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MAD CATZ INTERACTIVE INC 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
e10vq
Table of Contents

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

FORM 10-Q
 
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from                      to                     
Commission File No. 001-14944
 
MAD CATZ INTERACTIVE, INC.
(Exact name of Registrant as specified in its charter)
 
     
Canada
(State or other jurisdiction of
incorporation or organization)
  Not Applicable
(I.R.S. Employer
Identification No.)
     
7480 Mission Valley Road, Suite 101
San Diego, California
(Address of principal executive offices)
  92108
(Zip Code)
(619) 683-9830
(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 þ  NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ
There were 55,098,549 shares of the registrant’s common stock issued and outstanding as of October 29, 2010.
 
 

 


 

MAD CATZ INTERACTIVE, INC.
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2010
TABLE OF CONTENTS
         
       
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    17  
       
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    18  
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2

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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
MAD CATZ INTERACTIVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share data)
(unaudited)
                 
    September 30,     March 31,  
    2010     2010  
Assets
               
Current assets:
               
Cash
  $ 3,686     $ 2,245  
Accounts receivable, net
    28,497       14,620  
Other receivables
    2,005       123  
Income tax receivable
    22       21  
Inventories
    51,609       16,975  
Deferred tax assets
    17       17  
Prepaid expenses and other current assets
    1,619       1,410  
 
           
Total current assets
    87,455       35,411  
Deferred tax assets
    717       766  
Other assets
    633       626  
Property and equipment, net
    3,680       3,452  
Intangible assets, net
    6,071       2,828  
Goodwill
    11,404       8,466  
 
           
Total assets
  $ 109,960     $ 51,549  
 
           
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Bank loan
  $ 28,262     $ 3,829  
Accounts payable
    38,434       11,871  
Accrued liabilities
    8,747       7,988  
Note payable, current
    525        
Contingent consideration, current
    288        
Income taxes payable
    2,229       1,670  
 
           
Total current liabilities
    78,485       25,358  
Convertible notes payable
    14,500       14,500  
Contingent consideration
    3,408        
Other long-term liabilities
    1,707       357  
 
           
Total liabilities
    98,100       40,215  
Shareholders’ equity:
               
 
Common stock, no par value, unlimited shares authorized; 55,098,549 shares issued and outstanding at September 30, 2010 and March 31, 2010
    49,195       48,865  
Accumulated other comprehensive income (loss)
    389       (55 )
Accumulated deficit
    (37,724 )     (37,476 )
 
           
Total shareholders’ equity
    11,860       11,334  
 
           
Total liabilities and shareholders’ equity
  $ 109,960     $ 51,549  
 
           
See accompanying notes to unaudited condensed consolidated financial statements.

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MAD CATZ INTERACTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands of U.S. dollars, except share data)
                                 
    Three Months Ended     Six Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Net sales
  $ 37,409     $ 21,603     $ 57,320     $ 43,981  
Cost of sales
    26,904       14,846       40,873       30,571  
 
                       
Gross profit
    10,505       6,757       16,447       13,410  
Operating expenses:
                               
Sales and marketing
    3,562       2,609       6,047       5,051  
General and administrative
    3,295       3,045       6,518       6,097  
Research and development
    950       691       1,691       1,292  
Acquisition related items
    546             606        
Amortization of intangible assets
    224       590       465       1,172  
 
                       
Total operating expenses
    8,577       6,935       15,327       13,612  
 
                       
Operating income (loss)
    1,928       (178 )     1,120       (202 )
Interest expense, net
    (713 )     (525 )     (1,238 )     (993 )
Foreign exchange gain (loss), net
    909       (106 )     695       (419 )
Other income
    117       65       177       96  
 
                       
Income (loss) before income taxes
    2,241       (744 )     754       (1,518 )
Income tax expense
    1,113       227       1,002       449  
 
                       
Net income (loss)
  $ 1,128     $ (971 )   $ (248 )   $ (1,967 )
 
                       
Basic net income (loss) per share
  $ 0.02     $ (0.02 )   $ (0.00 )   $ (0.04 )
 
                       
Diluted net income (loss) per share
  $ 0.02     $ (0.02 )   $ (0.00 )   $ (0.04 )
 
                       
Weighted average shares — basic
    55,098,549       55,098,549       55,098,549       55,098,549  
 
                       
Weighted average shares — diluted
    55,116,359       55,098,549       55,098,549       55,098,549  
 
                       
See accompanying notes to unaudited condensed consolidated financial statements.

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MAD CATZ INTERACTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands of U.S. dollars)
                 
    Six Months Ended  
    September 30,  
    2010     2009  
Cash flows from operating activities:
               
Net loss
  $ (248 )   $ (1,967 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    1,346       2,084  
Amortization of deferred financing fees
    74       90  
Provision for deferred income taxes
    49       117  
Loss on disposal or sale of assets
    1       63  
Stock-based compensation
    330       308  
Changes in operating assets and liabilities, net of effects from acquisition:
               
Accounts receivable
    (13,324 )     3,273  
Other receivables
    (1,873 )     71  
Inventories
    (32,389 )     (15,572 )
Prepaid expenses and other current assets
    (124 )     (253 )
Other assets
    (37 )     (206 )
Accounts payable
    24,097       9,672  
Accrued liabilities
    1,048       1,181  
Income taxes receivable/payable
    561       (150 )
 
           
Net cash used in operating activities
    (20,489 )     (1,289 )
 
           
Cash flows from investing activities:
               
Purchases of property and equipment
    (1,020 )     (1,422 )
Cash paid for acquisition, net of cash received
    (1,189 )      
 
           
Net cash used in investing activities
    (2,209 )     (1,422 )
 
           
Cash flows from financing activities:
               
Payment of financing fees
    (100 )     (200 )
Repayments on notes payable
    (279 )      
Repayments on bank loan
    (39,157 )     (41,070 )
Borrowings on bank loan
    63,592       47,092  
 
           
Net cash provided by financing activities
    24,056       5,822  
 
           
Effects of foreign exchange on cash
    83       297  
 
           
Net increase in cash
    1,441       3,408  
Cash, beginning of period
    2,245       2,890  
 
           
Cash, end of period
  $ 3,686     $ 6,298  
 
           
Supplemental cash flow information:
               
Income taxes paid
  $ 453     $ 642  
 
           
Interest paid
  $ 441     $ 426  
 
           
Supplemental disclosure of non-cash investing and financing activities:
               
Fair value of assets acquired in acquisition, net of cash received
    2,772        
Goodwill
    2,928        
Intangible assets
    3,700        
Liabilities assumed in acquisition
    (4,155 )      
Notes payable assumed in acquisition
    (803 )      
Contingent consideration liability, net of $947 working capital adjustment
    (3,253 )      
 
           
Net cash paid for acquisition
  $ 1,189     $  
 
           
See accompanying notes to unaudited condensed consolidated financial statements.

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MAD CATZ INTERACTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
     The condensed consolidated balance sheets and related condensed consolidated statements of operations and cash flows contained in this Quarterly Report on Form 10-Q, which are unaudited, include the accounts of Mad Catz Interactive, Inc. (the “Company”) and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all entries necessary for a fair presentation of such condensed consolidated financial statements have been included. These entries consisted only of normal recurring items. The results of operations for the interim period are not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year. The Company generates a substantial percentage of net sales in the last three months of every calendar year.
     The condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with United States generally accepted accounting principles. Please refer to the Company’s audited consolidated financial statements and related notes for the fiscal year ended March 31, 2010 contained in the Company’s Annual Report on Form 10-K as filed with the United States Securities and Exchange Commission (the “SEC”).
     The preparation of financial statements in conformity with United States generally accepted accounting principles 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, the Company evaluates its estimates, including those related to asset impairments, reserves for accounts receivable and inventories, contingencies and litigation, valuation and recognition of share-based payments and income taxes. Illiquid credit markets, volatile equity markets, foreign currency fluctuations, and declines in customer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ from these estimates. Changes in estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Actual results could differ from those estimates.
(2) Acquisition
     On May 28, 2010, the Company acquired all of the outstanding stock of Tritton Technologies Inc. (“Tritton”), a private corporation incorporated under the laws of Delaware. Tritton is in the business of designing, developing, manufacturing (through third parties in Asia), marketing and selling videogame and PC accessories, most notably gaming audio headsets. The Company acquired all of Tritton’s net tangible and intangible assets, including trade names, customer relationships and product lines. Cash paid for the acquisition was approximately $1.4 million, subject to a working capital adjustment currently estimated to be $947,000. The Company is required to make additional cash payments to former Tritton share holders of up to an aggregate of $8.7 million based on the achievement of certain specified performance measures over a five year period. As a result of the acquisition, Tritton became a wholly-owned subsidiary of the Company and accordingly, the results of operations of Tritton are included in the Company’s consolidated financial statements from the acquisition date. The Company financed the acquisition through borrowings under the Company’s working capital facility. The acquisition was done in order to expand the Company’s product offerings in the high growth gaming audio market and to further leverage the Company’s assets, infrastructure and capabilities.

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     The purchase price allocation for the acquisition of Tritton set forth below is preliminary and subject to change as more detailed analysis is completed and additional information with respect to the fair value of certain assets and liabilities acquired becomes available. During the three months ended September 30, 2010, based on new information obtained about the facts and circumstances that existed as of the acquisition date, acquisition date provisional values were adjusted to increase goodwill by $1.4 million, related to recording a deferred tax liability and $200 thousand related to a refinement in the value of the contingent consideration arrangement. Fair-value measurements have been determined based on assumptions that market participants would use in the pricing of the asset or liability. The Company expects to finalize the purchase price allocation within this fiscal year. The following table summarizes the consideration paid for Tritton and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date (in thousands):
         
Consideration:
       
Cash paid
    1,350  
Preliminary working capital adjustment, net of holdback
    (947 )
Fair value of contingent consideration
    4,200  
Total purchase price
    4,603  
     The $4.6 million purchase price for Tritton exceeded the value of the acquired tangible and identifiable intangible assets, and therefore the Company allocated $2.9 million to non tax deductible goodwill.
         
Recognized amounts of identifiable assets acquired and liabilities assumed
       
Net working capital
    (731 )
Property, plant and equipment and other assets
    120  
Deferred tax liability
    (1,413 )
Goodwill
    2,927  
Other intangible assets
    3,700  
Total purchase price
    4,603  
     The fair values of the acquired identifiable intangible assets with definite lives are as follows (in thousands):
         
Customer relationships
    900  
Trademark and trade names
    2,800  
     The contingent consideration arrangement requires the Company to pay the former owners of Tritton additional consideration based on a percentage of future sales of Tritton products, subject to maximum annual amounts. The fair value of the contingent consideration arrangement has been determined primarily by using the income approach and using a discount rate of approximately 19 percent. The amount paid for contingent consideration is expected to be reduced by the amount of any working capital adjustment. As of September 30, 2010, the liability for contingent consideration is shown net of the estimated working capital adjustment and holdback of $947,000.
     The estimated fair value of the contingent consideration increased $443,000 during the three months ended September 30, 2010. The Company will assess the estimated fair value of the contractual obligation to pay the contingent consideration on a quarterly basis and any changes in estimated fair value will be recorded in the Company’s statement of operations.
     The amortization periods for the acquired intangible assets with definite lives are 8 years for customer relationships and 12 years for trademarks and trade names and the Company is amortizing the acquired intangible assets using the straight line method of amortization. The Company will monitor and assess the acquired intangible assets and will adjust, if necessary, the expected life, amortization method or carrying value of such assets to best match the underlying economic value.
     The fair value assigned to trademarks and trade names has been determined primarily by using the income approach, which estimates the future royalties which would have to be paid to the owner of the brand for its current use. Tax is deducted and a discount rate is used to determine the present value of future cash flows. This is based on the brand in its current use and is based on savings from owning the brand, or relief from royalties that would otherwise be paid to the brand owner. The fair value assigned to customer relationships has been determined primarily by using the income approach, which estimates the value of an asset based on discounted future earnings specifically attributed to that asset, that is, in excess of returns for other assets that contributed to those earnings. The discount rates used in these valuation methods is approximately 19 percent.
Transaction costs related to the acquisition totaled $103,000 and $163,000 during the three and six months ended September 30, 2010, and are recorded in ‘acquisition related items’ in the accompany condensed consolidated statement of operations.

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Changes in goodwill
     Changes in goodwill for the six months ended September 30, 2010 were as follows (in thousands):
         
Goodwill balance as of March 31, 2010
    8,466  
Changes due to foreign currency translation
    11  
Increase due to Tritton acquisition
    2,927  
Goodwill balance as of September 30, 2010
    11,404  
Accumulated goodwill impairment charges as of September 30, 2010 and March 31, 2010 were $27.9 million.
(3) Notes Payable
     On May 28, 2010 in connection with the Tritton acquisition, the Company assumed two notes payable. The first note, in the principal amount of $333,000, accrues interest at 10% per annum, calls for monthly interest payments on the first business day of each month and the remaining balance to be paid on or before May 28, 2011. The second note, in the principal amount of $470,000, accrues interest at 10% per annum. On May 28, 2010 the Company made a payment of $100,000. On August 27, 2010, the Company made a scheduled payment of $185,000 plus accrued interest, with the remaining balance including accrued interest due on November 29, 2010.
(4) Bank Loan
     On September 30, 2010 the Company entered into an amended agreement with Wells Fargo Capital Finance, LLC to temporarily increase the maximum borrowing from $30.0 million to $50.0 million through December 30, 2010, to $35.0 million through January 30, 2011 and back to $30.0 million thereafter. Costs associated with the amended agreement totaled $100,000. This facility expires on October 31, 2012. Borrowings under the Credit Facility are secured by a first priority interest in the inventories, equipment, accounts receivable and investment properties of Mad Catz, Inc. and by a pledge of all of the capital stock of the Company’s subsidiaries and is guaranteed by the Company.
(5) Inventories
     Inventories consist of the following (in thousands):
                 
    September 30,     March 31,  
    2010     2010  
Raw materials
  $ 3,931     $ 1,546  
Finished goods
    47,678       15,429  
 
           
 
Inventories
  $ 51,609     $ 16,975  
 
           
(6) Comprehensive Income (Loss)
     Comprehensive income (loss) for the three and six months ended September 30, 2010 and 2009 consists of the following components (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Net income (loss)
  $ 1,128     $ (971 )   $ (248 )   $ (1,967 )
Foreign currency translation adjustment
    876       88       444       1,412  
 
                       
Comprehensive income (loss)
  $ 2,004     $ (883 )   $ 196     $ (555 )
 
                       
     The foreign currency translation adjustments are not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
(7) Basic and Diluted Net Earnings per Share
Basic earnings per share is calculated by dividing the net earnings by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share includes the impact of potentially dilutive common stock-based equity instruments.
     Outstanding options to purchase an aggregate of 7,748,037 and 7,667,004 shares of the Company’s common stock for the three and six months ended September 30, 2010, respectively, and 7,094,433 and 6,988,592 shares of the Company’s common stock for the three and six months ended September 30, 2009, respectively, were excluded from diluted net loss per share calculations because inclusion of such options would have an anti-dilutive effect on losses in these periods. Weighted average shares of 10,217,744 related to $14,500,000 of convertible notes payable the Company issued to the seller of Saitek on November 20, 2007 as part of the consideration relating to that acquisition were excluded from the calculation for each of the three and six month periods ended September 30, 2010 and 2009 because of their anti-dilutive effect during the period.

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(8) Geographic Data
     The Company’s sales are attributed to the following geographic regions (in thousands):
                                 
    Three months ended     Six months ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Net sales:
                               
United States
  $ 23,971     $ 11,531     $ 34,403     $ 25,141  
Europe
    12,235       8,504       20,579       15,829  
Canada
    434       500       803       1,357  
Other countries
    769       1,068       1,535       1,654  
 
                       
 
  $ 37,409     $ 21,603     $ 57,320     $ 43,981  
 
                       
     Revenue is attributed to geographic regions based on the location of the customer. During the three and six months ended September 30, 2010, one customer individually accounted for approximately 34% and 30% of the Company’s gross sales, respectively. During the three and six months ended September 30, 2009, one customer individually accounted for approximately 23% and 24% of the Company’s gross sales, respectively.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     Unless the context otherwise requires, all references in this section to the “Company”, “we”, “us” or “our” refer, collectively, to Mad Catz Interactive, Inc. and all of its subsidiaries, and all references in this section to “Mad Catz” refer to Mad Catz Interactive, Inc.
     This section contains forward-looking statements and forward looking information (collectively “forward-looking statements”) as defined in applicable securities legislation involving 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 out under “Forward-looking Statements” herein and in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and in Part II Other Information — Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
Overview
Our Business
     We design, manufacture (primarily through third parties in Asia), market and distribute accessories for all major videogame platforms, the PC and, to a far lesser extent, the iPod and other audio devices. Our accessories are marketed primarily under the Mad Catz, Tritton, Saitek, Joytech, GameShark and AirDrives brands; we also produce for selected customers a limited range of products which are marketed on a “private label” basis. Our products include videogame, PC and audio accessories, such as control pads, steering wheels, joysticks, memory cards, video cables, flight sticks, dance pads, microphones, car adapters, carry cases, mice, keyboards and headsets. We also market videogame enhancement products and publish videogames.
Seasonality and Fluctuation of Sales
     We generate a substantial percentage of our net sales in the last three months of every calendar year, our fiscal third quarter. Our quarterly results of operations can be expected to fluctuate significantly in the future, as a result of many factors, including: seasonal influences on our sales; unpredictable consumer preferences and spending trends; the introduction of new videogame platforms; the need to increase inventories in advance of our primary selling season; and timing of introductions of new products.
Potential Fluctuations in Foreign Currency
     During the three and six month periods ended September 30, 2010, approximately 36% and 40% of total net sales were transacted outside of the United States, respectively. The majority of our international business is presently conducted in currencies other than the U.S. dollar. Foreign currency transaction gains and losses arising from normal business operations are credited to or charged against earnings in the period incurred. As a result, fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar will cause currency transaction gains and losses, which we have experienced in the past and continue to experience. Due to the volatility of currency exchange rates, among other factors, we cannot predict the effect of exchange rate fluctuations upon future operating results. There can be no assurances that we will not experience currency losses in the future. To date we have not hedged against foreign currency exposure.
Critical Accounting Policies
     Our critical accounting principles and estimates remain consistent with those reported in our Annual Report on Form 10-K for the year ended March 31, 2010, as filed with the Securities and Exchange Commission.

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RESULTS OF OPERATIONS
Net Sales
     From a geographical perspective, our net sales for the three and six months ended September 30, 2010 and 2009 were as follows (in thousands):
                                                 
    Three months ended September 30,     $     %  
    2010     %of total     2009     %of total     Change     Change  
United States
  $ 23,971       64 %   $ 11,531       54 %   $ 12,440       108 %
Europe
    12,235       33 %     8,504       39 %     3,731       44 %
Canada
    434       1 %     500       2 %     (66 )     (13 )%
Other countries
    769       2 %     1,068       5 %     (299 )     (28 )%
 
                                     
Consolidated net sales
  $ 37,409       100 %   $ 21,603       100 %   $ 15,806       73 %
 
                                     
                                                 
    Six months ended September 30,     $     %  
    2010     %of total     2009     %of total     Change     Change  
United States
  $ 34,403       60 %   $ 25,141       57 %   $ 9,262       37 %
Europe
    20,579       36 %     15,829       36 %     4,750       30 %
Canada
    803       1 %     1,357       3 %     (554 )     (41 )%
Other countries
    1,535       3 %     1,654       4 %     (119 )     (7 )%
 
                                     
Consolidated net sales
  $ 57,320       100 %   $ 43,981       100 %   $ 13,339       30 %
 
                                     
     For the three months ended September 30, 2010, consolidated net sales increased 73% as compared to the three month period ended September 30, 2009. In the United States, the increase in net sales is primarily attributable to sales of our accessories compatible with the Rock Band 3 game scheduled to launch in October 2010, which began in September 2010, and to a lesser extent sales related to the Tritton acquisition in Q1, and the timing of the prior year period holiday season ordering ramp, which was delayed from the end of September into October. In Europe the increase is largely attributable to the success of sales of third party products on a distribution basis, partially offset by foreign exchange fluctuations.
     For the six months ended September 30, 2010, consolidated net sales increased 30% as compared to the six months ended September 30, 2009. In the United States, the preponderance of the increase in net sales occurred during the latter part of the six month period for the reasons described above. In Europe the increase is largely attributable to the success of sales of third party products on a distribution basis, partially offset by foreign exchange fluctuations. In Canada the decrease in net sales primarily relates to fewer sales of the Street Fighter IV Tournament Edition FightStick made during the six months ended September 30, 2010 compared to the six months ended September 30, 2009.
     Our sales by product group as a percentage of gross sales for the three and six months ended September 30, 2010 and 2009 were as follows:
                                 
    Three months ended     Six months ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Xbox 360
    37 %     26 %     34 %     29 %
PC
    17 %     32 %     17 %     28 %
PlayStation 3
    12 %     11 %     16 %     15 %
Wii
    11 %     11 %     11 %     10 %
Handheld Consoles(a)
    4 %     5 %     3 %     6 %
PlayStation 2
    1 %     2 %     1 %     2 %
GameCube
    1 %     2 %     2 %     2 %
All others
    17 %     11 %     16 %     8 %
 
                       
Total
    100 %     100 %     100 %     100 %
 
                       
 
(a)   Handheld consoles include Sony PSP and Nintendo Game Boy Advance, Game Boy Advance SP, DS, DS Lite, DSi and Micro.

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     Our sales by product category as a percentage of gross sales for the three and six months ended September 30, 2010 and 2009 were as follows:
                                 
    Three months ended     Six months ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Audio
    27 %     9 %     29 %     9 %
Specialty controllers
    23 %     35 %     16 %     38 %
Games
    15 %     2 %     17 %     2 %
Accessories
    14 %     23 %     15 %     23 %
Controllers
    12 %     22 %     15 %     19 %
Personal computer products
    8 %     9 %     7 %     9 %
All others
    1 %     %     1 %     %
 
                       
Total
    100 %     100 %     100 %     100 %
 
                       
Gross Profit
     Gross profit is defined as net sales less cost of sales. Cost of sales consists of product costs, cost of licenses and royalties, cost of freight-in and freight-out and distribution center costs, including depreciation and other overhead.
     The following table presents net sales, cost of sales and gross profit for the three and six months ended September 30, 2010 and 2009 (in thousands):
                                                 
    Three months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Net sales
  $ 37,409       100.0 %   $ 21,603       100.0 %   $ 15,806       73.2 %
Cost of sales
    26,904       71.9 %     14,846       68.7 %     12,058       81.2 %
 
                                     
Gross profit
  $ 10,505       28.1 %   $ 6,757       31.3 %   $ 3,748       55.5 %
 
                                     
                                                 
    Six months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Net sales
  $ 57,320       100.0 %   $ 43,981       100.0 %   $ 13,339       30.3 %
Cost of sales
    40,873       71.3 %     30,571       69.5 %     10,302       33.7 %
 
                                     
Gross profit
  $ 16,447       28.7 %   $ 13,410       30.5 %   $ 3,037       22.6 %
 
                                     
     Gross profit for the three months ended September 30, 2010 increased 55.5%, while gross profit as a percentage of net sales, or gross profit margin, decreased from 31.3% to 28.1%. Gross profit for the six months ended September 30, 2010 increased 22.6%, while gross profit as a percentage of net sales, decreased from 30.5% to 28.7%. The changes in gross profit margin for the three and six months ended September 30, 2010 were primarily due to foreign exchange fluctuations, which accounted for approximately 2.1% of the decrease in each of the periods, and product mix changes. We expect the gross profit margins to remain in the current range, although the gross profit margins may fluctuate due to factors such as changes in product mix and exchange rate fluctuations.
Operating Expenses
     Operating expenses for the three and six months ended September 30, 2010 and 2009 were as follows (in thousands):
                                                 
    Three months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Sales and marketing
  $ 3,562       9.5 %   $ 2,609       12.1 %   $ 953       36.5 %
General and administrative
    3,295       8.8 %     3,045       14.1 %     250       8.2 %
Research and development
    950       2.5 %     691       3.2 %     259       37.5 %
Acquisition related items
    546       1.5 %           %     546       100 %
Amortization
    224       0.6 %     590       2.7 %     (366 )     (62.0 )%
 
                                     
Total operating expenses
  $ 8,577       22.9 %   $ 6,935       32.1 %   $ 1,642       23.7 %
 
                                     

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    Six months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Sales and marketing
  $ 6,047       10.5 %   $ 5,051       11.5 %   $ 996       19.7 %
General and administrative
    6,518       11.4 %     6,097       13.9 %     421       6.9 %
Research and development
    1,691       2.9 %     1,292       2.9 %     399       30.9 %
Acquisition related items
    606       1.1 %           %     606       100  
Amortization
    465       0.8 %     1,172       2.7 %     (707 )     (60.3 )%
 
                                     
Total operating expenses
  $ 15,327       26.7 %   $ 13,612       30.9 %   $ 1,715       12.6 %
 
                                     
     Sales and Marketing. Sales and marketing expenses consist primarily of payroll, commissions, participation at trade shows and travel costs for our worldwide sales and marketing staff, advertising expense and costs of operating our websites. The increase in sales and marketing for the three and six months ended September 30, 2010 is primarily due to increased marketing spending related to increased trade shows in 2010 compared to 2009. Going forward, we expect fixed costs to grow approximately at the rate of inflation, with some increase in discretionary marketing spending in connection with the launch of new products. Altogether, we expect expenses as a percentage of our sales to decline as we increase our sales.
     General and Administrative. General and administrative expenses include salaries and benefits for our executive and administrative personnel, facilities costs and professional services, such as legal and accounting. The increase in general and administration expenses for the three and six months ended September 30, 2010 is primarily related to termination fees associated with the departure of the former Chief Financial Officer, whereby he will receive a compensation package equal to $289,000 and continuation of health and dental benefits through March 2011. Going forward, we expect these expenses as a percentage of our sales to decline as we increase our sales.
     Research and Development. Research and development expenses include the costs of developing and enhancing new and existing products. The increase in research and development expenses relates to a greater focus on research and development activities. We expect research and development expenses to remain at their current levels for the foreseeable future.
     Amortization. Amortization expenses consist of the amortization of the acquired intangible assets from Saitek, Joytech and Tritton. These acquisitions occurred in the third and second quarters of fiscal 2008 and first quarter of fiscal 2011, respectively. The decrease in amortization expense is related to the expiration of the life of certain intangibles, partially offset by additional amortization related to the Tritton acquisition.
Interest Expense, Foreign Exchange Gain(Loss) and Other Income
     Interest expense, foreign exchange gain (loss) and other income for the three and six months ended September 30, 2010 and 2009 were as follows (in thousands):
                                                 
    Three months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Interest expense
  $ (713 )     1.9 %   $ (525 )     2.4 %   $ (188 )     35.8 %
Foreign exchange gain (loss)
  $ 909       2.4 %   $ (106 )     0.5 %   $ 1,015       957.5 %
Other income
  $ 117       0.3 %   $ 65       0.3 %   $ 52       80.0 %
                                                 
    Six months ended September 30,              
            % of Net             % of Net     $     %  
    2010     Sales     2009     Sales     Change     Change  
Interest expense
  $ (1,238 )     2.2 %   $ (993 )     2.3 %   $ (245 )     24.7 %
Foreign exchange gain (loss)
  $ 695       1.2 %   $ (419 )     1.0 %   $ 1,114       265.9 %
Other income
  $ 177       0.3 %   $ 96       0.2 %   $ 81       84.4 %
     The increase in interest expense during the three and six month periods ended September 30, 2010 is related to higher debt balances required to finance the peak season inventory build and higher interest rates. The foreign exchange gains in the three and six months ended September 30, 2010 are due primarily to the rise in value of the Great British Pound and the Euro versus the U.S. dollar and Hong Kong dollar during those periods. The foreign exchange losses in the three and six months ended September 30, 2009 were due primarily to the rise in value of the U.S. dollar and Hong Kong dollar relative to the Great British Pound and the Euro during those periods.
     Other income during the three and six month periods ended September 30, 1010 primarily consists of an insurance recovery and to a lesser extent, advertising income from our GameShark.com website.

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Income Tax Expense (Benefit)
     Income tax expense (benefit) for the three and six months ended September 30, 2010 and 2009 was as follows (in thousands):
                                                 
    Three months ended September 30,              
            Effective             Effective     $     %  
    2010     Tax Rate     2009     Tax Rate     Change     Change  
Income tax expense
  $ 1,113       49.7 %   $ 227       (30.5 )%   $ 886       390.3 %
                                                 
    Six months ended September 30,              
            Effective             Effective     $     %  
    2010     Tax Rate     2009     Tax Rate     Change     Change  
Income tax expense
  $ 1,002       132.9 %   $ 449       (29.6 )%   $ 553       123.2 %
     The Company’s effective tax rate is a blended rate for different jurisdictions in which the Company operates. The effective tax rate fluctuates depending on the taxable income in each jurisdiction and the statutory income tax rates in those jurisdictions. Our Canadian operations are excluded from the effective tax rate calculation due to its continuing operations loss and the full valuation allowances against its deferred tax assets. The change in the effective tax rate in the second quarter of fiscal 2011 versus the second quarter of fiscal 2010 was primarily due to the book losses in certain jurisdictions in the second quarter of fiscal 2010 as compared to income in those jurisdictions in the second quarter of fiscal 2011.
For fiscal 2011, we project a 41% effective tax rate, with the inclusion of discrete items. This differs from tax computed at the Canadian statutory rate primarily due to projected Canadian losses for which no tax benefit will be recognized and a valuation allowance on U.S. deferred tax assets. This difference is partially offset by the benefit of lower tax rates on earnings of certain foreign subsidiaries. Our current projected tax rate for fiscal 2011 could change significantly if actual results differ from our current outlook-based projections
Liquidity and Capital Resources
Sources of Liquidity
                         
    As of and for the        
    six months ended        
    September 30,        
(in thousands)   2010     2009     Change  
Cash
  $ 3,686     $ 6,298     $ (2,612 )
 
                 
Percentage of total assets
    3.4 %     8.8 %        
Cash used in operating activities
  $ (20,489 )   $ (1,289 )   $ (19,200 )
Cash used in investing activities
    (2,209 )     (1,422 )     (787 )
Cash provided by financing activities
    24,056       5,822       18,234  
Effects of foreign exchange on cash
    83       297       (214 )
 
                 
Net increase (decrease) in cash
  $ 1,441     $ 3,408       (1,967 )
 
                 
     At September 30, 2010, available cash was approximately $3.7 million compared to cash of approximately $2.2 million at March 31, 2010 and $6.3 million at September 30, 2009. Our primary sources of liquidity include a revolving line of credit (as discussed below under Cash Flows from Financing Activities), cash on hand at the beginning of the year and cash flows generated from operations during the year.
Cash Flows from Operating Activities
     Our cash flows from operating activities have typically included the collection of customer receivables generated by the sale of our products, offset by payments to vendors for materials and manufacture of our products. For the six months ended September 30, 2010, cash used in operating activities was $20.5 million compared to cash used of $1.3 million for the six months ended September 30, 2009. Cash used in operations for the six months ended September 30, 2010 and 2009 primarily resulted from an increase of inventories due to the build-up in preparation for the peak annual sales season, partially offset by the correlating increase in accounts payable. The increase in cash usage during the fiscal year 2011 compared to the 2010 period is mainly due to a higher peak season sales forecasted which required a greater inventory build-up.
     Due to the seasonality of our business, we typically experience a large build-up in inventories beginning during our second fiscal quarter ending September 30, with corresponding increases in accounts payable and our bank loan balance. These increases are in anticipation of the holiday selling season, which occurs during our third fiscal quarter ending December 31. During the third quarter our inventories decrease and accounts receivable increase as a result of the annual holiday selling. A large percentage of our annual revenue is generated during our third quarter. During our fourth quarter ending March 31, the sales cycle completes with decreases in accounts receivable, inventory, accounts payable and bank loan and net increase in cash. We forecast the expected demand for the holiday selling season months in advance to ensure adequate quantities of inventory. Our sales personnel forecast holiday sales based

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on information that we receive from our major customers as to expected product purchases for the holiday season, and we also utilize mathematical modeling techniques to forecast demand based on recent point-of-sale activity. If demand does not meet expectations, the result will be excess inventories, reduced sales and the overall effect could result in a reduction to cash flows from operating activities following payment of accounts payable.
Cash Flows from Investing Activities
     Cash used in investing activities was $2.2 million during the six months ended September 30, 2010 and $1.4 million during the six months ended September 30, 2009. In the six months ended September 30, 2010, $1.2 million of the cash used in investing activities related to the purchase of Tritton and the remainder consisted of capital expenditures to support our operations and were made up primarily of purchases of production molds, and to a lesser extent, computers and machinery and equipment. In the six months ended September 30, 2009, all cash used in investing activities related to capital expenditures.
Cash Flows from Financing Activities
     Cash provided by financing activities was $24.1 million for the six months ended September 30, 2010 compared to cash provided of $5.8 million for the six months ended September 30, 2009. Cash provided by financing activities during both periods was a result of increased borrowings under our line of credit.
     We maintain a Credit Facility with Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (Central) (“Wells Fargo”) to borrow up to $30 million under a revolving line of credit subject to the availability of eligible collateral (accounts receivable and inventories), which changes throughout the year. The line of credit accrues interest on the daily outstanding balance at the U.S. prime rate plus 2.0% per annum. This facility expires on October 31, 2012. At September 30, 2010, the interest rate was 5.25%. We are also required to pay a monthly service fee of $2,000 and an unused line fee equal to 0.50% of the unused portion of the loan. Borrowings under the Credit Facility are secured by a first priority interest in the inventories, equipment, accounts receivable and investment properties of Mad Catz, Inc. and by a pledge of all of the capital stock of the Company’s subsidiaries and is guaranteed by the Company. We are required to meet a quarterly covenant based on the Company’s free cash flow. We were in compliance with this covenant as of September 30, 2010.
     On September 30, 2010, the Company entered into an Amending Agreement with Wells Fargo that temporarily modifies the maximum borrowing amount permitted under the Credit Facility from $30.0 million to $50.0 million through December 30, 2010, to $35.0 million through January 30, 2011 and back to $30.0 million from and after January 31, 2011.
     We believe that our available cash balances, anticipated cash flows from operations and available line of credit will be sufficient to satisfy our operating needs for at least the next twelve months. However, we operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that we may not be required to raise additional funds through the sale of equity or debt securities or from additional credit facilities. Additional capital, if needed, may not be available on satisfactory terms, if at all. Furthermore, additional debt financing may contain more restrictive covenants than our existing debt.
Contractual Obligations and Commitments
     As a result of the Tritton acquisition on May 28, 2010, the Company is required to make additional cash payments to former Tritton share holders of up to an aggregate of $8.7 million based on the achievement of certain specified performance measures. There have been no other material changes to our contractual obligations from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
     As of September 30, 2010 and March 31, 2010, we did not have any relationships with unconsolidated entities or financial parties, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

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EBITDA
     EBITDA, a non-GAAP financial measure, represents net income before interest, taxes, depreciation and amortization. EBITDA is not intended to represent cash flows for the period, nor is it being presented as an alternative to operating or net income as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. As defined, EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. We believe, however, that in addition to the performance measures found in our financial statements, EBITDA is a useful financial performance measurement for assessing our Company’s operating performance. Our management uses EBITDA as a measurement of operating performance in comparing our performance on a consistent basis over prior periods, as it removes from operating results the impact of our capital structure, including the interest expense resulting from our outstanding debt, and our asset base, including depreciation and amortization of our capital and intangible assets. In addition, EBITDA is an important measure for our lender. We calculate EBITDA as follows (in thousands):
                                 
    Three months ended     Six months ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
Net income (loss)
  $ 1,128     $ (971 )   $ (248 )   $ (1,967 )
Adjustments:
                               
Interest expense
    713       525       1,238       993  
Income tax expense
    1,113       227       1,002       449  
Depreciation and amortization
    680       1,048       1,346       2,084  
 
                       
EBITDA
  $ 3,634     $ 829     $ 3,338     $ 1,559  
 
                       
Forward-Looking Statements
     Certain statements in this Quarterly Report on Form 10-Q are not historical fact and constitute “forward-looking statements” within the meaning of Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and constitute “forward-looking information” as defined in applicable Canadian securities legislation (collectively “forward-looking statements”). These forward-looking statements may address, among other things, our strategy for growth, business development, market and competitive position, financial results, expected revenue, expense levels in the future and the sufficiency of our existing assets to fund future operations and capital spending needs. These statements relate to our expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future, and may be identified by the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” and “potential,” among others. Specifically this document contains forward-looking statements regarding, among other things, the continuance of seasonal fluctuations in the Company’s sales, inventories, receivables, payables and cash; the effect of currency exchange rate fluctuations; the sufficiency of funds available to meet operational needs; and our expectations for fiscal 2011 in respect of our gross profit margin and operating expenses.
     The forward-looking statements contained herein reflect management’s current beliefs and expectations and are based on information currently available to management, as well as its analysis made in light of its experience, perception of trends, current conditions, expected developments and other factors and assumptions believed to be reasonable and relevant in the circumstances. These assumptions include, but are not limited to: continuing demand by consumers for videogames and accessories, continued financial viability of our largest customers, continued access to capital to finance our working capital requirements and the continuance of open trade with China, where the preponderance of our products are manufactured.
     Forward-looking statements are not guarantees of performance and are subject to important factors and events that could cause our actual business, prospects and results of operations to differ materially from the historical information contained in this Form 10-Q, and from those that may be expressed or implied by the forward-looking statements. Readers are cautioned that actual results could differ materially from the anticipated results or other expectations expressed in these forward-looking statements for the reasons detailed in Part I — Item 1A. — Risk Factors of our most recent Annual Report on Form 10-K, and in Part II Other Information — Item 1A. We believe that many of the risks detailed in our other SEC filings are part of doing business in the industry in which we operate, and will likely be present in all periods reported. The fact that certain risks are endemic to the industry does not lessen their significance. The forward-looking statements contained in this report are made as of the date of this report and we assume no obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements, except as may be required by applicable law.

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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
     For the second quarter of fiscal 2011, our management with the participation of our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2010. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities and Exchange Commission.
Changes in Internal Control over Financial Reporting
     There has been no change in our internal control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Company’s process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during the process.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
     From time to time, the Company may be a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. Regardless of their merits, these matters may force the Company to expend significant financial resources. The Company is not aware of any material pending legal proceedings to which it or its subsidiaries is a party or of which any of their property is subject.
Item 1A. Risk Factors
     There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

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Item 6. Exhibits
     
10.1
  First Amending Agreement, dated as of September 30, 2010, between Mad Catz, Inc. and Wells Fargo Capital Finance, LLC, successor by merger to Wachovia Capital Finance Corporation (Central). (Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2010 and incorporated herein by reference.)
 
   
10.2
  Mad Catz Interactive, Inc. Stock Option Plan — 2007, as amended and restated. (Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2010 and incorporated herein by reference.)
 
   
31.1
  Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
31.2
  Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
   
32.1
  Certification of Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
 
   
32.2
  Certification of Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company.
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.
         
  MAD CATZ INTERACTIVE, INC.
 
 
November 4, 2010  /s/ Darren Richardson    
  Darren Richardson   
  President and Chief Executive Officer   
 
     
November 4, 2010  /s/ Allyson Vanderford    
  Allyson Vanderford   
  Interim Chief Financial Officer   

18

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