##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 Commission file number 001-12367
 MIDWAY GAMES INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    22-2906244(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)2704 W. Roscoe Street, Chicago, IL
    
    60618(Address of Principal Executive Offices)
    
    (Zip Code)
 (773) 961-2222
 þ o
  o þ o
 o þ




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##### 



MIDWAY GAMES INC.
 INDEX
 PAGE NO.Part I. Financial Information:Item 1.Financial Statements:Consolidated Balance Sheets  March 31, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations  Three Months Ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows  Three Months Ended March 31, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.Controls and Procedures
    
    
    18Part II. Other Information:Item 1A.Risk Factors
    
    
    18Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 6.Exhibits
    
    
    19Signature
 2




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##### 



Part I. Financial Information
 Item 1. Financial Statements
 MIDWAY GAMES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    71,967
    
    
    $
    73,422Receivables, less allowances of $11,386 at March 31, 2007 and $19,408 at December 31, 2006
    
    
    8,223
    
    
    
    51,366Inventories
    
    
    2,630
    
    
    
    2,891Capitalized product development costs
    
    
    55,492
    
    
    
    35,213Prepaid expenses and other current assets
    
    
    12,906
    
    
    
    12,792Total current assets
    
    
    151,218
    
    
    
    175,684Capitalized product development costs
    
    
    1,681
    
    
    
    6,400Property and equipment, net
    
    
    20,420
    
    
    
    20,407Goodwill
    
    
    41,277
    
    
    
    41,273Other assets
    
    
    10,436
    
    
    
    10,297Total assets
    
    $
    225,032
    
    
    $
    254,061Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    6,386
    
    
    $
    7,864Accrued compensation and related benefits
    
    
    3,396
    
    
    
    4,541Accrued royalties
    
    
    4,765
    
    
    
    8,097Accrued selling and marketing
    
    
    3,144
    
    
    
    4,935Deferred revenue
    
    
    2,005
    
    
    
    2,000Current portion of long-term debt
    
    
    3,333
    
    
    
    3,333Other accrued liabilities
    
    
    12,940
    
    
    
    15,164Total current liabilities
    
    
    35,969
    
    
    
    45,934Convertible senior notes, less unamortized discount of $7,503 at March 31, 2007 and
$7,990 at December 31, 2006
    
    
    142,497
    
    
    
    142,010Long-term debt
    
    
    2,778
    
    
    
    3,611Deferred income taxes
    
    
    9,730
    
    
    
    9,402Other noncurrent liabilities
    
    
    387
    
    
    
    397Stockholders equity:Common stock, $0.01 par value, 200,000,000 shares authorized; 92,504,998 and 92,487,105
shares issued at March 31, 2007 and December 31, 2006, respectively
    
    
    925
    
    
    
    925Additional paid-in capital
    
    
    445,137
    
    
    
    444,115Accumulated deficit
    
    
    (400,696
    )
    
    
    (380,882
    )Accumulated translation adjustment
    
    
    (1,915
    )
    
    
    (1,671
    )Treasury stock, at cost, 1,115,430 shares
    
    
    (9,780
    )
    
    
    (9,780
    )Total stockholders equity
    
    
    33,671
    
    
    
    52,707Total liabilities and stockholders equity
    
    $
    225,032
    
    
    $
    254,061
  3




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##### 



MIDWAY GAMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Net revenues
    
    $
    11,070
    
    
    $
    15,396Cost of sales:Product costs and distribution
    
    
    6,594
    
    
    
    7,570Royalties and product development
    
    
    2,698
    
    
    
    7,114Total cost of sales
    
    
    9,292
    
    
    
    14,684Gross profit
    
    
    1,778
    
    
    
    712Research and development expense
    
    
    7,606
    
    
    
    10,662Selling and marketing expense
    
    
    6,195
    
    
    
    6,453Administrative expense
    
    
    5,747
    
    
    
    5,347Restructuring and other charges (benefit)
    
    
    (783
    )
    
    
    Operating loss
    
    
    (16,987
    )
    
    
    (21,750
    )Interest income
    
    
    943
    
    
    
    995Interest expense
    
    
    (3,567
    )
    
    
    (1,691
    )Other income, net
    
    
    360
    
    
    
    194Loss before income taxes
    
    
    (19,251
    )
    
    
    (22,252
    )Provision for income taxes
    
    
    563
    
    
    
    347Net loss
    
    $
    (19,814
    )
    
    $
    (22,599
    )Basic and diluted loss per share of common stock
    
    $
    (0.22
    )
    
    $
    (0.25
    )Basic and diluted weighted average number of shares outstanding
    
    
    90,999
    
    
    
    90,410
  4




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##### 



MIDWAY GAMES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months EndedMarch 31,2007
    
    
    2006Operating activities:Net loss
    
    $
    (19,814
    )
    
    $
    (22,599
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Amortization of capitalized product development costs, including writedowns
    
    
    1,528
    
    
    
    5,799Depreciation and amortization
    
    
    1,907
    
    
    
    1,902Receivables provision
    
    
    3,257
    
    
    
    3,793Deferred income taxes
    
    
    328
    
    
    
    328Stock-based compensation expense
    
    
    968
    
    
    
    1,259Amortization of debt issuance costs
    
    
    352
    
    
    
    Amortization of convertible senior notes discount
    
    
    487
    
    
    
    Loss on disposal of property and equipment
    
    
    28
    
    
    
    11Changes in operating assets and liabilities:Receivables
    
    
    40,134
    
    
    
    19,162Inventories
    
    
    267
    
    
    
    2,047Capitalized product development costs
    
    
    (17,088
    )
    
    
    (13,861
    )Prepaid expenses and other current assets
    
    
    (111
    )
    
    
    (2,734
    )Accounts payable, accruals and deferred revenue
    
    
    (10,343
    )
    
    
    (9,087
    )Other assets and liabilities
    
    
    (782
    )
    
    
    (221
    )Net cash provided by (used in) operating activities
    
    
    1,118
    
    
    
    (14,201
    )Investing activities:Purchases of property and equipment
    
    
    (1,893
    )
    
    
    (2,221
    )Financing activities:Payment of long-term debt
    
    
    (833
    )
    
    
    (833
    )Payment of capital lease obligation
    
    
    
    
    
    
    (374
    )Cash received from exercise of common stock options
    
    
    54
    
    
    
    6,183Net cash provided by (used in) financing activities
    
    
    (779
    )
    
    
    4,976Effect of exchange rate changes on cash
    
    
    99
    
    
    
    76Decrease in cash and cash equivalents
    
    
    (1,455
    )
    
    
    (11,370
    )Cash and cash equivalents at beginning of period
    
    
    73,422
    
    
    
    98,376Cash and cash equivalents at end of period
    
    $
    71,967
    
    
    $
    87,006
  5




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##### 



MIDWAY GAMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Financial Statements
  2. Comprehensive Loss
 Reporting Comprehensive Income
 3. Loss per Common Share
  March 31,2007
    
    2006Stock options
    
    
    3,725
    
    
    
    4,670Warrants
    
    
    
    
    
    
    555Contingent shares
    
    
    1,017
    
    
    
    1,564Convertible senior notes
    
    
    12,747
    
    
    
    4,224Total common stock equivalents
    
    
    17,489
    
    
    
    11,013
  4. Inventories
  6




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##### 



5. Capitalized Product Development Costs and Research and Development Costs
  Three Months EndedMarch 31,2007
    
    
    2006Beginning balance
    
    $
    41,613
    
    
    $
    27,595Additions
    
    
    17,088
    
    
    
    13,861Amortization
    
    
    (1,471
    )
    
    
    (4,913
    )Writedowns
    
    
    (57
    )
    
    
    (886
    )Ending balance
    
    $
    57,173
    
    
    $
    35,657
  Three Months EndedMarch 31,2007
    
    
    2006Gross research and development costs
    
    $
    24,694
    
    
    $
    24,523Research and development costs capitalized
    
    
    (17,088
    )
    
    
    (13,861
    )Research and development expense
    
    $
    7,606
    
    
    $
    10,662
 6. Restructuring
   Lease andLong-TermCommitmentsand OtherCostsBalances at December 31, 2006
    
    $
    911Provision (benefit)
    
    
    (783
    )Other
    
    
    13Balances at March 31, 2007
    
    $
    141
  7




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##### 



7. New Accounting Pronouncement
 Accounting for Uncertainty in Income
Taxes  An Interpretation of FASB Statement No. 109 Accounting for Income
Taxes.
   8. Subsequent Event
   8




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 PlayStation 2 PS2 PlayStation Portable PSP Xbox Xbox 360; GameCube NGC Wii Game Boy Advance GBA , Nintendo DS DS PlayStation 3 PS3 Xbox 360 Wii. Blitz: The League Xbox 360 Wii. PS3 PS3
 New
Console Platform Cycle and Increasing Costs to Develop Video Games
 New Console Platform Cycle PS2 NGC Xbox, Xbox 360, Wii, PS3
 9




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##### 



Increasing Costs to Develop Video Games
 Handheld Market
 DS. PSP. PSP PSP DS
 PC Market
 The Lord of the Rings Online:
Shadows of Angmar Unreal Tournament III
 Childrens Market
 Ed,
Edd n Eddy The Ant
Bully The Grim Adventures of Billy & Mandy Happy Feet
 Product Development Resources
  10




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##### 



Majority Stockholder
  Results of Operations
 Three Months Ended March 31, 2007 Compared with Three Months Ended March 31, 2006
  Three Months Ended March 31,2007
    
    
    2006Net revenues
    
    $
    11,070
    
    
    
    100.0
    %
    
    $
    15,396
    
    
    
    100.0
    %Cost of sales:Product costs and distribution
    
    
    6,594
    
    
    
    59.6
    %
    
    
    7,570
    
    
    
    49.2
    %Royalties and product development
    
    
    2,698
    
    
    
    24.4
    %
    
    
    7,114
    
    
    
    46.2
    %Total cost of sales
    
    
    9,292
    
    
    
    84.0
    %
    
    
    14,684
    
    
    
    95.4
    %Gross profit
    
    
    1,778
    
    
    
    16.0
    %
    
    
    712
    
    
    
    4.6
    %Research and development expense
    
    
    7,606
    
    
    
    68.7
    %
    
    
    10,662
    
    
    
    69.3
    %Selling and marketing expense
    
    
    6,195
    
    
    
    56.0
    %
    
    
    6,453
    
    
    
    41.9
    %Administrative expense
    
    
    5,747
    
    
    
    51.9
    %
    
    
    5,347
    
    
    
    34.7
    %Restructuring and other charges (benefit)
    
    
    (783
    )
    
    
    (7.1
    )%
    
    
    
    
    
    
    0.0
    %Operating loss
    
    
    (16,987
    )
    
    
    (153.5
    )%
    
    
    (21,750
    )
    
    
    (141.3
    )%Interest income
    
    
    943
    
    
    
    8.5
    %
    
    
    995
    
    
    
    6.5
    %Interest expense
    
    
    (3,567
    )
    
    
    (32.2
    )%
    
    
    (1,691
    )
    
    
    (11.0
    )%Other income, net
    
    
    360
    
    
    
    3.3
    %
    
    
    194
    
    
    
    1.3
    %Loss before income taxes
    
    
    (19,251
    )
    
    
    (173.9
    )%
    
    
    (22,252
    )
    
    
    (144.5
    )%Provision for income taxes
    
    
    563
    
    
    
    5.1
    %
    
    
    347
    
    
    
    2.3
    %Net loss
    
    $
    (19,814
    )
    
    
    (179.0
    )%
    
    $
    (22,599
    )
    
    
    (146.8
    )%
 11




---



##### 



Three Months EndedSee
    
    March 31,
    
    Increase /
    
    PercentExplanation
    
    2007
    
    2006
    
    (Decrease)
    
    ChangeNet revenues
    
    
    A
    
    
    $
    11,070
    
    
    $
    15,396
    
    
    $
    (4,326
    )
    
    
    (28.1
    )%North American net revenues
    
    
    B
    
    
    
    6,954
    
    
    
    11,467
    
    
    
    (4,513
    )
    
    
    (39.4
    )%International net revenues
    
    
    C
    
    
    
    4,116
    
    
    
    3,929
    
    
    
    187
    
    
    
    4.8
    %Cost of sales:Product costs and distribution
    
    
    D
    
    
    
    6,594
    
    
    
    7,570
    
    
    
    (976
    )
    
    
    (12.9
    )%Royalties and product development
    
    
    E
    
    
    
    2,698
    
    
    
    7,114
    
    
    
    (4,416
    )
    
    
    (62.1
    )%Research and development expense
    
    
    F
    
    
    
    7,606
    
    
    
    10,662
    
    
    
    (3,056
    )
    
    
    (28.7
    )%Selling and marketing expense
    
    
    G
    
    
    
    6,195
    
    
    
    6,453
    
    
    
    (258
    )
    
    
    (4.0
    )%Administrative expense
    
    
    H
    
    
    
    5,747
    
    
    
    5,347
    
    
    
    400
    
    
    
    7.5
    %Restructuring and other charges (benefit)
    
    
    I
    
    
    
    (783
    )
    
    
    
    
    
    
    (783
    )
    
    
    Interest income
    
    
    J
    
    
    
    943
    
    
    
    995
    
    
    
    (52
    )
    
    
    (5.2
    )%Interest expense
    
    
    K
    
    
    
    3,567
    
    
    
    1,691
    
    
    
    1,876
    
    
    
    110.9
    %Other income, net
    
    
    L
    
    
    
    360
    
    
    
    194
    
    
    
    166
    
    
    
    85.6
    %Provision for income taxes
    
    
    M
    
    
    
    563
    
    
    
    347
    
    
    
    216
    
    
    
    62.3
    %
 A. Net Revenues
  Three Months Ended March 31,2007
    
    
    2006Microsoft Xbox 360
    
    $
    795
    
    
    
    7.2
    %
    
    $
    
    
    
    
    Nintendo Wii
    
    
    1,668
    
    
    
    15.1
    %
    
    
    
    
    
    
    Sony PlayStation 2(PS2)
    
    
    3,960
    
    
    
    35.8
    %
    
    
    6,923
    
    
    
    45.0
    %Microsoft Xbox
    
    
    479
    
    
    
    4.3
    %
    
    
    4,280
    
    
    
    27.8
    %Nintendo GameCube(NGC)
    
    
    507
    
    
    
    4.6
    %
    
    
    331
    
    
    
    2.2
    %Sony PlayStation Portable(PSP)
    
    
    197
    
    
    
    1.8
    %
    
    
    1,867
    
    
    
    12.1
    %Nintendo DS
    
    
    1,341
    
    
    
    12.1
    %
    
    
    
    
    
    
    Nintendo Game Boy Advance(GBA)
    
    
    771
    
    
    
    7.0
    %
    
    
    192
    
    
    
    1.2
    %Personal Computer (PC)
    
    
    110
    
    
    
    1.0
    %
    
    
    474
    
    
    
    3.1
    %Royalties and other
    
    
    1,242
    
    
    
    11.1
    %
    
    
    1,329
    
    
    
    8.6
    %Total net revenues
    
    $
    11,070
    
    
    
    100.0
    %
    
    $
    15,396
    
    
    
    100.0
    %
  Video Game Title
    
    Platform
    
    TerritoryThree Months Ended March 31, 2007The Ant Bully
    
    Wii
    
    InternationalThe Grim Adventures of Billy & Mandy
    
    Wii
    
    InternationalBlitz: The League
    
    Xbox 360
    
    InternationalThree Months Ended March 31, 2006L.A. RUSH
    
    PC
    
    North AmericaMidway Arcade Treasures: Deluxe Edition
    
    PC
    
    North AmericaNBA Ballers: Phenom
    
    Xbox
    
    North AmericaGauntlet: Seven Sorrows
    
    PS2, Xbox
    
    InternationalL.A. RUSH
    
    PC
    
    InternationalMidway Arcade Treasures: Extended Play
    
    PSP
    
    International
 12




---



##### 



B. North American Net Revenues
 Mortal Kombat: Armageddon Happy Feet, Blitz: The League PS2 Xbox Xbox 360 PSP NBA Ballers: Phenom Xbox Blitz: The
League PS2 Xbox Ed, Edd n
Eddy
 C. International Net Revenues
 Blitz: The League Happy Feet Rampage: Total Destruction Gauntlet: Seven Sorrows, Midway Arcade Treasures: Extended Play L.A. RUSH.
 D. Cost
of Sales  Product Costs and Distribution
  E.
Cost of Sales  Royalties and Product Development
   Three Months EndedMarch 31,Description
    
    2007
    
    
    2006Amortization of capitalized product development costs
    
    $
    1,471,000
    
    
    $
    4,913,000Writedowns related to future releases
    
    
    57,000
    
    
    
    886,000Total
    
    $
    1,528,000
    
    
    $
    5,799,000
 13




---



##### 



F. Research and Development Expense
  Three Months EndedMarch 31,Description
    
    2007
    
    
    2006Gross research and development costs
    
    $
    24,694,000
    
    
    $
    24,523,000Research and development costs capitalized
    
    
    (17,088,000
    )
    
    
    (13,861,000
    )Research and development expense
    
    $
    7,606,000
    
    
    $
    10,662,000
  G. Selling and Marketing Expense
 NBA Ballers: Phenom Xbox,
 H. Administrative Expense
  I. Restructuring and Other Charges (Benefit)
  J. Interest Income
  K. Interest Expense
  14




---



##### 



L. Other Income, net
  M. Provision for Income Taxes
  Liquidity and Capital Resources
  15




---



##### 



Off-Balance Sheet Arrangements and Contractual Obligations
   Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-term debt obligations(1)
    
    $
    6,111
    
    
    $
    3,333
    
    
    $
    2,778
    
    
    $
    
    
    
    $
    Interest on long-term debt obligations(2)
    
    
    441
    
    
    
    355
    
    
    
    86
    
    
    
    
    
    
    
    Convertible senior notes(3)
    
    
    150,000
    
    
    
    
    
    
    
    75,000
    
    
    
    75,000
    
    
    
    Interest on convertible senior notes(4)
    
    
    26,297
    
    
    
    9,844
    
    
    
    15,562
    
    
    
    891
    
    
    
    Operating lease obligations(5)
    
    
    16,362
    
    
    
    4,205
    
    
    
    5,013
    
    
    
    4,195
    
    
    
    2,949Purchase obligations(6)
    
    
    52,577
    
    
    
    24,195
    
    
    
    21,642
    
    
    
    6,660
    
    
    
    80Other liabilities(7)
    
    
    1,156
    
    
    
    1,156
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    252,944
    
    
    $
    43,088
    
    
    $
    120,081
    
    
    $
    86,746
    
    
    $
    3,029
 16




---



##### 



(1)
    
    These obligations are reflected on our consolidated balance sheet at March 31, 2007 in
current portion of long-term debt and long-term debt, as appropriate.(2)
    
    Assumes debt is carried to full term. Debt bears interest at variable rates. The amounts
above assume future interest will be incurred at the banks base rate on March 31, 2007
(8.25%). These obligations are not reflected on our consolidated balance sheet at March 31,
2007.(3)
    
    Assumes our two convertible senior note instruments are carried through the dates the holders
may first redeem the notes, which are April 30, 2009 and May 31, 2010, respectively. These
obligations are reflected on our consolidated balance sheet at March 31, 2007, net of
unamortized discount.(4)
    
    Assumes our convertible senior note instruments are carried through the date the holders may
first redeem the notes, which are April 30, 2009 and May 31, 2010, respectively. The
instruments bear interest at the fixed rate of 6.00% and 7.125% per annum, respectively. These
obligations are not reflected on our consolidated balance sheet at March 31, 2007.(5)
    
    These obligations are not reflected on our consolidated balance sheet at March 31, 2007.(6)
    
    Purchase obligations are agreements to purchase goods or services that are enforceable and
legally binding on us and that specify all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the approximate
timing of the transaction. The amounts in the table above include inventory items, marketing
commitments, and minimum payments due under various licensing agreements and third party
developer agreements. The amounts disclosed above assume all transactions are carried to
contractual term and do not reflect cancellations within our control. Such cancellations could
result in amounts owed being less than those reflected above. These obligations are not
reflected on our consolidated balance sheet at March 31, 2007.(7)
    
    This item represents the remaining obligation under our capital lease and is reflected on our
consolidated balance sheet at March 31, 2007 in current liabilities. Impact of Inflation
  Seasonality
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
   17




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##### 



Item 4. Controls and Procedures
   Part II. Other Information
 Item 1A. Risk Factors.
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   ISSUER (AFFILIATE) PURCHASES OF EQUITY SECURITIES
 (d) Maximum Number (orApproximate Dollar(c) Total Number of Shares
    
    Value) of Shares that May(a) Total
    
    
    
    
    
    Purchased as Part of
    
    YetNumber
    
    (b) Average
    
    Publicly Announced Plans
    
    Be Purchased Under theof Shares
    
    Price Paid
    
    or
    
    PlansPeriod
    
    Purchased
    
    per Share
    
    Programs
    
    or Programs01/1/07-01/31/07
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A02/01/07-02/28/07
    
    
    12,433,557
    
    
    $
    6.87
    
    
    
    N/A
    
    
    
    N/A03/01/07-03/31/07
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    12,433,557
    
    
    $
    6.87
    
    
    
    N/A
    
    
    
    N/A
 18




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##### 



Item 6. Exhibits
 ExhibitNo.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the Registrant dated October 25,
1996, incorporated herein by reference to the Registrants Registration Statement on
Form S-1, as amended, File No. 333-11919, initially filed on September 13, 1996 and
effective October 29, 1996.3.2
    
    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant dated February 25, 1998, incorporated herein by reference to the
Registrants Registration Statement on Form 8-A/A, Amendment No. 1, filed on April 20,
1998.3.3
    
    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant dated August 5, 2003, incorporated herein by reference to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003.3.4
    
    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of
the Registrant dated February 17, 2004, incorporated herein by reference to the
Registrants Registration Statement on Form S-3, File No. 333-113077, initially filed
on February 25, 2004.3.5
    
    Composite Amended and Restated By-laws of the Registrant, dated March 21, 2007.31
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 19




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##### 



Signature
  MIDWAY GAMES INC.By:
    
    /s/ Thomas E. PowellThomas E. PowellExecutive Vice PresidentFinance, Treasurer andChief Financial OfficerA duly authorized officer(Principal Financial Officer)
  20




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##### 



EXHIBIT INDEX
 ExhibitNo.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation of the Registrant dated October 25,
1996, incorporated herein by reference to the Registrants Registration Statement on
Form S-1, as amended, File No. 333-11919, initially filed on September 13, 1996 and
effective October 29, 1996.3.2
    
    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant dated February 25, 1998, incorporated herein by reference to the
Registrants Registration Statement on Form 8-A/A, Amendment No. 1, filed on April 20,
1998.3.3
    
    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant dated August 5, 2003, incorporated herein by reference to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003.3.4
    
    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of
the Registrant dated February 17, 2004, incorporated herein by reference to the
Registrants Registration Statement on Form S-3, File No. 333-113077, initially filed
on February 25, 2004.3.5
    
    Composite Amended and Restated By-laws of the Registrant, dated March 21, 2007.31
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 21