PokerTek (PTEK) 10-Q 2012 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

   x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2012

OR

   o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________to______________________

Commission File Number: 000-51572

PokerTek, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	61-1455265
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1150 Crews Road, Suite F, Matthews, North Carolina 28105

(Address of principal executive offices) (Zip Code)

(704) 849-0860

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

o  Large accelerated filer	o  Accelerated filer
o  Non-accelerated filer (do not check if a smaller reporting company)	x  Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o  No x

As of July 31, 2012, there were 7,871,775 shares outstanding of the registrant’s common stock.

POKERTEK, INC.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
PART II- OTHER INFORMATION
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits	22
Signatures		23
Exhibit Index		24

POKERTEK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011 Restated			2012			2011 Restated
Revenue
License and service fees	$	906,929		$	1,222,933		$	1,990,343		$	2,578,892
Sales of systems and equipment		134,654			277,381			729,177			885,784
Total revenue		1,041,583			1,500,314			2,719,520			3,464,676
Cost of revenue		301,376			430,966			687,355			1,002,066
Gross profit		740,207			1,069,348			2,032,165			2,462,610
Operating expenses:
Selling, general and administrative		847,945			1,109,073			1,740,679			2,295,241
Research and development		174,112			241,056			373,896			505,816
Share-based compensation expense		88,457			108,687			196,706			266,638
Depreciation		4,232			20,478			8,464			40,759
Total operating expenses		1,114,746			1,479,294			2,319,745			3,108,454
Operating loss		(374,539	)		(409,946	)		(287,580	)		(645,844	)
Interest expense, net		19,810			26,727			40,665			53,009
Net loss from continuing operations before income taxes		(394,349	)		(436,673	)		(328,245	)		(698,853	)
Income tax provision		714			15,003			7,441			19,541
Net loss from continuing operations		(395,063	)		(451,676	)		(335,686	)		(718,394	)
Income (loss) from discontinued operations		44,345			(429	)		54,867			(10,403	)
Net loss	$	(350,718	)	$	(452,105	)	$	(280,819	)	$	(728,797	)
Net loss from continuing operations per common share - basic and diluted	$	(0.05	)	$	(0.07	)	$	(0.04	)	$	(0.11	)
Net income (loss) from discontinued operations per common share - basic and diluted		0.01			(0.00	)		0.01			(0.00	)
Net loss per common share - basic and diluted	$	(0.05	)	$	(0.07	)	$	(0.04	)	$	(0.11	)
Weighted average common shares outstanding - basic and diluted		7,563,120			6,609,726			7,563,612			6,411,406

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

1

POKERTEK, INC.
CONSOLIDATED BALANCE SHEETS
	June 30, 2012 (Unaudited)			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	720,273		$	606,229
Accounts receivable, net		612,072			726,520
Inventory		1,694,115			1,762,806
Prepaid expenses and other assets		127,868			147,487
Net assets of discontinued operations		6,464			92,310
Total current assets		3,160,792			3,335,352
Long-term assets:
Gaming systems, net		1,364,913			1,104,333
Property and equipment, net		30,392			38,855
Other assets		183,864			223,333
Total long-term assets		1,579,169			1,366,521
Total assets	$	4,739,961		$	4,701,873
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	426,748		$	321,955
Accrued liabilities		378,610			468,958
Deferred revenue		234,398			281,466
Long-term liability - related party, current portion		86,631			54,952
Long-term debt, current portion		52,943			-
Current liabilities of discontinued operations		888			70,383
Total current liabilities		1,180,218			1,197,714
Long-term liabilities:
Long-term liability - related party		236,967			268,646
Long-term debt		647,057			700,000
Total long-term liabilities		884,024			968,646
Total liabilities		2,064,242			2,166,360
Commitments and contingencies
Common stock subject to rescission		71,183			-
Shareholders' equity
Preferred stock, no par value per share;		-			-
authorized 5,000,000 none issued and  outstanding
Common stock, no par value per share;  authorized 40,000,000		-			-
shares, issued and outstanding 7,738,441 and 7,490,124 shares at
June 30, 2012 and December 31, 2011, respectively
Additional paid-in capital		48,718,125			48,368,283
Accumulated deficit		(46,113,589	)		(45,832,770	)
Total shareholders' equity		2,604,536			2,535,513
Total liabilities and shareholders' equity	$	4,739,961		$	4,701,873

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

2

POKERTEK, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
	Common Stock
	Shares		Value		Additional Paid-in Capital			Accumulated Deficit			Total Shareholders' Equity
Balance, December 31, 2011		7,490,124	$	-	$	48,368,283		$	(45,832,770	)	$	2,535,513
Issuances of common stock, net		63,264				38,724						38,724
Share-based compensation						180,249						180,249
Common stock subject to rescission						(71,183	)					(71,183	)
Net income									69,899			69,899
Balance, March 31, 2012		7,553,388	$	-	$	48,516,073		$	(45,762,871	)	$	2,753,202
Issuances of common stock, net		185,053				128,334						128,334
Share-based compensation						73,718						73,718
Net loss									(350,718	)		(350,718	)
Balance, June 30, 2012		7,738,441	$	-	$	48,718,125		$	(46,113,589	)	$	2,604,536

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

3

POKERTEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended June 30,
	2012			2011 Restated
Cash flows from operating activities:
Net loss	$	(280,819	)	$	(728,797	)
Net (income) loss from discontinued operations		(54,867	)		10,403
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		366,386			720,457
Share-based compensation expense		196,706			266,638
Provision for doubtful accounts and other receivables		2,956			124,547
Changes in assets and liabilities:
Accounts and other receivables		111,825			(108,927	)
Prepaid expenses and other assets		36,537			78,001
Inventory		68,691			7,674
Gaming systems		(618,501	)		(388,354	)
Accounts payable and accrued expenses		86,445			(53,163	)
Deferred revenue		(46,686	)		(204,607	)
Net cash used in operating activities from continuing operations		(131,327	)		(276,128	)
Net cash provided by (used in) operating activities from discontinued operations		70,502			(17,629	)
Net cash used in operating activities		(60,825	)		(293,757	)
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds from issuance of common stock, net of expenses		174,869			823,431
Repayments of capital lease		-			(27,255	)
Net cash provided by financing activities		174,869			796,176
Net increase in cash and cash equivalents		114,044			502,419
Cash and cash equivalents, beginning of year		606,229			666,179
Cash and cash equivalents, end of period	$	720,273		$	1,168,598
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	37,911		$	38,118
Income taxes		8,790			18,051
Non-cash transactions:
Amortization of commitment fee issued in common stock	$	22,550		$	22,550
Issuance of common stock for debt cancellation		-			100,000
Transfers from inventory to property and equipment		-			11,842

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

4

POKERTEK, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Nature of Business and Basis of Presentation

The Company is engaged in the development, manufacture and marketing of electronic table games and related products for casinos, cruise lines, racinos, card clubs and lotteries worldwide.

The Company previously operated an amusement business that focused on selling its Heads-Up Challenge product to bars and restaurants. During 2010, the Company decided to exit the amusement business and focus its resources on the higher-margin gaming business. The results of operations of the amusement business are reflected as a discontinued operation in the accompanying consolidated financial statements for all periods presented.

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and accounts have been eliminated.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Certain reclassifications have been made to prior periods’ financial information to conform to the current period presentation.

As described in Note 17, Restatement of Unaudited Interim Consolidated Financial Statements, of the Company’s Annual Report on Form 10-K, the Company restated the results for the first three quarters of 2011. The restatement was necessary in order to conform to new Accounting Standards updates 2009-14 and 2009-13 issued in October 2009. There were no material changes to the Company’s significant accounting policies during the most recent fiscal quarter ended June 30, 2012.

The accompanying consolidated financial statements have been prepared without audit and are presented in accordance with Article 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for annual financial statements. In the opinion of management, these consolidated financial statementsinclude all adjustments, which consist only of normal recurring adjustments, necessary for a fair statement of the Company’s results of operations for the periods presented. The results of operations for the three and six months ended June 30, 2012, are not necessarily indicative of the results to be expected for the entire year.

Note 2.  Operations and Liquidity Management

Historically, the Company has incurred net losses and used cash from financing activities to fund operations. Over the past two years, the Company refocused its business strategies, significantly improving margins and reducing expenses, while also expanding growth opportunities and significantly improving operating results and cash flow performance. During that period, the Company also renewed its credit facility, closed several equity private placement transactions and entered into a stock purchase agreement with LPC (as described in Note 12 below) to improve liquidity and provide capital to grow the business.

As of June 30, 2012, the Company’s cash balance was approximately $700,000 and availability from the SVB Credit Facility (as described in Note 10 below) was approximately $300,000. Cash used in operations for the six months ended June 30, 2012 was $60,825, an improvement of $232,932 from the first six months of 2011. The level of additional capital needed to fund operations and the Company’s ability to conduct business for the next year is influenced primarily by the following factors:

● The pace of growth in the gaming business and the related investments in inventory and spending on development and regulatory efforts.

● The launch of new products, such as ProCore, which will require additional investments in inventory as we seek to expand that line of business;

● The Company’s ability to control its operating expenses as the business grows;

● The Company’s ability to negotiate favorable payment terms with its customers and vendors;

● The Company’s ability to access the capital markets and maintain availability under its credit line;

● Demand for the Company’s products and the ability of the Company’s customers to pay on a timely basis; and

● General economic conditions as well as political events and legal and regulatory changes.

The Company’s operating plan for 2012 calls for balancing revenue growth with operating expense and working capital management, and carefully monitoring the impact of growth on its cash needs and cash balances. The Company has demonstrated a trend of improving operating results over the past two years and expects those improving trends to continue through 2012.

5

The Company’s operations were recently impacted by regulatory changes in Mexico that significantly reduced revenue and gross margins in the fourth quarter of 2011. In response, the Company implemented new expense reduction initiatives in late 2011 to partially offset the impact of these regulatory changes. While the Company believes the loss of business in Mexico to be temporary, its operating plan contemplates replacing that business with new placements in other jurisdictions in 2012. Pursuant to that plan, the Company moved a portion of its electronic gaming tables from Mexico back to the United States to meet anticipated demand from those other markets.

The Company believes the capital resources available will be sufficient to fund its ongoing operations and to support the Company’s operating plans for at least the next 12 months. However, the Company may seek to raise additional capital or expand its existing credit facilities to fund growth. The Company cannot provide assurances that, in the event additional working capital is needed, adequate additional working capital will be available or, if available, will be on terms acceptable to the Company. If the Company is unable to raise additional capital or expand its credit facilities, the Company’s ability to conduct business and achieve its growth objectives would be negatively impacted.

Note 3.  Discontinued Operations

In August 2010, the Company decided to exit the amusement business due to declining demand and reduced pricing power for its Heads-Up Challenge product.

The results of operations and related non-recurring costs associated with the amusement business have been presented as discontinued operations for all periods. Additionally, the assets and liabilities of the discontinued operations have been segregated in the accompanying consolidated balance sheets. The statements of operations for the discontinued operations for the three and six months ended June 30, 2012 and 2011 consisted of the following:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012		2011
Revenue	$	36,823		$	54,855		$	149,405	$	92,162
Cost of revenue		(8,777	)		19,946			88,312		34,111
Gross profit		45,600			34,909			61,093		58,051
Operating expenses		1,255			35,338			6,226		68,454
Net income (loss) from discontinued operations	$	44,345		$	(429	)	$	54,867	$	(10,403	)

Assets and liabilities of discontinued operations at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30, 2012		December 31, 2011
Assets:
Accounts receivable	$	6,464	$	9,699
Inventory		-		82,611
Total assets	$	6,464	$	92,310
Liabilities:
Accounts payable	$	888	$	2,897
Accrued liabilities		-		67,486
Total liabilities	$	888	$	70,383

6

Note 4.  Accounts Receivable

Accounts receivable at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,			December 31,
	2012			2011
Accounts receivable	$	751,545		$	872,703
Allowance for doubtful accounts		(139,473	)		(146,183	)
Accounts receivable, net	$	612,072		$	726,520

Note 5.  Inventory

Inventory at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,			December 31,
	2012			2011
Raw materials and components	$	975,201		$	698,576
Gaming systems in process		336,475			374,638
Finished goods		557,653			926,889
Reserve		(175,214	)		(237,297	)
Inventory, net	$	1,694,115		$	1,762,806

Note 6.  Prepaid Expenses and Other Assets

Prepaid expenses and other assets at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,		December 31,
	2012		2011
Prepaid expenses	$	52,283	$	54,012
Stock issuance commitment fee, net		27,510		45,282
Other		48,075		48,193
Prepaid expenses and other assets	$	127,868	$	147,487
Deferred licensing fees, net	$	133,684	$	173,153
Other		50,180		50,180
Other assets	$	183,864	$	223,333

7

Note 7.  Gaming Systems

Gaming systems at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,			December 31,
	2012			2011
Gaming systems	$	6,595,874		$	6,473,043
Less: accumulated depreciation		(5,230,961	)		(5,368,710	)
Gaming systems, net	$	1,364,913		$	1,104,333

Note 8.  Property and Equipment

Property and equipment at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,			December 31,
	2012			2011
Equipment	$	456,715		$	456,715
Leasehold improvements		202,508			202,508
Capitalized software		157,067			157,067
		816,290			816,290
Less: accumulated depreciation		(785,898	)		(777,435	)
Property and equipment, net	$	30,392		$	38,855

Note 9.  Accrued Liabilities

Accrued liabilities at June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,		December 31,
	2012		2011
Accrued professional fees	$	14,500	$	62,736
Other liabilities and customer deposits		364,110		406,222
Accrued liabilities	$	378,610	$	468,958

Note 10.  Debt

The Company’s outstanding debt balances as of June 30, 2012 and December 31, 2011 consisted of the following:

	June 30,		December 31,
	2012		2011
SVB Credit Facility	$	-	$	-
Founders' Loan		700,000		700,000
Total debt		700,000		700,000
Current portion of debt		52,943		-
Long-term portion of debt	$	647,057	$	700,000

8

SVB Credit Facility: The Company maintains a credit facility with Silicon Valley Bank to support its working capital needs (the “SVB Credit Facility”). On February 22, 2012, the Company entered into the “Sixth Amendment to Loan and Security Agreement”, which extended the maturity date for the facility to January 16, 2013. Maximum advances are determined based on the composition of the Company’s eligible accounts receivable and inventory balances with a facility limit of $937,500. The SVB Credit Facility bears interest at an annual rate equal to the greater of 6.5% or prime plus 2.0%.

Based on the Company’s accounts receivable on June 30, 2012, as of such date availability was $297,559 with no borrowings outstanding. The SVB Credit Facility includes covenants requiring the achievement of specified financial ratios and thresholds and contains other terms and conditions customary for this type of credit facility. As of June 30, 2012, the Company was in compliance with these covenants. The SVB Credit Facility is collateralized by security interests in substantially all of the assets of the Company and is senior to the Founders’ Loan (described below).

Founders’ Loan: On March 24, 2008, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Lyle A. Berman, James T. Crawford, Arthur L. Lomax and Gehrig H. White (collectively, the “Lenders”), all of whom were founders of the Company and members of the Company’s Board of Directors at the time. Pursuant to the terms of the Note Purchase Agreement, the lenders loaned $2.0 million to the Company (the “Founders’ Loan”), evidenced by a secured promissory note in that amount and a maturity date of March 24, 2010 (the “Note”). Interest on the outstanding principal balance of the Note was payable monthly in arrears at the rate of 9% per annum, if paid in cash, or at 13% per annum, if, at the election of the Lenders, paid in shares of Common Stock (as defined in Note 12 below). The Founders’ Loan contains no restrictive covenants and is collateralized by security interests in 62 PokerPro systems. Such security interests have been subordinated to the SVB Credit Facility.

As of June 30, 2012, the carrying value of the Founders’ Loan was $0.7 million and its fair value was $0.7 million. As a result of the various amendments made to the original loan agreement, the maturity date of the loan was extended to March 21, 2013. For the periods ended June 30, 2012 and December 31, 2011, the Company made $26,236 and $72,665, respectively, in aggregate interest payments in cash.

In July 2012, the Company’s Founders’ Loan was further modified. See Note 17, “Subsequent Events,” below.

Note 11.  Employee Benefit Plan

The Company has established a salary deferral plan under Section 401(k) of the Internal Revenue Code covering substantially all employees. The plan allows eligible employees to defer up to 96% of their annual compensation, subject to annual limitations imposed by the Internal Revenue Service pursuant to the authority granted to it under Section 401(k). The Company matches the contributions equal to 100% on the first 3% of the deferral and 50% on the deferral from 3% to 5%. For the three months ended June 30, 2012 and 2011, the Company’s expenses related to the plan were$12,427 and $18,112 respectively. For the six months ended June 30, 2012 and 2011, the Company’s expenses related to the plan were$25,283 and $35,963 respectively.

Note 12.  Shareholders’ Equity

Common Stock. There are 40,000,000 shares, no par value of the Company’s common stock (“Common Stock”) authorized of which 7,738,441 and 7,490,124 shares were outstanding as of June 30, 2012 and December 31, 2011, respectively.

Lincoln Park Transaction

The Company has an agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell $50,000 worth (or greater amount under certain circumstances) of shares of its Common Stock to LPC every two business days, up to a maximum of $5 million worth of Common Stock, provided the shares have been registered for resale under the Securities Act of 1933, as amended. In November 2010, a registration statement covering the resale of up to 899,137 shares of Common Stock to be issued to LPC under the agreement was declared effective (the “Registration Statement”). Since June 24, 2010, the Company sold and/or issued an aggregate of 798,373 shares of Common Stock to LPC, including 185,053 shares during the three months ended June 30, 2012 for which it received aggregate proceeds of $139,609. In addition, the Company has issued to LPC warrants to purchase another 40,000 shares. As of June 30, 2012, all of the shares of Common Stock covered by the Registration Statement have either been sold or issued to LPC or are issuable upon exercise of warrants issued to LPC. Accordingly, if the Company wishes to continue to use the LPC facility, it would have to file a new registration statement. The LPC facility expires on May 10, 2013.

Common Stock Subject to Rescission

Purchasers of 93,175 shares of Common Stock between December 30, 2010 and January 23, 2011 in open market transactions pursuant to a prospectus that was no longer effective may have rescission rights or claims for damages, depending on whether or not they still own such shares. Shares that are subject to rescission or redemption requirements that are outside of the control of the Company are classified outside of permanent equity until they are no longer subject to rescission or redemption. Accordingly, the Company has reclassified $71,183 as Common Stock subject to rescission.

9

Stock Incentive Plan

The Company’s shareholders have approved stock incentive plans, authorizing the issuance of stock option, restricted stock and other forms of equity compensation. Pursuant to the approved stock incentive plans 342,199 shares remained available for future grant as of June 30, 2012. The Company has historically issued stock options and restricted shares as compensation, although it has the authority to use other forms of equity compensation instruments in the future.

Principal assumptions used in determining the fair value of option awards include the following: (a) expected future volatility for the Company's stock price, which is based on the Company’s historical volatility, (b) expected dividends, (c) expected term and forfeiture rates, based on historical exercise and forfeiture activity, and (d) the risk-free rate is the rate on U.S. Treasury securities with a maturity equal to, or closest to, the expected life of the options. The assumptions used to determine the fair value of option awards for the periods ended June 30, 2012 and December 31, 2011 were as follows:

	June 30, 2012	December 31, 2011
Expected Volatility	96% - 97%	96% - 98%
Expected Dividends	0	0
Expected Term	6 yrs	6 yrs
Risk-free Rate	0.71% - 1.02%	0.89% - 2.11%

A summary of Stock Option activity and changes during the six months ended June 30, 2012, is as follows:

			Weighted Average
	Shares		Exercise Price		Remaining Contractual Term		Aggregate Instrinsic Value
Outstanding at December 31, 2011		856,080	$	4.55
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at June 30, 2012		856,080	$	4.55		6.8	$	(3,282,661	)
Exercisable at June 30, 2012		507,921	$	5.81		6.4	$	(2,585,446	)

A summary of Restricted Stock activity and changes during the six months ended June 30, 2012, is as follows:

				Weighted Average
Restricted Stock	Shares			Remaining Contractual Term	Grant Date Fair Value
Nonvested at December 31, 2011		270,000			$	197,271
Granted		-				-
Vested		(82,500	)			(64,458	)
Forfeited		-				-
Nonvested at June 30, 2012		187,500		1.3	$	132,813

Note 13.  Income Tax Provisions

For the three months ended June 30, 2012 and 2011, the Company recognized a tax provision of $714 and $15,003, respectively. For the six months ended June 30, 2012 and 2011, the Company recognized a tax provision of $7,441 and $19,541, respectively. These provisions are based principally on the Company’s estimated foreign income tax withholding liability, which is attributable to revenues generated outside of the United States.

The effective rates for the periods ending June 30, 2012 and 2011 differ from the U.S. federal statutory rate principally due to the tax benefit arising from the Company’s net operating losses that are fully offset by the valuation allowance established against the Company’s deferred tax assets and deferred tax liabilities.

10

Note 14.  Related Party Transactions

Transactions with Aristocrat

Revenue from transactions with Aristocrat was $15,343 for the three months ended June 30, 2012, compared to $17,465 for the three months ended June 30, 2011. Revenue from transactions with Aristocrat was $31,368 for the six months ended June 30, 2012, compared to $55,934 for the six months ended June 30, 2011. As of June 30, 2012 and December 31, 2011, $10,100 and $10,200, respectively, were due from Aristocrat and included in accounts receivable in the accompanying Consolidated Balance Sheets.

As of both June 30, 2012 and December 31, 2011, $323,598 was payable to Aristocrat for the Company’s purchase of inventory, which is reflected in the accompanying Consolidated Balance Sheet as a related party liability. As of June 30, 2012 and December 31, 2011, Aristocrat owned approximately 9.3% and 9.6%, respectively, of the outstanding shares of Common Stock.

Office Lease

The Company leases its office and manufacturing facility under an annual operating lease from an entity owned and controlled by the Company’s President and the Company’s Vice Chairman of the Board of Directors. The lease expires in August 31, 2013. Rent expense recorded for the leased space for the three months ended June 30, 2012 and 2011, was $33,750 and $36,600, respectively. Rent expense recorded for the leased space for the six months ended June 30, 2012 and 2011, was $67,500 and $73,200, respectively.

Founders’ Loan

During the three months ended June 30, 2012 and 2011, the Company made $10,529 and $16,668, respectively, in aggregate interest payments in cash. During the six months ended June 30, 2012 and 2011, the Company made $26,236 and $34,224, respectively, in aggregate interest payments in cash. Refer to Note 10, Debt, for a description of the terms of this loan.

Note 15.  Segment Information

The Company reports segment information based on the “management approach”. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Following the Company’s exit from its amusement business, the Company’s operations are entirely focused on gaming products. Based on the criteria specified in ASC Topic 280, Segment Reporting, the Company has one reportable segment. The results of operations for the amusement products have been reported as discontinued operations for all periods presented.

Revenues by geographic area are determined based on the location of the Company’s customers. For the three months ended June 30, 2012 and 2011, revenues from customers outside the United States accounted for 25.0% and 39.1% of consolidated revenue, respectively. For the six months ended June 30, 2012 and 2011, revenues from customers outside the United States accounted for 20.5% and 45.5% of consolidated revenue, respectively. The following are the revenues and long-lived assets by geographic area:

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011 Restated		2012		2011 Restated
Revenue:
United States	$	781,543	$	913,885	$	2,162,352	$	1,888,635
North America (excluding U.S.)		67,162		339,441		157,947		786,136
Europe		155,963		145,854		310,641		475,590
Other International		36,915		101,134		88,580		314,315
	$	1,041,583	$	1,500,314	$	2,719,520	$	3,464,676
		June 30,		December 31,
		2012		2011
Long-lived assets:
United States	$	815,736	$	1,026,157
North America (excluding U.S.)		474,314		223,882
Europe		214,932		62,021
Other International		74,187		54,461
	$	1,579,169	$	1,366,521

Note 16.  Commitments and Contingencies

Legal Proceedings

The Company is subject to claims and assertions in the ordinary course of business. Legal matters are inherently unpredictable and the Company's assessments may change based on future unknown or unexpected events.

On August 21, 2009, a complaint was filed against the Company in the United States District Court for the District of Nevada by Marvin Roy Feldman. The plaintiff is seeking unspecified monetary damages related to the Company's distribution of PokerPro in Mexico. The Company believes that it has several meritorious defenses to these claims and intends to defend itself vigorously.

Note 17.  Subsequent Events

The Company entered into the Second Loan Modification Agreement, dated July 23, 2012 (the “Second Loan Modification Agreement”), which amended and modified the terms of the Note Purchase Agreement (see Note 10 above), as previously amended. Pursuant to the Second Loan Modification Agreement:

(i)	$100,000 of the remaining principal balance ($700,000) of the Founders’ Loan was converted into 133,334 shares of Common Stock, reflecting a conversion price of $0.75 per share, the closing price of a share of Common Stock on Friday, July 20, 2012 as reported by the NASDAQ Capital Market;
(ii)	The Company will pay interest only, calculated at the rate of 9% per annum, on the remaining principal balance ($600,000) through December 31, 2012;
(iii)	Beginning February 1, 2013 and the first day of each calendar month thereafter until January 1, 2017, the Company will make monthly payments of interest and principal in the amount of $14,931.03, the amount required to fully amortize the remaining principal balance and the accrued interest thereon over 48 months. In the event of a prepayment, the monthly amount would be recalculated.
(iv)	The remaining principal balance of the note and all accrued but unpaid interest thereon is finally due and payable on December 31, 2016.

During August 2012, the Company entered into binding subscription agreements with unaffiliated accredited investors pursuant to which such investors have agreed to purchase approximately $240,000 worth of shares of Common Stock at a price equal to 90% of the consolidated closing bid price of a share of Common Stock as reported on the NASDAQ Capital Market on the last trading day immediately preceding the closing date of the transaction. The transaction is expected to close during the third quarter of 2012. There was no placement agent or other intermediary involved in this private placement transaction and the Company is not obligated to register the shares of Common Stock to be issued to the investors.

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

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including but not limited to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These forward-looking statements are made under the provisions of The Private Securities Litigation Reform Act of 1995. In some cases, words such as “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or other comparable words identify forward-looking statements. Our actual results, performance or experience may differ materially from those expressed or implied by forward-looking statements as a result of many factors, including our critical accounting policies and risks and uncertainties related, but not limited to: the impact of global macroeconomic and credit conditions on our business and the business of our suppliers and customers, overall industry environment, customer acceptance of our products, delay in the introduction of new products, further approvals of regulatory authorities, adverse court rulings, production and/or quality control problems, the denial, suspension or revocation of permits or licenses by regulatory or governmental authorities, changes in laws and regulations affecting the gaming industry, termination or non-renewal of customer contracts, competitive pressures and general economic conditions and our financial condition, including our ability to maintain sufficient liquidity to operate our business. These and all other material risks and uncertainties known to us are described in more detail under the caption “Risk Factors” in Item 1A of Part I of the annual report on Form 10-K for the year ended December 31, 2011, that we filed on March 27, 2012, as amended by form 10-K/A filed on April 30, 2012, as well as other reports that we file from time to time with the Securities and Exchange Commission (“SEC”). As a result of these risks and uncertainties, the results or events indicated by these forward-looking statements may not occur. We caution you not to place undue reliance on any forward-looking statement.

Forward-looking statements speak only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. We undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by applicable laws, and you are urged to review and consider disclosures that we make in the reports that we file with the SEC that discuss other factors germane to our business.

All references to operating data for 2011 are restated.

All references in this Report to “PokerTek”, “we”, “us”, “our” or “the Company” include PokerTek, Inc. and its consolidated subsidiaries.

Company Overview and Business Strategy

We are engaged in the development, manufacture and marketing of electronic table games and related products for casinos, cruise lines, racinos, card clubs and lotteries worldwide. Our products are PokerPro and ProCore.

PokerPro is a 10-seat electronic poker table that allows operators to offer the most popular player-banked games and tournaments. The PokerPro system offers cash games, single-table tournaments, and multi-table tournaments with an extensive game library including Texas Hold’em, Omaha, Razz, and Seven Card Stud. Game rule and limits, including blinds, antes, rake structures and house rules, are completely configurable.

ProCore is a unique electronic table game platform that expands on the PokerPro technology and allows multiple house-banked games to be run on a single, efficient, economical platform. The versatility of the ProCore system allows operators to add new game content as it is released. Several variations of Blackjack and related side bets are deployed on this platform. Games and house rules can be customized easily to meet property and regulatory requirements, making it an ideal choice for operators looking to add an automated solution to their gaming floor.

We distribute our gaming products using our internal sales force and select distributors, generally on a recurring revenue participation model, recurring revenue fixed license fee model or as a sale of hardware combined with recurring license and support fees.

We use an analytical approach and segment the market for our electronic table games into three categories: those with no competition from manual table games; those with limited competition from manual table games; and those markets characterized by a high level of saturation of manual table games. We intentionally focus the majority of our sales and marketing effort on those markets that have either no or limited competition from manual table games. We also opportunistically place tables in markets with higher saturation of manual table games where we believe we have a value proposition for the operators and players. This approach allows us to narrow our focus, directing our limited resources in a targeted approach, and has significantly improved customer retention.

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In those identified markets, we plan to increase our dominant position in electronic poker with our PokerPro system. With the recent addition of the ProCore platform, the addressable opportunities are expanded with Blackjack and other electronic house-banked games. The market for electronic Poker is a smaller niche where we enjoy a dominant market position. The market for electronic Blackjack and specialty player-banked games is larger, but also characterized by more competition. We believe our products offer significant competitive advantages over other competing systems and platforms and, as a result, we are well-positioned to increase our market share of the electronic Poker market, while increasing the market for electronic house-banked games and displacing competitor products in those markets.

We have identified key markets in Europe, Canada, South America and the United States that meet our market segmentation criteria and we believe those markets provide actionable opportunities to grow significantly. We are also monitoring changes in regulation at the state, federal and international level and believe that budgetary, legislative and other factors are becoming favorable for expansion of gaming and electronic table games in particular.

As of June 30, 2012, our installed base consisted of 2,294 gaming positions worldwide, composed of 2,174 PokerPro and 120 ProCore gaming positions. As of June 30, 2011, 2,710 gaming positions were deployed worldwide composed of 2,614 PokerPro gaming positions, and 96 ProCore gaming positions. Excluding Mexico, gaming positions increased worldwide by 276 in the twelve month period from June 30, 2011 to 2012. The increase in gaming positions resulted from net increased placements of PokerPro and ProCore in our target markets of the United States, Europe and other international markets.

Results of Operations for the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011, as restated.

	Three Months Ended June 30,
	2012			2011 Restated			Change
Revenue	$	1,041,583		$	1,500,314			-30.6	%
Gross profit		740,207			1,069,348			-30.8	%
Percentage of revenue		71.1	%		71.3	%
Operating expenses		1,114,746			1,479,294			-24.6	%
Interest expense, net		19,810			26,727			-25.9	%
Income tax provision		714			15,003			-95.2	%
Net loss from continuing operations		(395,063	)		(451,676	)		-12.5	%
Net income (loss) from discontinued operations		44,345			(429	)		10436.8	%
Net loss		(350,718	)		(452,105	)		-22.4	%

Revenues. Revenues decreased by $0.5 million, or 30.6%, to $1.0 million for the three months ended June 30, 2012 as compared to $1.5 million for the three months ended June 30, 2011. This decrease was partially due to the absence of revenues from Mexico in the current quarter as well as changes in our product mix. We ceased operations in Mexico in September 2011, due to the information bulletin issued by Mexico’s Secretaría de Gobernación (“SEGOB”), the government agency responsible for administering the country's internal affairs, notifying casino owners in Mexico that all card and roulette games, whether live or electronic, would no longer be permitted. Excluding Mexico revenues from the quarterly period comparison, total revenues decreased 16.2%.

Revenues from license and service fees decreased $0.3 million. License and service fee comparisons were favorably affected by increased revenue from the Canadian and cruise markets. Those increases were offset by decreases from Mexico, less favorable macroeconomic conditions in Eastern Europe, and the conversion of gaming positions from lease to sale in the United States. License and service fees also follow seasonal trends which mirror the business of our customers, with the second quarter representing the seasonal trough in both 2012 and 2011. Revenues from systems and equipment sales decreased $0.1 million. In the prior year quarter, sales of systems and equipment were favorably impacted by system sales in Europe which did not repeat in the current year, and higher recognition of deferred revenue.

While the growth in gaming positions was robust, the majority of those installations occurred near the end of the period. Accordingly, recurring revenue from those installations are expected to begin contributing more meaningfully in the second half of 2012.

Gross profit. Gross profit decreased by $0.3 million, or 30.8%, to $0.7 million for the three months ended June 30, 2012 compared to $1.1 million for the three months ended June 30, 2011. For the three months ended June 30, 2012 and 2011, gross profit margin was 71.1% and 71.3%, respectively.

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Operating expenses. Operating expenses decreased $0.4 million, or 24.6%, to $1.1 million for the three months ended June 30, 2012, as compared to $1.5 million for the three months ended June 30, 2011. Operating expenses decreased quarter over quarter as we continue our cost reduction efforts resulting in lower spending on personnel-related costs, regulatory approvals and professional fees. We continue to scrutinize our operating costs and recently implemented additional cost reduction initiatives intended to further streamline our organizational structure and increase our operating flexibility. Those initiatives are expected to result in further operating expense savings starting in the second half of 2012.

Interest expense, net. Interest expense decreased $6,917, or 25.9%, for the three months ended June 30, 2012 to $19,810 from $26,727 for the three months ended June 30, 2011. The decrease is primarily attributable to lower fees associated with our credit facility at Silicon Valley Bank (described below), lower interest expense on the lower balances of the Founders’ loans (described below) and the payoff of the capital lease obligations in 2011.

Income tax provision Income tax provision was $714 for the three months ended June 30, 2012 and $15,003 in the comparable period of 2011. The decrease in income tax provision was attributable to lower withholdings in foreign jurisdictions.

Net loss from continuing operations. Net loss from continuing operations for the three months ended June 30, 2012 was $395,063, an improvement of $56,613, or 12.5%, over the net loss of $451,676 for the three months ended June 30, 2011. The improvement in net loss from continuing operations resulted primarily from reductions in operating expenses.

Net income (loss) from discontinued operations. Net income from discontinued operations for the three months ended June 30, 2012 was $44,345, an improvement of $44,774 over a net loss from discontinued operations of $429 for the three months ended June 30, 2011.

Net loss. Net loss for the three months ended June 30, 2012 was $350,718, an improvement of $101,387, or 22.4%, over the net loss of $452,105 for the three months ended June 30, 2011.

Results of Operations for the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011, as restated.

	Six Months Ended June 30,
	2012			2011 Restated			Change
Revenue	$	2,719,520		$	3,464,676			-21.5	%
Gross profit		2,032,165			2,462,610			-17.5	%
Percentage of revenue		74.7	%		71.1	%
Operating expenses		2,319,745			3,108,454			-25.4	%
Interest expense, net		40,665			53,009			-23.3	%
Income tax provision		7,441			19,541			-61.9	%
Net loss from continuing operations		(335,686	)		(718,394	)		-53.3	%
Net income (loss) from discontinued operations		54,867			(10,403	)		627.4	%
Net loss		(280,819	)		(728,797	)		-61.5	%

Revenues. Revenues decreased by $0.7 million, or 21.5%, to $2.7 million for the six months ended June 30, 2012 as compared to $3.5 million for the six months ended June 30, 2011. This decrease was partially due to the absence of revenues from Mexico in six months ended June 30, 2012 compared to the comparable period in 2011, as well as changes in our product mix. We ceased operations in Mexico in September 2011, due to the information bulletin issued by SEGOB, the government agency responsible for administering the country's internal affairs, notifying casino owners in Mexico that all card and roulette games, whether live or electronic, would no longer be permitted. Excluding Mexico revenues from the six months ended June 30, 2011, total revenues decreased 3.9%.

Revenues from license and service fees decreased $0.6 million. License and service fee comparisons were favorably affected by increased revenue from the Canadian and cruise markets. Those increases were offset by decreases from Mexico, less favorable macroeconomic conditions in Eastern Europe, and the conversion of gaming positions from lease to sale in the United States. License and service fees also follow seasonal trends which mirror the business of our customers, with the second quarter representing the seasonal trough in both 2012 and 2011. Revenues from systems and equipment sales decreased $0.2 million. In the prior year period, sales of systems and equipment were favorably impacted by system sales in Europe which did not repeat in the current year and higher recognition of deferred revenue.

While the growth in gaming positions was robust, the majority of those installations occurred near the end of the period. Accordingly, recurring revenue from those installations are expected to begin contributing more meaningfully in the second half of 2012.

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Gross profit. Gross profit decreased by $0.4 million, or 17.5%, to $2.0 million for the six months ended June 30, 2012 compared to $2.5 million for the six months ended June 30, 2011. For the six months ended June 30, 2012 and 2011, gross profit margin was 74.7% and 71.1%, respectively. The increase in gross profit margin was primarily attributable to changes in revenue mix, improved asset utilization and reduced product costs and depreciation.

Operating expenses. Operating expenses decreased $0.8 million, or 25.4%, to $2.3 million for the six months ended June 30, 2012, as compared to $3.1 million for the six months ended June 30, 2011. Operating expenses decreased quarter over quarter as we continue our cost reduction efforts resulting in lower spending on personnel-related costs, regulatory approvals, and professional fees. We continue to scrutinize our operating costs and recently implemented additional cost reduction initiatives intended to further streamline our organizational structure and increase our operating flexibility. Those initiatives are expected to result in further operating expense savings starting in the second half of 2012.

Interest expense, net. Interest expense decreased $12,344, or 23.3%, for the six months ended June 30, 2012 to $40,665 from $53,009 for the six months ended June 30, 2011. The decrease is primarily attributable to lower fees associated with our credit facility at Silicon Valley Bank (described below), lower interest expense on the lower balances of the Founders’ Loan (described below) and the payoff of the capital lease obligations in 2011.

Income tax provision Income tax provision was $7,441 for the six months ended June 30, 2012, and $19,541 in the comparable period of 2011. The decrease in income tax provision was attributable to lower withholdings in foreign jurisdictions.

Net loss from continuing operations. Net loss from continuing operations for the six months ended June 30, 2012 was $335,686, an improvement of $382,708 over the net loss of $718,394 for the six months ended June 30, 2011. The improvement in net loss from continuing operations resulted primarily from reductions in operating expenses.

Net income (loss) from discontinued operations. Net income from discontinued operations for the six months ended June 30, 2012 was $54,867, an improvement of $65,270 over a net loss from discontinued operations of $10,403 for the six months ended June 30, 2011.

Net loss. Net loss for the six months ended June 30, 2012 was $280,819, an improvement of $447,978 over the net loss of $728,797 for the six months ended June 30, 2011.

Liquidity and Capital Resources

We have primarily incurred net operating losses since our inception. We have typically funded our operating costs, research and development activities, working capital investments and capital expenditures associated with our growth strategy with proceeds from the issuances of our common stock and other financing arrangements. In recent periods, our operating results have improved with increased gross margins and lower operating costs. As a result, we are beginning to invest working capital with the introduction of the ProCore platform. In order to finance operations, we have entered into several equity transactions and maintained a credit facility, which are discussed in detail below and in the notes to our financial statements included elsewhere in this report.

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Discussion of Statement of Cash Flows

	Six Months Ended June 30,
	2012			2011 Restated			Change
Continuing Operations:
Net cash used in operating activities	$	(131,327	)	$	(276,128	)	$	144,801
Net cash used in investing activities		-			-			-
Net cash provided by financing activities		174,869			796,176			(621,307	)
Net cash provided by continuing operations		43,542			520,048			(476,506	)
Net cash provided by (used in) operating activities of discontinued operations		70,502			(17,629	)	$	88,131
Net increase in cash and cash equivalents		114,044			502,419
Cash and cash equivalents, beginning of year		606,229			666,179
Cash and cash equivalents, end of period	$	720,273		$	1,168,598

For the six months ended June 30, 2012, net cash used in operating activities from continuing operations improved $144,801, or 52.4%, to $131,327. The improvement in cash from operating activities was primarily due to improved profitability, partially offset by increases in working capital.

No cash was used in or provided by investing activities for the six months ended June 30, 2012 or 2011. As part of our ongoing cost reduction measures, we have curtailed capital expenditures.

Net cash provided by financing activities was $174,869 for the six months ended June 30, 2012 compared to net cash provided by financing activities of $796,176 for the six months ended June 30, 2011. Cash provided by financing activities is primarily due to the issuance of common stock in the six months ended June 30, 2012 and 2011.

For the six months ended June 30, 2012, net cash provided by operating activities of discontinued operations was $70,502 compared to net cash used in operating activities of discontinued operations of $17,629 for the six months ended June 30, 2011. This increase is attributable to the sale of a majority of the remaining inventory in 2012. 

At June 30, 2012, we had $700,000 of debt outstanding due to two of our founders and directors (the “Founders' Loan”), as more fully described in Note 10, “Debt,” to our financial statements.

In July 2012, we entered into a Second Loan Modification Agreement, dated as of July 23, 2012, with Messrs. Lomax and White, the remaining makers of the Founders’ Loan, pursuant to which:

(i)           $100,000 of the remaining principal balance ($700,000) of the Founders’ Loan was converted into 133,334 shares of our common stock, reflecting a conversion price of $0.75 per share, the closing price of a share of our common stock on Friday, July 20, 2012 as reported by the NASDAQ Capital Market; and

(ii)           the note evidencing the Founders’ Loan was amended to provide for (a) payments of interest only, calculated at the rate of 9% per annum, on the remaining principal balance ($600,000) through December 31, 2012, (b) 48 monthly payments of interest and principal in the amount of $14,931.03, the amount required to fully amortize the remaining principal balance and the accrued interest thereon beginning February 1, 2013, which amount would be recalculated in the event of a prepayment, and (c) the full payment of the remaining principal balance of the note and all accrued but unpaid interest thereon on December 31, 2016.

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We maintain a credit facility with Silicon Valley Bank to support our working capital needs (the “SVB Credit Facility”). On February 22, 2012, we entered into the “Sixth Amendment to Loan and Security Agreement”, which extended the maturity date for the facility to January 16, 2013. Maximum advances are determined based on the composition of our eligible accounts receivable and inventory balances with a facility limit of $937,500. The SVB Credit Facility bears interest at an annual rate equal to the greater of 6.5% or prime plus 2.0%. As of June 30, 2012, approximately $300,000 was available under the SVB Credit Facility, based on our accounts receivable, and there were no amounts outstanding under the facility.

In June 2010 we entered into an agreement with Lincoln Park Capital (“LPC” or the “Selling Shareholder”), pursuant to which we have the right to sell to LPC up to $5.0 million worth of shares of our common stock over a period that expires May 10, 2013. Our right to sell shares to LPC is conditioned to those shares being registered for resale under the Securities Act of 1933, as amended. In November 2010 the SEC declared effective our registration statement covering the resale of up to 899,137 shares of our common stock (after giving effect to the 2.5-for-1 reverse stock split in February 2011) to be issued to LPC under the agreement. Since June 24, 2010, we sold and/or issued an aggregate of 798,373 shares of Common Stock to LPC, including 185,053 shares during the three months ended June 30, 2012 for which it received aggregate proceeds of $139,609. In addition, we issued to LPC warrants to purchase another 40,000 shares. As a result, as of June 30, 2012, zero shares covered by the registration statement remain available for sale.

During August 2012, the Company entered into binding subscription agreements with unaffiliated accredited investors pursuant to which such investors have agreed to purchase approximately $240,000 worth of shares of Common Stock at a price equal to 90% of the consolidated closing bid price of a share of Common Stock as reported on the NASDAQ Capital Market on the last trading day immediately preceding the closing date of the transaction. The transaction is expected to close during the third quarter of 2012. There was no placement agent or other intermediary involved in this private placement transaction and the Company is not obligated to register the shares of Common Stock to be issued to the investors.

On November 10, 2010, the Securities and Exchange Commission declared effective a registration that we had filed to cover the resale of the shares issued and sold (or to be issued and sold) to the Selling Shareholder. On March 25, 2011 we filed a prospectus supplement to the prospectus included in that registration statement that included our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Annual Report”). The 2010 Annual Report, including our audited financial statements as of and for the year ended December 31, 2010, and the notes thereto, were physically attached and incorporated into the prospectus supplement. At the time, we believed that the filing of this prospectus supplement fulfilled our obligation to update the registration with current financial information pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended. However, we have since been advised that the proper manner for updating a registration statement is to file a post-effective amendment. As a result, 93,175 shares sold pursuant to that prospectus in open market transactions from December 30, 2010 through January 23, 2011 violated Section 5 of the Securities Act of 1933, as amended, and the purchasers of those shares may have rescission rights (if they still own the shares) or claims for damages (if they no longer own the shares.). Shares that are subject to rescission or redemption requirements that are outside of our control are classified outside of permanent equity until they are no longer subject to rescission or redemption. Accordingly, we reclassified $71,183 as Common stock subject to rescission.

Operations and Liquidity Management

Historically, we have incurred net losses and used cash from financing activities to fund our operations. Over the past two years, we refocused our business strategies, significantly improving our margins and reducing our expenses, while also expanding our growth opportunities and significantly improving our operating results and cash flow performance. During that period, we also renewed our credit facility, closed several equity transactions and entered into a stock purchase agreement with LPC to improve our liquidity and provide capital to grow our business.

As of June 30, 2012, our cash balance was approximately $700,000 and we have the ability to borrow approximately $300,000 under the SVB Credit Facility. Cash used in continuing operations for the six months ended June 30, 2012 was $131,327, an improvement of $144,801 from the first six months of 2011. The level of additional capital needed to fund operations and our ability to conduct business for the next year is influenced primarily by the following factors:

● The pace of growth in the gaming business and the related investments in inventory and spending on development and regulatory efforts;

● The launch of new products, such as ProCore, which will require additional investments in inventory as we seek to expand that line of business;

● Our ability to control our operating expenses as the business grows;

● Our ability to negotiate favorable payment terms with our customers and vendors;

● Our ability to access the capital markets and maintain availability under our credit line;

● Demand for our products the ability of our customers to pay us on a timely basis; and

● General economic conditions as well as political events and legal and regulatory changes.

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Our operating plan for 2012 calls for balancing revenue growth with operating expense and working capital management, and carefully monitoring the impact of growth on our cash needs and cash balances. We have demonstrated a trend of improving operating results over the past two years and we expect those improving trends to continue through 2012.

Our operations were recently impacted by regulatory changes in Mexico that significantly reduced revenue and gross margins in the fourth quarter of 2011. In response, we implemented new expense reduction initiatives in late 2011 to partially offset the impact of Mexico. While we believe the loss of business in Mexico to be temporary, we are building our operating plans based on replacing that business with new placements planned in other jurisdictions in 2012. We moved a portion of our electronic gaming tables from Mexico back to the United States to meet anticipated demand from those other markets.

We believe the capital resources available to us will be sufficient to fund our ongoing operations and to support our operating plans for at least the next 12 months. However, we may seek to raise additional capital or expand our existing credit facilities to fund growth. We cannot assure you that, in the event we need additional working capital, adequate additional working capital will be available or, if available, will be on terms acceptable to us. If we are unable to raise additional capital or expand our credit facilities, our ability to conduct business and achieve our growth objectives would be negatively impacted.

Contractual Obligations

The table below sets forth our known contractual obligations as of June 30, 2012:

	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Debt obligations(1)	$	700,000	$	52,943	$	647,057	$	-	$	-
Operating lease obligations(2)		233,088		139,584		93,504		-		-
Purchase obligations(3)		950,407		950,407				-		-
Other long-term liabilities (4)		323,598		70,342		253,256		-		-
Total	$	2,207,093	$	1,213,276	$	993,817	$	-	$	-

(1)    Represents the outstanding principal amount on the Founders’ Loan.

(2)    Represents operating lease agreements for office and storage facilities and office equipment.

(3)    Represents open purchase orders with our suppliers.

(4)    Represents purchase of gaming inventory from Aristocrat.

Customer Dependence

As of June 30, 2012, five of our customers made up approximately 71.7% of our total revenues, with one accounting for 37.6%, a second accounting for 19.0%, a third accounting for 6.2%, a fourth accounting for 5.2%, and a fifth accounting for 3.7%. As of June 30, 2011, five of our customers made up approximately 49.7% of our total revenues, with one accounting for 27.4%, a second accounting for 6.8%, a third accounting for 5.9%, a fourth accounting for 4.8%, and a fifth accounting for 4.8%. The loss of any of these customers or changes in our relationship with them could have a material adverse effect on our business.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 1 – “Nature of Business and Significant Accounting Policies” to our consolidated financial statements appearing elsewhere in this report, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

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These consolidated financial statements should be read in conjunction with the consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2011. Certain reclassifications have been made to prior periods’ financial information to conform to the current period presentation.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements. 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Reference is made to “Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. There have not been significant changes in our exposure to market risk since December 31, 2011.

Item 4.  Controls and Procedures.

(a) Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(c) and 15-d-15 (e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A.  Risk Factors.

Information regarding our risk factors appears in Part 1, Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2011, as amended. These risk factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations. There have been no material changes to the risk factors contained in our annual report except for the following additional risk:

We may be subject to claims for rescission or damages in connection with certain sales of shares of our Common Stock in the open market.

On November 10, 2010, the Securities and Exchange Commission declared effective a registration that we had filed to cover the resale of the shares issued and sold (or to be issued and sold) to the Selling Shareholder. On March 25, 2011 we filed a prospectus supplement to the prospectus included in that registration statement that included our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Annual Report”). The 2010 Annual Report, including our audited financial statements as of and for the year ended December 31, 2010, and the notes thereto, were physically attached and incorporated into the prospectus supplement. At the time, we believed that the filing of this prospectus supplement fulfilled our obligation to update the registration with current financial information pursuant to Section 10(a)(3) of the Act. However, we have since been advised that the proper manner for updating a registration statement is to file a post-effective amendment. As a result, 93,175 shares sold pursuant to that prospectus in open market transactions from December 30, 2010 through January 23, 2011 violated Section 5 of the Securities Act of 1933, as amended, and the purchasers of those shares may have rescission rights (if they still own the shares) or claims for damages (if they no longer own the shares.) Shares that are subject to rescission or redemption requirements that are outside of our control are classified outside of permanent equity until they are no longer subject to rescission or redemption. Accordingly, we reclassified $71,183 as Common stock subject to rescission. In addition, we also may have indemnification obligations to the Selling Shareholder.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

As of July 23, 2012, pursuant to the Second Loan Modification Agreement, $100,000 of the remaining principal balance ($700,000) of the Founders’ Loan was converted into 133,334 shares of our common stock, reflecting a conversion price of $0.75 per share, the closing price of a share of our common stock on Friday, July 20, 2012 as reported by the NASDAQ Capital Market

This transaction was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Sections 4(2) and 4(5) of the Act. All of the foregoing shares will be issued by our transfer agent as promptly as practicable after compliance with NASDAQ rules with respect to the listing of additional shares and will bear a legend restricting their transfer other than pursuant to registration or exemption from registration pursuant to the Act.

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Item 6.  Exhibits.

Exhibit No.	Description
10.1	Form of Loan Modification Agreement, dated July 23, 2012, by and among the Registrant and Gehrig White and Arthur Lomax.  (incoprorated by reference in Exhibit 10.1 to our Current Report on Form 8-K filed on July 27, 2012.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101 PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Furnished with this report. In accordance with rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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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.

	POKERTEK, INC.
Date: August 10, 2012
	/s/ Mark D. Roberson
	Mark D. Roberson
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and Principal Financial Officer)

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POKERTEK, INC.

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Loan Modification Agreement, dated July 23, 2012, by and among the Registrant and Gehrig White and Arthur Lomax.  (incoprorated by reference in Exhibit 10.1 to our Current Report on Form 8-K filed on July 27, 2012.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension label Linkbase

* Furnished with this report. In accordance with rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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