8-K

United States

Securities and Exchange Commission

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 13, 2012

SHFL entertainment, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or Other Jurisdiction of Incorporation or Organization)	0-20820 (Commission File Number)	41-1448495 (IRS Employer Identification No.)
1106 Palms Airport Drive, Las Vegas, Nevada 89119 (Address of Principal Executive Offices) Registrant’s Telephone Number, Including Area Code: (702) 897-7150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On December 17, 2012, SHFL entertainment, Inc. (NASDAQ National Market: SHFL) (either the “Company,” “we” or “our”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended October 31, 2012.  The full text of the press release is furnished as Exhibit 99.1 to this report.  Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective December 13, 2012, we made conforming changes to our Amended and Restated Bylaws to reflect our name change from Shuffle Master, Inc. to SHFL entertainment, Inc.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws of SHFL entertainment, Inc., effective December 13, 2012.

99.1   Press release dated December 17, 2012, regarding the Company’s financial results for its fourth quarter and fiscal year ended October 31, 2012.

SIGNATURE

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.

SHFL entertainment, Inc.

(Registrant)

Date:  December 17, 2012

/s/ MICHAEL GAVIN ISAACS

Michael Gavin Isaacs

Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS

OF

SHFL entertainment, Inc.

ARTICLE I

OFFICES

1.01     Registered Office.  The registered office of the corporation shall be 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730. The Board of Directors (the "Board") shall have authority to change the registered office of the corporation from time to time, and any such change shall be registered by the Secretary of the corporation (the "Secretary"), or another authorized officer, with the Secretary of State.

1.02     Offices.  The corporation may have such other offices, including its principal business office as the Board may designate or as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

2.01     Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such time and place, either within or without the State of Minnesota, as shall be designated from time to time by the Board, including by any combination of means of remote communication through which the shareholders may participate in the meeting, if notice of the meeting is given to every holder of shares entitled to vote, and if the number of shares held by the shareholders participating in the meeting would be sufficient to constitute a quorum at a meeting, or by written consent of all the shareholders entitled to vote, at which time the shareholders, voting as provided in the Articles of Incorporation, shall elect Directors for the ensuing year, and shall transact such other business as shall properly come before them.  The chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting.  Any business may be transacted at such reconvened meeting that might have been transacted at the meeting that was adjourned.

2.02     Special Meetings.  Special meetings of the shareholders may be called for any purpose or purposes at any time upon request of the chief executive officer ("CEO"); the President of the corporation acting in the capacity of the CEO; the chief financial officer of the corporation (the "CFO"); two or more directors; or a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares entitled to vote, except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the Board for that purpose, must be called by 25 percent (25%) or more of the voting power of all shares entitled to vote.  Notice shall be given in accordance with the provisions of Section 2.05 hereof.  Special meetings of the shareholders of the corporation shall be held at such time and place, either within or without the State of Minnesota, as shall be designated from time to time by the Board, including by any combination of means of remote communication through which the shareholders may participate in the meeting, if notice of the meeting is given to every holder of shares entitled to vote, and if the number of shares held by the shareholders participating in the meeting would be sufficient to constitute a quorum at a meeting, or by written consent of all the shareholders entitled to vote.  The chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting.  Any business may be transacted at such reconvened meeting that might have been transacted at the meeting that was adjourned.

2.03     Quorum.  The holders of a majority of the shares outstanding and entitled to vote, represented either in person or by proxy, shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting, at which a quorum of the shareholders is present, may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.  In the case a quorum is not present at any meeting, those present shall have the power to adjourn the meeting from time to time, without notice or other announcement at the meeting, until the requisite number of voting shares shall be represented. Any business may be transacted at such reconvened meeting which might have been transacted at the meeting which was adjourned.

2.04     Voting. At each meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy duly appointed by an instrument in writing subscribed by such shareholder. Each shareholder shall have one (1) vote for each share having voting power standing in his name on the books of the corporation. Upon demand of any shareholder, the vote for directors, or the vote upon any question before the meeting shall be by ballot. Directors shall be elected by a plurality of the voting power of the shares present and entitled to vote on the election of directors at a meeting at which a quorum is present.  All questions other than the election of directors shall be decided by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business, or (b) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except where the Articles of Incorporation, these Bylaws, or the Minnesota statute require a larger proportion or number.

2.05     Notice of Meetings.  There shall be mailed or delivered to each shareholder, shown by the books of the corporation to be a holder of record of voting shares, at his address as shown by the books of the corporation or otherwise in accordance with the Minnesota statute, a notice setting out the time and place of each annual meeting and each special meeting, which notice shall be mailed or delivered at least ten (10) days prior thereto; except that notice of a meeting at which an agreement of merger or consolidation is to be considered shall be mailed or delivered to all shareholders of record, whether entitled to vote or not, at least two (2) weeks prior thereto. Notice of each special meeting shall state the purpose or purposes for which the meeting has been called, pursuant to Section 2.02, and the business transacted at all special meetings shall be confined to the purpose stated in the notice. Notice may be waived in writing signed by the shareholder pursuant to Section 4.01. Such waiver may be given before or after the meeting and shall be entered into the corporate minute book to become a permanent record therein.

2.06     Proxies.  At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary (or if no Secretary has been appointed, with any officer) before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

2.07     Closing Transfer Books.  The Board may close the stock transfer books for a period of time not exceeding sixty (60) days preceding the date of any meeting of shareholders, payment of dividend, allotment of rights, change, conversion or exchange of capital stock or the date of obtaining consent of shareholders for any purpose.

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2.08     Record Date.  In lieu of closing the stock record books the Board may fix in advance a date, not exceeding sixty (60) days preceding the date of any of the aforesaid events, as a record date for the determination of shareholders entitled to notice of and to vote at any such meeting and any adjournment thereof, or to receive any such dividend or allotment of rights, or to exercise the rights in respect to any change, conversion or exchange of capital stock, or to give such consent and, in such case, only such shareholders on the record date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to receive such dividend or allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date so fixed. If the stock transfer books are not closed and no record date is fixed for such determination of the shareholders of record, the date on which notice of the meeting is mailed or delivered or the date of adoption of a resolution of the Board declaring a dividend, allotment of rights, change, conversion, or exchange of capital stock, or to give such consent, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders entitled to vote shall apply to any adjournment of such meeting except when the date of determination or the closing of the stock transfer books exceeds sixty (60) days preceding such adjourned meeting, in which event a new meeting must be called.

2.09     Presiding Officer.  The Chairman of the Board ("Chairman"), or such other person as is designated by the Chairman, shall preside over all meetings of the shareholders; provided, however, that in the absence of the Chairman or such other person as is designated by the Chairman to preside at any meeting of the shareholders, the shareholders present at the meeting shall choose any person present to act as presiding officer of the meeting.

2.10    Order of Business.  The suggested order of business at the annual meeting of shareholders, and so far as possible, at all other meetings of the shareholders, shall be as follows:

a.Calling of roll.

b.Proof of due notice of meeting, or unanimous waiver.

c.Reading and disposal of any unapproved minutes.

d.Annual reports of all officers and committees.

e.Election of directors.

f.Unfinished business.

g.New business.

h.Adjournment.

2.11    Action by Shareholders by Writing in Lieu of Meeting.  Any action which may be taken at a meeting of the shareholders may be taken without a meeting or notice thereof, if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote.

2.12    Nature of Business at Meetings of Shareholders.  Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 2.13) may be transacted at an annual meeting of shareholders of the corporation as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any shareholder of the corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2.12 and on the record date for the determination of shareholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.12.

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In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary (or if no Secretary has been appointed, to any officer).

To be timely, a shareholder’s notice must be delivered to or be mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of the shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or delivered or such public disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a shareholder’s notice must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and record address of such shareholder; (iii) as to the shareholder giving the notice, (A) the class, series and number of all shares of stock of the corporation that are owned by such shareholder, (B) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder, and (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such shareholder with respect to stock of the corporation and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such shareholder, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk of stock price changes for, such shareholder or to increase the voting power or pecuniary or economic interest of such shareholder with respect to stock of the corporation; (iv) a description of all agreements, arrangements, or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, including any anticipated benefit to the shareholder therefrom; (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and (vi) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies with respect to business brought at an annual meeting of shareholders pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder.

No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.12; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.12 shall be deemed to preclude discussion by any shareholder of any such business.  If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

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2.13    Nomination of Directors.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred stock of the corporation to nominate and elect a specified number of directors in certain circumstances.  Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, (a) by or at the direction of the Board (or any duly authorized committee thereof) or (b) by any shareholder of the corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2.13 and on the record date for the determination of shareholders entitled to notice of and to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.13.

In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary (or if no Secretary has been appointed, to any officer).

To be timely, a shareholder’s notice must be delivered to or be mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or delivered or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or delivered or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper written form, a shareholder’s notice must set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class, series and number of all shares of stock of the corporation which are owned by such person, (B) the name of each nominee holder of shares owned beneficially but not of record by such person and the number of shares of stock held by each such nominee holder, and (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person with respect to stock of the corporation and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk of stock price changes for, such person or to increase the voting power or pecuniary or economic interest of such person with respect to stock of the corporation; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder; (ii) (A) the class, series and number of all shares of stock of the corporation which are owned by such shareholder, (B) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder, and (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such shareholder with respect to stock of the corporation and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such shareholder, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk of stock price changes for, such shareholder or to increase the voting power or pecuniary or economic interest of such shareholder with respect to stock of the corporation; (iii) a description of all agreements, arrangements, or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, and any material interest of such shareholder in such nomination, including any anticipated benefit to the shareholder therefrom; (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.13.  If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

2.14Inspector of Election.  At each meeting of the shareholders, the chairman of such meeting may appoint one (1) or more inspectors of elections to act thereat, unless the Board shall have theretofore made such appointments.  Each inspector of elections so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an inspector of elections at such meeting with strict impartiality and according to the best of his ability.  The inspector(s) of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary (or if no Secretary has been appointed, with any officer) a certificate certifying the result thereof.

ARTICLE III

DIRECTORS

3.01     General Powers.  The property, affairs, and business of the corporation shall be managed by the Board.

3.02     Number.  The number of directors shall be not less than five (5).  The size of the Board shall be determined from time to time by resolution of the Board; provided that no decrease in the number of directors pursuant to this Section shall effect the removal of any director then in office except in compliance with the Minnesota statute.

3.03     Qualifications and Term of Office.  Directors need not be shareholders or residents of this state. Directors shall be elected by the shareholders at the annual meeting, for a term of one (1) year. Each of the directors of the corporation shall hold office until the annual meeting next following or closely coinciding with the expiration of his term of office and until his successor shall have been elected and shall qualify, or until he shall resign, or shall have been removed as provided by the Minnesota statute. At all times, the number, qualifications, term, and composition of the Board shall comply with any applicable SEC, NASDAQ and similar rules and regulations.

3.04     Quorum.  A majority of the Board shall constitute a quorum for the transaction of business, provided, however, that if any vacancies exist by reason of death, resignation or otherwise, a majority of the remaining directors, but not less than two (2) shall constitute a quorum, except when a board of one (1) director is authorized pursuant to Section 3.02, then one (1) director shall constitute a quorum for the conduct of business. If less than a quorum is present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Unless otherwise required by the Articles of Incorporation, these Bylaws, or the Minnesota statute, any action may be taken by a simple majority vote of all directors present and voting.

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3.05     Meetings.  Regular meetings of the Board shall be held from time to time at such time and place as may from time to time be fixed by resolution adopted by a majority of the whole Board, or at such time and place as shall be fixed by the CEO or Chairman.  Special meetings of the Board may be held at such time and place as may from time to time be designated in the notice.  Special meetings of the Board may be called by the CEO, Chairman, or by any two (2) directors. Unless notice shall be waived by all directors entitled to notice, at least forty-eight (48) hours notice of the special meeting shall be given to each director by the fastest practicable means; provided, however, that meetings may be held without waiver of notice from or giving notice to any director while in the Armed Forces of the United States.

3.06     Compensation.  Directors and any members of any committee of the corporation contemplated by these Bylaws or otherwise provided for by resolution of the Board, shall receive such compensation therefore as may be determined from time to time by resolution of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving proper compensation therefore.

3.07     Executive Committee.  The Board, by majority vote, may elect an executive committee to serve at the pleasure of the Board, consisting of two (2) members of the Board. The executive committee shall possess and may exercise all of the powers of the Board to direct the management of the business affairs of the corporation, provided, however, that in no event may it take action to declare a dividend, authorize the issuance of stock, recommend an amendment to the Articles of Incorporation, recommend an agreement of merger or consolidation, recommend the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommend a dissolution of the corporation or amend its Bylaws. The executive committee shall fix its own rules of procedure. It shall meet as provided by such rules or by call of either member of the committee.

3.08     Vacancies.  Any vacancies in the Board or Executive Committee shall be filled by the remaining directors of the Board, or remaining members of the Executive Committee from other members of the Board, though less than a quorum, and each director so elected shall act as a director until his successor is elected by the shareholders, who may make such election at their next annual meeting or at any meeting called for that purpose, and each member of the Executive Committee so elected shall serve until the next annual or other meeting at which a Board is elected by the shareholders.

3.09     Order of Business.  The suggested order of business at any meeting of the directors shall be as follows:

a.Roll call.

b.Proof of due notice of meeting or unanimous waiver of notice.

c.Reading and disposal of any unapproved minutes.

d.Reports of officers and committees.

e.Election of officers.

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f.Unfinished business.

g.New business.

h.Adjournment.

The Executive Committee may adopt a similar procedure for its order of business by an affirmative vote of a majority of its entire membership.

3.10    Action by Directors by Writing in Lieu of Meeting.  The Board may take any action required or permitted to be taken at a duly convened Board meeting, by written action signed by a majority of the members of the Board.

3.11    Telephone Meetings.  Any director, or other member of any committee created by the Board, may participate in any meeting of the Board, or of any committee, by means of conference telephone or other communications equipment, provided all persons participating in the meeting are able to hear each other; participation thereby shall be deemed to be presence in person at such meetings.

ARTICLE IV

WAIVER OF NOTICE

4.01     Requirement of Waiver in Writing.  Whenever any notice is required to be given by the Articles of Incorporation, these Bylaws, or the Minnesota statute, a waiver thereof in writing, signed by the person or persons entitled to notice, shall be deemed equivalent thereto, whether given before, at or after the meeting to which the notice pertains.

4.02     Presence at Meeting.  Notwithstanding any other Section of these Bylaws, attendance and participation at any meeting of shareholders or directors by any person entitled to vote shall be deemed to constitute waiver of notice by that person.

ARTICLE V

CORPORATE OFFICERS

5.01     Officers.  The Corporate Officers of the corporation shall, at the minimum, consist of a CEO and a CFO, and, at the discretion of the CEO and the Board, a President, a Secretary, one or more Corporate Vice-Presidents, a Chief Operating Officer, one or more assistant secretaries or assistant treasurers, or such other Corporate Officers as may be determined from time to time. The General Counsel of the corporation may or may not be designated as a Corporate Officer. None of the Corporate Officers of the corporation need be directors of the corporation. Two or more Corporate Officer positions may be held by the same person. The Board may also elect a Chairman, who shall be an “independent director” (as defined in Nasdaq Rule 5605(a)(2), or its successor, or, in the event the Corporation’s securities become listed on another securities exchange, then the applicable corporate governance rules of such exchange shall apply), but the Chairman position, standing alone, shall not be a Corporate Officer position.

5.02     Election, Term of Office, and Qualifications.  The Board shall elect the CEO, and, after considering the recommendations of the CEO, shall elect the CFO, and if there shall be any such, then the President, Secretary, General Counsel, Chief Operating Officer, Corporate Vice Presidents or Assistant Officers and any other Corporate Officer. Board election shall be a prerequisite for an individual being a Corporate Officer.  Such Corporate Officers shall hold office until their successors are elected and qualified; provided, however, that any such Officer (and the General Counsel, if not a Corporate Officer) may be removed with or without cause by a majority vote of the directors at a properly convened Board meeting with a quorum of the directors present, irrespective of any contractual obligations of employment. All Corporate Officers (and the General Counsel, if not a Corporate Officer) hold their offices at the pleasure of the Board.

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5.03     Chief Executive Officer.  The CEO shall have the responsibility for the general policy and business of the corporation; for the active management of the business of the corporation; for establishing, in connection with the Board, and implementing both the short-term and long-term goals of the corporation, including without limitation strategic and succession planning objectives; and for seeing that all orders and resolutions of the Board are carried into effect. On at least an annual basis, the CEO shall select, subject to the Board’s ratification, the CFO and if there be any such, the President, Secretary, General Counsel and other Corporate Officers; if the CEO fails to so select, the Board shall do so. The CEO may execute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, as may be prescribed from time to time by the Board, and, in general, shall perform all duties usually incident to the office of the chief executive officer of publicly – traded companies, as well as such other duties as may from time to time be assigned to him by the Board.  The CEO shall report to the Board.

5.04     President.  The President shall perform such duties as may from time to time be assigned to him by the CEO and/or the Board, or as otherwise set forth in these Bylaws. As a general matter, the President shall, at the direction of the CEO, help implement the policies, orders and resolutions of the CEO and/or the Board. The President may also be, but need not be, the Chief Operating Officer of the corporation, if so determined by the CEO and the Board. In the absence or disability of the CEO, the President, on an interim basis, shall perform the duties and exercise the powers of the CEO, as well as such other duties and have such other powers as the Board may determine, designate, or otherwise direct. The President shall report to the CEO.

5.05     Corporate Vice-Presidents.  Each Corporate Vice-President shall have such powers and shall perform such duties as may be specified in these Bylaws or prescribed by either the CEO, the President, or the Board. Merely because an employee of the corporation has the title "Vice-President" does not make him a Corporate Officer of the corporation, unless the Board has elected or ratified the individual as a Corporate Vice-President. In the event of the absence or disability of both the CEO and the President, then the Corporate Vice-Presidents, in the order designated by the Board, shall, on an interim basis, succeed to the powers and duties of the CEO and the President, as may be determined and designated, and until directed otherwise, by the Board.

5.06     Secretary.  The Secretary shall be the secretary of and shall attend all meetings of the shareholders and the Board. He shall act as clerk thereof and shall record all the proceedings of such meetings in the minute book of the corporation. He shall, with the CEO and/or the President, acknowledge all certificates for shares of the corporation and shall perform such other duties as may be prescribed from time to time by the Board. The Secretary, in his secretary functions, shall report to the Chairman.

5.07     Chief Financial Officer.  The CFO shall be the Treasurer of the corporation. The CFO shall keep accurate accounts of all monies of the corporation received or disbursed. He shall deposit all monies, drafts, and checks, in the name of and to the credit of the corporation in such banks and depositories as the Board shall designate from time to time. He shall have power to endorse for deposit all notes, checks and drafts received by the corporation. He shall disburse the funds of the corporation as authorized by the Board. He shall render to the CEO, and to the Board, whenever required, an account of all of his transactions as CFO, and of the financial condition of the corporation, and shall perform such other duties and have such other responsibilities as may be prescribed by the CEO or Board from time to time. The CFO shall report to the CEO and, when and as appropriate, to the Board.

Amended and Restated Bylaws - Page 9 of 14

5.08     Assistant Officers.  In the event that absence or disability of any Corporate Vice-President, Secretary, or CFO, an assistant to such Officers elected by the Board shall succeed to the powers and duties of the absent Officer in the order in which they are elected or as otherwise prescribed by the Board, until such principal Officer shall resume his duties or a replacement shall be elected by the Board. Such Assistant Officer shall exercise such other powers and duties as may be delegated to them from time to time by the Board, but they shall be subordinate to the principal Officer they are designated to assist.

5.09     General Counsel.  The General Counsel shall be the Chief Legal Officer of the corporation (even if he is not a Corporate Officer) and shall generally manage and be responsible for all legal matters involving the corporation. He shall report to the CEO and, when and as appropriate, to the Board.

5.10    Chairman of the Board.  The Chairman shall preside at all meetings of the Board and of any Executive Committee thereof, shall establish the agenda for all Board meetings, and shall exercise such other powers as the Board may from time to time direct. He shall also establish, along with the Board, the agenda for all meetings of the shareholders.  The Chairman shall also, as a general matter, be involved in other activities which are usually incident to the position of chairman of the board of publicly-traded companies. In the absence of the Chairman, an independent director (as defined in Nasdaq Rule 5605(a)(2), or its successor, or, in the event the Corporation’s securities become listed on another securities exchange, then the applicable corporate governance rules of such exchange shall apply) as designated by the Board shall preside at all meetings of the Board and the Executive Committee of the Board.  In no event shall the same person serve as both Chairman and CEO simultaneously.

5.11    Salaries of Officers.  The CEO’s salary, for each fiscal year, shall be fixed by the Board. The salaries of the other Corporate Officers (and the General Counsel, if he is not a Corporate Officer), for each fiscal year, after considering the recommendations of the CEO, shall be set by the Board (or the compensation committee) no later than the approximate start of each fiscal year. No Corporate Officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation. The corporation may require any officer or key employee of the corporation to enter into an agreement with the corporation providing that any payments made to, or on behalf of, the officer or key employee, including, but not limited to, salary, commission, bonus, interest, rent, reimbursement or travel and entertainment expense incurred by him, which shall be finally disallowed by the Internal Revenue Service in whole or in part as an expense deductible by this corporation, shall be repaid by such officer or key employee to the corporation to the full extent of such disallowance. This amount shall be repaid to the corporation by the officer or key employee in such manner as may be determined by the Board. The final disallowance of a deduction shall be deemed to occur upon the agreement between the corporation and the Internal Revenue Service with regard to the disallowance or upon final court decision, including appeal thereof, establishing said disallowance. It shall be the duty of the Board, as a Board, to enforce the repayment of all disallowed amounts by any officer or key employee hereof.

Amended and Restated Bylaws - Page 10 of 14

ARTICLE VI

INDEMNIFICATION

6.01     Indemnification.  Directors, officers, committee members, and other persons shall have the rights to indemnification to the fullest extent provided by Section 302A.521 of the Minnesota Statutes and laws amendatory thereof and supplementary thereto.

6.02     Not Exclusive Remedy.  The indemnification provided by these Bylaws shall not exclude any other right to which an officer or director may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and the grant or enforcement of any such right shall not imply that the corporation may not provide lawful indemnification or advancement of expenses to any officer, director, agent or employee not expressly provided for in these Bylaws. Nothing contained in these Bylaws shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

6.03     Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity.

ARTICLE VII

SHARES AND THEIR TRANSFER

7.01     Certificates of Stock and Uncertificated Shares of Stock.  Shares of stock of the corporation may be certified or uncertified as provided under Minnesota law. Every owner of stock of the corporation shall, at his election, be entitled to a certificate, to be in such form as the Board prescribes, certifying the number of shares of stock of the corporation owned by him. The certificates for such shares shall be numbered in the order in which they shall be issued and shall be signed in the name of the corporation by the CEO and by the Secretary, or by any other proper officer of the corporation authorized by the Board. A record shall be kept of the name of the person, firm or corporation owning the stock of the corporation whether or not represented by a certificate, and the respective issue dates thereof, and in the case of cancellation, the respective dates of cancellation. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled and no other certificate or certificates shall be issued in exchange for any existing certificates until such existing certificates shall have been so cancelled except in cases provided for in Section 7.05 of this Article VII.

7.02     Facsimile Signature.  Where any certificate is manually signed by a transfer agent, a transfer clerk or by a registrar appointed by the Board to perform such duties, a facsimile or engraved signature of the CEO and Secretary, or other proper officer of the corporation authorized by the Board may be inscribed on the certificate in lieu of the actual signature of such officer. The fact that a certificate bears the facsimile signature of an officer who has ceased to hold office shall not affect the validity of such certificate if otherwise validly issued.

7.03    Issuance of Shares.  Subject to the provisions and limitations of the Articles of Incorporation, the Board is authorized to cause to be issued shares of the corporation, to the full amount of such authorized shares, and at such times as may be determined by the Board and as may be permitted by law.

Amended and Restated Bylaws - Page 11 of 14

7.04     Transfer of Shares.  Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate, or, as to uncertificated shares of stock, by the shareholder as shown on the ownership records as kept by the corporation, or the shareholder’s legal representative, or duly authorized attorney-in-fact, and, in the case of shares represented by a certificate, upon surrender for cancellation of the certificate or certificates for such shares. The shareholder in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided, that when any transfer of shares shall be made as collateral security, and not absolutely, such facts, if known to the corporation, or to the transfer agent, shall be so expressed in the entry of transfer.

7.05     Lost Certificates.  Any shareholder claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact in such form as the Board may require, and shall, if the directors so require, give the corporation a bond of indemnity in form and with one or more sureties satisfactory to the Board, in an amount determined by the Board not exceeding double the value of the stock represented by such certificate to indemnify the corporation, against any claim that may be made against it on account of the alleged loss or destruction of such certificate; whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

7.06     Indebtedness of Shareholders.  The corporation shall have a first lien on all the shares of its capital stock and upon all dividends declared upon the same for any indebtedness of the respective holders thereof to the corporation.

7.07     Transfer Agent and Registrar.  The Board may appoint one or more transfer agents or transfer clerks, and one or more registrars and may require all certificates for shares to bear the signature or signatures of any of them.

ARTICLE VIII

DIVIDENDS AND SURPLUS

8.01     Dividends.  Subject to the provisions of the Articles of Incorporation and of these Bylaws, the Board may declare dividends from the net profits or net assets of the corporation available for dividends whenever, and in such amounts as, in its opinion, the condition and the affairs of the corporation shall render it advisable.

8.02     Use of Surplus, Reserves.  Subject to the provisions of the Articles of Incorporation and of these Bylaws, the Board in its discretion may use and apply any of the net profits or net assets of the corporation available for such purpose in purchasing or acquiring any of the shares of the capital stock of this corporation in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness, or from time to time may set aside from its net assets or net profits such sum or sums as it, in its absolute discretion, may think proper as a reserve fund to meet contingencies, or for the purpose of maintaining or increasing the property or business of the corporation or for any other purpose it may think conducive to the best interests of the corporation.

ARTICLE IX

FINANCIAL AND PROPERTY MANAGEMENT

9.01     Fiscal Year.  The fiscal year of the corporation shall be the calendar year, unless otherwise determined by the Board.

Amended and Restated Bylaws - Page 12 of 14

9.02     Audit of Books and Accounts.  The books and accounts of the corporation shall be audited at such times as may be ordered by the Board.

9.03     Contracts.  The Board or such officer or person to whom such power shall be delegated by the Board by resolution, except as otherwise provided in these Bylaws, may authorize any officer, agent or employee, either by name or by designation of their respective offices, positions or classes, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances, and unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

9.04     Checks.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by the Treasurer or such other officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

9.05     Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

9.06     Voting Securities Held by Corporation.  The CEO, or other agent designated by the Board, shall have full power and authority on behalf of the corporation to attend, act and vote at any meeting of security holders of other corporations in which this corporation may hold securities. At such meeting, the CEO, or such other agent, shall possess and exercise any and all rights and powers incident to the ownership of such securities which the corporation might possess and exercise.

9.07     Loans.  Except as authorized by vote of the Board or as authorized by such officer, agent, employee or other person to whom authority to borrow money shall be delegated by the Board by resolution, no loans shall be contracted on behalf of this corporation, and no negotiable paper shall, be issued in its name.

ARTICLE X

AMENDMENT OF BYLAWS

10.01    Action by Board of Directors.  The Board may from time to time by vote of the majority of its members, make, alter, amend or rescind all or any part of the Bylaws of this corporation subject to the power of its shareholders to change or repeal such Bylaws. Such authority in the Board is subject to the powers of the voting shareholders to enact, change or repeal such Bylaws by majority vote of the shareholders present and represented at any annual meeting or at any special meeting called for that purpose.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.01    Whenever the context of these Bylaws require, the masculine gender includes the feminine or neuter and the singular number includes the plural.

Amended and Restated Bylaws - Page 13 of 14

CERTIFICATION OF AMENDED AND RESTATED BYLAWS

The undersigned, on behalf of the Board of Directors, does hereby certify that the Board of Directors, effective December 13, 2012, hereby adopts the foregoing Amended and Restated Bylaws to be the Bylaws of the corporation and to supersede all previously existing Bylaws.

/s/ GARRY W. SAUNDERS

Garry W. Saunders

Chairman of the Board

Amended and Restated Bylaws - Page 14 of 14

EX-99.1

Exhibit 99.1

1106 Palms Airport Dr. Las Vegas, NV 89119 www.shfl.com
News Release
FOR FURTHER INFORMATION CONTACT: Julia Boguslawski Investor Relations/ Corporate Communications ph:     (702) 897-7150 email: jboguslawski@shfl.com	Gavin Isaacs, CEO Linster W. Fox, CFO               ph: (702) 897-7150             fax: (702) 270-5161

SHFL ENTERTAINMENT, INC. REPORTS FOURTH QUARTER AND FISCAL YEAR ENDED 2012 RESULTS

SHFL entertainment Achieves Record Quarterly and Annual Revenue and Net Income; Fiscal Year Adjusted Diluted Earnings Per Share Growth of 25%

LAS VEGAS, Nevada, December 17, 2012 - SHFL entertainment, Inc. (NASDAQ Global Select Market:  SHFL) (“SHFL” or the “Company”) today announced its results for the fourth quarter and fiscal year ended October 31, 2012.

"We had a strong finish to 2012 with record revenue of $73.6 million in the fourth quarter, driven by successful execution of our core businesses.  For the fiscal year, 14% growth on the top line, 12% recurring revenue growth, and 25% growth in adjusted earnings per share demonstrate yet another year of exceptional performance.  All but one of our product categories witnessed double digit revenue growth; that's impressive in any environment, and especially in this one," said Gavin Isaacs, SHFL's Chief Executive Officer.  "As we communicated throughout the year, we have been and intend to continue to invest in our business and look forward to reaping the benefits in the future.  Entering the new fiscal year, we believe we are well-positioned for sustainable growth as we benefit from continued MD3 card shuffler placements, global expansion of our slot machine business, improved e-Table offerings, and meaningful opportunities created from the power of our specialty table game brands, both in brick and mortar casinos and online casinos.”

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Fourth Quarter 2012 Financial Highlights

¨   Total revenue increased 12% to a record $73.6 million, up from $65.7 million over the prior year period.

¨   Recurring revenue grew 14% year-over-year to $31.5 million, due to growth in the Utility, Proprietary Table Game (“PTG”), and Electronic Table Systems (“ETS”) segments.

¨   GAAP net income increased 11% year-over-year to a record $10.8 million.

¨   Diluted earnings per share ("EPS") grew 6% year-over-year to $0.19. This includes approximately $1.0 million in one-time rebranding expenses related to the Company's name change and set-up costs associated with establishing its new international operations in Gibraltar and Latin America.

¨   Gross margin increased 110 basis points year-over-year to 64%, due to strong PTG recurring revenue growth and improved ETS performance.

¨   Operating income margin remained relatively flat year-over-year at 22%.

¨   Adjusted EBITDA increased 6% to a record $23.9 million from $22.7 million.

¨   Selling, general and administrative ("SG&A") expenses increased $2.9 million year-over-year to $21.4 million. The increase primarily came from $1.1 million in legal expenses such as increased litigation, patent, and trademark costs.  The year-over-year increase was also due to greater sales and profit-driven commissions and related expenses, in addition to the establishment of the Company’s new international operations.  Greater total marketing costs predominantly related to the Company’s re-branding also contributed to the increase.

¨   Research & Development (“R&D”) expenses increased approximately $1.0 million year-over-year to $9.1 million largely due to development costs associated with the Company’s iGaming content delivery platform and online versions of its proprietary table games, and to a lesser extent, product enhancement initiatives in the Utility segment.

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¨   Free Cash Flow (“FCF”)1, a non-GAAP financial measure, was $12.3 million, a decrease of 22% year-over-year primarily due to an increase in cash taxes paid from increased profitability and our Australian entities' full utilization of net operating losses in fiscal 2011.  To a lesser extent, FCF declined due to an increase in capital expenditures largely related to the development of the Company’s iGaming content delivery platform and its purchase of servers for its overseas iGaming operations.

Fiscal Year 2012 Financial Highlights

¨   Revenue increased 14% year-over-year to $259.0 million – a Company record.

¨   Recurring revenue grew 12%, or $12 million, to $118.2 million and comprised 46% of total Company revenue.

¨   The Company paid off its remaining revolving line of credit balance in the fourth quarter and its cash and cash equivalents totaled $24.2 million. On October 31, 2011 the Company’s net debt (total debt less cash and cash equivalents) was $17.1 million.

¨   Gross margin increased 110 basis points year-over-year to 64%. The increase was driven by strong growth in recurring and sales revenue.

¨   GAAP net income was a Company record at $38.6 million, compared to $31.6 million in fiscal year 2011. Diluted EPS increased to $0.68 compared to $0.57 last year. This includes one-time rebranding costs associated with the Company's name change and set-up expenses for its new international operations of approximately $1.0 million.  Excluding the impact of due diligence expenses associated with the Company’s terminated acquisition of Ongame in the fiscal year, EPS grew 25% to $0.71.

¨   Operating income margin increased 110 basis points year-over-year to 21%.  Excluding the impact of due diligence expenses associated with the Company’s terminated acquisition of Ongame in the fiscal year, operating margin was 22%.

¨   Adjusted EBITDA grew 17% to $87.0 million, a Company record, from $74.7 million in fiscal year 2011.

_________________________

1 Free Cash Flow is Adjusted EBITDA less capital expenditures and cash paid for taxes.

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¨   SG&A increased $8.8 million, or 13% year-over-year, to $77.4 million. Greater compensation and related expenses of $4.1 million primarily drove the increase as a result of higher sales and profit-driven commissions and related expenses, in addition to a full year of compensation for several executive-level positions that were filled in fiscal 2011.  $2.2 million in due diligence expenses from the terminated Ongame acquisition was also a key contributor to the increase.  Greater legal expenses of $1.5 million from various litigation matters, as well as regulatory and licensing expenses associated with the Company’s iGaming segment also contributed to the year-over-year increase.  SG&A as a percentage of total revenue stayed constant at 30%.

¨   R&D expenses increased 16% year-over-year to $32.2 million.  Development of the Company’s iGaming content delivery platform and online versions of proprietary table games attributed to the increase, in addition to new title development for the Equinox cabinet.  Additional investment in ETS and Utility also contributed to the increase.

¨   FCF was $43.8 million, a decrease of 9% year-over-year primarily due to a $17.2 million increase in cash taxes paid.  In fiscal 2012, the Company paid cash taxes as a result of greater profitability across all of its international subsidiaries as well as the full utilization of net operating losses in Australia.  In fiscal 2011, the Company received a net refund of approximately $0.5 million.

¨   International revenue totaled $144.4 million in 2012 compared to $126.8 million 2011, and represents 56% of total Company revenue.

"We reported another very strong quarter and year both operationally and financially as we continue to develop and deliver compelling products to the industry," said Linster Fox, SHFL's Chief Financial Officer.  "With no debt on our revolving line of credit and inventory turns at the highest they've ever been, our optimization of working capital helps us fuel growth and create shareholder value.  That growth requires investment in SHFL to capitalize on the many organic opportunities for the Company, particularly in the iGaming space and expanding into markets where we’re underrepresented."

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Fourth Quarter 2012 Business Segment Highlights

Utility

¨   Total Utility recurring revenue grew 8% to $13.8 million. The increase was driven mainly by the Company’s upgrade initiative and new casino openings in the United States, resulting in increased MD3, iDeal, and Deckmate card shuffler lease placements.

¨   Total Utility revenue grew to $25.0 million, representing a 5% increase over the same period last year. Strong recurring revenue growth, partially offset by a decrease in sales revenue, drove growth during the quarter.

¨   The leased installed base of 8,285 shufflers at the end of the quarter represented a 9% year-over-year increase.

¨   Gross margin remained flat year-over-year at 62%.

¨   The MD3 total installed base increased by 361 units in the quarter to 1,742. Of the total installed base, 54% of units are on lease.

Proprietary Table Games

¨   Total PTG recurring revenue increased 14% year-over-year to $12.6 million during the fourth quarter primarily due to increased placements across all PTG categories: premium table games (Ultimate Texas Hold’em, Mississippi Stud), progressive units (Fortune Pai Gow Poker Progressive, Three Card Poker Progressive), and side bets (Fire Bet, Fortune Pai Gow Poker, Dragon Bonus).

¨   Total PTG revenue increased 23% to $13.8 million driven by strong lease placements and to a lesser extent, increased sales revenue.

¨   Gross margin increased 220 basis points year-over-year to 83% due to an increase in total revenues.

¨   The progressive installed base increased 333 units year-over-year to 1,193 units overall. Placements of Three Card Poker Progressive, Fortune Pai Gow Poker Progressive, and Ultimate Texas Hold’em Progressive drove installs year-over-year.

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Electronic Table Systems

¨   Total ETS recurring revenue grew 33% year-over-year to $4.9 million due to strong participation revenue from Table Master and Vegas Star.

¨   Total ETS revenue grew to $9.9 million. The 37% year-over-year increase was driven primarily by sales of Vegas Star Widescreen upgrades in Australia in addition to the growth in recurring revenue.

¨   Gross margin improved substantially year-over-year to 57% due to an increase in total segment revenue.

Electronic Gaming Machines (“EGM”)

¨   Total EGM revenue grew 6% year-over-year to $24.9 million. The increase was primarily driven by sales related to the Equinox Super Top Box, thenewslot title The Flintstones in Australia, as well as sales of 88 Fortunes in Asia.

¨   Gross margin decreased to 58% from 66% in the prior year period. This was due mainly to higher manufacturing costs in the current period as well as an increase in outsourced installation costs related to the Company’s expansion into new market segments in Australia.

¨   Total EGM placements fell 8% from 1,256 one year ago to 1,151 units. A decrease in Estar units on lease, offset slightly by sales of Super Top Box units, was the main driver of the decrease.

Further detail and analysis of the Company's financial results for the fiscal year ended October 31, 2012, is included in its Form 10-K, which the Company intends to file with the Securities and Exchange Commission on or before December 31, 2012.

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Webcast & Conference Call Information

Company executives will provide additional perspective on the Company’s fourth quarter and year-end results during a conference call on December 17, 2012 at 2:00 pm Pacific Time.  Those interested in participating in the call may do so by dialing (201) 689-8263 or toll-free (877) 407-0792 and requesting SHFL entertainment’s Fourth Quarter and Year End 2012 Conference Call.  A hardcopy of the presentation materials may be printed from the SHFL entertainment, Inc. Investor Relations website, http://ir.shfl.com, shortly before the start of the call.  In conjunction with the call, a live audio webcast and a Company slide presentation highlighting fourth quarter performance may be accessed at http://ir.shfl.com.  In order to access the live audio webcast please allow at least 15 minutes before the start of the call to visit SHFL entertainment’s Investor Relations website and download/install any necessary audio/video software for the webcast.  Immediately following the call and through January 17, 2013, a playback can be heard 24-hours a day by dialing (858) 384-5517 or toll-free (877) 870-5176; account number is 3055; conference I.D. number is 401649. Highlights fromthe conference call can be accessed on the Company’s Investor Relations Twitter account, www.twitter.com/shfl_news.

About SHFL entertainment, Inc.

SHFL entertainment, Inc. is a leading global gaming supplier committed to making gaming more fun for players and more profitable for operators through product innovation, and superior quality and service. The Company operates in legalized gaming markets across the globe and provides state-of-the-art, value-add products in five distinct categories: Utility products, which include automatic card shufflers and roulette chip sorters; Proprietary Table Games, which includes live games, side bets and progressives; Electronic Table Systems, which include various e-Table game platforms; Electronic Gaming Machines, which include video slot machines; and newly introduced iGaming, which features online versions of SHFL entertainment’s table games, social gaming, and mobile applications. The Company is included in the S&P SmallCap 600 Index. Information about the Company and its products can be found on the Internet at www.shfl.com, or on Facebook, Twitter and YouTube.

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Forward Looking Statements

This release contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements included in this release other than statements that are purely historical are forward-looking statements. Forward-looking statements in this press release include, without limitation: (a) the Company’s ability to sustain its growth through successfully implementing its strategic, growth, and operational initiatives; (b) the Company’s belief that EPS, Adjusted EBITDA and Free Cash Flow are useful widely referenced performance measures in the Company’s industry and the Company’s belief that references to them are helpful to investors; (c) the Company’s estimates of diluted EPS and Adjusted EBITDA and the assumptions upon which they are based; (d) the Company’s belief that growth requires organic investment in the Company; (e) the Company’s ability to develop products that achieve commercial success in the very competitive marketplace in which the Company operates; (f) the fact that the Company competes in a single industry and is dependent on the success of its customers and the risks that impact the Company’s customers, including a change in demand for gaming, a downturn in general worldwide economic conditions, or the gaming industry may adversely impact the Company or its results of operations. The Company’s beliefs, expectations, forecasts, objectives, anticipations, intentions and strategies regarding the future, including without limitation those concerning expected operating results, revenues and earnings are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by the forward-looking statements, including but not limited to: (a) inability to accomplish the Company’s innovation objectives or unexpected factors that limit or eliminate the Company’s ability to implement its strategic and operational plans or undertake or complete any of its growth initiatives including the rollout of the revamped e-Tables or its suite of new live and online games; (b) inaccuracies in the Company’s assumptions as to the financial measures that investors use or the manner in which such financial measures may be used by such investors; (c) reduced demand for or increased competition with the Company’s products that affects its EPS and Adjusted EBITDA; (d) the Company’s inability to suitably manage its organic growth; (e) the Company’s inability to accurately gauge the commercial appeal of its products; and (f) unexpected changes in the market and economic conditions and reduced demand for or increased competition with the Company’s products. Additional information on risk factors that could potentially affect the Company’s financial results may be found in documents filed by the Company with the Securities and Exchange Commission, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its latest annual report on Form 10-K, and are based on information available to the Company on the date hereof. The Company does not intend, and assumes no obligation, to update any forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release.

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SHFL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	October 31,						October 31,
	2012			2011			2012			2011
Revenue:
Product leases and royalties	$	29,549		$	25,744		$	110,279		$	98,369
Product sales and service		44,005			40,002			148,768			129,402
Total revenue		73,554			65,746			259,047			227,771
Costs and expenses:
Cost of leases and royalties		9,860			9,583			37,713			34,089
Cost of sales and service		16,888			15,092			56,196			51,127
Gross profit		46,806			41,071			165,138			142,555
Selling, general and administrative		21,448			18,532			77,439			68,609
Research and development		9,106			8,134			32,180			27,628
Total costs and expenses		57,302			51,341			203,528			181,453
Income from operations		16,252			14,405			55,519			46,318
Other income (expense)
Interest income		146			206			575			635
Interest expense		(297	)		(605	)		(1,519	)		(2,636	)
Other, net		(324	)		(493	)		(115	)		(997	)
Total other income (expense)		(475	)		(892	)		(1,059	)		(2,998	)
Income from operations before tax		15,777			13,513			54,460			43,320
Income tax provision		4,979			3,799			15,854			11,730
Net income	$	10,798		$	9,714		$	38,606		$	31,590
Basic earnings per share:	$	0.19		$	0.18		$	0.69		$	0.58
Diluted earnings per share:	$	0.19		$	0.18		$	0.68		$	0.57
Weighted average shares outstanding:
Basic		56,444			54,425			55,884			54,344
Diluted		57,185			54,959			56,628			54,997

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SHFL ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

	October 31,
	2012		2011
	(In thousands, except per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	24,160	$	22,189
Accounts receivable, net of allowance for bad debts of $491 and $402		45,708		39,713
Investment in sales-type leases and notes receivable, net of allowance for bad debts of $8 and $44		9,287		5,006
Inventories		21,906		24,335
Prepaid income taxes		4,053		3,279
Deferred income taxes		4,622		4,911
Other current assets		6,901		4,291
Total current assets		116,637		103,724
Investment in sales-type leases and notes receivable, net of current portion
and net of allowance for bad debts of $0 and $5		6,310		3,704
Products leased and held for lease, net		34,639		35,196
Property and equipment, net		17,417		12,849
Intangible assets, net		62,836		66,517
Goodwill		84,950		85,392
Deferred income taxes		5,183		3,038
Other assets		3,079		2,467
Total assets	$	331,051	$	312,887
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,702	$	5,001
Accrued liabilities and other current liabilities		22,402		21,135
Deferred income taxes		16		96
Customer deposits		3,383		3,407
Income tax payable		4,179		2,595
Deferred revenue		4,799		3,862
Current portion of long-term debt		-		508
Total current liabilities		41,481		36,604
Long-term debt, net of current portion		1,303		38,757
Other long-term liabilities		2,004		2,969
Deferred income taxes		1,493		942
Total liabilities		46,281		79,272
Commitments and Contingencies (See Note 15)
Shareholders' equity:
Common stock, $0.01 par value; 153,368 shares authorized; 55,973 and 54,196 shares issued and outstanding		560		542
Additional paid-in capital		135,758		114,306
Retained earnings		119,444		80,838
Accumulated other comprehensive income		29,008		37,929
Total shareholders' equity		284,770		233,615
Total liabilities and shareholders' equity	$	331,051	$	312,887

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SHFL ENTERTAINMENT, INC.

SUPPLEMENTAL DATA

(Unaudited, in thousands)

FINANCIAL DATA
	Three Months Ended October 31,						Twelve Months Ended October 31,
	2012			2011			2012			2011
Cash Flow Data:
Cash provided by operating activities	$	15,243		$	27,277		$	51,111		$	63,969
Cash used in investing activities:
Payments for products leased and held for lease	$	(2,398	)	$	(4,988	)	$	(13,625	)	$	(16,596	)
Purchases of property and equipment		(2,427	)		(847	)		(8,279	)		(3,530	)
Purchases of intangible assets		(217	)		(549	)		(4,550	)		(6,818	)
Acquisition of business		-			-			(5,500	)		(6,499	)
Proceeds from sale of leased assets		845			1,162			2,485			7,402
Proceeds from sale of assets		-			(4	)		-			82
Other		(795	)		(227	)		(1,485	)		(928	)
	$	(4,992	)	$	(5,453	)	$	(30,954	)	$	(26,887	)
Cash provided by (used in) financing activities	$	(13,847	)	$	(29,159	)	$	(19,282	)	$	(24,736	)
Free cash flow (2)	$	12,311		$	15,876		$	43,817		$	48,223
Reconciliation of net income to Adjusted EBITDA:
Net income	$	10,798		$	9,714			38,606		$	31,590
Other expense (income)		475			892			1,059			2,998
Share-based compensation		1,107			1,069			4,170			3,253
Income tax provision		4,979			3,799			15,854			11,730
Depreciation and amortization		6,547			7,184			25,204			25,135
Ongame Acquisition Expenses		-			-			2,152			-
Adjusted EBITDA (1)	$	23,906		$	22,658		$	87,045		$	74,706
Adjusted EBITDA margin		32.5	%		34.5	%		33.6	%		32.8	%

1.   Adjusted EBITDA is earnings before other expense (income), provision for income taxes, depreciation and amortization expense, Ongame acquisition expenses, and share-based compensation.  Adjusted EBITDA is presented exclusively as a supplemental disclosure because management believes that it is a useful performance measure and is widely used to measure performance, and as a basis for valuation, within the Company’s industry. Adjusted EBITDA is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.  Management uses Adjusted EBITDA as a measure of the operating performance and to compare the operating performance with those of its competitors.  The Company also presents Adjusted EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements.  Gaming equipment suppliers have historically reported Adjusted EBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”).  Adjusted EBITDA should not be considered as an alternative to operating income (loss), as an indicator of the Company’s performance, as an alternate to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP.  Unlike net income (loss), Adjusted EBITDA does not include depreciation and amortization or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital.  The Company compensates for these limitations by using Adjusted EBITDA as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance.  Such GAAP measurements include operating income (loss), net income (loss), cash flows from operations and cash flow data.  The Company has significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted EBITDA.

2.   Free cash flow is Adjusted EBITDA less capital expenditures and cash paid for taxes.

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SHFL ENTERTAINMENT, INC.

BUSINESS SEGMENT DATA

(Unaudited, in thousands)

	Three Months Ended October 31,						Twelve Months Ended October 31,
	2012			2011			2012			2011
Utility:
Revenue	$	24,977		$	23,834		$	93,965		$	82,942
Gross profit		15,362			14,689			57,984			49,973
Gross margin		61.5	%		61.6	%		61.7	%		60.3	%
Proprietary Table Games:
Revenue	$	13,823		$	11,220		$	52,446		$	43,986
Gross profit		11,435			9,032			43,429			35,370
Gross margin		82.7	%		80.5	%		82.8	%		80.4	%
Electronic Table Systems:
Revenue	$	9,859		$	7,216		$	31,042		$	33,937
Gross profit		5,604			1,880			14,472			14,564
Gross margin		56.8	%		26.1	%		46.6	%		42.9	%
Electronic Gaming Machines:
Revenue	$	24,895		$	23,476		$	81,594		$	66,906
Gross profit		14,405			15,470			49,253			42,648
Gross margin		57.9	%		65.9	%		60.4	%		63.7	%
Total:
Revenue	$	73,554		$	65,746		$	259,047		$	227,771
Gross profit		46,806			41,071			165,138			142,555
Gross margin		63.6	%		62.5	%		63.7	%		62.6	%
Adjusted EBITDA
as a percentage of total revenue		32.5	%		34.5	%		33.6	%		32.8	%
Income from operations
as a percentage of total revenue		22.1	%		21.9	%		21.4	%		20.3	%

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