potential competitors have greater financial, technical and marketing resources than we have, including, without limitation, larger and more established selling
and marketing capabilities, greater brand recognition and a larger installed base of customers, and well-established relationships with our existing and potential customers, complementary technology vendors and other business partners. As a result,
our competitors may be able to develop products comparable to or superior to our own products, adapt more quickly than us to new technologies, evolving industry standards or customer requirements, or lower their product costs and thus be able to
lower prices to levels at which we could not operate profitably, the occurrence of any of which could have a material adverse effect on our business and operating results. In this regard, we believe that we will continue to experience competitive
pressure to reduce prices, particularly for our high performance systems. We have historically realized higher gross profit on the sale of these high performance systems, and such continued competitive pricing pressure could result in lower sales
and gross margin, which in turn could adversely affect our business and operating results and negatively affect the price of our common stock.



Dependence on Propriety Technology. Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our
proprietary technology and operate without infringing the rights of others. Previously, we have received, and may in the future continue to receive, communications suggesting that our products may infringe on the patents or other intellectual
property rights of third parties. Our policy is to investigate the factual basis of such communications and negotiate licenses where appropriate. While it may be necessary or desirable in the future to obtain licenses relating to one or more
products, or relating to current or future technologies, there can be no assurance that we will be able to do so on commercially reasonable terms or at all. There can be no assurance that these or other future communications can be settled on
commercially reasonable terms or that they will not result in protracted and costly litigation. Any failure to secure the necessary intellectual property right of third parties on commercially reasonable terms may adversely affect our business and
operating results and negatively affect the price of our common stock.



Dependence on Single or Limited Source Suppliers. We are dependent on single or limited source suppliers for several key components used in its products that have no ready substitutes, including various audio and video signal
processing integrated circuits manufactured in each case only by Crystal Semiconductor® Corp., Fairchild Semiconductor® Corp., Gennum®
Corporation, Toshiba, Kawasaki LSI USA® Inc.,
Philips® Semiconductors, Silicon Optix, Faraday Technology, Scientific Conversion,
Xilinx®, Altera®, Lattice®, Agere®, Marvel®, and IDT®. The availability of many of these components is dependent on our ability to provide suppliers with accurate forecasts of our future requirements, and certain components we use to build our products have been subject
to industry-wide shortages and the continued viability of these suppliers and product line. We do not carry significant inventories of these components and have no guaranteed supply arrangements with such suppliers. There can be no assurance that
our inventory levels will be adequate to meet production needs during any interruption of supply. Our inability to develop alternative supply sources, if required, or a reduction or stoppage in supply, could delay product shipments until new sources
of supply become available, and any such delay could adversely affect our business and operating results in any given period and negatively affect the price of our common stock.



Dependence on Direct Sales. We recently hired a number of new sales and sales support personnel in the United States to sell 844/X directly
to end users. In addition, we opened a number of sales offices in the United States to support this effort. These actions have increased our selling expenses and there can be no assurance that these efforts will be successful in generating higher
sales of 844/X. Any significant failure on our part to generate higher sales of 844/X through direct sales to end users may have a material adverse effect on our business and operating results and negatively affect the price of our common stock.



Dependence on Distributors and Resellers. We rely primarily on our
worldwide network of independent distributors and value-added resellers (VARs) to distribute and sell our products to end-users. Our distributors and resellers generally offer products from several different companies, including in some
cases products that are competitive with our own products. In addition, many of the VARs are small organizations with limited capital resources. There can be no assurance that our distributors and resellers will continue to purchase products from
us, or that our efforts to expand our network of distributors and resellers will be successful. Any significant failure on our part to maintain or expand our network of distributors and resellers could have a material adverse effect on our business
and operating results and negatively affect the price of our common stock.



Reliance on International Sales. International sales and operations may be subject to risks such as the imposition of government controls, export license requirements, restrictions on the export of critical technology, less effective
enforcement of proprietary rights; currency exchange fluctuations, generally longer collection periods, political instability, trade restrictions, changes in tariffs, difficulties in staffing and managing international operations, potential
insolvency of international resellers and difficulty in collecting accounts receivable. Our international sales are also subject to more seasonal fluctuation than domestic sales. In this regard, the traditional summer vacation period, which occurs
during our third fiscal quarter, may result in a decrease in sales, particularly in Europe. There can be no assurance that these factors will not have an adverse effect on our future international



28



---

##### Table of Contents

operations and consequently, on our business and operating results. This fluctuation may be material and negatively affect the price of our common stock.



Merger and Acquisition Related Risks.We may dispose of assets, either
assets we have historically used in the business or that we have acquired. Our business and results of operations could materially change depending on whether or not we are able to dispose of assets in an advantageous manner. In addition to
obtaining an advantageous price for the assets to be disposed of, dispositions involve a number of special risks and factors, including searching for appropriate acquirers; managing the effect of the disposition on existing and proposed product
lines and services, the divestiture of operations and personnel, adverse short-term effects on reported operating results, potential post-divestiture indemnification or liability for liabilities of divested operations, as well as the diversion of
managements attention during the disposition process. Some or all of these special risks and factors may have a material adverse impact on our business, operating results, and financial condition and, as a result, may negatively affect the
market price of our common stock.



Similarly, our business and results of
operations could be materially adversely affected in the event we fail to complete publicly announced acquisitions or to successfully integrate the business and operations of the previously completed mergers or the acquisitions. In the future, we
may continue to acquire or merge with existing businesses, products, and technologies to enhance and expand our line of products. Such mergers and acquisitions may be material in size and in scope. There can be no assurance that we will be able to
identify, acquire, or profitably manage additional businesses or successfully integrate any acquired businesses into our business without substantial expenses, delays, or other operational or financial problems. Acquisitions involve a number of
special risks and factors, including increasing competition for attractive acquisition candidates in our markets, the technological enhancement and incorporation of acquired products into existing product lines and services, the assimilation of the
operations and personnel of the acquired companies, failure to retain key acquired personnel, adverse short-term effects on reported operating results, the amortization of acquired intangible assets, the assumption of undisclosed liabilities of any
acquired companies, the failure to achieve anticipated benefits such as cost savings and synergies, as well as the diversion of managements attention during the acquisition and integration process. We may not be able to operate the acquired
businesses properly and may not be able to successfully recover amounts paid for such businesses. Some or all of these special risks and factors may have a material adverse impact on our business, operating results, and financial condition and, as a
result, may negatively affect the market price of our common stock.



Stock
Price Volatility. The trading price of our common stock has been highly volatile and has fluctuated significantly in the past. During the fiscal year ended November 30, 2002 our stock price fluctuated between a low of $0.35 per share and a high
of $3.75 per share. We believe that the price of our common stock may continue to fluctuate significantly in the future in response to a number of events and factors relating to our company, our competitors, and the market for our products and
services, many of which are beyond our control, such as, variations in our quarterly operating results; changes in financial estimates and recommendations by securities analysts; changes in market valuations of companies in our markets;
announcements by us or our competitors of significant products, acquisitions, or strategic partnerships; failure to complete significant business transactions; departures of key personnel; purchases or sales of common stock or other securities by
us; or news relating to trends in our markets. In addition, on September 22, 2003, Nasdaq notified us that we do not comply with the minimum listing requirement and denied our request for continued listing on The Nasdaq SmallCap Market. Any change
in the listing of our stock could increase the volatility of our share price. Also, the stock market in general, and the market for technology companies in particular, has experienced extreme volatility over the past 12 months. This volatility has
often been unrelated to the operating performance of particular companies. These broad and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.



|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk
|------- |  | ----------------------------------------------------------



Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments. The Company is not a party to any derivative financial instruments or
other financial instruments for which the fair value disclosure would be required under Statement of Financial Accounting Standards No. 107Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments
(SFAS No. 107). All of the Companys investments are in short-term, investment grade commercial paper, certificates of deposit and U.S. Government and agency securities that are carried at fair value on the Companys books. Accordingly,
the Company believes that the market risk of such investments is minimal.



Primary Market Risk Exposures. The Companys primary market risk exposures are in the area of interest rate risk and foreign currency exchange rate risk. The Companys investment portfolio of cash equivalents is subject to
interest rate fluctuations, but the Company believes this risk is immaterial due to the short-term nature of these investments. The Companys business in Europe is conducted in local currency. In Asia, business is conducted in U.S. currency.
The Company has no foreign exchange contracts, option contracts or other foreign hedging arrangements. However, the Company estimates that any market risk



29



---

##### Table of Contents

associated with its foreign operations is not significant and is unlikely to have a material adverse effect on the Companys business, results of
operations, or financial condition.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on their evaluation, our principal executive officer and principal financial officer have
concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



PART II. OTHER INFORMATION



|Item 1. |  | Legal Proceedings
|------- |  | -----------------



(i) The Company provides accruals for all direct costs associated with the estimated resolution of known contingencies. The accrual is established at the earliest date at
which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.



(ii) On June 7, 1995, a lawsuit was filed against the Company by Avid Technology, Inc. (Avid) in the United States District Court for the District of
Massachusetts. The complaint generally alleges patent infringement by the Company arising from the manufacture, sale, and use of the Companys Media 100 products. The complaint includes requests for injunctive relief, treble damages, interest,
costs and fees. In July 1995, the Company filed an answer and counterclaim denying any infringement and asserting that the Avid patent in question is invalid. The Company is vigorously defending this lawsuit. In addition, Avid is seeking reissue of
the patent, including claims that it asserts are broader than in the existing patent, and these reissue proceedings remain pending before the U.S. Patent and Trademark Office. On January 16, 1998, the court dismissed the lawsuit without prejudice to
either party moving to restore it to the docket upon completion of all matters pending before the U.S. Patent and Trademark Office.



On August 16, 2000, the U.S. Patent and Trademark Office issued an Office Action rejecting all of the claims made by Avid in their latest request for reexamination of the
patent related to the aforementioned lawsuit. In addition, the Examiner at the U.S. Patent and Trademark Office designated the action as final. Avid filed a Notice of Appeal of the Examiners rejections to the U.S. Patent and
Trademark Office Board of Patent Appeals and Interferences. On February 20, 2003, oral argument regarding the reexamination of Avids U.S. Patent No. 5,045,940 occurred and on March 21, 2003 a decision was rendered rejecting all of Avids
claims and sustaining the Examiners rejection of all claims made on appeal. On May 19, 2003, Avid filed a Notice of Appeal of the Boards decision to the United States Court of Appeals for the Federal Circuit. The appeal is pending. There
can be no assurance that the Company will prevail in the appeal by Avid or that the expense or other effects of the appeal, whether or not the Company prevails, will not have a material adverse effect on the Companys business, operating
results and financial condition. The Company has not made any provision in the accompanying financial statements regarding this matter.



(iii) On October 12, 1999, a lawsuit was filed against the Company by McRoberts Software, Inc. (MSI) in the United States District Court for the Southern
District of Indiana. The complaint alleged copyright infringement, breach of contract, and trade secret misappropriation. The complaint included requests for unspecified monetary damages and enhanced damages, interest, costs and fees. An unfavorable
verdict was filed on February 25, 2002 against the Company in the amount of $2.5 million. The Company and MSI filed post-trial motions. Those motions were ruled upon with the trial court reducing the total amount awarded by the jury but assessing
prejudgment interest and attorneys fees. The Company appealed the entire judgment to the United States Court of Appeals for the Seventh Circuit and on May 14, 2003 the appeal court rendered a decision in favor of McRoberts. As part of its
decision, the appellate court reinstated a $300,000 trade secret component of damages. On May 29, 2003, the Company released approximately $2.8 million from escrow and later paid the remaining $39,000 escrow and an additional $261,000 from
unrestricted cash to pay the judgment. McRoberts motion seeking attorneys fees of approximately $90,000 for the appeal was denied. McRoberts is seeking pre-judgment and post-judgment interest on its trade secret award in an amount yet to



30



---

##### Table of Contents

be quantified. Claims for interest remain in dispute and have not been provided for the accompanying financial statements at August 31, 2003.



(iv) During the year ended November 30, 2002, the Company settled litigation with the former
shareholders of Wired, which was acquired by the Company in fiscal 2000. As part of the settlement, the Company assigned all rights to the Wired product line, intellectual property relating to Wired products and on-hand inventory related to the
Wired product line to the former shareholders. In return, Wired granted the Company an irrevocable license to use the source code, technology, know how and intellectual property. In addition, Wired promised to pay the Company a royalty of 5% of
adjusted gross sales of the assigned products, not to exceed $1.2 million, plus the cost of the inventory assigned. Litigation settlement included in the Consolidated Statements of Operations for the nine months ended August 31, 2002 represents the
cost of inventory transferred, the net book value of remaining intangible assets associated with the acquisition, and legal fees associated with the settlement.



(v) From time to time the Company is involved in other disputes and/or litigation encountered in its normal course of business. The Company does not believe that the
ultimate impact of the resolution of such other outstanding matters will have a material effect on the Companys business, operating results or financial condition.



|Item 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------



The Company held a Special meeting of stockholders on August 22, 2003, at which the stockholders approved the following proposals by the number of shares of common stock
voted below:



Proposal



|                                                                                                                              |  | Number of Shares
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|(1)                                                                                                                           |  | Voted For       
|To approve the issuance and sale of 1,455 shares of The Companys series A convertible preferred stock In a private placement |  | 6,004,245       



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



a) Exhibits



Exhibits required as part of this Quarterly Report on Form 10-Q are listed on the exhibit index on page 33.



b) Reports on Form 8-K



On June 26, 2003, the Company filed a report on Form 8-K under Item 9 incorporating its press release announcing second quarter 2003 results. In accordance with interim guidance issued by the Securities and Exchange
Commission on March 27, 2003, the information in the Form 8-K, which the Company intended to furnish under Item 12 was furnished under Item 9.



31



---

##### Table of Contents

SIGNATURES



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



|      |  |                  |  | Media 100 Inc.
|----- |  | ---------------- |  | --------------
|      |  |                  |  |               
|Date: |  | October 15, 2003 |  |               
|      |  |                  |  |               



32



---

##### Table of Contents

EXHIBIT INDEX



|Number |  | Description                                                         
|------ |  | --------------------------------------------------------------------
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
|       | 
|32.1   |  | Certifications pursuant to 18 U.S.C. Section 1350.                  



33