8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 29, 2004

INTERVIDEO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-49809	94-3300070
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

47350 Fremont Boulevard

Fremont, California 94538

(Address of Principal Executive Offices)

(510) 651-0888

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

ITEM 12. Results of Operation and Financial Condition

On July 29, 2004, InterVideo, Inc. issued a press release regarding its earnings for the second quarter ended June 30, 2004. The press release is attached as Exhibit 99 hereto and is incorporated herein by reference.

This information (including the exhibit incorporated into this Item 12 by reference) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

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 hereunto duly authorized.

	INTERVIDEO, INC. (Registrant)
Date: July 29, 2004	/s/ Randy Bambrough
	Randy Bambrough Chief Financial Officer

INDEX OF EXHIBITS:

Exhibit Number	Description
99	Press release of InterVideo, Inc. dated July 29, 2004

EX-99

Exhibit 99

Investor contacts:

Erica Abrams, Vanessa Lehr

The Blueshirt Group for InterVideo

415-217-7722

erica@blueshirtgroup.com

vanessa@blueshirtgroup.com

InterVideo Reports Second Quarter 2004 Financial Results

Fremont, Calif., July 29, 2004 — InterVideo, Inc. (Nasdaq: IVII), a leading provider of DVD software, today reported financial results for the three-month period ended June 30, 2004. For the second quarter of 2004, InterVideo reported revenue of $16.7 million, which is in line with the Company’s guidance provided in the prior quarter. This compares to revenue of $13.1 million reported in the second quarter of 2003 and $18.8 million reported in the prior quarter.

The Company reported net income for the second quarter of 2004 of $1.1 million, or $0.07 per diluted share, which is lower than the Company’s guidance of $0.09-$0.11 per diluted share provided in the prior quarter. This compares to net income of $1.6 million, or $0.13 per diluted share, reported in the second quarter of 2003 and $2.6 million, or $0.17 per diluted share, reported in the prior quarter. The Company closed the quarter with $70.3 million in cash, cash equivalents and short-term investments.

Net income in the second quarter of 2004 was negatively impacted by product mix and lower than expected revenue from our higher margin products. In addition, the Company incurred slightly higher than expected operating expenses relating to R&D projects and Sarbanes Oxley related work.

Revenue from WinDVD represented 73% of total revenue in the second quarter of 2004, as compared to 83% of total revenue in the second quarter of 2003 and 78% of total revenue in the prior quarter. Revenue from other products represented 27% of total revenue in the second quarter of 2004, as compared to 17% of total revenue in the second quarter of 2003 and 22% of total revenue in the prior quarter.

“While we are disappointed in our bottom line performance in the quarter, we continue to see increasing strength in sales of our newer products, including WinDVD Creator and WinDVD Cinema,” commented Steve Ro, president and CEO of InterVideo. “Despite delays in shipping in the second quarter, we are encouraged with the level of interest in our InstantOn technology. NEC and Hitachi both started shipping our InstantOn product during the second quarter.

“Today, we are delighted to announce that we have signed a technology agreement with Microsoft Corporation whereby we have agreed to supply them with our DVD playback software for use in future products. While we are not prepared to identify the specific

products or discuss the financial or pricing terms associated with this agreement, we believe that the Microsoft relationship is an important step in furthering InterVideo’s reputation in the DVD playback market.

“Unrelated to the Microsoft announcement, we are continuing to develop innovative applications for our technology in a variety of consumer electronics products and devices and are well-positioned to capitalize on some of these opportunities in the near term. One of the most encouraging accomplishments of late was our first design win in the mobile market place that we announced today with Cute Mobile Corp,” concluded Steve Ro.

Business Outlook

The following statements are based on current expectations and information available to us as of July 29, 2004; we do not undertake a duty to update them. Our ability to project future results is inherently uncertain. These statements are “forward-looking” and actual results may differ materially as a result of risks outlined below.

The Company currently forecasts revenue for the third quarter of 2004 in the range of $16.5-17.5 million and earnings per share in the range of $0.06 to $0.08.

Conference Call Details

The InterVideo Second Quarter 2004 teleconference and webcast is scheduled to begin at 4:30 p.m. Eastern Time, on Thursday, July 29, 2004. To access the live Webcast, please visit http://www.investor.intervideo.com or the main page of the investor relations section of Intervideo’s web site at least 30 minutes prior to the scheduled time to download any necessary audio or plug-in software. A replay will be available approximately two hours after the conference call ends and will be available through midnight August 5, 2004. The replay number is (800) 405-2236 or (303) 590-3000, with passcode 11004105. Separately, the archived Webcast will be available on our website through July 29, 2005.

About InterVideo, Inc.

InterVideo is a leading provider of DVD software. InterVideo has developed a technology platform from which it has created a broad suite of integrated multimedia software products that allow users to capture, edit, author, burn, distribute, and play digital video. InterVideo’s software is bundled with products sold by the majority of the leading PC OEMs. The company is headquartered in Fremont, CA with regional offices in Europe, Taiwan, China and Japan. For more information, contact InterVideo at 510/651-0888 or visit the company’s Web site at www.intervideo.com.

Safe Harbor Statement

Except for the historical statements contained herein, the foregoing release contains forward-looking statements, including statements regarding, among other matters, our future financial performance, including expected revenues and earnings per share for the third quarter of 2004, our expected sales of new products and our ability to develop applications for our technology in consumer electronics products. These forward-looking

statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the ability to forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors, the market acceptance of our new products and product enhancements, claims regarding alleged infringement of third parties’ intellectual property rights, the ability to maintain or expand our relationship with our retail and OEM customers and other risks and uncertainties. Please consult the various reports and documents filed by InterVideo with the U.S. Securities and Exchange Commission, including but not limited to InterVideo’s annual report on Form 10-K for factors potentially affecting the Company’s future financial results. All forward-looking statements are made as of the date hereof and InterVideo disclaims any responsibility to update or revise any forward-looking statement provided in this news release. The results for the second quarter of fiscal 2004 are not necessarily indicative of InterVideo’s operating results for any future periods.

InterVideo is a registered trademark of InterVideo, Inc. All other trademarks are the property of their respective holders.

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INTERVIDEO, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

	Three months ended June 30				Six months ended June 30
	2004		2003		2004		2003
Revenue	$	16,704	$	13,099	$	35,525	$	26,472
Cost of revenue :		7,719		5,398		15,653		10,833
Gross Profit		8,985		7,701		19,872		15,639
Operating Expenses :
Research and development		2,608		1,907		4,897		3,621
Sales and marketing		2,713		2,120		5,471		4,395
General and administrative		1,975		901		3,680		1,854
Stock-based compensation		74		217		149		550
Total operating expenses		7,370		5,145		14,197		10,420
Income from operations		1,615		2,556		5,675		5,219
Other income, net		262		75		435		163
Income before income taxes		1,877		2,631		6,110		5,382
Provision for income taxes		747		1,057		2,377		2,200
Net income	$	1,130	$	1,574	$	3,733	$	3,182
Net income per share :
Basic	$	0.08	$	0.61	$	0.28	$	1.25
Diluted	$	0.07	$	0.13	$	0.24	$	0.26
Number of shares used in net income per share calculation:
Basic		13,410		2,561		13,314		2,551
Diluted		15,366		12,096		15,371		12,127

INTERVIDEO, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30, 2004			December 31, 2003
Current assets :
Cash and cash equivalents	$	33,652		$	46,875
Short term investments		36,621			22,862
Accounts receivable (net of $149 and $254 allowance, respectively)		7,012			5,515
Deferred tax assets		1,722			1,543
Prepayments and other current assets		1,504			1,976
Inventory		521			492
Total current assets		81,032			79,263
Property and equipment, net		2,321			2,241
Goodwill		1,018			1,018
Other purchased intangible assets		183			283
Deferred tax assets		4,685			4,685
Long term investments		1,662			—
Other assets		329			429
Total assets	$	91,230		$	87,919
Current liabilities :
Accounts payable	$	912		$	1,039
Accrued liabilities		10,886			9,503
Income tax payable		678			1,539
Deferred revenue		4,070			3,422
Total current liabilities		16,546			15,503
Stockholders’ equity :
Common stock, $0.001 par value, 150,000 shares authorized, 13,415 and 12,970 shares issued and outstanding, respectively		13			13
Additional paid-in capital		74,711			76,283
Notes receivable from stockholders		(925	)		(905	)
Deferred stock compensation		(241	)		(531	)
Accumulated other comprehensive loss		(286	)		(123	)
Retained earnings (accumulated deficit)		1,412			(2,321	)
Total stockholders’ equity		74,684			72,416
Total liabilities and stockholders’ equity	$	91,230		$	87,919