FORM 10-Q

          (Mark One)

For the quarterly period ended December 31, 2002

For the transition period from      to

Commission File Number 0-22498

Acres Gaming Incorporated

7115 Amigo Street, Suite 150
Las Vegas, NV 89119
(Address of principal executive offices)

702-263-7588
(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 outstanding of the Registrant’s Common Stock, par value $.01 per share, as of January 31, 2003 was 9,706,826.

Table of Contents

ACRES GAMING INCORPORATED

Table of Contents

Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

ACRES GAMING INCORPORATED
CONSOLIDATED BALANCE SHEETS

ASSETS

The accompanying notes are an integral part of these consolidated financial statements.

1

Table of Contents

ACRES GAMING INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months and Six Months Ended December 31, 2002 and 2001
(unaudited)

The accompanying notes are an integral part of these consolidated financial statements

2

Table of Contents

ACRES GAMING INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended December 31, 2002 and 2001
(unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

3

Table of Contents

ACRES GAMING INCORPORATED

The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents

ACRES GAMING INCORPORATED

Notes to Unaudited Consolidated Financial Statements

1. Unaudited Consolidated 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 consolidated 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, 2002 filed with the Securities and Exchange Commission.

     In the opinion of management, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results of the interim period. The results of operations for the three and six-month periods ended December 31, 2002 are not necessarily indicative of the expected operating results for the full year or future periods.

2. Revenue Recognition

     The Company sells certain of its products under contracts that generally provide for a deposit to be paid before commencement of the project and for a final payment to be made after completion of the project. Customer deposits received under sales agreements are reflected as deferred revenue until the related revenue is recognized.

     Revenue for hardware sales is recognized when hardware components and primary application software have been installed and are available for the customer’s use. For software license revenue, the Company applies the provisions of Statement of Position 97-2, Software Revenue Recognition (“SOP 97-2”), and Statement of Position 98-9 Modification of SOP 97-2 (“SOP 98-9”), Software Revenue Recognition with Respect to Certain Transactions, which amends SOP 97-2. The Company’s sales of software products generally include multiple elements such as installation of software, training, post contract customer support and maintenance services. SOP 97-2 and SOP 98-9, as amended, generally require revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair values of the elements. The fair value of an element must be based on the evidence that is specific to the vendor (vendor-specific objective evidence or “VSOE”). The Company follows the residual method under SOP 97-2 for software product sales with multiple elements. Software license revenue is recognized upon acceptance of the software. The only undelivered element at the time of revenue recognition for software is generally support and maintenance services. The Company uses renewal rates to establish VSOE for support and maintenance services. Revenue allocated to support and maintenance is recognized ratably over the maintenance term.

     The Company has entered into certain manufacturing royalty agreements where revenue is recognized as the licensed manufacturer sells the related hardware products.

     For certain contracts requiring significant product customization, revenue is recognized on the percentage-of-completion method. Labor costs incurred for customization and installation are the basis for determining percentage-of-completion, giving effect to the most recent estimates of such total labor costs. The effect of changes to total estimated customization and installation labor costs is recognized in the period in which such changes are determined. The Company defers revenue subject to penalty, forfeiture, refund or other concession until such factors have expired and the revenue meets the criteria for collectibility. Provisions for estimated losses are made in the period in which the loss first becomes apparent.

     Included in accounts receivable are unbilled receivables of $962,000 and $757,000 at December 31 and June 30, 2002, respectively. Unbilled receivables represent revenues recognized in excess of billings on certain contracts accounted for under the percentage of completion method. Unbilled receivables were not billable at the balance sheet date, but are recoverable as billings are made in accordance with the contract terms.

5

Table of Contents

3. Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued Statement No. 141 (“SFAS 141”), “Business Combinations” and Statement No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” SFAS 141 is effective as follows: (a) use of the pooling-of-interests method is prohibited for business combinations initiated after June 30, 2001; and (b) the provisions of SFAS 141 also apply to all business combinations accounted for by the purchase method that are completed after June 30, 2001. There are also transition provisions that apply to business combinations completed before July 1, 2001 which were accounted for by the purchase method.

     SFAS 142 is effective for fiscal years beginning after December 15, 2001 and applies to all goodwill and other intangible assets recognized in an entity’s statement of financial position at that date, regardless of when those assets were initially recognized.

     In August 2001, the Financial Accounting Standards Board issued Statement No. 143 (“SFAS 143”), “Accounting for Obligations Associated with the Retirement of Long-Lived Assets.” The objectives of SFAS 143 are to establish accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. SFAS 143 is effective for fiscal years beginning after June 15, 2002.

     In October 2001, the Financial Accounting Standards Board issued Statement No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively.

     The Company has adopted SFAS 141, SFAS 142, SFAS 143 and SFAS 144, and such adoption had no effect on the Company’s financial position, results of operations or cash flows.

     In April 2002, the Financial Accounting Standards Board issued Statement No. 145 (“SFAS 145”), “Rescission of FASB Statements Nos. 4, 44, and 64 and Amendment of FASB Statement No. 13.” SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations. The Company has adopted SFAS 145 and will not present losses on early retirements of debt as an extraordinary item. Adoption of SFAS 145 had no effect on the Company’s financial position, results of operations or cash flows.

     In June 2002, the Financial Accounting Standards Board issued Statement No. 146 (“SFAS 146”), “Accounting for Costs Associated with Exit or Disposal Activities.” The provisions of SFAS 146 become effective for exit or disposal activities commenced subsequent to December 31, 2002. The Company is currently evaluating the provisions of SFAS 146 and it does not anticipate that the adoption of those provisions will have a material effect on its financial position, results of operations or cash flows.

4. Inventories

     Inventories consist of electronic components and other hardware, which are recorded at the lower of cost (first-in, first-out) or market. Inventories consist of the following:

6

Table of Contents

5. Capitalized Software and Research and Development Costs

     Software development costs for certain projects are capitalized from the time technological feasibility is established to the time the resulting software product is commercially feasible. Technological feasibility is deemed to be established when the Company, using the detail program design method, completes the research necessary to determine that the software can be produced to function according to required specifications at an economically feasible cost. Capitalized software costs, net of accumulated amortization of $1,002,000 and $937,000, were $59,000 and $124,000 at December 31 and June 30, 2002, respectively, and are included in other assets. Capitalized costs are amortized on a straight-line basis over the estimated life of the product beginning when the product becomes commercially feasible. The Company recorded $66,000 and $177,000 of amortization expense for the six-month periods ended December 31, 2002 and 2001, respectively. All research and development costs are expensed as incurred.

6. Income Taxes

     At December 31, 2002, the Company had cumulative net operating losses of approximately $12.2 million, and research and development tax credits of $1.5 million available to offset future taxable income and future income tax liabilities through 2020. The full realizability of these net operating loss carryforwards is uncertain and the Company has provided a valuation allowance for the entire amount. Accordingly, no income tax benefit was recorded for the three and six-month periods ended December 31, 2002. Net operating loss carryforwards and research and development tax credits are expected to be utilized to reduce any taxable income in fiscal 2003, and therefore no income tax provision has been recorded for the three and six-month periods ended December 31, 2002.

7. Commitments and Contingencies

     Litigation

     Two lawsuits have been filed regarding ownership of the Wheel of Gold™ (“WOG”) technology that is the subject of two patents that were assigned to Anchor Gaming (“Anchor”). In the first suit, now pending in U.S. District Court for the District of Nevada, the WOG plaintiffs brought patent infringement, breach of warranty and breach of contract actions against the Company based on the WOG patents and the Company’s supply agreement with Anchor. Plaintiffs seek to enjoin the Company from infringing the WOG patents and from competing with it in the sale of wheel styled bonus gaming devices. The plaintiffs also seek unspecified compensatory damages for patent infringement and breach of contract, compensatory damages substantially in excess of $1.0 million for breach of warranty, treble damages, costs of suit, and attorney’s fees. The Company has denied the allegations and is pursuing a counterclaim in that proceeding for a declaration that the Company is the joint owner of the WOG patents. Discovery is closed. Currently pending before the Court are four summary judgment motions and one discovery-related motion filed by Anchor, as well as one summary judgment motion filed by the Company. No trial date has been set. The Company cannot predict the outcome, nor estimate the range of possible loss, if any, related to this suit but believes that an unfavorable outcome could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. The second action regarding the WOG patents was filed by the Company against Anchor and Spin for Cash Wide Area Progressive Joint Venture (collectively, “Anchor”) in U.S. District Court for the District of Oregon. The Company alleges in the suit that Anchor wrongfully used the Company’s intellectual property to obtain the WOG patents, that the filing of the patent applications was fraudulently concealed from the Company, that Anchor was unjustly enriched by retaining the benefits of the Company’s technology without compensating the Company and that Anchor breached fiduciary duties owed to the Company. The Company seeks $40 million in compensatory damages, treble damages, costs of suit and attorneys’ fees. The Company has participated in court-mandated settlement conferences concerning the litigation, and the Oregon lawsuit has been stayed pending resolution of the first Anchor lawsuit.

     The defense of the first suit with Anchor was accepted by the Company’s former professional errors and omissions insurance carrier. However, in April 2000, the carrier denied coverage. The Company is involved in litigation, now pending in the U.S. District Court of Nevada, with its former insurance carrier regarding such coverage. On motions for summary judgment, the court found on February 28, 2002 that the insurance carrier has a duty to defend the Company against the lawsuit. A motion filed by the insurance carrier to have the court reconsider its decision is pending. The Company cannot predict the outcome of this suit.

7

Table of Contents

     In another insurance coverage suit, the Company sued its former general liability insurance carrier for breach of insurance contract related to the cost of defense of claims alleged by Casino Data Systems in a separate lawsuit that has been settled. The suit against the insurance carrier is now pending in U.S. District Court for the District of Nevada. The insurance carrier seeks a declaration that no coverage is provided for the claim, that if coverage is provided it should be provided by the prior insurance carrier, and that the Company must reimburse the insurance carrier for amounts paid under its insurance policy to defend the Company. On motions for summary judgment, the court found on February 28, 2002 that the insurance carrier did not have a duty to defend the Company against the lawsuit and that the Company must repay the insurance carrier approximately $70,000 in defense costs previously paid by the insurance carrier. A motion filed by the Company seeking to have the court reconsider its decision is pending. At June 30, 2002, the Company recorded a liability in the amount of $70,000 to provide for the contingency. The Company cannot predict the outcome of this suit but believes that an unfavorable outcome would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

     Wild Game NG, LLC, a Nevada limited liability company, which owns and operates Siena Hotel Spa Casino in Reno, Nevada, filed a lawsuit against the Company in November 2001 in the Second Judicial District Court of the State of Nevada in the County of Washoe. Siena alleges that the Company failed to perform its obligations under a $1.8 million Equipment Sale Agreement to install and maintain a networked slot accounting, cage and credit and player tracking system in Siena’s casino. Siena seeks unspecified damages in excess of $10,000. The Company believes that Siena’s claims are unfounded and has filed counterclaims seeking, among other things, payments Siena owes the Company for installation of the Company’s hardware in Siena’s casino. The Company cannot predict the outcome of this suit but believes that an unfavorable outcome would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

     The Company from time to time is involved in other various legal proceedings arising in the normal course of business.

     Purchase Commitments

     At December 31, 2002, the Company had $3.2 million outstanding under non-cancelable purchase commitments and safety-stock agreements with suppliers. These commitments generally require that the Company take physical delivery of and pay for the items within 180 days.

8

Table of Contents

8. Per Share Computation

     The Company reports basic and diluted earnings per share. Only the weighted average number of common shares issued and outstanding is used to compute basic earnings per share. The computation of diluted earnings per share includes the effect of stock options, warrants and redeemable convertible preferred stock, if such effect is dilutive.

1 Effective January 28, 2002, the Company redeemed all of the 519,481 outstanding shares of its Series A Convertible Preferred Stock from IGT at a price of $9.625 per share, for an aggregate cost of $5.0 million. The Company used the proceeds from the sale of 6% convertible subordinated debentures to fund this redemption.

     The following common stock equivalents were excluded from the earnings per share computations because their effect would have been anti-dilutive:

9

Table of Contents

9. Deferred Compensation

     The Company entered into an employment agreement with Floyd W. Glisson effective as of January 1, 2001 (the “Glisson Employment Agreement”), pursuant to which Mr. Glisson was granted a restricted stock award for 300,000 shares of the Company’s common stock and received a base salary of $275,000 for the period from July 1, 2001 to June 30, 2002. No bonus was accrued or paid to Mr. Glisson for the fiscal year ended June 30, 2002. Half, or 150,000 shares, of the restricted stock become unrestricted on June 30, 2003, and the remaining 150,000 shares become unrestricted on June 30, 2005, subject to acceleration of a ratable portion of the remaining restricted shares in the applicable period if Mr. Glisson’s employment is terminated by the Company without cause. Pursuant to the Glisson Employment Agreement, Mr. Glisson will receive severance payments equal to 1.6 times his annual base salary under certain circumstances. Currently, Mr. Glisson’s annual compensation under the Glisson Employment Agreement consists of a base salary of $300,000 and a bonus of up to ninety percent of his annual base salary depending on the Company’s performance as measured against targets set by the Company’s Board of Directors.

     The 300,000 restricted shares of the Company’s Common Stock issued to Mr. Glisson have been included in the Common Stock issued and outstanding presented in the Company’s balance sheet. As of December 31 and June 30, 2002, approximately 125,000 and 100,000 shares, respectively, would become unrestricted if Mr. Glisson’s employment were terminated by the Company. The Company recorded approximately $163,000 of compensation expense for each of the six-month periods ended December 31, 2002 and December 31, 2001, respectively, in connection with Mr. Glisson’s restricted stock. Approximately $389,000 and $552,000 of deferred compensation has been recorded to reflect the remaining restricted balance of the stock as of December 31 and June 30, 2002, respectively.

10. Convertible Subordinated Debentures

     On December 21, 2001, the Company sold to three institutional investors $5,000,000 principal amount of 6% convertible subordinated debentures that are convertible into shares of the Company’s common stock at $4.6433 per share. The investors also acquired warrants to purchase 177,674 shares of the Company’s common stock at an exercise price of $4.6433 per share. Interest on the debentures at the rate of 6% is payable semi-annually with the first payment having been made in April 2002. Principal payments of $300,000 are due monthly from June 2002 to August 2003 and principal payments of $500,000 are due monthly from September 2003 until the principal is repaid no later than December 21, 2003. During the six-months ended December 31, 2002, the debenture holders elected to receive cash for one of the six scheduled, monthly principal payments and elected to convert the other five scheduled, monthly principal payments into common stock of the Company. The Company may elect to pay the principal of and interest on the debentures in shares of its common stock at a discounted price rather than cash, in the case of principal payments, or market price, in the case of interest payments, as more fully described below. The Company also issued a warrant to purchase 75,317 shares of its common stock at an exercise price of $4.6433 per share to the placement agent in connection with the sale of the debentures and warrants.

     The Company may elect to repay the outstanding principal amount of the debentures in shares of its common stock, rather than in cash, at a conversion price equal to the lesser of $4.6433 or 90% of an average market price per share (the average of the five lowest daily volume-weighted average prices of the Company’s common stock on the Nasdaq SmallCap Market for the 22 consecutive trading days immediately preceding the conversion date). The Company may also elect to make interest payments due under the debentures in shares of its common stock, rather than in cash, at an interest conversion price, which will be calculated as the average of the daily volume-weighted average prices of the Company’s common stock on the Nasdaq SmallCap Market for the five consecutive trading days immediately preceding the interest payment date.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     The Company develops, manufactures and markets electronic equipment and software for the casino gaming industry. Many of the Company’s products are based on its proprietary Acres Bonusing Technology™ and are designed to enhance casino profitability by providing entertainment and incentives to players of gaming machines. The bonusing technology improves the efficiency of bonus and incentive programs currently offered by many casinos, and makes possible some bonus and incentive programs that have not previously been offered.

10

Table of Contents

     The Company’s financial position, operating results or cash flows may be materially affected by a number of factors, including the timing of receipt, installation and regulatory approval of any one order, availability of additional capital, competition and technological change.

Critical Accounting Policies and Estimates

     The Company’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management of the Company has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the Company’s disclosure relating to them in this MD&A. Critical accounting policies for the Company include revenue recognition, accounting for research and development costs, and accounting for legal contingencies.

     Revenue Recognition

     Revenue for hardware sales is recognized when hardware components and the primary application software have been installed and are available for the customer’s use. The Company accounts for the licensing of software in accordance with American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition. The application of SOP 97-2 requires judgment, including whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence (VSOE) of fair value exists for those elements. Revenue earned on software arrangements involving multiple elements is required to be allocated to each element based on the relative fair values of the elements. The Company’s sales of software products generally include multiple elements such as installation of software, training, post contract customer support and maintenance services. Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and the specific terms of the agreement with the customer, could materially impact the amount of earned and unearned revenue. Judgment is also required to assess whether future releases of certain software represent new products or upgrades and enhancements to existing products. Software license revenue is recognized upon acceptance of the software and the criteria for customer acceptance are generally defined by agreement. The only undelivered element at the time of revenue recognition for software is generally support and maintenance services. The Company uses renewal rates to establish VSOE for support and maintenance services. Revenue allocated to support and maintenance is recognized ratably over the maintenance term.

     The Company has entered into certain manufacturing royalty agreements where revenue is recognized as the licensed manufacturer sells the related hardware products.

     For certain contracts requiring significant product customization, revenue is recognized on the percentage-of-completion method. Labor costs incurred for customization and installation are the basis for determining percentage-of-completion, giving effect to the most recent estimates of such total labor costs. The effect of changes to total estimated customization and installation labor costs is recognized in the period in which such changes are determined. The Company defers revenue subject to penalty, forfeiture, refund or other concession until such factors have expired and the revenue meets the criteria for collectibility. Provisions for estimated losses are made in the period in which the loss first becomes apparent.

     Research and Development Costs

     The Company accounts for research and development costs in accordance with several accounting pronouncements, including SFAS 2, Accounting for Research and Development Costs, and SFAS 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Other-wise Marketed. SFAS 86 specifies that costs incurred internally in creating a computer software product should be charged to expense when incurred as research and development until technological feasibility has been established for the product. Once technological feasibility is established, all software costs should be capitalized until the product is available for general release to customers. Judgment is required in determining when the technological feasibility of a product is established. The Company has determined that technological feasibility for its products is reached shortly before the products are released to customers. Costs incurred after technological feasibility is established are not material, and accordingly, the Company expenses all research and development costs when incurred.

11

Table of Contents

     Legal Contingencies

     The Company is subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. SFAS 5, Accounting for Contingencies, requires that an estimated loss from a loss contingency should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. The Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact the Company’s financial condition, results of operations and cash flows.

Results of Operations

     The Company’s net revenues during the quarter ended December 31, 2002 were $11.6 million compared to $5.3 million in the same quarter of fiscal 2002. The increase in revenues is primarily attributable to more hardware deliveries to and software installations for customers for the quarter ended December 31, 2002 compared to the same quarter of fiscal 2002. The Company’s revenues fluctuate significantly based on the timing of the delivery of any large order. Revenues for the quarter ended December 31, 2002 consisted of $5.9 million in hardware components and $5.7 million for software and services sold to a number of customers. The Company recorded no revenue during the quarter from bonusing modules installed during the quarter at properties owned by Station Casinos. Revenues for the quarter ended December 31, 2001, included $1.2 million in royalty revenue for fees the Company received from Mikohn Gaming Corporation for the license of certain of the Company’s bonusing patents in connection with the settlement of litigation for past royalties. The balance of the revenues consisted of $1.4 million in hardware components and $2.7 million for software and services sold to a number of customers.

     For the six-month period ending December 31, 2002, net revenues were $17.5 million compared to $11.4 million in the same period in the prior fiscal year. The increase in revenues is primarily attributable to more hardware deliveries to and software installation for customers for the six-month period ended December 31, 2002, compared to the same period of fiscal 2002.

     Gross profit margin was 59 percent for the quarter ended December 31, 2002 compared to 63 percent in the same quarter of fiscal 2002. The lower gross margin was primarily attributable to an increased mix of hardware sales, which carry a lower gross profit than software sales, for the quarter ended December 31, 2002, compared to the same quarter of fiscal 2002 and to the recognition of $1.2 million in royalties received in connection with the settlement of litigation for past royalties in the quarter ended December 31, 2001. For the first half of fiscal 2003, gross profit margins were 62 percent compared to 56 percent in the same period of fiscal 2002. The increase in gross profit margins was primarily attributable software sales which carry a higher gross profit margin than hardware sales and which made up a greater percentage of revenue in the first half of fiscal 2003 compared to the same period of fiscal 2002.

     The Company’s research and development expenses increased by $263,000 and $251,000 during the three and six-month periods ended December 31, 2002, respectively, compared to the same periods in the prior fiscal year. The increases resulted primarily from an increase in research and development personnel and prototype expenses during the quarter ended December 31, 2002. The Company expects to continue to spend a significant percentage of its revenue on research and development to enhance and expand the capabilities of Acres Advantage, Acres Cashless and Acres Bonusing and develop additional bonus games.

     Selling, general and administrative expenses increased by $938,000 and $1.7 million during the three and six-month periods ended December 31, 2002, respectively, compared to the same periods in the prior fiscal year. The increases are primarily attributable to an increase in expenses for litigation and patent related matters; an increase in reserves for doubtful accounts; an increase in insurance premiums for all coverages carried by the Company; and an increase in selling, general and administrative staff and overall compensation levels, compared to the same periods in the prior fiscal year.

     Interest and other income (expense), net, was $(243,000) for the quarter ended December 31, 2002, compared to $347,000 in the same quarter of fiscal 2002. Interest and other income (expense), net, was $(473,000) for the six-month period ended December 31, 2002, compared to $411,000 for the same period in fiscal 2002. The change in interest and other income (expense), net, during the three-month and six-month periods ended December 31, 2002, compared to the same periods in fiscal 2002, is due partially to interest expense and amortization of debt issuance costs of $233,000 and $475,000, respectively, for the three-month and six-month periods ended December 31, 2002. Additionally, interest and other income (expense), net, in the three-month and six-month periods ended December 31, 2001, included a gain of $339,000 from the settlement of litigation.

12

Table of Contents

Liquidity and Capital Resources

     At December 31, 2002, the Company had $9.3 million in cash and equivalents. The Company invests its cash in highly liquid marketable securities with maturities of three months or less at date of purchase.

     On December 21, 2001, the Company sold $5.0 million principal amount of 6% convertible subordinated debentures and warrants in a private placement. Interest on the debentures at the rate of 6% is due semi-annually with the first payment having been made in April 2002. Principal payments of $300,000 are due monthly from June 2002 to August 2003 and principal payments of $500,000 are due monthly from September 2003 until the principal is repaid. During the six-months ended December 31, 2002, the debenture holders elected to receive cash for one of the six scheduled, monthly principal payments and elected to convert the other five scheduled, monthly principal payments into common stock of the Company pursuant to the terms of the debentures.

     On February 21, 2002, the Company issued an unsecured promissory note to IGT in the amount of $494,000 to settle amounts previously in dispute. The note bears interest at 4.75% payable monthly and principal payments of $25,000 due quarterly for three years, with the unpaid balance due at maturity.

     In August 2002, the Company entered into a one-year revolving loan agreement with a commercial bank to provide up to $3.0 million in financing secured by accounts receivable and inventory. The agreement provides for interest at a rate equal to Prime plus 1%. The agreement contains certain financial covenants including minimum net worth, minimum cash flow, net income and operating income requirements. Management believes that the Company is in compliance with all financial covenants under the agreement. No amounts were outstanding under this agreement during the three-month or six-month periods ended December 31, 2002.

     At December 31, 2002, the Company had $3.2 million outstanding under non-cancelable purchase commitments and safety-stock agreements with suppliers. These commitments generally require that the Company take physical delivery of and pay for the items within 180 days.

     At December 31, 2002, the Company had collected $4.7 million in advance deposits against its order backlog of approximately $23.8 million. Backlog, however, may not be a meaningful indication of future sales. Sales are made pursuant to purchase orders or sales agreements for specific system installations and products are often delivered several months after the receipt of an order.

     The Company does not have any material ongoing long-term sales contracts. The Company’s revenues and results of operations may be materially affected, in the near term, by the receipt, loss or delivery over an extended period of time of any one order.

     The Company believes that it can complete the deliveries and installations comprising its order backlog, and obtain and complete enough additional sales to provide sufficient operating cash flow for fiscal 2003. Failure to successfully deliver the products comprising the order backlog, failure to obtain additional orders or failure to subsequently collect the resulting revenues could have a material adverse affect on the Company’s liquidity. The Company has the ability to reduce operating expenses to improve liquidity, by reducing personnel and other expenses.

13

Table of Contents

Aggregate Indebtedness and Fixed Payment Obligations

     The Company leases its office facilities, certain office equipment and service vehicles under operating leases. Future minimum lease payments under these non-cancelable operating leases as of December 31, 2002 are $549,000, $166,000, $26,000 and $5,000 for the 12-month periods ending December 31, 2003, 2004, 2005 and 2006, respectively. Total lease expense under non-cancelable operating leases was $478,000 and $456,000 for the six-month periods ended December 31, 2002 and 2001, respectively.

     The Company’s long-term indebtedness and fixed payment obligations for the 12-month periods ending December 31 are summarized below.

Foreign Currency Exchange Rate Risk

     The Company does not invest in market risk sensitive instruments, except that it occasionally enters into forward exchange contracts to manage a foreign currency risk related to sales that are denominated in foreign currency. The Company did not enter into any foreign exchange contracts during the quarters ended December 31, 2002 and 2001, respectively, and has no current plans to enter into any such contracts.

Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued Statement No. 141 (“SFAS 141”), “Business Combinations” and Statement No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” SFAS 141 is effective as follows: (a) use of the pooling-of-interests method is prohibited for business combinations initiated after June 30, 2001; and (b) the provisions of SFAS 141 also apply to all business combinations accounted for by the purchase method that are completed after June 30, 2001. There are also transition provisions that apply to business combinations completed before July 1, 2001 which were accounted for by the purchase method.

     SFAS 142 is effective for fiscal years beginning after December 15, 2001 and applies to all goodwill and other intangible assets recognized in an entity’s statement of financial position at that date, regardless of when those assets were initially recognized.

     In August 2001, the Financial Accounting Standards Board issued Statement No. 143 (“SFAS 143”), “Accounting for Obligations Associated with the Retirement of Long-Lived Assets.” The objectives of SFAS 143 are to establish accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. SFAS 143 is effective for fiscal years beginning after June 15, 2002.

     In October 2001, the Financial Accounting Standards Board issued Statement No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 addresses financial accounting and reporting for the impairment or

14

Table of Contents

disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively.

     The Company has adopted SFAS 141, SFAS 142, SFAS 143 and SFAS 144, and such adoption had no effect on the Company’s financial position, results of operations or cash flows.

     In April 2002, the Financial Accounting Standards Board issued Statement No. 145 (“SFAS 145”), “Rescission of FASB Statements Nos. 4, 44, and 64 and Amendment of FASB Statement No. 13.” SFAS 145 addresses the presentation for losses on early retirements of debt in the statement of operations. The Company has adopted SFAS 145 and will not present losses on early retirements of debt as an extraordinary item. Adoption of SFAS 145 had no effect on the Company’s financial position, results of operations or cash flows.

     In June 2002, the Financial Accounting Standards Board issued Statement No. 146 (“SFAS 146”), “Accounting for Costs Associated with Exit or Disposal Activities.” The provisions of SFAS 146 become effective for exit or disposal activities commenced subsequent to December 31, 2002. The Company is currently evaluating the provisions of SFAS 146 and it does not anticipate that the adoption of those provisions will have a material effect on its financial position, results of operations or cash flows.

Forward-Looking Information

     Certain statements in this Form 10-Q contain “forward-looking” information (as defined in Section 27A of the Securities Act of 1933, as amended) that involves risks and uncertainties that may cause actual results to differ materially from those predicted in the forward-looking statements. Forward-looking statements can be identified by their use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. If any of the Company’s assumptions on which the forward-looking statements are based prove incorrect or should unanticipated circumstances arise, the Company’s actual results could differ materially from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, the risks detailed in the Company’s Securities and Exchange Commission filings, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.

     Forward-looking statements contained in this Form 10-Q include statements as to the Company’s plans and expectations as to: sales backlog; adequacy of cash and equivalents balances to fund the Company’s operations; revenue recognition; cash collections and adequacy of cash flow; new product development; compliance with financial covenants under the Company’s loan agreement; and litigation results and settlements.

     The following factors, among others, could cause actual results to differ from those indicated in the forward-looking statements: the possibility that the Company’s suppliers may not be able to meet required delivery schedules for components of the Company’s products; the possibility that future sales may not occur or product offerings may not be developed as planned; the possibility that future product installations may not be completed; the risk that patents may not be issued; the expense and unpredictability of patent and other litigation; the timing of development, regulatory approval and installation of products; the timing of receipt and shipment of orders; competition; government regulation; market acceptance; customer concentration; technological change; the risk that revenue could be negatively affected as the result of the effects of economic conditions on the gaming industry generally and the results of pending litigation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes from the information previously reported under Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.

ITEM 4. CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its

15

Table of Contents

judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

     Within 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s Exchange Act reports. There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

16

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     There have been no material changes from the information previously reported under Item 3 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company’s Annual Meeting of Shareholders was held on December 11, 2002. The following actions were taken at the meeting:

     Election of Directors. Floyd W. Glisson, Ronald G. Bennett, Robert W. Brown, Roger B. Hammock, Richard D. Furash and David R. Willensky were elected to serve as directors for a term of one year with the holders of shares voting as follows:

     Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Accountants. The Board of Directors’ appointment of PricewaterhouseCoopers as independent accountants was ratified. The holders of 8,940,011 shares voted for the ratification, holders of 32,983 shares voted against ratification and holders of 6,646 shares abstained.

     Approval of the 2002 Stock Incentive Plan. The Company’s stockholders voted to adjourn the meeting as to a vote on the approval of the Company’s 2002 Stock Incentive Plan. At a reconvened meeting on January 10, 2003, the adoption of the 2002 Stock Incentive Plan was approved. The holders of 4,547,614 shares voted for the approval of the plan, holders of 2,108,074 shares voted against the approval, holders of 28,284 shares abstained, and holders of 2,295,668 shares were broker non-votes.

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.

17

Table of Contents

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.

18

Table of Contents

302 CERTIFICATION:

I, Floyd W. Glisson, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Acres Gaming Incorporated;
	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

19

Table of Contents

302 CERTIFICATION:

I, Patrick W. Cavanaugh, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Acres Gaming Incorporated;
	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

20

Table of Contents

INDEX TO EXHIBITS

21