Note 2. Acquisition

On July 1, 2014, we completed the acquisition of substantially all of the net gaming assets of GemGroup, a manufacturer of playing cards, casino currency, and table layouts primarily sold under the Gemaco^® brand, for $20.016 million which includes the original payment of $19.75 million and a post-closing working capital adjustment of $0.266 million paid in December 2014. $2.0 million dollars of the purchase price was placed in escrow to secure GemGroup's indemnification obligations under the Asset Purchase Agreement, dated July 1, 2014 (the Purchase Agreement). The GemGroup Acquisition strengthened our manufacturing capabilities and increased our United States market share in both playing cards and table layouts, two important sources of recurring revenue. Further, it expanded our product offerings in the growing Asia-Pacific region as the Gemaco brand had a strong market presence in the Asia-Pacific table layout business. The GemGroup Acquisition was accounted for using the acquisition method required by Accounting Standards Codification (ASC) Topic 805, Business Combinations. As a result, the gaming assets and liabilities of GemGroup were recorded as of the completion of the acquisition, at their respective estimated fair values, and consolidated with our assets and liabilities. The results of GemGroup were consolidated with the Company beginning on the date of the acquisition.

In December 2014, we completed the relocation of all our playing card production from Mexico to our facility in Blue Springs, Missouri. The consolidation was part of our strategic plan to improve the efficiency of our playing card production and has provided significant savings in the manufacturing of playing cards. The consolidation resulted in a net headcount reduction of 95 full-time employees. As of December 31, 2014, we incurred one-time costs in the amount of $0.6 million related to the relocation. These charges included primarily employee separation costs as well as equipment and inventory impairment charges and travel and training costs. In addition to these one-time costs, we incurred $0.3 million of acquisition related expenses.

Cash	$	19,750
Purchase agreement contingencies		266
Total acquisition consideration	$	20,016

The acquisition consideration was consolidated on the Company’s balance sheet based on estimates of the fair values of assets and liabilities acquired as of the acquisition date and adjusted in December 2014.

The allocation of the acquisition consideration was as follows (dollars in thousands):

Accounts receivable	$	2,317
Inventories		1,961
Prepaid expenses		70
Other current assets		40
Property and equipment		5,126
Goodwill		10,292
Intangible assets		2,004
Accounts payable		(1,126)
Accrued liabilities		(617)
Other liabilities		(51)
Total acquisition consideration	$	20,016

The Company’s consolidated net revenues for the six months ended December 31, 2014 included $11.2 million attributable to GemGroup. Due to integration of the combined businesses since the day of acquisition, it is impractical to determine the earnings or loss contributed by the acquisition.

The following unaudited pro forma results of consolidated operations for the fiscal year ended December 31, 2014 have been prepared as if the acquisition of the gaming assets of GemGroup had occurred at January 1, 2014 (in thousands, except per share data):

	Year Ended
	December 31,
	2014
Net revenues	$	73,353
Net income attributable to common stockholders		2,111
Earnings per share—Basic		0.27
Earnings per share—Diluted		0.26

The unaudited pro forma results of consolidated operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. These unaudited pro forma results of consolidated operations were derived, in part, from the historical financial statements of GemGroup and other available information and assumptions believed to be reasonable under the circumstances.