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Acquisitions
6 Months Ended
Jun. 30, 2011
Acquisitions  
Acquisitions
2.
ACQUISITIONS
 
Century Casino in Calgary
 
On January 13, 2010, the Company, through Century Casinos Europe ("CCE"), acquired 100% of the issued and outstanding shares of Frank Sisson's Silver Dollar Ltd. ("FSSD") and 100% of the issued and outstanding shares of EGC Properties Ltd. ("EGC"). FSSD and EGC collectively owned and operated the Silver Dollar Casino and related land in Calgary, Alberta, Canada. In November 2010, we rebranded the casino under the name Century Casino in Calgary.
 
The total consideration for the transaction was $11.5 million, which consisted of a $10.7 million purchase price plus a net working capital adjustment of $0.8 million. CCE paid $1.0 million on the acquisition on November 6, 2009. On January 13, 2010, CCE paid the remaining $10.5 million. The purchase price was paid from cash on hand. There was no contingent consideration for the transaction.
 
The Company incurred acquisition costs of approximately $0.3 million. The majority of these costs, which include legal, accounting and valuation fees, were recorded as general and administrative expenses during the fourth quarter of 2009.
 
The following table presents the allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values on January 13, 2010, the date of acquisition:
 
 
Amounts in thousands
     
 
Acquisition Date
 
January 13, 2010
 
 
Cash
  $ 1,193  
 
Accounts receivable
    202  
 
Prepaid expenses
    207  
 
Inventory
    56  
 
Property and equipment
    10,977  
 
Deferred tax asset, net
    690  
 
Total assets acquired
    13,325  
 
Accounts payable and accrued liabilities
    429  
 
Accrued payroll
    222  
 
Total liabilities assumed
    651  
 
Net assets
    12,674  
 
Excess of net assets over purchase consideration (bargain purchase)
    1,180  
 
Purchase consideration
    11,494  
           
 
Cash acquired
    (1,193 )
 
Cash deposit made in 2009
    (1,000 )
 
Net cash paid in 2010
  $ 9,301  
 
During the year ended December 31, 2010, the Company recognized a $1.2 million gain on the bargain purchase associated with the Century Casino in Calgary acquisition. The bargain purchase was the result of the fair market value of the assets acquired exceeding the purchase price. Pro forma results of operations for 2010 have not been presented, as the impact on consolidated financial results would not have been material.