8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 1, 2014

Gaming Partners International Corporation

(Exact name of registrant as specified in its charter)

Nevada	0-23588	88-0310433
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1700 Industrial Road, Las Vegas, Nevada	89102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (702) 384-2425

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨  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))

Explanatory note

On July 7, 2014, Gaming Partners International Corporation (the "Company") filed a Current Report on Form 8-K (the "Initial Form 8-K") to report the completion of the acquisition of all of the net assets (the "Acquired Assets") of GemGroup Inc. and its subsidiaries ("GemGroup"). We are filing this Amendment No. 1 to amend Item 9.01 to provide certain financial statements and pro forma financial information with respect to the Acquired Assets as required by Items 9.01(a) and 9.01(b). No other modifications to the Initial Form 8-K are being made by this Form 8-K/A.

Item 9.01  Financial Statements and Exhibits.

(a) Financial Statements of the Business Acquired.

In accordance with Rule 8-04(b) of Regulation S-X, filed herewith (and incorporated herein by reference) are the following financial statements of GemGroup:

· Exhibit 99.1 – Audited Consolidated Financial Statements as of and for the years ended December 31, 2013 and 2012

· Exhibit 99.2 – Unaudited Consolidated Financial Statements, consisting of: Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, and Consolidated Statements of Income and Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and June 30, 2014.

(b) Pro Forma Financial Information.

In accordance with Rule 8-05 of Regulation S-X, filed herewith (and incorporated herein by reference) as Exhibit 99.3 is the unaudited pro forma condensed combined financial information of the Company and GemGroup, giving effect to certain pro forma events related to the acquisition. It does not purport to project the future financial position or operating results of the post-acquisition combined entities. The pro forma statements of income reflecting the combined operations of the Company and GemGroup are for the six months ended June 30, 2014 and for the year ended December 31, 2013. The pro forma balance sheet is as of June 30, 2014.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

23.1 Consent of Independent Auditors (McGladrey LLP).

99.1 Audited Consolidated Financial Statements of GemGroup Inc. as of and for the years ended December 31, 2013 and 2012.

99.2 Unaudited Consolidated Financial Statements of GemGroup Inc. consisting of: Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, and Consolidated Statements of Income and Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and June 30, 2013.

99.3 Unaudited Pro Forma Condensed Combined Financial Information of Gaming Partners International Corporation and GemGroup Inc. consisting of: pro forma condensed combined statement of operations for the six months ended June 30, 2014 and for the year ended December 31, 2013; pro forma balance sheet as of June 30, 2014; and notes to the pro forma financial statements.

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.

	Gaming Partners International Corporation
Date:  September 16, 2014
	By:	/s/ Gregory S. Gronau
		Gregory S. Gronau President and Chief Executive Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 23.1	Consent of Independent Auditors (McGladrey LLP)
Exhibit 99.1	Audited Consolidated Financial Statements of GemGroup Inc. as of and for the years ended December 31, 2013 and 2012
Exhibit 99.2	Unaudited Consolidated Financial Statements of GemGroup Inc. consisting of: Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, and Consolidated Statements of Income and Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and June 30, 2013.
Exhibit 99.3	Unaudited Pro Forma Condensed Combined Financial Information of Gaming Partners International Corporation and GemGroup Inc. consisting of: pro forma condensed combined statement of operations for the six months ended June 30, 2014 and for the year ended December 31, 2013; pro forma balance sheet as of June 30, 2014; and notes to the pro forma financial statements.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements (Nos. 33-84726, 333-1114019, 333-152186, and 333.159217) on Form S-8 of Gaming Partners International Corporation of our report dated March 24, 2014, relating to our audit of the consolidated financial statements of GemGroup Inc. and Subsidiaries as of and for the year ended December 31, 2013, included in this Current Report on Form 8-K/A.

Kansas City, Missouri

September 16, 2014

EX-99.1

Exhibit 99.1

GemGroup Inc. and Subsidiaries

Consolidated Financial Report

December 31, 2013

Contents

Independent Auditor’s Report	1
Financial Statements
Consolidated Balance Sheets	3
Consolidated Statements of Income	5
Consolidated Statements of Stockholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	9

Independent Auditor’s Report

GemGroup Inc. and Subsidiaries

Blue Springs, Missouri

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of GemGoup Inc. and Subsidiaries which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of income, stockholders’ equity and cash flows for the years then ended and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GemGroup Inc. and Subsidiaries as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Kansas City, Missouri

March 24, 2014

GemGroup Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2013 and 2012

	2013		2012
Assets (Note 5)
Current Assets:
Cash	$	91,542	$	138,900
Accounts receivable, less allowance for uncollectible
accounts of $52,293 and $89,039		2,282,622		2,481,944
Note receivable		-		70,000
Inventories (Note 2)		2,606,822		2,381,138
Prepaid expenses		398,303		204,893
		5,379,289		5,276,875
Property and Equipment (Note  5):
Land and building		3,342,840		3,290,629
Machinery and equipment		8,853,865		7,952,649
Office furniture and fixtures		501,518		637,384
		12,698,223		11,880,662
Less accumulated depreciation		6,750,839		5,878,653
		5,947,384		6,002,009
Other Assets:
Intangibles, net (Note 3)		-		38,777
Goodwill (Note 3)		1,940,514		1,940,514
Stockholder note receivable (Note 4)		-		220,000
Deposits		339,113		44,645
		2,279,627		2,243,936
	$	13,606,300	$	13,522,820

(Continued)

3

GemGroup Inc. and Subsidiaries

Consolidated Balance Sheets (Continued)

December 31, 2013 and 2012

Liabilities and Stockholders' Equity	2013		2012
Current Liabilities:
Current maturities of long-term debt (Note 5)	$	808,978	$	794,336
Line of credit (Note 5)		529,270		1,311,972
Current portion of deferred compensation (Note 9)		24,286		20,693
Accounts payable (Note 8)		2,270,301		2,177,580
Accrued expenses		827,111		627,069
		4,459,946		4,931,650
Long-Term Debt, Less Current Maturities (Note 5)		2,697,017		3,050,527
Deferred Compensation, less current portion (Note 9)		55,010		50,376
Deferred Taxes		362,000		362,000
Stockholders' Equity (Note 7):
Common stock, $.01 par value; 100,000 shares authorized;
11,177 shares issued and outstanding		112		112
Additional paid-in capital		3,571,747		3,550,693
Retained earnings		2,460,468		1,577,462
		6,032,327		5,128,267
	$	13,606,300	$	13,522,820

See Notes to Consolidated Financial Statements.

4

GemGroup Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31, 2013 and 2012

	2013			2012
Net sales	$	24,193,945		$	23,271,698
Cost of goods sold (Note 8)		17,615,045			17,221,219
Gross profit		6,578,900			6,050,479
Operating expenses:
Selling expenses		1,750,727			1,837,465
General and administrative expenses		2,049,386			2,031,207
		3,800,113			3,868,672
Operating income		2,778,787			2,181,807
Financial income (expense):
Interest income		10,562			14,016
Interest expense		(205,796	)		(367,867	)
		(195,234	)		(353,851	)
Net Income	$	2,583,553		$	1,827,956

See Notes to Consolidated Financial Statements.

5

GemGroup Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

Years Ended December 31, 2013 and 2012

			Additional					Total
	Common		Paid-in		Retained			Stockholders'
	Stock		Capital		Earnings			Equity
Balance at December 31, 2011	$	112	$	3,508,585	$	244,878		$	3,753,575
Accrued issuance of stock under  restricted stock agreement (Note 7)		-		42,108		-			42,108
Distributions - stockholders		-		-		(495,372	)		(495,372	)
Net income		-		-		1,827,956			1,827,956
Balance at December 31, 2012		112		3,550,693		1,577,462			5,128,267
Accrued issuance of stock under restricted stock agreement (Note 7)		-		21,054		-			21,054
Distributions - stockholders		-		-		(1,700,547	)		(1,700,547	)
Net income		-		-		2,583,553			2,583,553
Balance at December 31, 2013	$	112	$	3,571,747	$	2,460,468		$	6,032,327

See Notes to Consolidated Financial Statements.

6

GemGroup Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2013 and 2012

	2013			2012
Cash Flows from Operating Activities:
Net income	$	2,583,553		$	1,827,956
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,047,900			1,077,425
Amortization		38,777			97,902
(Gain) on disposal of building and equipment		(11,203	)		(61,948	)
Compensation related to restricted stock agreement		21,054			42,108
(Increase) decrease in:
Accounts receivable		199,322			(339,810	)
Inventories		(225,684	)		(209,445	)
Prepaid expenses		(193,410	)		10,876
Other assets		(294,468	)		19,613
Increase (decrease) in:
Accounts payable		92,721			149,765
Accrued expenses		200,042			84,747
Deferred compensation		8,227			14,954
Net cash provided by operating activities		3,466,831			2,714,143
Cash Flows from Investing Activities:
Purchase of property and equipment		(965,759	)		(250,402	)
Proceeds from sale of property and equipment		17,651			268,755
Note receivable issued to stockholder		-			(220,000	)
Principal payments on stockholder note receivable		220,000			-
Principal payments on notes receivable		70,000			132,069
Net cash (used in) investing activities		(658,108	)		(69,578	)
Cash Flows from Financing Activities:
Net (principal payments) on line of credit		(782,702	)		(1,577,427	)
Proceeds from long-term debt borrowings		426,028			1,929,234
Principal payments on long-term debt		(798,860	)		(2,579,188	)
Distributions to stockholders		(1,700,547	)		(495,372	)
Net cash (used in) financing activities		(2,856,081	)		(2,722,753	)
Net (decrease) in cash		(47,358	)		(78,188	)
Cash:
Beginning		138,900			217,088
Ending	$	91,542		$	138,900

(Continued)

7

GemGroup Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

Years Ended December 31, 2013 and 2012

	2013		2012
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	206,042	$	370,102
Supplemental Disclosure of Noncash Investing and Financing Activities
Note receivable from sale of certain assets	$	-	$	170,000
Note payable incurred for purchase of equipment	$	33,964	$	36,028

See Notes to Consolidated Financial Statements.

8

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.          Nature of Business and Significant Accounting Policies

Nature of business: GemGroup Inc. is a holding company. Its wholly owned subsidiary, Gemaco Inc. (Gemaco), is a manufacturer of GEMACO playing cards, calendar, information and game cards, gaming table layouts and gaming chips. Gemaco Inc. sells primarily to three industries — retailers, advertising specialty distributors, and casinos — all on an international basis. GemTech LLC is a manufacturer of custom injection molded products. In prior years, GemTech was a division of Gemaco and not a separate entity. On January 3, 2012, GemGroup Inc. formed a new Kansas one-member limited liability company under the name GemTech LLC and transferred all of the assets and liabilities of the custom injection molding business to GemTech LLC. GemAsia, LLC is a single member Missouri limited liability company which is wholly owned by GemGroup. GemAsia conducts business in Macau, China where it produces and installs gaming table layouts for the casino market and also sells table layouts, playing cards and gaming accessories to the gaming industry throughout Asia. GemGroup DISC, LLC is a single member Missouri limited liability company which is wholly owned by GemGroup. The DISC is qualified as a domestic international sales corporation which arranges for the sale of Gemaco Inc.’s products for use outside of the United States. It was formed in 2013.

A summary of the Company’s significant accounting policies follows:

Principles of consolidation: The accompanying consolidated financial statements include the accounts of GemGroup Inc. and its wholly owned subsidiaries, Gemaco Inc., GemTech LLC, GemAsia LLC and GemGroup DISC, LLC (collectively referred to as “the Company”). All significant intercompany balances and transactions have been eliminated.

These unaudited condensed consolidated financial statements, in the opinion of management, reflect only normal and recurring adjustments necessary for a fair presentation of results for such periods. The results of operations for an interim period are not necessarily indicative of the results for the full year.

Revenue recognition: Sales are recognized upon shipment of goods at the time title transfers.

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts receivable: Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Trade receivables are past due after 30 days and are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Interest is not charged on trade receivables.

Inventories: Inventories of Gemaco and GemTech, consisting of raw materials, work-in-progress and finished goods, are valued at the lower of cost, determined using the last-in, first-out (LIFO) method, or market. Inventories of GemAsia, consisting of raw materials, work-in-progress and finished goods, are valued at the lower of cost, determined using the first-in, first-out (FIFO) method, or market.

9

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.          Nature of Business and Significant Accounting Policies (Continued)

Property and equipment: Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the following estimated useful lives:

Building	15-39 years
Machinery and equipment	5-10 years
Office furniture and fixtures	5-10 years

Goodwill and other intangible assets: The Company follows FASB ASC Topic 350 with regards to accounting for goodwill and other intangible assets. Goodwill is subject to an impairment test if events or changes in circumstances indicate that impairment may have occurred. Impairment losses are recognized to the extent that the carrying amount exceeds the assets' estimated fair value.

For the year ended December 31, 2013, the Company assessed qualitative factors in determining whether it is more likely than not that the fair value of the Company is less than its carrying amount. For the year ended December 31, 2012, the Company performed an analysis using valuation techniques based on Level 3 inputs within the fair value hierarchy prescribed in the Fair Value Measurements Topic of the FASB Accounting Standards Codification. The Company is privately held and thus has no separate public market price for its units. The fair value of the reporting unit was estimated based on a discounted cash flow method which was derived using forecasts prepared by the Company. Based on the qualitative assessment and the results of the Company's valuation performed for each year end period, no goodwill impairment charge was required for the years ended December 31, 2013 or 2012.

Intangible assets consist of a customer list and a trade name. These amounts were amortized over their estimated life of 120 months by the straight-line method and were fully amortized in 2013.

Impairment of long-lived assets: Management of the Company periodically reviews the carrying value of the long-lived assets owned by the Company by comparing the carrying value of those assets with their related expected future net cash flows. Should the sum of the related expected future cash flows be less than the carrying value, management will determine whether an impairment loss should be recognized. An impairment loss would be measured by the amount by which the carrying value of the assets exceeds the fair value of assets. To date, management has determined that no impairment of these assets exists.

Income taxes: Effective January 1, 2004, the Company’s stockholders elected to be taxed under sections of federal and state income tax law which provide that, in lieu of corporate income taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deductions, credits and losses. As a result of this election, no income taxes have been recognized in the accompanying financial statements except for writing off deferred taxes and estimated prior-year income tax refunds and credits not realized.

The remaining deferred tax liability relates to the difference in the financial reporting and income tax basis of buildings and equipment for possible built-in gains tax liability.

10

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.          Nature of Business and Significant Accounting Policies (Continued)

The Company follows the Financial Accounting Standards Board (FASB) guidance for uncertainty in income taxes. Management has evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2010.

Advertising: The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2013 and 2012 was $66,413 and $77,667, respectively.

Stock compensation: The Company has a stock compensation plan with a key employee. Stock-based compensation expense includes all stock-based compensation awards granted after January 1, 2006, and is based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award.

Note 2.          Inventories

The components of inventories at December 31, 2013 and 2012 are as follows:

	2013			2012
Raw materials	$	1,977,576		$	1,571,213
Work-in-progress		397,608			426,157
Finished goods		925,117			1,044,002
		3,300,301			3,041,372
LIFO reserve		(561,835	)		(557,026	)
Reserve for obsolescence		(131,644	)		(103,208	)
	$	2,606,822		$	2,381,138

At December 31, 2013 and 2012, inventory subject to the LIFO method reserve was $3,134,664 and $2,952,972, respectively.

11

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 3.          Acquired Intangibles and Goodwill

Acquired intangibles as of December 31, 2013 and 2012 are as follows:

	2013
	Gross Carrying		Accumulated		Net Carrying
	Amounts		Amortization		Amount
Customer list	$	786,376	$	786,376	$	-
Trade name		5,500		5,500		-
	$	791,876	$	791,876	$	-

	2012
	Gross Carrying		Accumulated		Net Carrying
	Amounts		Amortization		Amount
Customer list	$	786,376	$	748,174	$	38,202
Trade name		5,500		4,925		575
	$	791,876	$	753,099	$	38,777

Amortization expense for the years ended December 31, 2013 and 2012 were $38,777 and $79,325, respectively.

Activity for goodwill is as follows for the years ended December 31, 2013 and 2012:

	2013		2012
Balance, beginning	$	1,940,514	$	1,940,514
Change during the period		-		-
Balance, ending	$	1,940,514	$	1,940,514

Note 4.          Stockholder Note Receivable

On December 20, 2012, the Company entered into a $220,000 note receivable with the stockholders. The note earns interest at 4% and the principal, along with all unpaid interest, was due on December 20, 2015. During the year ended December 31, 2013, the stockholders repaid the note receivable.

12

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 5.          Pledged Assets, Line of Credit, and Long-Term Debt

The line of credit at December 31, 2013 and 2012 consists of the following:

The following line of credit is payable to a bank and secured by substantially all the assets of the Company and personal guarantees of the principal stockholders of the Company. At December 31, 2013 and 2012, the prime rate was 3.25%.

2013
	Original
Maturity	Principal	Interest							Monthly	Outstanding
Date	Amount	Rate	Floor			Ceiling			Payments	Balance
May 24, 2014	$3,600,000 (max)	Prime + 0.5%		4.0	%		8.50	%	Interest	$	529,270
	(line of credit)

2012
	Original
Maturity	Principal	Interest							Monthly	Outstanding
Date	Amount	Rate	Floor			Ceiling			Payments	Balance
May 24, 2013	$3,600,000 (max)	Prime + 0.5%		4.0	%		8.50	%	Interest	$	1,311,972
	(line of credit)

Long-term debt at December 31, 2013 and 2012 consists of the following:

(a) The following notes are payable to a bank and secured by substantially all the assets of the Company or specific assets referred to in the loan documents and personal guarantees of the principal stockholders of the Company. At December 31, 2013 and 2012, the prime rate was 3.25%.

Maturity	Interest							Monthly		Outstanding Balance
Date	Rate	Floor			Ceiling			Payments		2013		2012
June 2013	Prime + 0.5%		4.00	%		8.00	%		3,904	$	-	$	22,646
June 2013	Prime + 0.5%		4.00	%		8.00	%		7,663		-		44,455
January 2014	Prime + 0.5%		4.00	%		8.00	%		9,844		9,791		123,958
April 2015	Prime + 0.5%		4.00	%		8.00	%		2,723		40,253		68,811
February 2016	Prime + 0.5%		4.00	%		8.00	%		25,900		627,627		897,770
October 2016	Prime + 0.5%		4.00	%		8.00	%		14,707		437,473		579,695
May 2017	4.00%		4.00	%		8.00	%		6,979		240,232		310,609
February 2019	4.00%		N/A			N/A			6,117		426,028		-
											1,781,404		2,047,944

13

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 5.          Pledged Assets, Line of Credit, and Long-Term Debt (Continued)

(b) The following notes are payable to banks and secured by real property and personal guarantees of the principal stockholder of the Company:

Maturity	Interest							Monthly		Outstanding Balance
Date	Rate			Floor		Ceiling		Payments		2013		2012
October 2017		4.00	%		N/A		N/A		7,217	$	915,147	$	963,562
October 2017		4.00	%		N/A		N/A		5,896		747,712		787,268
											1,662,859		1,750,830

(c) The following items are also included in long-term debt:

Maturity		Interest				Monthly		Outstanding Balance
Date	Payable to	Rate			Secured by	Payments		2013		2012
July 2014	Lender		5.8	%	Vehicle	$	2,408	$	-	$	11,235
October 2017	Lender		0.90	%	Vehicle		616		27,768		34,854
January 2018	Lender		1.90	%	Vehicle		594		33,964		-
									61,732		46,089
Total of all long-term debt									3,505,995		3,844,863
Less current maturities									808,978		794,336
								$	2,697,017	$	3,050,527

Scheduled aggregate maturities of long-term debt are as follows:

Year Ending December 31,
2014	$	808,978
2015		849,803
2016		442,599
2017		1,396,976
2018		7,639
	$	3,505,995

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GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 6.          Employee Benefit Plan

The Company has a 401(k) profit-sharing plan (the Plan) whereby substantially all employees who have met the eligibility requirements and are employed on December 31 are eligible to receive an allocation of the Company’s contribution. Contributions by the Company are discretionary but shall not exceed the maximum allowable for income tax purposes. In addition, employees determine the percentage of their salary to be deferred and contributed to the Plan, which cannot be more than 15% of annual compensation. Employees become 20% vested in employer contributions each year after three years of service. The Company contributed approximately $90,000 to the Plan for the years ended December 31, 2013 and 2012, respectively.

Note 7.          Stock Incentive Plan

The Company has a stock incentive agreement under which it has awarded restricted stock to a key employee of the Company. The plan provides restricted stock grants for shares of common stock at a value which is generally equal to the fair value of the underlying stock at the date of grant as determined by the Board of Directors. The vesting period is determined at the date of grant and generally does not exceed five years. The shares are subject to forfeiture if certain vesting requirements are not met.

Pursuant to the Plan, the Company had a restricted stock agreement with a key employee whereby the key employee received 556 shares of common stock. The stock vested in 20% increments on an annual basis as long as the employee was employed by the Company. The Company recorded $21,054 and $42,108 of expenses related to this agreement for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, all shares were vested and there was no remaining unrecognized compensation expense.

Pursuant to the Plan, the Company has a restricted stock agreement with a key employee whereby the key employee received 621 shares of common stock.  The stock vests in 20% increments on an annual basis as long as the employee is employed by the Company.  The Company recorded $0 of expense related to this agreement for the years ended December 31, 2013 and 2012.  As of December 31, 2013, there is no unrecognized compensation expense related to the nonvested shares to be recognized over 0.5 years. At December 31, 2013, the employee has become vested in 497 shares.

Note 8.          Major Supplier

Purchases from one supplier were 24% and 21% of net revenues for the years ended December 31, 2013 and 2012, respectively. Accounts payable to this supplier at December 31, 2013 and 2012 were $812,126 and $892,805, respectively.

15

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 9.          Deferred Compensation

The Company has a deferred compensation agreement with a key employee that provides for a base amount of deferred compensation each year, and an additional amount based on the previous year’s revenues, excluding any sales on which the employee receives a commission. The deferred compensation vests 20% a year over a period of five years from the start of the year in which the compensation is granted. Vested amounts will be paid out within 30 days after the date of vesting. Upon termination of employment, all non-vested amounts will be cancelled. The Company has recorded a liability of $79,296 and $71,069 related to deferred compensation as of December 31, 2013 and 2012, respectively. The Company recognized compensation expense of $24,286 and $29,867 related to this agreement for the years ended December 31, 2013 and 2012, respectively.

Note 10.       Subsequent Events

On March 13, 2014, the Company entered into a binding letter of intent to sell substantially all of the assets of the Company and its subsidiaries to Gaming Partners International Corporation (GPIC). The Company expects the transaction to be completed on June 30, 2014. At the closing of the transaction, GPIC will assume the liabilities of GemGroup and its subsidiaries incurred in the ordinary course of business, except bank indebtedness which the Company will repay at closing from the sale proceeds. GPIC also will assume obligations of the Company and its subsidiaries under outstanding contracts and permits. The parties have agreed to negotiate in good faith and use reasonable commercial efforts to agree upon a definitive asset purchase agreement, which they expect to sign after the completion of due diligence by GPIC. GPIC has placed a substantial cash deposit in escrow which will be paid to the Company if GPIC terminates the letter of intent for any reason other than certain reasons enumerated in the letter or if the parties have not executed an asset purchase agreement by June 30, 2014.

Management has evaluated and disclosed subsequent events up to and including March 24, 2014, which is the date the financial statements were available to be issued.

16

EX-99.2

Exhibit 99.2

GemGroup Inc. and Subsidiaries

Consolidated Financial Report

June 30, 2014

Contents

Financial Statements
Consolidated Balance Sheets	1
Consolidated Statements of Income	3
Consolidated Statements of Stockholders’ Equity	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6

GemGroup Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2014 and December 31, 2013

	(unaudited)
	Jun-14		Dec-13
Assets
Current Assets:
Cash	$	108,365	$	91,542
Accounts receivable, less allowance for uncollectible accounts of $52,101 and $60,614		2,608,255		2,282,622
Inventories (Note 2)		2,123,949		2,606,822
Prepaid expenses		500,902		398,303
		5,341,471		5,379,289
Property and Equipment:
Land and building		3,330,069		3,342,840
Machinery and equipment		7,862,703		8,853,865
Office furniture and fixtures		494,874		501,518
		11,687,646		12,698,223
Less accumulated depreciation		5,977,344		6,750,839
		5,710,302		5,947,384
Other Assets:
Goodwill		1,940,514		1,940,514
Deposits		56,281		339,113
		1,996,795		2,279,627
	$	13,048,568	$	13,606,300

(Continued)

1

GemGroup Inc. and Subsidiaries

Consolidated Balance Sheets (Continued)

June 30, 2014 and December 31, 2013

	(unaudited)
Liabilities and Stockholders' Equity	Jun-14		Dec-13
Current Liabilities:
Current maturities of long-term debt (Note 3)	$	832,310	$	808,978
Line of credit (Note 3)		353,260		529,270
Current portion of deferred compensation (Note 6)		25,525		24,286
Accounts payable (Note 5)		1,723,568		2,270,301
Accrued expenses		780,261		827,111
		3,714,924		4,459,946
Long-Term Debt, less current maturities (Note 3)		2,533,534		2,697,017
Deferred Compensation, less current portion (Note 6)		50,650		55,010
Deferred Taxes		362,000		362,000
Stockholders' Equity:
Common stock, $.01 par value; 100,000 shares authorized;  11,177 shares issued and outstanding		112		112
Additional paid-in capital		3,571,747		3,571,747
Retained earnings		2,815,601		2,460,468
		6,387,460		6,032,327
	$	13,048,568	$	13,606,300

See Notes to Consolidated Financial Statements.

2

GemGroup Inc. and Subsidiaries

Consolidated Statements of Income

Six Months Ended June 30, 2014 and 2013

(unaudited)

	2014			2013
Net sales	$	12,973,637		$	12,141,388
Cost of goods sold		8,878,966			8,766,470
Gross profit		4,094,671			3,374,918
Operating expenses:
Selling expenses		905,237			909,659
General and administrative expenses		1,533,400			1,205,597
		2,438,637			2,115,256
Operating income		1,656,034			1,259,662
Financial income (expense):
Interest income		-			11
Interest expense		(79,068	)		(103,139	)
		(79,068	)		(103,128	)
Net Income	$	1,576,966		$	1,156,534

See Notes to Consolidated Financial Statements.

3

GemGroup Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

Six Months Ended June 30, 2014 and 2013

(unaudited)

			Additional					Total
	Common		Paid-in		Retained			Stockholders'
	Stock		Capital		Earnings			Equity
Balance at December 31, 2012	$	112	$	3,550,693	$	1,577,462		$	5,128,267
Accrued issuance of stock under restricted stock agreement (Note 4)				21,054					21,054
Distributions - stockholders						(1,296,489	)		(1,296,489	)
Net income						1,156,534			1,156,534
Balance at June 30, 2013	$	112	$	3,571,747	$	1,437,507		$	5,009,366
Balance at December 31, 2013	$	112	$	3,571,747	$	2,460,468		$	6,032,327
Distributions - stockholders						(1,221,833	)		(1,221,833	)
Net income						1,576,966			1,576,966
Balance at June 30, 2014	$	112	$	3,571,747	$	2,815,601		$	6,387,460

See Notes to Consolidated Financial Statements.

4

GemGroup Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2014 and 2013

(unaudited)

	2014			2013
Cash Flows from Operating Activities:
Net income	$	1,576,966		$	1,156,534
Adjustments to reconcile net income to net cash  provided by operating activities:
Depreciation		543,027			496,326
Amortization		-			33,275
(Gain) on disposal of building and equipment		-			(9,750	)
Compensation related to restricted stock agreement		-			21,054
(Increase) decrease in:
Accounts receivable		(325,633	)		242,723
Inventories		482,873			149,674
Prepaid expenses		(102,599	)		(138,532	)
Other assets		282,832			(19,499	)
Increase (decrease) in:
Accounts payable		(546,733	)		(352,491	)
Accrued expenses		(46,850	)		(76,887	)
Deferred compensation		(3,121	)		1,565
Net cash provided by operating activities		1,860,762			1,503,992
Cash Flows from Investing Activities:
Purchase of property and equipment		(305,945	)		(643,258	)
Note receivable issued to stockholder		-			180,000
Net cash (used in) investing activities		(305,945	)		(463,258	)
Cash Flows from Financing Activities:
Net (principal payments) on line of credit		(176,010	)		741,991
Proceeds from long-term debt borrowings		213,758			-
Principal payments on long-term debt		(329,028	)		(395,353	)
Payments on deferred purchase obligatoins		(24,881	)		(20,693	)
Distributions to stockholders		(1,221,833	)		(1,296,489	)
Net cash (used in) financing activities		(1,537,994	)		(970,544	)
Net increase in cash		16,823			70,190
Cash:
Beginning	$	91,542		$	138,900
Ending	$	108,365		$	209,090
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest	$	83,492		$	108,210

See Notes to Consolidated Financial Statements.

5

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1.          Nature of Business and Significant Accounting Policies

Nature of business: GemGroup Inc. is a holding company. Its wholly owned subsidiary, Gemaco Inc. (Gemaco), is a manufacturer of GEMACO playing cards, calendar, information and game cards, gaming table layouts and gaming chips. Gemaco Inc. sells primarily to three industries — retailers, advertising specialty distributors, and casinos — all on an international basis. GemTech LLC is a manufacturer of custom injection molded products. In prior years, GemTech was a division of Gemaco and not a separate entity. On January 3, 2012, GemGroup Inc. formed a new Kansas one-member limited liability company under the name GemTech LLC and transferred all of the assets and liabilities of the custom injection molding business to GemTech LLC. GemAsia, LLC is a single member Missouri limited liability company which is wholly owned by GemGroup. GemAsia conducts business in Macau, China where it produces and installs gaming table layouts for the casino market and also sells table layouts, playing cards and gaming accessories to the gaming industry throughout Asia. GemGroup DISC, LLC is a single member Missouri limited liability company which is wholly owned by GemGroup. The DISC is qualified as a domestic international sales corporation which arranges for the sale of Gemaco Inc.’s products for use outside of the United States. It was formed in 2013.

A summary of the Company’s significant accounting policies follows:

Principles of consolidation: The accompanying consolidated financial statements include the accounts of GemGroup Inc. and its wholly owned subsidiaries, Gemaco Inc., GemTech LLC, GemAsia LLC and GemGroup DISC, LLC (collectively referred to as “the Company”). All significant intercompany balances and transactions have been eliminated.

Revenue recognition: Sales are recognized upon shipment of goods at the time title transfers.

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts receivable: Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Trade receivables are past due after 30 days and are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Interest is not charged on trade receivables.

Inventories: Inventories of Gemaco and GemTech, consisting of raw materials, work-in-progress and finished goods, are valued at the lower of cost, determined using the last-in, first-out (LIFO) method, or market. Inventories of GemAsia, consisting of raw materials, work-in-progress and finished goods, are valued at the lower of cost, determined using the first-in, first-out (FIFO) method, or market.

Subsequent event: Management has evaluated and disclosed subsequent events up to and including September 15, 2014, which is the date the financial statements were available to be issued.

6

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1.          Nature of Business and Significant Accounting Policies (Continued)

Property and equipment: Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the following estimated useful lives:

Building	15-39 years
Machinery and equipment	5-10 years
Office furniture and fixtures	5-10 years

Goodwill and other intangible assets: The Company follows FASB ASC Topic 350 with regards to accounting for goodwill and other intangible assets. Goodwill is subject to an impairment test if events or changes in circumstances indicate that impairment may have occurred. Impairment losses are recognized to the extent that the carrying amount exceeds the assets' estimated fair value.

For the year ended December 31, 2013, the Company assessed qualitative factors in determining whether it is more likely than not that the fair value of the Company is less than its carrying amount. The Company is privately held and thus has no separate public market price for its units. The fair value of the reporting unit was estimated based on a discounted cash flow method which was derived using forecasts prepared by the Company. Based on the qualitative assessment and the results of the Company's valuation performed for each year end period, no goodwill impairment charge was required for the year ended December 31, 2013.

Intangible assets consist of a customer list and a trade name. These amounts were amortized over their estimated life of 120 months by the straight-line method and were fully amortized in 2013.

Impairment of long-lived assets: Management of the Company periodically reviews the carrying value of the long-lived assets owned by the Company by comparing the carrying value of those assets with their related expected future net cash flows. Should the sum of the related expected future cash flows be less than the carrying value, management will determine whether an impairment loss should be recognized. An impairment loss would be measured by the amount by which the carrying value of the assets exceeds the fair value of assets. To date, management has determined that no impairment of these assets exists.

Income taxes: Effective January 1, 2004, the Company’s stockholders elected to be taxed under sections of federal and state income tax law which provide that, in lieu of corporate income taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deductions, credits and losses. As a result of this election, no income taxes have been recognized in the accompanying financial statements except for writing off deferred taxes and estimated prior-year income tax refunds and credits not realized.

The remaining deferred tax liability relates to the difference in the financial reporting and income tax basis of buildings and equipment for possible built-in gains tax liability.

7

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1.          Nature of Business and Significant Accounting Policies (Continued)

The Company follows the Financial Accounting Standards Board (FASB) guidance for uncertainty in income taxes. Management has evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2010.

Advertising: The Company expenses the costs of advertising as incurred. Advertising expense for the 6 months ended June 30, 2014 and 2013 was $23,836 and $66,413, respectively.

Stock compensation: The Company has a stock compensation plan with a key employee. Stock-based compensation expense includes all stock-based compensation awards granted after January 1, 2006, and is based on the grant date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award.

Note 2.          Inventories

The components of inventories at June 30, 2014 and December 31, 2013 are as follows:

	Jun-14			Dec-13
Raw materials	$	1,598,873		$	1,977,576
Work-in-progress		290,737			397,608
Finished goods		952,098			925,117
		2,841,708			3,300,301
LIFO reserve		(520,267	)		(561,835	)
Reserve for obsolescence		(197,492	)		(131,644	)
	$	2,123,949		$	2,606,822

At June 30, 2014 and December 31, 2013, inventory subject to the LIFO method reserve was $2,698,678 and $3,134,664, respectively.

8

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 3.          Pledged Assets, Line of Credit, and Long-Term Debt

The line of credit at June 30, 2014 and December 31, 2013 consists of the following:

The following line of credit is payable to a bank and secured by substantially all the assets of the Company and personal guarantees of the principal stockholders of the Company. At June 30, 2014 and December 31, 2013, the prime rate was 3.25%.

June 30, 2014
	Original
Maturity	Principal	Interest							Monthly	Outstanding
Date	Amount	Rate	Floor			Ceiling			Payments	Balance
May 24, 2014	$3,600,000 (max)	Prime + 0.5%		4.0	%		8.50	%	Interest	$	353,260
	(line of credit)

December 31, 2013
	Original
Maturity	Principal	Interest							Monthly	Outstanding
Date	Amount	Rate	Floor			Ceiling			Payments	Balance
May 24, 2014	$3,600,000 (max)	Prime + 0.5%		4.0	%		8.50	%	Interest	$	529,270
	(line of credit)

Long-term debt at June 30, 2014 and December 31, 2013 consists of the following:

(a) The following notes are payable to a bank and secured by substantially all the assets of the Company or specific assets referred to in the loan documents and personal guarantees of the principal stockholders of the Company. At June 30, 2014 and December 31, 2013, the prime rate was 3.25%.

Maturity	Interest									Monthly		Outstanding Balance
Date	Rate			Floor			Ceiling			Payments		Jun-14		Dec-13
January 2014		Prime + 0.5	%		4.00	%		8.00	%		9,844		-		9,791
April 2015		Prime + 0.5	%		4.00	%		8.00	%		2,723		25,542		40,253
February 2016		Prime + 0.5	%		4.00	%		8.00	%		25,900		488,363		627,627
October 2016		Prime + 0.5	%		4.00	%		8.00	%		14,707		364,152		437,473
May 2017		4.00	%		4.00	%		8.00	%		6,979		203,987		240,232
February 2019		4.00	%		N/A			N/A			6,117		610,873		426,028
													1,692,917		1,781,404

9

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 3.          Pledged Assets, Line of Credit, and Long-Term Debt (Continued)

(b) The following notes are payable to banks and secured by real property and personal guarantees of the principal stockholder of the Company:

Maturity	Interest							Monthly		Outstanding Balance
Date	Rate			Floor		Ceiling		Payments		Jun-14		Dec-13
October 2017		4.00	%		N/A		N/A		7,217	$	890,144	$	915,147
October 2017		4.00	%		N/A		N/A		5,896		727,284		747,712
											1,617,428		1,662,859

(c) The following items are also included in long-term debt:

Maturity			Interest				Monthly		Outstanding Balance
Date	Payable to		Rate			Secured by	Payments		Jun-14		Dec-13
October 2017		Lender		0.90	%	Vehicle		616		24,223		27,768
January 2018		Lender		1.90	%	Vehicle		594		31,276		33,964
										55,499		61,732
Total of all long-term debt										3,365,845		3,505,995
Less current maturities										832,310		808,978
									$	2,533,535	$	2,697,017

10

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 4.          Stock Incentive Plan

The Company has a stock incentive agreement under which it has awarded restricted stock to a key employee of the Company. The plan provides restricted stock grants for shares of common stock at a value which is generally equal to the fair value of the underlying stock at the date of grant as determined by the Board of Directors. The vesting period is determined at the date of grant and generally does not exceed five years. The shares are subject to forfeiture if certain vesting requirements are not met.

Pursuant to the Plan, the Company had a restricted stock agreement with a key employee whereby the key employee received 556 shares of common stock. The stock vested in 20% increments on an annual basis as long as the employee was employed by the Company. The Company recorded $21,054 of expenses related to this agreement for the 6 months ended June 30, 2013. As of December 31, 2013, all shares were vested and there was no remaining unrecognized compensation expense.

Pursuant to the Plan, the Company has a restricted stock agreement with a key employee whereby the key employee received 621 shares of common stock.  The stock vests in 20% increments on an annual basis as long as the employee is employed by the Company.  The Company recorded $0 of expense related to this agreement for the 6 month periods ended June 30, 2014 and 2013.  As of June 30, 2014, there is no unrecognized compensation expense related to the nonvested shares to be recognized over 0.5 years. At June 30, 2014, the employee has become vested in 559 shares.

Note 5.          Major Supplier

Purchases from one supplier were 17% and 22% of net revenues for the 6 months ended June 30, 2014 and 2013, respectively. Accounts payable to this supplier at June 30, 2014 and December 31, 2013, were $555,444 and $812,126, respectively.

11

GemGroup Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 6.          Deferred Compensation

The Company has a deferred compensation agreement with a key employee that provides for a base amount of deferred compensation each year, and an additional amount based on the previous year’s revenues, excluding any sales on which the employee receives a commission. The deferred compensation vests 20% a year over a period of five years from the start of the year in which the compensation is granted. Vested amounts will be paid out within 30 days after the date of vesting. Upon termination of employment, all non-vested amounts will be cancelled. The Company has recorded a liability of $76,175 and $79,296 related to deferred compensation as of June 30, 2014 and December 31, 2013, respectively. The Company recognized compensation expense of $12,763 and $14,460 related to this agreement for the 6 month ended June 30, 2014 and 2013, respectively.

Note 7.          Subsequent Events

On July 1, 2014, we sold substantially all of our net gaming assets of GemGroup, for $19.75 million subject to certain post-closing working capital adjustments.

12

EX-99.3

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Balance Sheet

June 30, 2014

(dollars in thousands) 

						Pro Forma				Pro Forma
	GPI			GemGroup		Adjustments				Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	15,517		$	108	$	(8,858	)	(A)	$	6,767
Marketable securities		4,989			-		-				4,989
Accounts receivable, net		4,195			2,608		(289	)	(B)		6,514
Inventories		8,110			2,124		19		(C)		10,253
Prepaid expenses		838			501		(431	)	(D)		908
Deferred income tax asset		630			-		-				630
Restricted Cash		10,000			-		(10,000	)	(E)		-
Other current assets		2,438			-		(1,000	)	(F)		1,438
Total current assets		46,717			5,341		(20,559	)			31,499
Property and equipment, net		10,139			5,710		(1,059	)	(G)		14,790
Intangibles, net		923			-		3,221		(H)		4,144
Goodwill		-			1,941		7,801		(I)		9,742
Deferred income tax asset		3,264			-		-				3,264
Inventories, non-current		509			-		-				509
Other assets		2,349			56		(28	)	(J)		2,377
Total assets	$	63,901		$	13,048	$	(10,624	)		$	66,325
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Demand line of credit and shor-term debt	$	10,000		$	1,185	$	(1,185	)	(K)	$	10,000
Accounts payable		2,402			1,723		(523	)	(L)		3,602
Accrued liabilities		2,925			805		368		(M)		4,098
Customer deposits and deferred revenue		1,395			-		-				1,395
Income taxes payable		195			-		-				195
Total current liabilities		16,917			3,713		(1,340	)			19,290
Long-term Debt		-			2,534		(2,534	)	(N)		-
Deferred income tax liability		1,865			362		(362	)	(O)		1,865
Other Liabilities		-			51		-				51
Total liabilities		18,782			6,660		(4,236	)			21,206
Commitments and contingencies
Stockholders' Equity:
Preferred stock		-			-		-				-
Common stock		82			0.1		(0.1	)	(P)		82
Additional paid-in capital		19,853			3,572		(3,572	)	(P)		19,853
Treasury stock at cost		(2,262	)		-		-				(2,262	)
Retained earnings		25,920			2,816		(2,816	)	(P)		25,920
Accumulated other comprehensive income		1,526			-		-				1,526
Total stockholders' equity		45,119			6,388		(6,388	)			45,119
Total liabilities and stockholders' equity	$	63,901		$	13,048	$	(10,624	)		$	66,325

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2014

(dollars in thousands, except share and per share data) 

							Pro Forma				Pro Forma
	GPI			GemGroup			Adjustments				Combined
Revenues	$	10,216		$	12,974		$	(754	)	(A)	$	22,436
Cost of revenues		7,463			8,879			(350	)	(B)		15,992
Gross profit		2,753			4,095			(404	)			6,444
Marketing and sales		1,343			905			-				2,248
General and administrative		2,043			1,533			(386	)	(C)		3,190
Research and development		417			-			-				417
Operating (loss) income		(1,050	)		1,657			(18	)			589
Other income and (expense), net		49			(79	)		(46	)	(D)		(76	)
(Loss) income before income taxes		(1,001	)		1,578			(64	)			513
Income tax provision (benefit)		154			-			544		(E)		698
Net (loss) income	$	(1,155	)	$	1,578		$	(608	)		$	(185	)
Earnings per share:
Basic	$	(0.15	)								$	(0.02	)
Diluted	$	(0.15	)								$	(0.02	)
Weighted-average shares of common stock outstanding:
Basic		7,916										7,916
Diluted		7,916										7,916

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2013

(dollars in thousands, except share and per share data) 

							Pro Forma				Pro Forma
	GPI			GemGroup			Adjustments				Combined
Revenues	$	56,173		$	24,194		$	(870	)	(A)	$	79,497
Cost of revenues		38,584			17,615			(506	)	(B)		55,693
Gross profit		17,589			6,579			(364	)			23,804
Marketing and sales		5,988			1,751			-				7,739
General and administrative		9,023			2,049			135		(C)		11,207
Research and development		1,959			-			-				1,959
Operating (loss) income		619			2,779			(499	)			2,899
Other income and (expense), net		4			(195	)		(50	)	(D)		(241	)
(Loss) income before income taxes		623			2,584			(549	)			2,658
Income tax provision (benefit)		(543	)		-			948		(E)		405
Net (loss) income	$	1,166		$	2,584		$	(1,497	)		$	2,253
Earnings per share:
Basic	$	0.15									$	0.28
Diluted	$	0.15									$	0.28
Weighted-average shares of common stock outstanding:
Basic		7,942										7,942
Diluted		8,029										8,029

Note 1. Description of Transaction and Basis of Presentation

On July 1, 2014, we purchased the net gaming assets of GemGroup, a manufacturer of casino currency, cards and table layouts primarily sold under the Gemaco® brand, for $19.75 million subject to certain post-closing working capital adjustments. This acquisition has been accounted for as a business purchase under GAAP. Under the purchase method of accounting, the gaming assets and liabilities of GemGroup are recorded as of the completion of the acquisition, at their respective fair values, and consolidated with our assets and liabilities. The results of operations generated by the net gaming assets acquired have been consolidated with the Company beginning on the date of the acquisition.

Note 2: Preliminary Estimated Acquisition Consideration and Preliminary Estimated Acquisition Consideration Allocation

The following table sets forth the estimated allocation for each component of acquisition consideration paid, or estimated to be paid in the GemGroup acquisition (dollars in thousands):

Preliminary Estimated Acquisition Consideration
Cash	$	19,750
Purchase agreement contingencies		450
Total preliminary estimated acquisition consideration	$	20,200

For the purposes of these pro forma financial statements, the estimated acquisition consideration has been preliminarily allocated based on an estimate of the fair value of assets and liabilities acquired as of the acquisition date. The allocation of the estimated acquisition consideration for the gaming assets of GemGroup is based on estimates, assumptions, valuations and other studies which have not yet been finalized in order to make a definitive allocation. The final amounts allocated to assets acquired and liabilities assumed could differ materially from the amounts presented in the unaudited pro forma condensed consolidated combined financial statements.

The total preliminary estimated acquisition consideration as shown in the table above is allocated to the tangible and intangible assets and liabilities of the gaming assets of GemGroup based on their preliminary estimated fair values as follows (in thousands):

Preliminary Estimated Acquisition Consideration Allocation
Accounts receivable	$	2,319
Inventories		2,142
Prepaid Expenses		70
Other current assets		29
Property and Equipment		4,651
Intangible assets		3,221
Goodwill		9,742
Accounts payable		(1,200	)
Accrued liabilities		(723	)
Other liabilities		(51	)
Total preliminary estimated acquisition consideration	$	20,200

Note 3: Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document. Whereas the GemGroup column in the Pro Forma includes all of GemGroup’s assets and liabilities, GPI only acquired the Gaming assets and liabilities, which we identified as being substantially all of the GemGroup assets.

Adjustments included in the column under the heading ‘‘Pro Forma Adjustments’’ primarily relate to the following:

(A)	To reverse the book value of cash not acquired	$	(108	)
	To reflect the cash consideration paid for the acquisition		(8,750	)
	Total adjustment to cash		(8,858	)
(B)	To reverse the book value of accounts receivable not acquired	$	(289	)
	Total adjustment to accounts receivable		(289	)
(C)	To reverse the book value of inventory not acquired	$	(519	)
	To reflect the inventory acquired at FIFO		538
	Total adjustment to inventory		19
(D)	To reverse the book value of prepaid assets not acquired	$	(288	)
	To record the fair value of prepaid assets acquired		(143	)
	Total adjustment to prepaid assets		(431	)
(E)	To reflect the use of the restricted cash for the acquisition	$	(10,000	)
	Total adjustment to restricted cash		(10,000	)
(F)	To reflect the consumption of the deposit made for the acquisition	$	(1,000	)
	Total adjustment to deposits		(1,000	)
(G)	To reverse the book value of property and equipment not acquired	$	(1,248	)
	To record the fair value of property and equipment acquired		189
	Total adjustment to property and equipment		(1,059	)
(H)	To record the fair value of intangibles acquired and generated by the acquisition	$	3,221
	Total adjustment to intangibles		3,221
(I)	To reverse the book value of goodwill not acquired	$	(1,941	)
	To record the fair value of goodwill acquired and generated by the acquisition		9,742
	Total adjustment to goodwill		7,801
(J)	To reverse the book value of other assets not acquired	$	(28	)
	Total adjustment to other assets		(28	)
(K)	To reverse the book value of the line of credit and short-term debt not acquired	$	(1,185	)
	Total adjustment to line of credit and debt		(1,185	)
(L)	To reverse the book value of accounts payable not acquired	$	(523	)
	Total adjustment to accounts payable		(523	)
(M)	To reverse the book value of accrued liabilities not acquired	$	(82	)
	To record the estimated fair value of accrued liabilites acquired		450
	Total adjustment to accrued liabilities		368
(N)	To reverse the book value of long-term debt not acquired	$	(2,534	)
	Total adjustment to long-term debt		(2,534	)
(O)	To reverse the book value of deffered tax liabilities not acquired		(362	)
	Total adjustment to other assets		(362	)
(P)	To reverse the book value of common stock not acquired	$	(0.1	)
	To reverse the additional paid in capital not acquired		(3,572	)
	To reverse the retained earnings not acquired		(2,816	)
	Total adjustment to stockholders' equity		(6,388	)

Note 4: Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments for the Six Months Ended June 30, 2014

The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.

Adjustments included in the column under the heading ‘‘Pro Forma Adjustments’’ primarily relate to the following:

(A)	To eliminate the revenue not generated by the net assets acquired	$	(1,385	)
	To record revenue according to GPI's accounting principles		631
	Total adjustment to revenue		(754	)
(B)	To eliminate the cost of revenue not generated by the net assets acquired	$	(990	)
	To record cost of revenue according to GPI's accounting principles		631
	To record the depreciation expense for revaluation of property and equipment		9
	Total adjustment to cost of revenue		(350	)
(C)	To eliminate general and administrative expenses not related to the gaming assets acquired	$	(247	)
	To eliminate the cost related to the acquisition	$	(300	)
	To record the amortization of newly identified intangible assets		161
	Total adjustment to general and administrative		(386	)
(D)	To eliminate other income and expense not related to the gaming assets acquired	$	78
	To record the interest expense as if GPI had entered into the $10.0 million line of credit as of January 1st, 2014.		(124	)
	Total adjustment to other income and expense		(46	)
(E)	Effect of pro forma adjustments on the income tax expense, at statutory federal and state tax rates	$	544
	Total adjustment to income tax		544

Note 5: Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments for the Year Ended December 31, 2013

The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.

Adjustments included in the column under the heading ‘‘Pro Forma Adjustments’’ primarily relate to the following:

(A)	To eliminate the revenue not generated by the net assets acquired	$	(2,232	)
	To record revenue according to GPI's accounting principles		1,362
	Total adjustment to revenue		(870	)
(B)	To eliminate the cost of revenue not generated by the net assets acquired	$	(1,887	)
	To record cost of revenue according to GPI's accounting principles		1,362
	To record the depreciation expense for revaluation of property and equipment		19
	Total adjustment to cost of revenue		(506	)
(C)	To eliminate general and administrative expenses not related to the gaming assets acquired	$	(187	)
	To record the amortization of newly identified intangible assets		322
	Total adjustment to general and administrative		135
(D)	To eliminate other income and expense not related to the gaming assets acquired	$	198
	To record the interest expense as if GPI had entered into the $10.0 million line of credit as of January 1st, 2013.		(248	)
	Total adjustment to other income and expense		(50	)
(E)	Effect of pro forma adjustments on the income tax expense, at statutory federal and state tax rates	$	948
	Total adjustment to income tax		948