<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File Number 0-22498
ACRES GAMING INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 88-0206560
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
815 NW NINTH STREET
CORVALLIS, OREGON 97330
(Address of principal executive offices)
541-753-7648
(Registrant's telephone number)
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes___x____ No _______
The number of shares of Common Stock, $.01 par value, outstanding on
October 31, 1996 was 8,491,416.
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ACRES GAMING INCORPORATED
Table of Contents
PAGE
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at September 30, 1996 and
June 30, 1996 3
Statements of Operations for the Three Months Ended
September 30, 1996 and 1995 4
Statements of Cash Flows for the Three Months
Ended September 30, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II -- OTHER INFORMATION 9
SIGNATURES 10
INDEX TO EXHIBITS 11
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACRES GAMING INCORPORATED
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, 1996
(unaudited) June 30, 1996
------------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $3,589,000 $2,500,000
Receivables 2,730,000 910,000
Inventories 3,017,000 2,692,000
Prepaid expenses 89,000 94,000
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Total current assets 9,425,000 6,196,000
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PROPERTY AND EQUIPMENT:
Furniture and fixtures 515,000 515,000
Equipment 1,566,000 1,348,000
Leasehold improvements 506,000 506,000
Accumulated depreciation (1,473,000) (1,329,000)
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Total property and equipment 1,114,000 1,040,000
OTHER ASSETS 376,000 395,000
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$10,915,000 $7,631,000
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------------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $1,557,000 $1,456,000
Accrued expenses 1,067,000 440,000
Customer deposits 1,976,000 1,748,000
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Total current liabilities 4,600,000 3,644,000
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STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value, 50,000,000 shares
authorized, 7,730,865 and 7,601,150 shares issued and
outstanding at September 30 and June 30, 1996 77,000 76,000
Additional paid-in capital 12,062,000 11,224,000
Accumulated deficit (5,824,000) (7,313,000)
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Total stockholders' equity 6,315,000 3,987,000
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$10,915,000 $7,631,000
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</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
ACRES GAMING INCORPORATED
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1996 and 1995
(unaudited)
<TABLE>
<CAPTION>
Three months ended
September 30,
------------------------
1996 1995
------------ ----------
<S> <C> <C>
NET REVENUES $ 6,568,000 $ 878,000
COST OF REVENUES 3,108,000 442,000
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GROSS PROFIT 3,460,000 436,000
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OPERATING EXPENSES:
Research and development 868,000 552,000
Selling, general and administrative 1,138,000 613,000
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Total operating expenses 2,006,000 1,165,000
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INCOME (LOSS) FROM OPERATIONS 1,454,000 (729,000)
OTHER INCOME 35,000 12,000
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NET INCOME (LOSS) $ 1,489,000 $ (717,000)
------------ ----------
------------ ----------
NET INCOME (LOSS) PER SHARE $ 0.18 $ (0.09)
------------ ----------
------------ ----------
SHARES USED IN PER
SHARE COMPUTATION 8,409,000 7,746,000
------------ ----------
------------ ----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
ACRES GAMING INCORPORATED
STATEMENTS OF CASH FLOWS
For the Three Months Ended September 30, 1996 and 1995
(unaudited)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,489,000 $ (717,000)
Adjustments to reconcile net loss to net cash from operations
Depreciation and amortization 233,000 162,000
Amortization of warrants -- 24,000
Changes in assets and liabilities
Receivables (1,820,000) 131,000
Inventories (325,000) (77,000)
Prepaid expenses and other assets 5,000 (74,000)
Accounts payable and accrued expenses 728,000 (74,000)
Customer deposits 228,000 (300,000)
-------------------------------
Net cash from operating activities 538,000 (925,000)
-------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (218,000) (65,000)
Capitalized software costs -- (30,000)
Other, net (70,000) (45,000)
-------------------------------
Net cash from investing activities (288,000) (140,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 839,000 355,000
-------------------------------
Net cash from financing activities 839,000 355,000
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,089,000 (710,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,500,000 1,325,000
-------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,589,000 $ 615,000
-------------------------------
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</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
ACRES GAMING INCORPORATED
Notes to Unaudited Financial Statements
1. Unaudited Financial Statements
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted from these unaudited financial statements.
These statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 filed with the
Securities and Exchange Commission.
In the opinion of management, the interim financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary in
order to make the financial statements not misleading. The results of
operations for the three month period ended September 30, 1996 are not
necessarily indicative of the operating results for the full year or future
periods.
2. Income Taxes
At September 30, 1996, the Company had cumulative net operating losses of
approximately $5,500,000 which are available to offset future taxable
income through 2011. The Company has provided a valuation allowance for
the entire amount of the benefit related to these net operating loss
carryforwards as realizability is uncertain at this time. Deferred tax
liabilities were insignificant as of September 30, 1996.
3. Per Share Computation
Net income (loss) per share was computed by dividing net income (loss) by
the weighted average number of shares of common stock and dilutive common
stock equivalents outstanding using the treasury stock method. Common
stock equivalents include shares issuable upon exercise of outstanding
stock options and warrants.
4. Stockholders' Equity
In November 1993, the Company completed its initial public offering and
issued 1,667,500 units ("Units"), consisting of 1,667,500 shares of common
stock and 833,750 Redeemable Warrants. The net proceeds of the offering
were $7,153,000. At September 30, 1996, 818,000 Redeemable Warrants were
outstanding with an exercise price of $7.50 per share. These warrants
expired on October 27, 1996. Prior to the expiration date, substantially
all of the warrants were exercised resulting in gross proceeds to the
Company of approximately $6,100,000. In connection with the offering, the
Company granted the underwriter warrants to purchase 145,000 Units at $6.00
per share. The underwriter warrants were all exercised in October, 1996,
resulting in gross proceeds to the Company of approximately $1,400,000.
In June 1995, the Company issued 400,000 shares of common stock to a group
of private investors for net proceeds of $2,255,000. In connection with
this offering, the Company granted warrants to purchase 40,000 shares of
the Company's common stock at $7.20 per share which approximated market
value at that date.
In exchange for services, the Company issued warrants in 1995 to purchase
195,000 shares of common stock to two companies and two individuals.
Exercise prices of the warrants range from $4.75 to $9.00 per share. The
warrants expire between April, 1998 and September, 2000. Of these,
warrants to purchase 50,000 shares were valued at $96,000 and recorded as
paid in capital and amortized over the term of the
<PAGE>
related service agreement. For the three month period ended September 30,
1995, expense associated with these warrants was $24,000.
<PAGE>
ACRES GAMING INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company's Concept III products are designed to enhance casino
profitability by making gaming machines more fun to play while providing the
control, accounting and security functions necessary to ensure more efficient
casino operation. Certain statements in the Form 10-Q contain "forward-looking"
information (as defined in Section 27A of the Securities Act of 1933, as
amended) that involve risks and uncertainties, including, but not limited to,
alterations in the Company's strategic alliance with International Game
Technology ("IGT"), the timing of receipt, installation and regulatory approval
of any one order, availability of additional capital, competition, government
regulations, market acceptance, product development, customer concentration,
technological change, the effect of economic conditions, and other risks
detailed in the Company's Securities and Exchange Commission filings, including
the Company's Form 10-K for the fiscal year ended June 30, 1996.
RESULTS OF OPERATIONS
The Company's net revenues for the three months ended September 30, 1996
were $6,568,000, an increase of 648% over net revenues of $878,000 during the
three months ended September 30, 1995. This increase in revenues was primarily
the result of installation of total slot systems, including bonusing, slot
accounting and player tracking at two casinos, significant volume shipments of
bonusing components to other game manufacturers and the delivery of a slot
bonusing system for a casino being developed in Melbourne, Australia.
Gross profit as a percentage of net revenue was 53% in the three-month
period ended September 30, 1996, compared to 50% for the same period in the
prior year. The increase in gross margin is a result of changes in the mix of
products sold and the economies of absorbing certain fixed costs over larger
sales volumes.
In order to support growth in revenue and continue to develop its products,
the Company has hired additional personnel, made capital expenditures for
computer and other equipment and opened and expanded a sales and service office
in Las Vegas, Nevada. As a result, operating expenses increased to $2,006,000
in the three-month period ended September 30, 1996 from $1,165,000 in the same
period in 1995.
FINANCIAL CONDITION
As of September 30, 1996, the Company had cash and cash equivalents of
$3,589,000, compared to $2,500,000 as of June 30, 1996. During the three months
ended September 30, 1996, net cash provided by operating activities was
$538,000, of which the major components were net income before depreciation and
amortization of $1,722,000 and volume-related increases in customer deposits,
accounts payable and accrued liabilities totaling $956,000. These cash flows
were offset by volume-related increases in accounts receivable and inventory
totaling $2,145,000. Net cash used by investing activities was $288,000,
primarily used to purchase computer equipment and net cash provided by financing
activities was $839,000, resulting from the exercise of warrants and employee
stock options.
<PAGE>
ACRES GAMING INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
At September 30, 1996, 818,000 Redeemable Warrants from the Company's
initial public offering were outstanding with an exercise price of $7.50 per
share. These warrants expired on October 27, 1996. Prior to the expiration
date, substantially all of the warrants were exercised resulting in gross
proceeds to the Company of approximately $6,100,000. Proceeds from the exercise
of the warrants will be used to fund the Company's anticipated growth and
product development efforts.
In August, 1996, the Company entered into a letter of intent to form a
strategic alliance with IGT, a slot manufacturer, under which the Company will
initially issue approximately 519,000 shares of preferred stock for gross
proceeds of $5,000,000. IGT will also have the option, through August 8, 1997,
to purchase an additional 519,000 shares of preferred stock at the same price.
Closing of the initial preferred stock sale is subject to approval of the
issuance of preferred stock by the Company's shareholders, receipt of approval
by gaming and other regulatory agencies and completion of definitive agreements
with IGT.
The Company's sources of liquidity include its cash and cash equivalents
balances and cash provided by operations including payment terms which generally
include deposits with the receipt of customer orders. The proceeds from the
exercise of the redeemable warrants and the issuance of preferred stock to IGT,
referred to above, will provide additional cash. These sources of liquidity are
expected to be sufficient to fund the Company's operations for at least the next
12 months.
<PAGE>
PART II -- OTHER INFORMATION
Item 5. Other Information
At September 30, 1996, 818,000 Redeemable Warrants were outstanding with an
exercise price of $7.50 per share. These warrants expired on October 27,
1996. Prior to the expiration date, substantially all of the warrants were
exercised resulting in gross proceeds to the Company of approximately
$6,100,000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter covered by this
Form 10-Q.
<PAGE>
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.
ACRES GAMING INCORPORATED
(Registrant)
Date: November 10, 1996 By /S/ ROBERT W. BROWN
------------------------------
Robert W. Brown
Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
* 3.1 Articles of Incorporation of Acres Gaming Incorporated, as
amended
3.2 Bylaws
11.1 Statement of Computation of Per Share Earnings
27.1 Financial Data Schedule
- -----------------------------------------------------------------------------
* Incorporated by reference from the Company's Registration Statement on Form
SB-2 (No. 33-69110-3) dated October 27, 1993
<PAGE>
Exhibit 3.1
BY-LAWS
OF
ACRES GAMING INCORPORATED
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at 701
East Bridger Ave., Suite 801, Las Vegas, Nevada, and it may be changed from
time to time by the Board of Directors. The Corporation may also maintain
offices at such other places within or without the United States as the Board
of Directors may, from time to time, determine.
ARTICLE II - MEETING OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meeting of the stockholders of the Corporation shall be
held at such time as may be determined by the Board of Directors, for the
purposes of electing directors and transacting such other business as may
properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by
the Board of Directors or by the President, and shall be called by the
President or the Secretary at the written request of the holders of
twenty-five percent (25%) of the shares then outstanding and entitled to vote
thereat, or as otherwise required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office
of the Corporation, or at such other places as shall be designated in the
notices or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each
meeting of stockholders, whether annual or
Page (1) of By-Laws
<PAGE>
special, stating the time when and place where it is to be held, shall be
served either personally or by mail, not less than ten or more than sixty
(60) days before the meeting, upon each stockholder of record entitled to
vote at such meeting, and to any other stockholder to whom the giving of
notice may be required by law. Notice of a special meeting shall also state
the purpose or purposes for which the meeting is called, and shall indicate
that it is being issued by, or at the direction of, the person or persons
calling the meeting. If, at any meeting, action is proposed to be taken that
would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have previously filed with
the Secretary of the Corporation a written request that notices intended for
him be mailed to some other address, in which case, it shall be mailed to the
address designated in such request.
(b) Notice of any meeting need not be given to any person who may
become a stockholder of record after the mailing of such notice and prior to
the meeting, or to any stockholder who attends such meeting, in person or by
proxy, or to any stockholder who, in person or by proxy, submits a signed
waiver of notice either before or after such meeting. Notice of any adjourned
meeting of stockholders need not be given, unless otherwise required by
statute.
SECTION 5 - QUORUM:
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate of
Incorporation"), at all meetings of stockholders of the Corporation, the
presence at the commencement of such meetings in person or by proxy of
stockholders holding of record 51% of the total number of shares of the
Corporation then issued and outstanding and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business. The withdrawal of any stockholder after the commencement of a
meeting shall have no effect on the existence of a quorum, after a quorum has
been established at such meeting.
(b) Despite the absence of a quorum at any annual or special
meeting of stockholders, the stockholders, by a majority of the votes cast by
the holders of shares entitled to vote thereat, may adjourn the meeting. At
any such adjourned meeting at which a quorum is present, any business
Page (2) of By-Laws
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may be transacted at the meeting as originally called if a quorum had been
present.
SECTION 6 - VOTING
(a) Except as otherwise provided by statute or by the Certificate
of Incorporation, any corporate action, other than the election of directors,
to be taken by vote of the stockholders, shall be authorized by a majority of
votes cast at a meeting of stockholders by the holders of shares entitled to
vote thereat.
(b) Except as otherwise provided by statute or by the Certificate
of Incorporation, at each meeting of stockholders, each holder or record of
stock of the Corporation entitled to vote thereat, shall be entitled to one
vote for each share of stock registered in his name on the books of the
Corporation.
(c) Each stockholder entitled to vote or to express consent or
dissent without a meeting, may do so by proxy; provided, however, that the
instrument authorizing such proxy to act shall have been executed in writing
by the stockholder himself, or by his attorney-in-fact thereunto duly
authorized in writing. No proxy shall be valid after the expiration of eleven
(11) months from the date of its execution, unless the person executing it
shall have specified therein the length of time it is to continue in force.
Such instrument shall be exhibited to the Secretary at the meeting and shall
be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken
by a vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a majority
of the voting power; provided that if a greater proportion of voting power is
required by such action at such meeting, then such greater proportion of
written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The authorized number of Directors of this Corporation shall
be not less than one (1) nor more than fifteen (15) unless and until
otherwise determined by vote of a majority of the entire Board of Directors.
Page (3) of By-Laws
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SECTION 2 - DUTIES AND POWERS:
The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) A regular annual meeting of the Board of Directors shall be
held immediately following the annual meeting of the stockholders, at the
place of such annual meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by
resolution for the holding of other regular meetings of the Board of
Directors, and may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall
not be required to be given and, if given, need not specify the purpose of
the meeting; provided, however, that in case the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action
shall be given to each director who shall not have been present at the
meeting at which such change was made within the time limited, and in the
manner set forth in Paragraph (b) Section 4 of this Article III, with respect
to special meetings, unless such notice shall be waived in the manner set
forth in Paragraph (c) of such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held
whenever called by the President or by one of the directors, at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required by statute, notice of special
meetings shall be mailed directly to each director, addressed to him at his
residence or usual place of business, at least four (4) days before the day
on which the meeting is to be held, or shall be sent to him at such place by
telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to
be held. A notice, or waiver of notice except as required by Section 8 or
this Article III, need not specify the purpose of the meeting.
Page (4) of By-Laws
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(c) Notice of any special meeting shall not be required to be
given to any director who shall attend such meeting without protesting prior
thereto or at its commencement, the lack of notice to him or who submits a
signed waiver of notice, whether before or after the meeting. Notice of any
adjourned meeting shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the
Board, if any and if present, shall preside. If there shall be no Chairman,
or he shall be absent, then the Vice Chairman shall preside, and in his
absence, a Chairman chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a
majority of the entire Board shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation, or by these By-Laws.(b) A majority
of the directors, present at the time and place of any regular or special
meeting, although less than a quorum, may adjourn the same from time to time
without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director
present shall have one vote, irrespective of the number of shares of stock,
if any, which he may hold.
(b) Except as otherwise provided by statute, by the Certificate
of Incorporation, or by these By-Laws, the action of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.
(c) Unless otherwise required by amendment to the Articles of
Incorporation or statute, any action required or permitted to be taken at any
meeting of the Board of Directors or any Committee thereof may be taken
without a meeting if a written consent thereto is signed by all the members
of the Board of Committee. Such written consent shall be filed with the
minutes of the proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of
Incorporation or statute, members of the Board of Directors or of any Committee
of the Board of Directors may participate in a meeting of such Board or
Committee by means
Page (5) of By-Laws
<PAGE>
of a conference telephone network or a similar communications method by which
all persons participating in the meeting can hear each other. Such
participation is constituted presence of all of the participating persons at
such meeting, and each person participating in the meeting shall sign the
minutes thereof, which may be signed in counterparts.
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless vacancy created by the removal of a
director by the stockholders shall be filled by the stockholders at the
meeting at which the removal was effected) or inability to act of any
director, or otherwise, shall be filled for the unexpired portion of the term
by a majority vote of the remaining directors, though less than a quorum, at
any regular meeting or special meeting of the Board of Directors called for
that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to
the Board of Directors, the President or the Secretary of the Corporation.
Unless otherwise specified in such written notice such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by
the affirmative vote of stockholders holding of record in the aggregate at
least a majority of the outstanding shares of stock of the Corporation at a
special meeting of the stockholders called for that purpose, and may be
removed for cause by action of the Board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Page (6) of By-Laws
<PAGE>
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and
any other corporation shall be impaired, affected or invalidated, nor shall
any director be liable in any way by reason of the fact that any one or more
of the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporation,
provided that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction.
(b) Any director, personally and individually, may be a party to
or may be interested in any contract or transaction of this Corporation, and
no director shall be liable in any way by reason of such interest, provided
that the fact of such interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or transaction, and
provided that the Board of Directors shall authorize, approve or ratify such
contract or transaction by the vote (not counting the vote any such Director)
of a majority of a quorum, notwithstanding the presence of any such director
at the meeting at which such action is taken. Such director or directors may
be counted in determining the presence of a quorum at such meeting. This
Section shall not be construed to impair or invalidate or in any way affect
any contract or other transaction which would otherwise be valid under the
law (common, statutory or otherwise) applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members thereof,
as they may deem desirable, with such powers and authority (to the extent
permitted by law) as may be provided in such resolution. Each such committee
shall serve at the pleasure of the Board.
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President,
a Secretary, a Treasurer, or a President and Secretary-Treasurer, and such
other officers, including a Chairman of the Board of Directors, and one or
more Vice Presidents, as the Board of Directors may from time to time
Page (7) of By-Laws
<PAGE>
deem advisable. Any officer other than the Chairman or Vice Chairman of the
Board of Directors may be, but is not required to be a director of the
Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board
of Directors at the regular annual meeting of the Board following the annual
meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of
the Board of Directors next succeeding his election, and until his successor
shall have been elected and qualified or until his death, resignation or
removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of
such resignation to the Board of Directors, or to the President or the
Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board
of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a
successor elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability
to act, disqualification, or any other cause, may at any time be filled for
the unexpired portion of the term by a majority vote of the Board of
Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by
the Board of Directors, each have such powers and duties as generally pertain
to their respective offices as well as such powers and duties as may be set
forth in these by-laws, or may from time to time be specifically conferred or
imposed by the Board of Directors. The President shall be the chief
executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer,
employee, or agent of the Corporation shall execute to the Corporation a bond
in such sum, and with such surety
Page (8) of By-Laws
<PAGE>
or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence for the accounting for all property, funds or
securities of the corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any
other corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholder's meetings and
execution of waivers, consents proxies or other instruments) may be exercised
on behalf of the Corporation by the President, any Vice President or such
other person as the Board of Directors may authorized.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's
stock shall be in such form as shall be adopted by the Board of Directors,
and shall be numbered and registered in the order issued. They shall bear the
holder's name and the number of shares of stock and shall be signed by (i)
the Chairman of the Board or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer,
and shall bear the corporate seal.
(b) No certificate representing shares of stock shall be issued
until the full amount of consideration therefor has been paid, except as
otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may
authorize the issuance of certificates for fractions of a share of stock
which shall entitle the holder to exercise voting rights, receive dividends
and participate in liquidating distributions, in proportion to the fractional
holdings; or it may authorize the payment in cash of the fair value of
fractions of a share of stock as of the time when those entitled to receive
such fractions are determined; or it may authorize the issuance, subject to
such conditions as may be permitted by law, of scrip in registered or bearer
form over the signature of an officer or agent of the Corporation,
exchangeable as therein provided for full shares of stock, but such scrip
shall not entitle the holder to any rights of a stockholder, except as
therein provided.
Page (9) of By-Laws
<PAGE>
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the Corporation of any loss or
destruction of the certificate representing the same. The Corporation may
issue a new certificate in the place of any certificate theretofore issued by
it, alleged to have been lost or destroyed. On production of such evidence of
loss or destruction as the Board of Directors in its discretion may require,
the Board of Directors may, in its discretion, require the owner of the lost
or destroyed certificate, or his legal representatives, to give the
corporation a bond in such sum as the Board may direct, and with such surety
or sureties as may be satisfactory to the Board, to indemnify the Corporation
against any claims, loss, liability or damage it may suffer on account of the
issuance of the new certificate. A new certificate may be issued without
requiring any such evidence or bond when, in the judgment of the Board of
Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made
on the stock ledger of the Corporation only by the holder of record thereof,
in person or by his duly authorized attorney, upon surrender for cancellation
of the certificate or certificates representing such shares of stock with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, with such proof of the authenticity of the signature and of
authority to transfer and of payment of taxes as the Corporation or its
agents may require.
(b) The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any legal,
equitable or other claim to, or interest in, such share or shares of stock on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders
Page (10) of By-Laws
<PAGE>
entitled to receive payment of any dividends or allotment of any rights, or
for the purpose of any other action. If no record date is fixed, the record
date for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if no notice is given,
the day preceding the day on which the meeting is held; the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the resolution of the directors relating thereto
is adopted. When a determination of stockholders of record entitled to notice
of or to vote at any meeting of stockholders has been made as provided for
herein, such determination shall apply to any adjournment thereof, unless the
directors fix a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out
of any funds available therefor, as often, in such amounts, and at such time
or times as the Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be 1-1 to 12-31 and may
be changed by the Board of Directors from time to time subject to applicable
law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Every person who was or is a party to, or is threatened to be
made a party to, any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation or for its
benefit as a director
Page (11) of By-Laws
<PAGE>
or officer of another corporation, or as its representative in a partnership,
joint venture, trust, or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under and pursuant to the
laws of the State of Nevada, including, without limitation, the provisions of
NRS Section 78.751, against all expenses, liabilities, and losses (including,
without limitation, attorneys' fees, judgments, fines and amounts paid or to
be paid in settlement) reasonably incurred or suffered by him in connection
therewith. Such right of indemnification shall be a contract right that may
be enforced in any lawful manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such
directors, officers, or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any other bylaw, agreement,
vote of shareholders, insurance, provision of law, or otherwise, as well as
their rights under this Article IX; provided, however, that except as
permitted by applicable law, no indemnification may be made to or on behalf
of any director or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and was material to the cause of action.
The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the Corporation
as they are incurred in advance of the final disposition of the action, suit
or proceeding, upon receipt of an undertaking by or on behalf of the director
or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation. The provisions of this paragraph do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise,
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
(b) The foregoing right of indemnification shall not be deemed
exclusive of any other rights to which any officer or
Page (12) of By-Laws
<PAGE>
director or employee may be entitled apart from the provisions of this
section.
(c) The amount of indemnity to which any officer or any director
may be entitled shall be fixed by the Board of Directors, except that in any
case where there is no disinterested majority of the Board available, the
amount shall be fixed by arbitration pursuant to the then existing rules of
the American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by the affirmative vote of the
stockholders holding of record in the aggregate at least a majority of the
outstanding shares of stock entitled to vote in the election of directors at
any annual or special meeting of stockholders, provided that the notice or
waiver of notice of such meeting shall have summarized or set forth in full
therein, the proposed amendment.
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have the power to make, adopt, alter,
amend and repeal, from time to time, by-laws of the Corporation; provided,
however, that the stockholders entitled to vote with respect thereto as in
this Article X above-provided may alter, amend or repeal by-laws made by the
Board of Directors, except that the Board of Directors shall have no power to
change the quorum for meetings of stockholders or of the Board of Directors
or to change any provisions of the by-laws with respect to the removal of
directors of the filling of vacancies in the Board resulting from the removal
by the stockholders. In any by-law regulating an impending election of
directors is adopted, amended, or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of stockholders for the
election of directors, the by-laws so adopted, amended or repealed, together
with a concise statement of the changes made.
Page (13) of By-Laws
<PAGE>
Exhibit 11.1
ACRES GAMING INCORPORATED
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the Quarter Ended September 30,
1996 1995
------------- --------------
<S> <C> <C>
Net Income (Loss) $1,489,000 ($717,000)
------------- --------------
------------- --------------
Weighted Average Number of Shares of Common Stock and Common Stock
Equivalents Outstanding:
Weighted average number of common shares outstanding 7,634,000 7,746,000
Dilutive effect of warrants and employee stock
options after application of the treasury stock method 775,000 *
------------- --------------
Total shares used in per share computation 8,409,000 7,746,000
------------- --------------
------------- --------------
------------- --------------
Net Income (Loss) Per Share $0.18 ($0.09)
------------- --------------
------------- --------------
</TABLE>
* Effect of common stock equivalents in anti-dilutive and therefore not
included.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACRES GAMING
INCORPORATED FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED
IN ITS ENTRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,589,000
<SECURITIES> 0
<RECEIVABLES> 2,862,000
<ALLOWANCES> (132,000)
<INVENTORY> 3,017,000
<CURRENT-ASSETS> 9,425,000
<PP&E> 2,587,000
<DEPRECIATION> 1,473,000
<TOTAL-ASSETS> 10,915,000
<CURRENT-LIABILITIES> 4,600,000
<BONDS> 0
0
0
<COMMON> 12,139,000
<OTHER-SE> 5,824,000
<TOTAL-LIABILITY-AND-EQUITY> 10,915,000
<SALES> 6,568,000
<TOTAL-REVENUES> 6,568,000
<CGS> 3,108,000
<TOTAL-COSTS> 2,006,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (35,000)
<INCOME-PRETAX> 1,489,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,489,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,489,000
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
