Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
The consolidated financial statements include the accounts of Mad Catz Interactive, Inc. and its wholly-owned subsidiaries, collectively, the Company. All intercompany transactions and balances have been eliminated in consolidation. The Company refers to its fiscal years based on the fiscal year ending date. For instance, fiscal year 2014 refers to the fiscal year ending March 31, 2014. All currency amounts are presented in U.S. dollars. |
Use of Estimates | ' |
Use of Estimates |
The preparation of consolidated 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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. On an ongoing basis, the Company evaluates its estimates, including those related to asset impairments, reserves for accounts receivable and inventory, contingencies and litigation, valuation and recognition of share-based payments, the liability for contingent consideration, warrant liability and income taxes. 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. |
Concentration of Credit Risk | ' |
Concentration of Credit Risk |
The Company’s credit risk is primarily concentrated in accounts receivable. The Company generally does not require collateral on accounts receivable because a majority of its customers are large, well-capitalized, established retail entities with operations throughout the United States, Canada and Europe. The Company maintains an allowance for doubtful accounts. For the year ended March 31, 2014, sales to the largest customer constituted 13% of gross sales and sales to the second largest customer constituted 11% of gross sales. For the year ended March 31, 2013, sales to the largest customer constituted 17% of gross sales. For the year ended March 31, 2012, sales to the largest customer constituted 20% of gross sales and sales to the second largest customer constituted 11% of gross sales. At March 31, 2014, one customer represented 15% of accounts receivable. At March 31, 2013, one customer represented 15% of accounts receivable and another customer represented 12% of accounts receivable. At March 31, 2012, one customer represented 27% of accounts receivable and another customer represented 10% of accounts receivable. At March 31, 2014, 2013 and 2012, there were no other customers which accounted for greater than 10% of gross sales or represented greater than 10% of accounts receivable. |
Fair Value of Financial Instruments and Fair Value Measurements | ' |
Fair Value of Financial Instruments and Fair Value Measurements |
The carrying values of the Company’s financial instruments, including cash, accounts receivable, other receivables, accounts payable, accrued liabilities and income taxes receivable/payable approximate their fair values due to the short maturity of these instruments. The carrying value of the bank loan approximates its fair value as the interest rate and other terms are that which is currently available to the Company. The carrying value of the note payable approximates fair value as it represents the present value of the fixed payment schedule using an effective interest rate of 5.25%, which approximates the interest rate on the Company’s bank loan. |
Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: |
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| Ÿ | | Level 1: Quoted prices in active markets for identical assets or liabilities. | | | | | | | | | | | | | |
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| Ÿ | | Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. | | | | | | | | | | | | | |
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| Ÿ | | Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. | | | | | | | | | | | | | |
The following table provides a summary of the recognized assets and liabilities carried at fair value on a recurring basis (in thousands): |
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| | Balance as of | | | Basis of Fair Value | |
March 31, 2014 | Measurements |
| | | | Level 1 | | | Level 2 | | | Level 3 | |
Liabilities: | | | | | | | | | | | | | | | | |
Warrant liability (Note 10) | | $ | (75 | ) | | $ | — | | | $ | — | | | $ | (75 | ) |
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| | Balance as of | | | Basis of Fair Value | |
March 31, 2013 | Measurements |
| | | | Level 1 | | | Level 2 | | | Level 3 | |
Liabilities: | | | | | | | | | | | | | | | | |
Contingent consideration (Note 3) | | $ | (3,864 | ) | | $ | — | | | $ | — | | | $ | (3,864 | ) |
Warrant liability (Note 10) | | $ | (149 | ) | | $ | — | | | $ | — | | | $ | (149 | ) |
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The following tables provide a rollforward of the Company’s level three fair value measurements during the year ended March 31, 2014, which consist of the Company’s contingent consideration liability and warrant liability (in thousands): |
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Contingent consideration, net of working capital: | | | | | | | | | | | | | | | | |
Balance at March 31, 2011 | | $ | (4,439 | ) | | | | | | | | | | | | |
Contingent consideration payment | | | 1,546 | | | | | | | | | | | | | |
Changes in working capital adjustment | | | (409 | ) | | | | | | | | | | | | |
Change in fair value of contingent consideration | | | (1,067 | ) | | | | | | | | | | | | |
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Balance at March 31, 2012 | | $ | (4,369 | ) | | | | | | | | | | | | |
Contingent consideration payment | | | 1,600 | | | | | | | | | | | | | |
Changes in working capital adjustment | | | (7 | ) | | | | | | | | | | | | |
Change in fair value of contingent consideration | | | (1,088 | ) | | | | | | | | | | | | |
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Balance at March 31, 2013 | | $ | (3,864 | ) | | | | | | | | | | | | |
Contingent consideration payment | | | 1,650 | | | | | | | | | | | | | |
Converted to note payable | | | 2,348 | | | | | | | | | | | | | |
Change in fair value of contingent consideration | | | (134 | ) | | | | | | | | | | | | |
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Balance at March 31, 2014 | | $ | — | | | | | | | | | | | | | |
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Warrant liability: | | | | | | | | | | | | | | | | |
Balance at March 31, 2011 | | $ | — | | | | | | | | | | | | | |
Securities purchase agreement — warrant liability | | | (3,250 | ) | | | | | | | | | | | | |
Change in fair value of warrant liability | | | 2,557 | | | | | | | | | | | | | |
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Balance at March 31, 2012 | | $ | (693 | ) | | | | | | | | | | | | |
Change in fair value of warrant liability | | | 544 | | | | | | | | | | | | | |
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Balance at March 31, 2013 | | $ | (149 | ) | | | | | | | | | | | | |
Change in fair value of warrant liability | | | 74 | | | | | | | | | | | | | |
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Balance at March 31, 2014 | | $ | (75 | ) | | | | | | | | | | | | |
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Revenue Recognition | ' |
Revenue Recognition |
The Company recognizes revenue when (1) there is persuasive evidence that an arrangement with the customer exists, which is generally a customer purchase order, (2) the products are delivered, which occurs when the products are shipped and risk of loss has been transferred to the customer, (3) the selling price is fixed or determinable and (4) collection of the customer receivable is deemed reasonably assured. The Company’s payment arrangements with customers typically provide net 30- and 60-day terms. All of the Company’s arrangements are single element arrangements and there are no undelivered elements after the point of shipment. |
Amounts billed to customers for shipping and handling are included in net sales, and costs incurred related to shipping and handling is included in cost of sales. |
Allowance for Doubtful Accounts and Other Allowances | ' |
Allowance for Doubtful Accounts and Other Allowances |
Accounts receivable are recorded net of an allowance for doubtful accounts and other sales related allowances. When evaluating the adequacy of the allowance for doubtful accounts, the Company analyzes known uncollectible accounts, the aging of accounts receivable, historical bad debts, customer credit-worthiness and current economic trends. The Company performs ongoing credit evaluations of its customers, and generally does not require collateral on its accounts receivable. The Company estimates the need for allowances for potential credit losses based on historical collection activity and the facts and circumstances relevant to specific customers and records a provision for uncollectible accounts when collection is uncertain. To date, the Company has not experienced significant credit related losses. |
The Company records allowances for customer marketing programs, including certain rights of return, price protection, volume-based cash incentives and cooperative advertising. The estimated cost of these programs is accrued as a reduction to revenue or as an operating expense in the period the Company sells the product or commits to the program. Such amounts are estimated, based on historical experience and contractual terms, and periodically adjusted based on historical and anticipated rates of returns, inventory levels and other factors. |
Inventories | ' |
Inventories |
Raw materials, packaging materials and accessories are valued at the lower of cost, determined by the first-in, first-out method, or market. Finished goods are valued at the lower of cost or market, with cost being determined on an average cost basis. The Company regularly reviews inventory quantities on hand and in the retail channel, consumer demand and seasonality factors in order to recognize any loss of utility in the period incurred. |
Property and Equipment | ' |
Property and Equipment |
Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment are depreciated or amortized using the straight-line method over the estimated useful lives of the assets as follows: |
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Molds | | 3 years | | | | | | | | | | | | | | |
Computer equipment and software | | 3 years | | | | | | | | | | | | | | |
Manufacturing and office equipment | | 3 -5 years | | | | | | | | | | | | | | |
Furniture and fixtures | | 5 years | | | | | | | | | | | | | | |
Leasehold improvements | | Shorter of estimated useful life or remaining life | | | | | | | | | | | | | | |
of lease | | | | | | | | | | | | | | |
Major improvements and betterments are capitalized. |
Intangible Assets | ' |
Intangible Assets |
Intangible assets are stated at cost less accumulated amortization and are amortized over the estimated useful lives of the assets on a straight-line basis. The range of useful lives is as follows: |
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| | Useful Life | | | | | | | | | | | | | |
(Years) | | | | | | | | | | | | |
Trademarks | | | 6 - 15 | | | | | | | | | | | | | |
Customer relationships | | | 8-Jun | | | | | | | | | | | | | |
Goodwill | ' |
Goodwill |
The Company reviews its goodwill for impairment as of the end of each fiscal year or when an event or a change in facts and or circumstances indicates the fair value of a reporting unit may be below its carrying amount. |
We perform an annual impairment review at the reporting unit level during the fourth quarter of each fiscal year or more frequently if we believe indicators of impairment are present. Authoritative guidance requires that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill, using a combination of the income approach (using discounted future cash flows) and the market valuation approach. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of our reporting unit’s goodwill based on a number of factors, including the implied discount rate, with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. During the fourth quarter of fiscal 2013, our market capitalization declined to a point below our book equity value. As a result, we completed the first step of our goodwill impairment testing, which indicated that the fair value of our reporting unit was lower than its carrying value. The decrease in value was due to lower projected near-term growth rates in the gaming industry. |
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The Company performed the second step of the goodwill impairment test and recorded an impairment charge of $10.5 million in the year ended March 31, 2013, which reduced the goodwill balance to zero. |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets |
Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The Company did not record impairment of long-lived assets in fiscal years 2014, 2013 and 2012. |
Royalties and Intellectual Property Licenses | ' |
Royalties and Intellectual Property Licenses |
Royalty and license expenses consist of royalties and license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology or other intellectual property or proprietary rights in the development or sale of the Company’s products. Royalty-based payments that are paid in advance are generally capitalized and expensed to cost of sales at the greater of the contractual or effective royalty rate based on net product sales. |
Royalty payments to independent video game developers and co-publishing affiliates are payments for the development of intellectual property related to the Company’s video game titles. Payments made prior to the establishment of technological feasibility are expensed as research and development. Once technological feasibility has been established, payments made are capitalized and amortized upon release of the product. Additional royalty payments due after the general release of the product are typically expensed as cost of sales at the higher of the contractual or effective royalty rate based on net product sales. |
Advertising and Research and Development | ' |
Advertising and Research and Development |
Advertising costs and research and development are expensed as incurred. Advertising costs amounted to $2,575,000, $3,513,000, and $3,511,000 in fiscal years 2014, 2013 and 2012, respectively. Cooperative advertising with retailers is recorded when revenue is recognized and such amounts are included in sales and marketing expense if there is a separate identifiable benefit with a fair value. Otherwise, such costs are recognized as a reduction of sales. Research and development costs amounted to $4,238,000, $4,205,000 and $5,634,000 for the years ended March 31, 2014, 2013 and 2012, respectively. |
Income Taxes | ' |
Income Taxes |
Income taxes are accounted for using the asset and liability method. Under the asset and liability method of accounting for income taxes, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. |
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is not “more likely than not” that a deferred tax asset will be realized, a valuation allowance is provided. Significant management judgment is required in assessing the ability to realize the Company’s deferred tax assets. In performing this assessment, management considers whether it is more likely than not that some portion or all of the assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income in each tax jurisdiction during the periods in which the temporary differences become deductible. Management considers the scheduled reversal of deferred liabilities, projected future taxable income, and tax planning strategies in making this assessment. |
Foreign Currency Translation | ' |
Foreign Currency Translation |
For each of the Company’s foreign operating subsidiaries the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using month-end exchange rates, and revenue and expenses are translated into U.S. dollars using monthly average exchange rates. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in shareholders’ equity. |
Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. |
Net Loss per Share | ' |
Net Loss per Share |
Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding, increased by potentially dilutive securities. Potentially dilutive securities are calculated using the treasury stock method and represent incremental shares issuable upon exercise of outstanding stock options and warrants. However, potentially dilutive securities are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. As a result, the denominator for diluted loss per share is the same as the weighted average common shares in periods when a net loss is reported. |
The following table sets forth the computation of diluted weighted average common and potential common shares outstanding for the years ended March 31, 2014, 2013 and 2012 (in thousands, except share and per share amounts): |
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| | Years Ended March 31, | | | | | |
| | 2014 | | | 2013 | | | 2012 | | | | | |
Numerator: | | | | | | | | | | | | | | | | |
Net loss | | $ | (7,441 | ) | | $ | (11,200 | ) | | $ | (1,627 | ) | | | | |
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Denominator: | | | | | | | | | | | | | | | | |
Weighted average common shares | | | 63,757,395 | | | | 63,471,235 | | | | 63,094,422 | | | | | |
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Denominator for diluted net loss per share | | | 63,757,395 | | | | 63,471,235 | | | | 63,094,422 | | | | | |
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Loss per share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.12 | ) | | $ | (0.18 | ) | | $ | (0.03 | ) | | | | |
Diluted | | $ | (0.12 | ) | | $ | (0.18 | ) | | $ | (0.03 | ) | | | | |
Anti-dilutive securities excluded from the computation of diluted loss per share: | | | | | | | | | | | | | | | | |
Outstanding options | | | 7,644,948 | | | | 8,832,288 | | | | 7,453,212 | | | | | |
Outstanding warrants | | | 2,540,918 | | | | 2,540,918 | | | | 2,311,191 | | | | | |
Shares subject to convertible note payable | | | — | | | | — | | | | 475,895 | | | | | |
Stock-Based Compensation | ' |
Stock-Based Compensation |
The Company records compensation expense associated with share-based awards made to employees and directors based upon their grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is four years, except for grants to Board of Directors, which vest in one year. |
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The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model, using the assumptions noted in Note 8 — Stock-Based Compensation. The expected life of the options is based on a number of factors, including historical exercise experience, the vesting term of the award, and the expected volatility of the Company’s stock. The expected volatility is estimated based on the historical volatility (using daily pricing) of the Company’s stock. The risk-free interest rate is determined based on a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the stock options. The Company reduces the calculated stock-based compensation expense for estimated forfeitures by applying a forfeiture rate, based upon historical pre-vesting option cancelations. Estimated forfeitures are reassessed at each balance sheet date and may change based on new facts and circumstances. |
See Note 8 — Stock-Based Compensation for additional information regarding the Company’s stock-based compensation plans. |
Comprehensive Loss | ' |
Comprehensive Loss |
Comprehensive loss consists of net loss and certain changes in equity that are excluded from net loss. Accumulated other comprehensive loss represents net unrealized gains and losses from foreign currency translation adjustments. |
Recently Issued Accounting Standards | ' |
Recently Issued Accounting Standards |
The Company has adopted no new accounting standards during the year ended March 31, 2014. |