UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-K/A

(Amendment
No. 1)





(Mark One)



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



For the fiscal year ended December
31, 2014



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|- | -------------------------------------------------------------------
|  | EXCHANGE ACT OF 1934 for the transition period from             to 



Commission file number 0-23588







GAMING PARTNERS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its
charter)



|NEVADA                   |  | 88-0310433                          
|------------------------ |  | ------------------------------------
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



1700 Industrial Road, Las Vegas, Nevada 89102

(Address of principal executive offices)



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



Securities registered pursuant to Section 12(b)
of the Act:  None



Securities registered pursuant to Section 12(g)
of the Act:  Common Stock, par value $0.01 per share



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈
Yes  x No



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.  ̈
Yes  x No



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



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



Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  ̈



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
(check one): Large accelerated filer  ̈ Accelerated filer  ̈
Non-accelerated filer  ̈ Smaller reporting company x



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



The aggregate market
value of Common Stock by non-affiliates of the registrant as of June 30, 2014 (the last business day of the most recently completed
second fiscal quarter), based on the closing price as reported on the NASDAQ Global Market of $8.16 per share: $29,948,514.



As of March 12, 2015,
there were outstanding 7,916,094shares of the registrant’s Common Stock, par value $0.01 per share.



Documents Incorporated
by Reference:



Portions of our definitive
Proxy Statement relating to our 2015 annual stockholders’ meeting are incorporated herein by reference in Part III of this
Annual Report on Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days
after conclusion of the registrant’s year ended December 31, 2014.

















EXPLANATORY
NOTE



We are filing this Amendment to our Form
10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on March 19, 2015, solely to
correct (a) a typographical error in the signature date of the Report of Independent Registered Public Accounting Firm in Part
II, Item 8, which was dated March 19, 2014 instead of March 19, 2015, and (b) the exhibit index in Part IV, Item 15, which inadvertently
omitted footnote cross-references. Except for these corrections, there have been no changes in any of the financial or other information
contained in the report. For convenience, the entire Form 10-K, as amended, is being re-filed.





TABLE OF CONTENTS





|PART I   |          |                                                                                                               | 1 
|-------- | -------- | ------------------------------------------------------------------------------------------------------------- | --
|         | Item 1.  | Business.                                                                                                     | 1 
|         | Item 1A. | Risk Factors.                                                                                                 | 8 
|         | Item 1B. | Unresolved Staff Comments.                                                                                    | 12
|         | Item 2.  | Properties.                                                                                                   | 12
|         | Item 3.  | Legal Proceedings.                                                                                            | 13
|         | Item 4.  | Mine Safety Disclosures                                                                                       | 13
|         |          |                                                                                                               |   
|PART II  |          |                                                                                                               | 14
|         | Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 14
|         | Item 6.  | Selected Financial Data.                                                                                      | 14
|         | Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                        | 16
|         | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.                                                   | 24
|         | Item 8.  | Financial Statements and Supplementary Data.                                                                  | 26
|         |          | Report of Independent Registered Public Accounting Firm                                                       | 28
|         |          | Consolidated Balance Sheets                                                                                   | 29
|         |          | Consolidated Statements of Income                                                                             | 30
|         |          | Consolidated Statements of Comprehensive Income                                                               | 32
|         |          | Consolidated Statements of Stockholders’ Equity                                                               | 32
|         |          | Consolidated Statements of Cash Flows                                                                         | 33
|         |          | Notes to Consolidated Financial Statements                                                                    | 34
|         | Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                         | 50
|         | Item 9A. | Controls and Procedures.                                                                                      | 50
|         | Item 9B. | Other Information.                                                                                            | 51
|         |          |                                                                                                               |   
|PART III |          |                                                                                                               | 51
|         | Item 10. | Directors, Executive Officers, and Corporate Governance.                                                      | 51
|         | Item 11. | Executive Compensation.                                                                                       | 51
|         | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.               | 51
|         | Item 13. | Certain Relationships and Related Transactions and Director Independence.                                     | 51
|         | Item 14. | Principal Accountant Fees and Services.                                                                       | 51
|         |          |                                                                                                               |   
|PART IV  |          |                                                                                                               | 52
|         | Item 15. | Exhibits, Financial Statement Schedules                                                                       | 52

















PART I



Statement Regarding Forward-Looking Statements



This
report on Form 10-K contains forward-looking statements regarding future events or our future financial and operational performance.
Forward-looking statements include statements regarding markets for our products; trends in net sales, gross profits and estimated
expense levels; liquidity and anticipated cash needs and availability; and any statement that contains the words “anticipate,”
“believe,” “plan,” “forecast,” “foresee,” “estimate,” “project,”
“expect,” “seek,” “target,” “intend,” “goal” and other similar expressions.
The forward-looking statements included in this report reflect our current expectations and beliefs, and we do not undertake publicly
to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in
this annual report or future quarterly reports to stockholders, press releases or company statements will not be realized. In addition,
the inclusion of any statement in this report does not constitute an admission by us that the events or circumstances described
in such statement are material. Furthermore, we wish to caution and advise readers that these statements are based on assumptions
that may not materialize and may involve risks and uncertainties, many of which are beyond our control, that could cause actual
events or performance to differ materially from those contained or implied in these forward-looking statements. These risks and
uncertainties include the business and economic risks described in Item 1A. Risk Factors.



Unless otherwise indicated or unless the
context requires otherwise, all references in this document to “GPIC,” “our company,” “we,”
“us,” “our,” and similar names refer to Gaming Partners International Corporation and its subsidiaries.



Item 1.  Business



Company Overview



Gaming Partners International Corporation,
a Nevada corporation (GPIC or the Company), is headquartered in Las Vegas, Nevada and has three operating subsidiaries: Gaming
Partners International USA, Inc. (GPI USA) (including GPI Mexicana S.A. de C.V. (GPI Mexicana), our maquiladora manufacturing
operation in Mexico, and GPI Blue Springs our manufacturing facility in Missouri), Gaming Partners International SAS (GPI SAS),
and Gaming Partners International Asia Limited (GPI Asia).  On July 1, 2014, we acquired substantially all of the net
gaming assets (the GemGroup Acquisition) of GemGroup Inc. and its subsidiaries (collectively, GemGroup). For additional information
regarding the GemGroup Acquisition, see Part II—Item 8. Financial Statements and Supplementary Data—Notes
to Consolidated Financial Statements—Note 2 – Acquisition. Our subsidiaries have the following distribution and
product focus:



| | • | GPI USA sells in the United States, Canada, the Caribbean, and Latin America. GPI USA sells our full product line, with most
of the products manufactured in either San Luis Rio Colorado, Mexico, or, since July 1, 2014 (in connection with the GemGroup Acquisition),
at our facility in Blue Springs, Missouri. The remainder is either manufactured in France or purchased from United States vendors.
We also warehouse inventory in San Luis, Arizona and at our Las Vegas, Nevada headquarters, and, since July 1, 2014 (in connection
with the GemGroup Acquisition), in Blue Springs, Missouri. We have sales offices in Las Vegas, Nevada; Atlantic City, New Jersey;
Gulfport, Mississippi; and Blue Springs, Missouri.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI SAS sells primarily in Europe and Africa out of its office in Beaune, France. GPI SAS predominantly sells casino currencies,
including both American-style, known as chips, and European-style, known as plaques and jetons. Most of the products sold by GPI
SAS are manufactured in France, with the remainder manufactured in Mexico.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI Asia, located in Macau S.A.R., China, distributes all our casino currencies, RFID product solutions, playing cards, and
other table accessories in the Asia-Pacific region. As a result of the GemGroup Acquisition, since July 1, 2014, GPI Asia also
sells layouts and upholstery manufactured in Macau S.A.R.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have established brand names such as
Paulson®, Bourgogne et Grasset® (BG®), Bud Jones®and Blue Chip®
(BC®) and recently acquired Gemaco® (see Part II—Item 8. Financial Statements and Supplementary
Data—Notes to Consolidated Financial Statements—Note 2 – Acquisition).



We are one of the gaming industry’s
leading manufacturers and suppliers of casino table game equipment. We custom manufacture and supply casino currencies, playing
cards, table layouts, gaming furniture, table accessories, dice, roulette wheels, and RFID readers and software, all of which are
used with casino table games such as blackjack, poker, baccarat, craps, and roulette. Our products fall into two categories –
non-consumable and consumable. Non-consumable products consist of casino currencies, gaming furniture, and RFID solutions. These
products typically have a useful life of several years or longer. Sales of non-consumables are typically driven by casino openings,
expansions, and rebrandings, as well as replacement in the normal course of business. Consumable products consist of playing cards,
table layouts, dice, and table accessories. These products each have a useful life that ranges from several hours for playing cards
and dice to several months for layouts. Casinos tend to buy these products annually if not more frequently.





1







The majority of our products are specifically
designed and produced to meet our customers’ requirements, whether they are related to use, branding, aesthetic appeal, security,
or anti-counterfeiting features. We believe our ability to produce products with a variety of styles and features, in combination
with years of reliable delivery, enhance our competitive position. With each new casino opening, it is our goal to supply our table
game products and accessories to fulfill all of the casino’s table games. Through this strategy, revenues are generated both
from the initial sale to the new casino and on a continuing basis through replenishment of consumables as the new casino becomes
part of our customer base.



GemGroup Acquisition



On July 1, 2014, we completed the acquisition
of substantially all of the net gaming assets of GemGroup for $19.75 million using a combination of cash and bank financing. GemGroup
was a privately-held manufacturer of playing cards, casino currency, and table layouts primarily sold under the Gemaco brand. The
purchase significantly increases our playing card market share. The Company borrowed $10.0 million under a demand line of credit
with HSBC Bank USA, National Association, the net proceeds of which were used toward the payment of the purchase price for the
GemGroup Acquisition. A portion of the purchase price was escrowed to secure GemGroup's indemnification obligations. For additional
information regarding the GemGroup Acquisition, see Part II – Item 8. Financial Statements and Supplementary Data –
Notes to Consolidated Financial Statements – Note 2-Acquisition.



Relocation of Playing Card Production



In December 2014; we completed the relocation
of all our playing card production from Mexico to our facility in Blue Springs, Missouri. The consolidation is part of our strategic
plan to improve the efficiency of our playing card production operations and is expected to provide 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.



Product Segments



We operate in one operating segment –
casino table game products in multi-geographic areas. (See Part II – Item 8. Financial Statements and Supplementary
Data – Notes to Consolidated Financial Statements – Note 13-Geographic and Product Line Information.





2







Products



The following summarizes sales of our products
by product line (in thousands) for the years ended December 31:





|                                     |  | 2014 |        |  | 2013 |  |       | Year to Year Change | 
|------------------------------------ |  | ---- | ------ |  | ---- |  | ----- | ------------------- | 
|                                     |  |      |        |  |      |  |       |                     | 
|Casino currency without RFID         |  | $    | 14,511 |  |      |  | 23.8  | %                   | 
|Casino currency with RFID            |  |      | 14,315 |  |      |  | 23.5  | %                   | 
|                                     |  |      |        |  |      |  |       |                     | 
|Total casino currency                |  |      | 28,826 |  |      |  | 47.3  | %                   | 
|                                     |  |      |        |  |      |  |       |                     | 
|Playing cards                        |  |      | 15,139 |  |      |  | 24.8  | %                   | 
|Table layouts                        |  |      | 5,352  |  |      |  | 8.8   | %                   | 
|Table accessories and other products |  |      | 3,303  |  |      |  | 5.4   | %                   | 
|Dice                                 |  |      | 2,452  |  |      |  | 4.0   | %                   | 
|Gaming furniture                     |  |      | 1,957  |  |      |  | 3.2   | %                   | 
|RFID solutions                       |  |      | 1,566  |  |      |  | 2.6   | %                   | 
|Shipping                             |  |      | 2,377  |  |      |  | 3.9   | %                   | 
|Total                                |  | $    | 60,972 |  |      |  | 100.0 | %                   | 





Casino Currency



Casinos use chips, jetons and plaques as
the primary currency for traditional table games. Our broad range of currency products enables us to meet our customers’
preferences and specifications, including branding, aesthetic, security, and anti-counterfeiting features. Because casino currency,
like real currency, is subject to counterfeiting, we incorporate a variety of custom security and anti-counterfeit features, such
as UV pigments, UV inks, four-color process UV markings, gold lace materials, laser pigments, alpha dots, customized rings, number
serializations, holograms, and micro-text. Another feature that is important in the manufacture of secure casino currency is the
use of more complex multi-shot molds and plaque designs to enhance the design complexity. Our most sophisticated anti-counterfeiting
feature is an RFID device, which is a microchip that can be embedded in our casino currency making them counterfeit resistant.



Typically, a casino will order all of its
casino currency, including replacement currency, from a single supplier. Accordingly, we strive to become the original casino currency
supplier to a casino upon its opening, thereby enhancing our opportunity to receive additional sales when the casino places replacement
orders or grows. A new casino order will typically include at least five to seven distinct currency denominations, colors, and
styles, ranging in denominations from $0.50 to in excess of $1 million. Our selling price depends on customization, quantities,
design, and security features. Casino currency can be divided into two basic styles: American-style, known as chips, and European-style,
known as jetons and plaques. We hold the leading worldwide market share in casino currency.



American-style Casino Currency



American-stylecasino currency, commonly
known as chips is used worldwide. There are currently three main manufacturing technologies used to produce this type of currency:
injection molding, thermo-compression molding, and sublimation. We produce casino currency using all three of these methods. We
sell American-style casino currency under the Paulson®, Bud Jones®, and BG® brand
names.



| | • | Injection-molded Currency.Plastic injection-molded casino currencies are made with several injection-molded colors,
typically with a central metal piece for added weight, and printed decals. There are several standard diameters and a wide range
of design and color combinations. Various security features are used to make the currencies counterfeit resistant, including UV
pigments, laser pigments, holograms, and RFID technology. Under our BG brand, our Premium Chip allows for the design and full customization
of the chip mold.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Thermo-compression Molded Currency.Thermo-compression molded casino currencies are manufactured from a proprietary
formulation. Printed decals or “inlays” are incorporated in the product during the compression steps. Customized designs,
security, and identifying features are incorporated into the currencies. These casino currencies have a unique feel and easy
handling and are often referred to as “clay chips.” Thermo-compression molded currencies are manufactured under the
Paulson brand. Various security features are used to make the currency more counterfeit resistant, including 4C-UV, gold lace material,
UV pigments, UV inks, laser pigments, alpha-dot, customized rim, and RFID technology.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







| | • | Laser Cut-Thermo-compression Molded Currency. Laser cut thermos-compression molded casino currencies feature multiple
intricate edge insert designs, expanded decal options and the most advanced technology in security features. These casino currencies
are considered a hybrid chip combining plaque and jeton materials and aesthetic features with the easier handling properties of
American style casino currency. Various available security features such as RFID technology, EM detection, microdots, serialization,
Laser Track, 4C-UV, UV Electro Luminescent Pigments L-1, holograms and security film are used to make the currency more counterfeit
resistant.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Sublimation Currency.Sublimation currencies, manufactured under the BG brand, are made of an injection-molded disc
of white plastic material. The design of these currencies is transferred to the material using a proprietary technology called
“pad printing.” This technology permits simultaneous printing on the face and the edge of the currency. We refer to
this casino currency style as “Full Face.” The security feature available for sublimation currencies is laser pigments.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



European-style Casino Currency



Jetons and plaques are European-style casino
currency. Jetons are circular with multiple diameters. Plaques are rectangular, square, oval, or custom-shaped. Jetons and plaques
are made of laminated cellulose acetate with a large range of colors, shapes, security, and anti-counterfeit components such as
UV pigment, number serialization, laser pigment, gold lace material, and RFID technology and other custom proprietary designs. GPI
SAS created its original product line in 1925 and has held the leading position in this market since that time.



RFID Casino Currency



Since 1996, we have been at the forefront
of developing applications of RFID technology for use in casino currency. RFID in gaming started with low-frequency (125 KHz) RFID
being used for anti-counterfeiting security and tracking. In addition to low frequency RFID, we developed and introduced, in 2006,
a high-frequency (13.56 MHz) line of RFID products which offer a higher level of security and a higher speed than 125 KHz. After
three years of research and development, we introduced a new high performance RFID technology in 2014. This technology consists
of a new tag for gaming chips and plaques, a reader we specifically developed for the gaming industry, and a large range of antennas.
We have the exclusive right to use this technology.



We offer a full line of RFID casino currency
and readers available in both low and high frequency. Our products which include readers for cage, table, and vault applications,
are integrated to provide casino currency authentication and tracking across multiple locations within a casino. RFID enables
quick and accurate accounting and verification of casino currency, either one at a time or in large quantities, whether in stacks,
boxes, trays, cabinets, or on the tables.



As of December 31, 2014, we had exclusive rights to two patents licensed from International Game Technology (IGT) related
to RFID for use in casino currencies, as well as any gaming table tracking system and method. The patents expire in 2015. On July
8, 2014, we acquired the two patents that allow us to exclusively market, sell, manufacture and distribute RFID casino currency,
readers and systems in the United States. Expiration of these patents is not expected to affect our market share of RFID products
and solutions as we continue to maintain strong working relationships with our existing RFID customers. For more information regarding
the acquisition of the patents from IGT, see Part II-Item 8. Financial Statements and Supplementary Data – Notes to Consolidated
Financial Statements – Note 11-Commitments and Contingencies.



RFID Solutions



RFID solutions for casino currency consist of low- and multiple
13.56 MHz high-frequency RFID technologies for casino currency readers and antennas, as well as our CIS software, hardware, and
maintenance services, and are sold as a system to authenticate RFID casino currency.



Playing Cards



We manufacture and sell two brands (Paulson
and Gemaco) of paper casino playing cards in single, multi-deck, and pre-shuffled packages. In addition, we offer plastic cards
under our Gemaco brand. Based on casino controls and practices, playing cards are typically replaced at least every 24 hours, excluding
plastic cards which are used for longer periods. A casino typically enters into a one- or two-year purchase commitment with a supplier
to supply its playing cards at regular intervals, generally monthly or quarterly. Our playing cards are currently compatible with
all available types of playing card shufflers.





4







Table Layouts



We manufacture table layouts for the North
American and European markets and, as of July 1, 2014 (in connection with the GemGroup Acquisition), for the Asia-Pacific region.
All live gaming tables are covered with a layout printed with artwork particular to each specific game and casino preference. We
have developed a comprehensive range of layout fabric and printing processes using wool, polyester, and our proprietary Paul-Son
FX material, to give our customers maximum flexibility when developing their design preferences. Our printing processes include
screen printing, custom hand painting, full graphic sublimation, and graphic direct printing. All graphic designs are developed
by our art department in concert with our casino customers to ensure complete satisfaction.



Gaming Furniture



We sell a variety of casino gaming furniture,
including tables, bases, and pit podiums. Our hand-crafted gaming tables are custom-designed to integrate seamlessly with each
casino customer’s interior and branded design. Our tables support our proprietary accessories and RFID systems and are able
to incorporate third-party casino equipment products, including playing card shufflers, playing card readers, monitors, bill validators,
and IT products. Gaming furniture is typically sold in combination with table layouts and table accessories.



Table Accessories and
Other Products



We offer our customers a full line of casino
table game accessories, including roulette reader boards, foot rails, chip trays, drop boxes, shoes, cut cards, dice sticks, lammers,
markers, buttons, and our Air Rail System ventilation device that creates an air flow at the gaming table to push odors away from
the dealer. These products are generally sold in conjunction with the sale of gaming tables and tend to have long useful lives.
We have aligned ourselves with key casino accessory vendors, such as TECHART, to provide many of these products. We are a licensed
manufacturer of roulette wheels and sell them worldwide.



Dice



Our precision dice brands are manufactured
in conformity with the strictest standards of gaming regulations, and we offer a variety of customization options, including size,
finish type, customer logo, color, serialization, and security features such as laser pigment. In a busy casino, a stick of dice
(two and one-half pair) does not generally remain in play for more than eight hours.



Backlog



At December 31, 2014, our backlog of signed
orders for 2015 was $10.5 million, consisting of $6 million for GPI USA, $4.1 million for GPI ASIA, and $0.4 million for GPI SAS.
At December 31, 2013, our backlog of signed orders for 2014 was $4.5 million, consisting of $2.5 million for GPI USA, $1.6 million
for GPI Asia, and $0.4 million for GPI SAS.



Sales, Advertising, and Promotion



We maintain a global sales network. In the
Americas, we generally sell and service our full suite of products through our U.S.-based sales force. In Europe and Africa, we
generally sell and service our products through our Beaune, France-based sales force. In the Asia-Pacific region, we distribute
products through our Macau S.A.R., China-based sales force.In the few cases when direct selling is not feasible because
of local conditions, we may enter into agreements with carefully selected local sales agents or distributors. However, we always
maintain direct contact with the designated representative and the end customers to ensure that our brand integrity is not compromised.



We maintain in-house product design services
groups in the United States, France, and Asia to support our sales staff to develop artwork for custom products and to support
our manufacturing operations.



We actively promote our product lines, service
capabilities, and product quality in a variety of traditional and emerging media. We place advertising in trade publications, support
frequent editorial inquiries, and participate in major casino industry trade shows, including the Global Gaming Expo (G2E) events
in Las Vegas, Nevada and Macau S.A.R., China, the International Casino Exhibition (ICE) show in London, and the National Indian
Gaming Association (NIGA) show held in various cities in the United States. We also promote our products through periodic direct-to-customer
print and e-mail campaigns and maintain a website dedicated to providing our customers with an easy-to-use product information
resource.





5







We also market casino-specific themed products
in certain gaming jurisdictions, including casino currency, layouts, playing cards, and dice. These themed products are used by
our customers to promote special events, including sporting events, conventions, holidays, casino anniversaries, and premier entertainment
events.



Competition



We compete against a variety of casino table
game equipment suppliers across our product lines. We believe our competitive advantages include our reputation, manufacturing
capability, sales staff experience, distribution channels, regulatory and jurisdictional licenses, financial strength, and our
ability to provide a complete line of products which allows customers the ease of dealing with a single company.



Casino Currency Our major competitors
for casino currency are ICON Poker, Inc., based in the United States; Abbiati Casino Equipment Snc., based in Italy; Dolphin Products
Pty Ltd., based in Hong-Kong; and Matsui Gaming Machine Co., Ltd., based in Japan. We believe our key competitive
factors for casino currency sales are region specific products, reputation, quality, widespread jurisdictional licensing, emphasis
on and the range of security features and configurable custom design options, understanding of players’ and dealers’
preferences, and value.



RFID Solutions No single company
provides the range of products and services we provide. We believe the primary competitive advantages for RFID solutions sales
are our longstanding expertise with RFID, exclusive licenses and patents, CIS software, and RFID readers, as well as product quality,
security, service, and value.



Playing Cards Our major competitors
for playing cards are The United States Playing Card Company based in the United States, and the Angel Playing Cards Co., Ltd,
based in Japan. We believe our key competitive factors for playing cards are intrinsic card characteristics including finish, weight
of paper, and snap memory, as well as other factors such as capacity, brand diversity, jurisdictional licensing, security, manufacturing
quality control, delivery reliability, value and our focus in the North American market.



Table Layouts Our primary competitors
for casino table layouts are Midwest Game Supply Co., and Rye Park Gaming LLC, both based in the United States, as well as
TCS/John Huxley based in the United Kingdom. Our primary competitors in Asia are TCS, Matsui and Colorway. In addition, there are
multiple small, regional competitors in virtually all markets. We believe our key competitive factors for table layout sales are
fabric quality and durability, lead times, printing processes, and value.



Gaming Furniture   Our principal competitors
for casino gaming furniture are USA Gaming Supply Inc., Avalon Gaming Inc., and KP Gaming Supplies Inc., all based in the United
States, as well as TCS/John Huxley, Abbiati Casino Equipment, and smaller regional wood shops. We believe our primary competitive
factors are our ability to design and produce customized furniture, a wide range of table types and configurations, production
lead times, craftsmanship, jurisdictional approvals, and value.



Table Accessories and Other Products
Our principal competitors for distributing table accessories and other products including drop boxes, dealing shoes, chip trays,
chip bank covers, and foot rails are small local distributors. We believe that our key competitive factors for these products are
our ability to be a single-source supplier, as well as our service and product quality.



Dice With the exit of United States
Playing Cards from dice manufacturing, our primary competitor for casino dice sales is Midwest Game Supply Co. We believe
our primary competitive factors for dice sales are product quality, capacity, brands, product options, service, and value.



Materials and Supplies



Where possible, we diversify our supplier
base to avoid a disruption of supply. For critical supplies, we inventory, when possible, additional quantities to minimize risk.
However, some key raw materials for our principal products, such as RFID tags, have unique suppliers. In most other cases, our
raw materials are staple goods such as paper, plastic, wood, felt, and synthetic fabric, which are readily available from several
suppliers. We believe the availability of these materials is adequate to meet our ongoing manufacturing needs.





6







Manufacturing



We produce most of the products we sell
on a build-to-order basis due to the customized nature of our customers’ orders. Our manufacturing facilities are in Beaune,
France, San Luis Rio Colorado, Mexico, and as of July 1, 2014, Blue Springs, Missouri and Macau S.A.R China. The major products
produced in France are our Bourgogne et Grasset brand of American-style casino chips, as well as plaques and jetons. In Mexico,
we produce Paulson, Bud Jones, and Bourgogne et Grasset brands of American-style casino chips, as well as, table layouts, gaming
furniture and upholstery, table accessories, and dice. In Blue Springs we produce Paulson and Gemaco playing cards, and layouts.
In Macau S.A.R. we manufacture table layouts and upholstery. We have the facilities, equipment, and personnel necessary to meet
expected customer demand.



Research and Development



In response to our customers’ changing
and more complex product needs, we continue to invest in developing new and improved products. In 2014, we introduced a new casino
currency product line, the V-Series American-style injection molded chip. The V-Series offers casinos a broad range of new mold
designs incorporating a new material formulation that significantly increases the durability of the chip and also includes Chip
Shield, an antifungal agent that protects the gaming chip by keeping it cleaner, longer. The first orders for the V-series were
received at the end of 2014. Also in 2014, built on the ISO 18000-3M3 standard, we introduced SMART RFID, the latest generation
in RFID technology. For SMART, we developed a new range of high frequency RFID products and solutions including specially developed
tags, hardware readers, and antennas. For information regarding the amounts spent during fiscal 2014 and 2013 on research and development
activities, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



Intellectual Property



We own numerous United States and international
patents. We believe that our trademarks, logos, and patent rights are valuable to our operations and are important to our marketing
strategy. Our policy is to actively pursue and maintain registration of our trademarks and logos where our business strategy requires
us to do so and to vigorously defend against any infringement or dilution of our trademarks, logos, or patent rights. Many of our
trademarks have international protections.



Environmental Matters



Our operations are designed to be in compliance
with international, federal, state, and local laws and regulations that have been enacted or adopted relating to the protection
of the environment. Any liability for environmental remediation or costs will be accrued by us if it is considered probable and
the costs can be reasonably estimated.



Employees



At December 31, 2014, we employed 726
people, consisting of 395 employees in Mexico, 181 in the United States (including 123 in Blue Springs, Missouri), 126 in France,
and 24 in Macau S.A.R. None of our employees are covered by collective bargaining agreements and we believe that our relations
with our employees are good.



Regulation and Licensing



The gaming operations of each of our subsidiaries,
as well as the operations of casinos, are subject to extensive regulation by over 200 state, federal, tribal, and international
agencies, with the majority of oversight by individual state gaming control boards and tribal gaming agencies. We have never been
denied a gaming-related license.



While the regulatory requirements vary from
jurisdiction to jurisdiction, most require licenses, permits, findings of suitability, documentation of qualification including
evidence of financial stability and/or other required approvals for companies who manufacture and distribute gaming equipment,
as well as the individual suitability of officers, directors, major stockholders, and key employees. Under the various gaming regulations,
key personnel generally include the current and/or proposed corporate officers and directors of a corporation and its subsidiaries.
Laws of the various gaming regulatory agencies are generally intended to protect the public and ensure that gaming-related activity
is conducted honestly and competitively and is free of corruption.



Certain regulators not only govern the
activities within their jurisdiction, but also oversee activities that occur in other jurisdictions to ensure that we comply with
local standards on a worldwide basis. As a Nevada corporation, state regulatory authorities require us to maintain, at a minimum,
Nevada gaming standards for all operations worldwide. Violations of laws in one jurisdiction could result in disciplinary action
in other jurisdictions. A more detailed description of the regulations to which we are subject is provided in Exhibit 99.01 of
this Annual Report on Form 10-K.



In August 2012, the Securities and Exchange
Commission (SEC) adopted the conflict mineral rules requiring issuers that manufacture products that contain certain minerals and
metals, known as conflict minerals, to perform due diligence and to report annually to the SEC whether such minerals originated
in the Democratic Republic of Congo or an adjoining country. The implementation of these new requirements could adversely affect
the sourcing, availability and pricing of minerals we use in the manufacture of our products. In addition, we have incurred and
will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any
of the relevant minerals used in our products. An annual report is due each May 31, for the previous calendar year.





7







Dependence on One or a Few Major Customers



At December 31, 2014, one Macau casino
customer, whose account is current, accounted for 30% of our accounts receivable balance. It is not unusual to have temporary
concentrations of our accounts receivable balance related to one or a few customers.



Financial Information about Geographic Areas



See Part II – Item 8. Financial
Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 13 – Geographic and Product
Line Information, for certain financial information by geographic area.



Available Information





Our principal executive office is located
at 1700 Industrial Road, Las Vegas, Nevada 89102. Our telephone number is (702) 384-2425. Our website is www.gpigaming.com.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and, if applicable,
any amendments to those reports, are available on our website free of charge as soon as reasonably practicable after we electronically
file with, or furnish it to, the SEC. The information found on our website is not incorporated or part of this annual report on
Form 10-K or any other report we file or furnish to the SEC. Copies are also available free of charge by (i) telephonic request
by calling our Investor Relations Department at (702) 384-2425, or (ii) written request by mail to: Attn: Investor Relations, Gaming
Partners International Corporation, 1700 Industrial Road, Las Vegas, Nevada 89102.



Item 1A.  Risk Factors



An investment in our common stock involves
a high degree of risk. You should carefully consider the factors described below, in addition to those discussed elsewhere in this
report, in analyzing an investment in our common stock. If any of the events described below occurs, our business, financial condition,
and results of operations would likely suffer, the trading price of our common stock could fall, and you could lose all or part
of the money you paid for our common stock. The risk factors described below are not the only ones we face. Risks and uncertainties
not known to us currently, or that may appear immaterial, also may have a material adverse effect on our business, financial condition,
and results of operations.



In addition, the following risk factors
and uncertainties could cause our actual results to differ materially from those projected in our forward-looking statements, whether
made in this annual report or future quarterly reports to stockholders, press releases, or oral statements, whether in presentations,
responses to questions, or otherwise. We urge you to carefully review the following discussion of the specific risks and uncertainties
that affect our business, any of which could have an adverse effect on our financial condition and results of operations. These
include, but are not limited to, the following:



Demand for our products could be adversely affected
by:



| | • | a significant shift in player preferences away from live table games to electronic, mobile, or online gaming, including the
further legalization, expansion and, popularity of electronic, mobile, and online gaming;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | slow growth rate of new and existing land-based casinos and markets;
| | - | --------------------------------------------------------------------



| | • | delays of scheduled openings of newly constructed or planned land-based casinos;
| | - | --------------------------------------------------------------------------------



| | • | a decline in the rate of replacement of existing products;
| | - | ----------------------------------------------------------



| | • | a decline in the public acceptance of gaming;
| | - | ---------------------------------------------



| | • | a decline in the popularity of the types of games with which our products are used;
| | - | -----------------------------------------------------------------------------------



| | • | a decline in the perceived usefulness and necessity of counterfeit security features in our products;
| | - | -----------------------------------------------------------------------------------------------------



| | • | an increase in the popularity of competitors’ products;
| | - | -------------------------------------------------------





8







| | • | a shift in customer preference between American-style casino chips and European-style plaques and jetons; and
| | - | -------------------------------------------------------------------------------------------------------------



| | • | an increase in the number of competitors in the casino currency market or an inability to compete effectively with existing
or new competitors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



Our success in the gaming industry depends in part
on our ability to develop and introduce innovative products and could be adversely affected by:



| | • | any defects in our RFID casino currencies or related products, or a failure of such products containing new innovative technology
to perform as contemplated, which could result in the rejection or return of our products, damage to our reputation, lost revenues,
increased service costs, warranty claims, and litigation;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a lack of success in integrating our RFID technology with other technology for table game products, such as player tracking
systems;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | • | the inability of us or another company to develop, sell, and support RFID-related applications requested by our customers,
thereby making our RFID casino currencies less attractive;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | any delay by us in introducing new products on schedule;
| | - | --------------------------------------------------------



| | • | the development of competing new technologies, making ours obsolete or undesirable; and
| | - | ---------------------------------------------------------------------------------------



| | • | a lack of success in developing or adequately servicing new products, in particular our products with security features.
| | - | ------------------------------------------------------------------------------------------------------------------------



Our intellectual property rights are subject to
risks, including:



| | • | approval of competitors’ patent applications that may restrict our ability to compete effectively;
| | - | --------------------------------------------------------------------------------------------------



| | • | competitors’ infringement upon our existing trademarks, patents, trade secrets, and copyrights;
| | - | -----------------------------------------------------------------------------------------------



| | • | expiration of patents and licenses;
| | - | -----------------------------------



| | • | inability to obtain, maintain, and defend patents, trademarks, copyrights, and trade secrets to protect our products and technology;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | • | costs in defending our intellectual property rights, including indirect costs related to the diversion of management’s
time and attention away from the operation of our business;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | successful challenge of our patents regarding our RFID embedded casino currencies; and
| | - | --------------------------------------------------------------------------------------



| | • | ineffective or lack of enforcement of patents by our licensors.
| | - | ---------------------------------------------------------------



Our business is vulnerable
to changing economic conditions, including:



| | • | uncertainties related to changing economic conditions, including those that affect the health of the gaming industry;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | • | declines in discretionary spending on entertainment activities, including gaming, for reasons beyond our control such as continued
negative economic conditions, travel or tourism declines, natural disasters, acts of war or terrorism, transportation disruptions
and other travel limitations, or health epidemics;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | consolidations within the gaming industry;
| | - | ------------------------------------------



| | • | higher than anticipated manufacturing, selling, administrative, legal, and/or distribution costs;
| | - | -------------------------------------------------------------------------------------------------



| | • | changes in interest rates resulting in changes in the fair market value of our financial instruments or increased interest
expense;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | changes in interest rates causing a reduction of investment income or in the value of market-rate-sensitive instruments;
| | - | ------------------------------------------------------------------------------------------------------------------------





9







| | • | a tightening of the availability of capital so that loans to us or to our customers would only be available at cost-prohibitive
terms and conditions; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | unfavorable changes in federal, state, or foreign taxation laws or application of such laws that could reduce our profitability.
| | - | --------------------------------------------------------------------------------------------------------------------------------



We
operate in a number of tribal jurisdictions with sovereign immunity, which presents risks we generally do not encounter in U.S.
jurisdictions.We also operate in many countries outside of the United States which subjects us to certain inherent
risks, including:



| | • | social, political, or economic instability in international markets, particularly those where we have higher sales concentrations
and growth;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | tariffs, other trade barriers, and import or export licensing requirements;
| | - | ---------------------------------------------------------------------------



| | • | fluctuations in foreign exchange rates or an inability to effectively hedge our foreign currency exposures;
| | - | -----------------------------------------------------------------------------------------------------------



| | • | expropriation, nationalization, and restrictions on repatriation of funds or assets;
| | - | ------------------------------------------------------------------------------------



| | • | additional costs of compliance with international laws or unexpected changes in regulatory requirements, including those related
to post-employment benefits;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | adverse changes in the creditworthiness of parties with whom we have significant receivables or forward currency exchange contracts;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | • | difficulty protecting our intellectual property;
| | - | ------------------------------------------------



| | • | recessions in foreign economies;
| | - | --------------------------------



| | • | difficulties in maintaining foreign operations, including labor regulations, staffing, and management of widespread operations;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | • | changes in consumer tastes and trends;
| | - | --------------------------------------



| | • | acts of war or terrorism; and
| | - | -----------------------------



| | • | U.S. government requirements for export.
| | - | ----------------------------------------





We operate in a highly regulated industry and our
ability to sell our products in existing jurisdictions or expand into new jurisdictions could be adversely affected by:



| | • | changes in existing gaming laws and regulations or new interpretations of existing laws and regulations that hinder or prevent
us from continuing to operate in the jurisdictions where we currently do business or where we intend to do business;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | unfavorable public referendums or anti-gaming legislation affecting or directed at gaming manufacturers or gaming operators;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | • | findings of non-compliance with applicable laws or regulations which could lead to a limitation, conditioning, suspension,
or revocation of any of our gaming licenses;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | delays in obtaining or maintaining licenses or approvals from regulatory agencies;
| | - | ----------------------------------------------------------------------------------



| | • | limited technological expertise by regulatory agencies causing restrictions or burdensome conditions on approvals;
| | - | ------------------------------------------------------------------------------------------------------------------



| | • | unfavorable determinations or challenges of suitability by gaming regulatory authorities with respect to our company, business,
principal stockholders, officers, directors, or key employees; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10







| | • | excessive costs related to obtaining the necessary regulatory approvals.
| | - | ------------------------------------------------------------------------



We are subject to risk related to litigation and
claims asserted against us, including:



| | • | adverse material effects on our financial condition due to asserting or defending claims;
| | - | -----------------------------------------------------------------------------------------



| | • | the discovery of facts with respect to legal actions pending against us, but not presently known to us;
| | - | -------------------------------------------------------------------------------------------------------



| | • | agreements with casinos in Native American jurisdictions which may subject us to sovereign immunity risk; and
| | - | -------------------------------------------------------------------------------------------------------------



| | • | a diversion of management’s attention from our business.
| | - | --------------------------------------------------------



We have a stockholder with effective control of
the Company, which means:



| | • | it can control all matters requiring stockholder approval, including the election of directors and approval of significant
corporate transactions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | • | it can delay or prevent a change in control of the Company, even when such change in control is in the best interests of other
stockholders; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | its ownership might adversely affect the market price of our common stock.
| | - | --------------------------------------------------------------------------



Pursuing or implementing acquisitions could have
a material adverse effect on our business, financial condition, and results of operations, including:



| | • | significant expenses related to due diligence efforts in connection with potential acquisitions and diversion of management’s
attention away from our existing business;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the issuance of potentially dilutive equity securities, significant expenditures of cash, the incurrence of debt and contingent
liabilities, or an increase in amortization expenses; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the failure to successfully consummate an acquisition on favorable terms or at all.
| | - | -----------------------------------------------------------------------------------



Any acquisition we consummate may fail to produce
the revenues, earnings, or business synergies we anticipate for a variety of reasons, including:



| | • | the inability to integrate operations, financial reporting, internal controls, technologies, products, and personnel, including
issues raised by national, geographic, and cultural differences;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | potential impairments in acquired assets;
| | - | -----------------------------------------



| | • | a less-than-successful entry into markets or acquisition of products or technologies in which we have limited or no prior experience;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | • | expenses associated with any unknown or potential legal liabilities;
| | - | --------------------------------------------------------------------



| | • | changes in or uncertainties of application of laws or regulations;
| | - | ------------------------------------------------------------------



•	failures to identify or uncover material
risks in due diligence;



| | • | management of worldwide operations; and
| | - | ---------------------------------------



| | • | the inability to exploit acquired intellectual property or the development, sale, or lease of acquired products, or unanticipated
increases in manufacturing expenses.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our business operations are subject to other risks,
including:



| | • | the loss of key employees, sales personnel, and technical staff or an inability to hire a sufficient number of such persons;
| | - | ----------------------------------------------------------------------------------------------------------------------------





11







| | • | limited or unique suppliers for certain key raw materials for significant products;
| | - | -----------------------------------------------------------------------------------



| | • | possibility of failure of components purchased from suppliers;
| | - | --------------------------------------------------------------



| | • | the presence of lead in older versions of Paulson brand casino chips, which could lead to unanticipated costs;
| | - | --------------------------------------------------------------------------------------------------------------



| | • | increased costs due to reliance on third-party suppliers and contract manufacturers or a disruption in our manufacturing processes;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | increased costs due to compliance with the conflict mineral rules adopted under the Dodd-Frank Act, including costs related
to determining the source of any of the relevant minerals and metals used in our products and any potential reputational harm if
we are unable to sufficiently verify the origins for the minerals and metals;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | adverse changes in the creditworthiness of parties with whom we have receivables;
| | - | ---------------------------------------------------------------------------------



| | • | casualty, theft, or loss of our casino currencies prior to delivery to casinos or the counterfeiting of our casino currencies;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | the possibility of failure of our security systems to prevent fraud, both against us and our customers, or the experience of
any technical difficulties which may cause the public and/or our customers to lose confidence in our products or operations and/or
subject us to legal claims by our customers or to investigation by gaming authorities; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | any failures or difficulties in maintaining our computer information systems, including as a result of cyber-attacks, breaches
of our computer systems, and other security vulnerabilities, could result in disruption of operations, loss of information, litigation,
and unanticipated increases in costs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 1B.  Unresolved
Staff Comments



None.



Item 2.  Properties



Our headquarters is in a Company-owned facility
in Las Vegas, Nevada. We manufacture our primary products at facilities in San Luis Rio Colorado, Mexico, Beaune, France, and as
of July 1, 2014 in connection with the GemGroup Acquisition, in Blue Springs, Missouri; and Macau S.A.R., China. We also lease
sales offices in Atlantic City, New Jersey; Gulfport, Mississippi; and Macau S.A.R.



Las Vegas, Nevada  . In Las Vegas,
we own a 60,000 square-foot building. This facility houses our corporate and Las Vegas sales offices, as well as a warehouse and
some of our product design services department.



San Luis Rio   Colorado, Mexico. We
manufacture casino currencies, dice, plastic products, layouts, and tables at three facilities in San Luis Rio Colorado, Mexico.
These facilities include 90,000 square-feet of leased facilities, and a 70,000 square-foot facility, which we own. The leased facilities
are leased through December 2018 at a monthly rent amount of $0.35 per square foot, or approximately $31,500.



Blue Springs, Missouri.   As a result
of the GemGroup Acquisition, we now manufacture playing cards and layouts at a facility in Blue Springs, Missouri. This facility
includes 36,000 square-feet of manufacturing, office and sales administration space. In addition, we lease 20,000 square feet of
warehouse space in Independence, Missouri.



San Luis, Arizona.We lease
an 8,000 square-foot warehouse facility in San Luis, Arizona, across the border from our Mexican manufacturing facility. This
warehouse is leased through June 2015.



Beaune, France. In Beaune, we own
a 34,000 square-foot manufacturing facility in which we produce European- and American-style casino currencies and a 15,000 square-foot
administrative and sales building. Additionally, we lease a 5,000 square-foot building through March 2017, which houses our mold-making
operations.



Macau S.A.R., China.We lease
a 4,000 square-foot sales office in Macau S.A.R., China through September 2015. As a result of the GemGroup Acquisition, we lease
two additional facilities in Macau S.A.R. where we manufacture layouts with 7,500 total square feet.





12







Facility Capacity. With approximately
349,500 square feet of manufacturing, warehouse, and administrative facilities as of December 31, 2014, we believe we have sufficient
production capacity to meet anticipated demand for all of our products.



Item 3.  Legal
Proceedings



From time to time we are engaged in disputes
and claims that arise in the normal course of business. We believe the ultimate outcome of these proceedings will not have a material
adverse impact on our consolidated financial position or results of operations, but the outcome of these actions is inherently
difficult to predict. There can be no assurance that we will prevail in any such litigation. Liabilities for material claims against
us are accrued when a loss is considered probable and can be reasonably estimated. Legal costs associated with claims are expensed
as incurred. See Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated financial
Statements – Note 11-Commitments and Contingencies for information regarding legal proceedings and contingencies.



Item 4.  Mine
Safety Disclosures



Not applicable.



13





PART II



Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities



Market Information



Our common stock is traded on the NASDAQ
Global Market under the symbol GPIC. The following table sets forth the quarterly high and low prices for trades of our common
stock as reported on the NASDAQ Global Market during the periods indicated. All stock prices reflect a fiscal year ending December 31.
On March 12, 2015, the closing price was $9.07 per share.





|               |  | Fiscal Year 2014 |       |  | Fiscal Year 2013 |  
|-------------- |  | ---------------- | ----- |  | ---------------- | -
|               |  |                  | High  |  |                  |  
|First Quarter  |  | $                | 10.20 |  |                  | $
|Second Quarter |  |                  | 9.17  |  |                  |  
|Third Quarter  |  |                  | 8.95  |  |                  |  
|Fourth Quarter |  |                  | 8.61  |  |                  |  









Holders



There were 80 holders of record of our common
stock as of March 12, 2015.



Dividend Policy



Our Board of Directors has no current plans
to pay a regular dividend on our common stock, but intends to evaluate the merit of paying a dividend from time to time. We did
not pay a dividend in 2014 or 2013.



Transfer Agent



Our stock transfer agent and registrar is
American Stock Transfer & Trust Co., located at 6201 15th Avenue, Brooklyn, New York 11219.
Its telephone number is (718) 921-8200 or (800) 937-5449.



Purchases of Equity Securities by the Issuer



On August 5, 2013, our Board of Directors
elected to terminate our 10b5-1 trading plan effective August 12, 2013 and to cease any repurchase of our common stock under the
repurchase program for a minimum of six months after that date. While the 10b5-1 trading plan was terminated, the repurchase program
remains in effect. As of December 31, 2014, 215,590 shares remain authorized for repurchase. No common shares were repurchased
during 2014, and there is no assurance that we will repurchase any additional shares under the repurchase program.



Item 6.  Selected
Financial Data



The selected consolidated financial data
included in the following tables should be read in conjunction with our Consolidated Financial Statements and related notes, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere herein.
The selected consolidated financial data for the years ended December 31, 2014 and 2013 have been derived from our audited consolidated
financial statements included elsewhere herein. The selected consolidated financial data for the years ended December 31,
2012, 2011, and 2010 have been derived from our audited consolidated financial statements not included herein.





14









|                                                      |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|----------------------------------------------------- |  | ---------------------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ |  |  | ---- | ------ |  |  | - | ------ | 
|                                                      |  | Years Ended December 31,                 |       
|                                                      |  | 2014                                     |        |   | 2013 |   |        | 2012 |  |   | 2011   |  |  | 2010 |       
|                                                      |  | (in thousands, except per-share amounts) |       
|STATEMENT OF INCOME DATA:                             |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |       
|Revenues                                              |  | $                                        | 60,972 |   |      | $ | 56,173 |      |  | $ | 62,896 |  |  | $    | 61,084 |  |  | $ | 59,875 | 
|Cost of revenues                                      |  |                                          | 42,657 |   |      |   | 38,584 |      |  |   | 40,384 |  |  |      | 40,728 |  |  |   | 37,038 | 
|Gross profit                                          |  |                                          | 18,315 |   |      |   | 17,589 |      |  |   | 22,512 |  |  |      | 20,356 |  |  |   | 22,837 | 
|Selling, administrative, and research and development |  |                                          | 16,127 |   |      |   | 16,970 |      |  |   | 15,352 |  |  |      | 15,888 |  |  |   | 16,398 | 
|Impairment of goodwill                                |  |                                          | -      |   |      |   | -      |      |  |   | -      |  |  |      | -      |  |  |   | -      | 
|Operating income                                      |  |                                          | 2,188  |   |      |   | 619    |      |  |   | 7,160  |  |  |      | 4,468  |  |  |   | 6,439  | 
|Other income and (expense)                            |  |                                          | 227    |   |      |   | 4      |      |  |   | 290    |  |  |      | 463    |  |  |   | 352    | 
|Income before income taxes                            |  |                                          | 2,415  |   |      |   | 623    |      |  |   | 7,450  |  |  |      | 4,931  |  |  |   | 6,791  | 
|Income tax (benefit) provision                        |  |                                          | (261   | ) |      |   | (543   | )    |  |   | 1,375  |  |  |      | 1,262  |  |  |   | 2,372  | 
|Net income                                            |  | $                                        | 2,676  |   |      | $ | 1,166  |      |  | $ | 6,075  |  |  | $    | 3,669  |  |  | $ | 4,419  | 
|                                                      |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|Earnings per share:                                   |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|Basic                                                 |  | $                                        | 0.34   |   |      | $ | 0.15   |      |  | $ | 0.75   |  |  | $    | 0.45   |  |  | $ | 0.54   | 
|Diluted                                               |  | $                                        | 0.33   |   |      | $ | 0.15   |      |  | $ | 0.75   |  |  | $    | 0.45   |  |  | $ | 0.53   | 
|Weighted-average shares of common stock outstanding:  |  |                                          |        |   |      |   |        |      | 
|Basic                                                 |  |                                          | 7,916  |   |      |   | 7,942  |      |  |   | 8,122  |  |  |      | 8,199  |  |  |   | 8,199  | 
|Diluted                                               |  |                                          | 8,015  |   |      |   | 8,029  |      |  |   | 8,149  |  |  |      | 8,225  |  |  |   | 8,207  | 
|                                                      |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|BALANCE SHEET DATA:                                   |  |                                          |        |   |      |   |        |      |  |   |        |  |  |      |        |  |  |   |        | 
|Cash and cash equivalents                             |  | $                                        | 8,969  |   |      | $ | 14,492 |      |  | $ | 14,038 |  |  | $    | 9,282  |  |  | $ | 11,400 | 
|Marketable securities                                 |  |                                          | 3,597  |   |      |   | 5,724  |      |  |   | 13,546 |  |  |      | 14,867 |  |  |   | 18,350 | 
|Working capital                                       |  |                                          | 16,195 |   |      |   | 32,069 |      |  |   | 31,348 |  |  |      | 28,492 |  |  |   | 26,757 | 
|Property and equipment, net                           |  |                                          | 15,087 |   |      |   | 10,996 |      |  |   | 11,190 |  |  |      | 11,836 |  |  |   | 11,926 | 
|Total assets                                          |  |                                          | 68,394 |   |      |   | 55,449 |      |  |   | 63,282 |  |  |      | 56,042 |  |  |   | 61,807 | 
|Current liabilities                                   |  |                                          | 19,794 |   |      |   | 6,106  |      |  |   | 14,487 |  |  |      | 12,854 |  |  |   | 20,308 | 
|Long-term debt                                        |  |                                          | -      |   |      |   | -      |      |  |   | -      |  |  |      | 15     |  |  |   | 32     | 
|Total stockholders' equity(1)                         |  |                                          | 48,265 |   |      |   | 47,473 |      |  |   | 46,621 |  |  |      | 42,484 |  |  |   | 40,935 | 







(1)
No cash dividends were paid in 2014 or 2013. Cash dividends of $1,478, $1,496, and $1,496 were paid in 2012, 2011, and 2010, respectively.





15









Item 7.  Management’s Discussion and
Analysis of Financial Condition and Results of Operations



The following discussion is intended to
assist in the understanding of our results of operations and our present financial condition at December 31, 2014. The consolidated
financial statements and the accompanying notes contain additional detailed information that should be referred to when reviewing
this material. Except for historical information contained herein, statements in the following discussion may be forward-looking.
Such forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results
to differ significantly from those expressed. We discuss such risks, uncertainties and other factors throughout this report and
specifically under Item 1A, “Risk Factors.”



For a company overview and information on
our products, as well as other general information, see Part I—Item 1. “Business.”



Overview of Our Business



We custom manufacture and supply casino
currency with multiple security and design options. Additionally, we provide multiple radio frequency identification device (RFID)
technologies including low- and high-frequency RFID casino currency, RFID solutions for casino currency (consisting of low- and
high-frequency RFID casino currency readers, antennas, casino currency authentication software, casino currency inventory software
applications, and software maintenance services). We also manufacture playing cards, table layouts, dice, gaming furniture, roulette
wheels, table accessories, and other products that are used with casino table games such as blackjack, poker, baccarat, craps,
and roulette. GPIC sells its casino table game equipment under the brand names of Paulson®, Bourgogne et Grasset® (BG®),
Gemaco®, Blue Chip (BC®) and Bud Jones®.



On July 1, 2014, GPIC started manufacturing
and selling playing cards and table layouts under the recently acquired Gemaco® brand name in connection with the GemGroup
Acquisition. See Item 1. “Business” and Item 8. Financial Statements and Supplementary Data – Notes to the Consolidated
Financial Statements – Note 2 – Acquisition. During the last half of 2014, all GPIC’s playing card manufacturing
was centralized in Gemaco’s Blue Springs’ Missouri facility in order to take advantage of their capacity and manufacturing
expertise. In December, 2014, we completed the relocation of all our playing card production from Mexico to our facility in Blue
Springs, Missouri. The consolidation is part of our strategic plan to improve the efficiency of our playing card production and
is expected to provide savings in the manufacturing of playing cards. We believe the GemGroup Acquisition strengthens our manufacturing
capabilities and increases our United States market share in both playing cards and table layouts, two important sources of recurring
revenue. Further, it expands our product offerings in the growing Asia-Pacific region as the Gemaco brand has a strong market presence
in the Asia-Pacific layout business.



GPIC is headquartered in Las Vegas, Nevada,
with offices in Beaune, France; Macau S.A.R., China; San Luis Rio Colorado, Mexico; Blue Springs, Missouri; Atlantic City, New
Jersey; and Gulfport, Mississippi. We sell our products to licensed casinos worldwide. We operate in one segment and have three
operating subsidiaries: GPI USA (including GPI Mexicana, our maquiladora manufacturing operation in Mexico and our manufacturing
operation in Blue Springs, Missouri), GPI SAS, and GPI Asia. Our subsidiaries have the following distribution and product focus:



| | • | GPI USA sells in the United States, Canada, the Caribbean, and Latin America. GPI USA sells our full product line, with most
of the products manufactured in either San Luis Rio Colorado, Mexico, or, since July 1, 2014 (in connection with the GemGroup Acquisition),
at our facility in Blue Springs, Missouri. The remainder is either manufactured in France or purchased from United States vendors.
We also warehouse inventory in San Luis, Arizona and at our Las Vegas, Nevada headquarters, and, since July 1, 2014, in Blue Springs,
Missouri. We have sales offices in Las Vegas, Nevada; Atlantic City, New Jersey; Gulfport, Mississippi; and Blue Springs, Missouri.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI SAS sells primarily in Europe and Africa out of its office in Beaune, France. GPI SAS predominantly sells casino currencies,
including both American-style, known as chips, and European-style, known as plaques and jetons. Most of the products sold by GPI
SAS are manufactured in France, with the remainder manufactured in Mexico.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI Asia, located in Macau S.A.R., China, distributes all our casino currencies, RFID product solutions, playing cards, and
other table accessories in the Asia-Pacific region. As a result of the GemGroup acquisition, since July 1, 2014, GPI Asia also
sells layouts and upholstery manufactured in Macau S.A.R.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Historically, we have experienced significant
fluctuations in our quarterly operating results which are primarily due to increased orders we receive as a result of the opening
of new casinos, the expansion of existing casinos, or large replacement orders for casino currency, a major product line. However,
we anticipate such fluctuations to somewhat lessen as a result of the GemGroup Acquisition due to our increased market share of
both playing cards and table layouts, two important sources of recurring revenue.





16







Our backlog, which reflects signed orders
to be delivered in 2015, was as follows at December 31, 2014 and December 31, 2013:







|                  |  | GPI SAS |             |  | GPI USA |   |             | GPI ASIA |  |   | Total       | 
|----------------- |  | ------- | ----------- |  | ------- | - | ----------- | -------- |  | - | ----------- | 
|December 31, 2014 |  | $       | 0.4 million |  |         | $ | 6.0 million |          |  | $ | 4.1 million | 
|December 31, 2013 |  | $       | 0.4 million |  |         | $ | 2.5 million |          |  | $ | 1.6 million | 







Outlook



We anticipate several
large casino openings will take place in 2015 and beyond in the Asia-Pacific region. Accordingly,
we anticipate that our 2015 currency revenues will be higher than 2014. As a result of the GemGroup Acquisition, we also anticipate
a significant increase in 2015 of playing cards and table layout revenue. Playing cards in particular will likely be a larger percentage
of overall revenue than in past years.



We will continue to evaluate other potential
strategic acquisitions and partnerships to grow our business; however, no assurance can be given that these efforts will result
in completed transactions or that any completed transactions will be successful. Additionally, we will pursue growth internally
by continuing our focus on market-driven research and development of new products and product enhancements.



Financial and Operational Highlights



For the fourth quarter of 2014, our revenues
were $19.9 million, an increase of $6.2 million, or 31%, compared to revenues of $13.7 million in the fourth quarter of 2013. For
the fourth quarter of 2014, our net income was $2.2 million, an increase of $1.6 million, or 72.5%, compared to net income
of $0.6 million in the fourth quarter of 2013.



For the year ended December 31, 2014, our
revenues were $61.0 million, an increase of $4.8 million, or 7.9%, compared to revenues of $56.2 million in 2013. Our net
income for 2014 was $2.7 million, an increase of $1.5 million, or 56.4%, compared to net income of $1.2 million for 2013.



GPI SAS uses the euro
as its functional currency. At December 31, 2014 and 2013, the U.S. dollar to euro exchange rates were $1.2155 and $1.3767, respectively,
which represents an 11.7% stronger dollar compared to the euro. The average exchange rates for the years ended December 31, 2014
and 2013 were $1.3268 and $1.3275, respectively, which is relatively flat in comparison.



Our Mexican manufacturing
plant uses the U.S. dollar as its functional currency. At December 31, 2014 and 2013, the Mexican peso to U.S. dollar exchange
rates were 14.4727 and 13.0652, respectively, which represents a 10.8% stronger dollar compared to the peso. The average exchange
rates for the years ended December 31, 2014 and 2013 were 13.2967 and 12.7696 pesos to the U.S. dollar, respectively, which represents
a 4.1% stronger dollar compared to the Mexican peso.



GPI Asia, our exclusive distributor for
GPI USA and GPI SAS products in the Asia-Pacific Region, and as of July 1, 2014, our layout manufacturer in the Asia-Pacific region,
uses the U.S. dollar as its functional currency. We believe the impact of the Macanese pataca to U.S. dollar exchange rate is immaterial
because the number of transactions using the local currency is minimal.



Other Matters



On July 1, 2014, we acquired substantially
all of the net gaming assets of GemGroup for $19.75 million, using a combination of cash and bank financing. There was a post-closing
working capital adjustment to the purchase price. In December 2014, we paid and recorded a post-closing working capital adjustment
of $0.3 million which was reflected as an increase in goodwill. GemGroup was a manufacturer of playing cards, casino currency,
and table layouts primarily sold under the Gemaco brand.



In December 2014, we completed the relocation
of our Mexican based playing card production to our facility in Blue Springs, Missouri. We incurred $0.6 million of one-time charges
in connection with the transition. These charges include primarily employee separation costs as well as equipment and inventory
impairment charges, travel, and training costs. The relocation is expected to provide significant savings in the manufacturing
of playing cards.





17







Results of Operations



The following table summarizes selected
items from the Company’s Consolidated Statements of Income (in thousands) and as a percentage of revenues for the years ended
December 31:







|                                                      |  | 2014 |        |   | 2013 |  |       | Year to Year Change | 
|----------------------------------------------------- |  | ---- | ------ | - | ---- |  | ----- | ------------------- | 
|                                                      |  |      |        |   |      |  |       |                     | 
|Revenues                                              |  | $    | 60,972 |   |      |  | 100.0 | %                   | 
|Cost of revenues                                      |  |      | 42,657 |   |      |  | 70.0  | %                   | 
|Gross profit                                          |  |      | 18,315 |   |      |  | 30.0  | %                   | 
|Selling, administrative, and research and development |  |      | 16,127 |   |      |  | 26.4  | %                   | 
|Operating income                                      |  |      | 2,188  |   |      |  | 3.6   | %                   | 
|Other income and (expense)                            |  |      | 227    |   |      |  | 0.4   | %                   | 
|Income before income taxes                            |  |      | 2,415  |   |      |  | 4.0   | %                   | 
|Income tax (benefit) provision                        |  |      | (261   | ) |      |  | (0.4  | %)                  | 
|Net income                                            |  | $    | 2,676  |   |      |  | 4.4   | %                   | 
|                                                      |  |      |        |   |      |  |       |                     | 







The following table presents certain data by geographic location
(in thousands) and as a percentage of revenues for the years ended December 31:





|                  |  | 2014 |        |  | 2013 |  |       | Year to Year Change | 
|----------------- |  | ---- | ------ |  | ---- |  | ----- | ------------------- | 
|Revenues          |  |      |        |  |      |  |       |                     | 
|The Americas      |  | $    | 36,367 |  |      |  | 59.7  | %                   | 
|Asia-Pacific      |  |      | 21,410 |  |      |  | 35.1  | %                   | 
|Europe and Africa |  |      | 3,195  |  |      |  | 5.2   | %                   | 
|Total             |  | $    | 60,972 |  |      |  | 100.0 | %                   | 
|                  |  |      |        |  |      |  |       |                     | 





The following table details the Company’s
revenues by product line (in thousands) and as a percentage of revenues for the years ended December 31:





|                                     |  | 2014 |        |  | 2013 |  |       | Year to Year Change | 
|------------------------------------ |  | ---- | ------ |  | ---- |  | ----- | ------------------- | 
|                                     |  |      |        |  |      |  |       |                     | 
|Casino currency without RFID         |  | $    | 14,511 |  |      |  | 23.8  | %                   | 
|Casino currency with RFID            |  |      | 14,315 |  |      |  | 23.5  | %                   | 
|                                     |  |      |        |  |      |  |       |                     | 
|Total casino currency                |  |      | 28,826 |  |      |  | 47.3  | %                   | 
|                                     |  |      |        |  |      |  |       |                     | 
|Playing cards                        |  |      | 15,139 |  |      |  | 24.8  | %                   | 
|Table layouts                        |  |      | 5,352  |  |      |  | 8.8   | %                   | 
|Table accessories and other products |  |      | 3,303  |  |      |  | 5.4   | %                   | 
|Dice                                 |  |      | 2,452  |  |      |  | 4.0   | %                   | 
|Gaming furniture                     |  |      | 1,957  |  |      |  | 3.2   | %                   | 
|RFID solutions                       |  |      | 1,566  |  |      |  | 2.6   | %                   | 
|Shipping                             |  |      | 2,377  |  |      |  | 3.9   | %                   | 
|Total                                |  | $    | 60,972 |  |      |  | 100.0 | %                   | 





Comparison of Operations for the Years Ended December 31,
2014 and 2013



RevenuesFor the year ended December
31, 2014, revenues were $61.0 million, an increase of $4.8 million, or 8.5%, compared to revenues of $56.2 million in 2013. This
increase in revenues is primarily due to the GemGroup Acquisition partially offset by lower currency sales due to fewer openings
of new casinos.



Cost of Revenues For the year ended
December 31, 2014, cost of revenues was $42.7 million, an increase of $4.1 million, or 10.6%, compared to cost of revenues
of $38.6 million for 2013. As a percentage of revenues, our cost of revenues increased to 70.0% in 2014 compared to 68.7% in 2013.
The increased cost of revenues was driven by the same factors described under Gross Profit below.





18







Gross Profit For
the year ended December 31, 2014, gross profit was $18.3 million, an increase of $0.7 million, or 4.1%, compared to gross
profit of $17.6 million for 2013. As a percentage of revenues, our gross profit decreased to 30.0% from 31.3%. This gross profit
percentage decrease was primarily related to:



| | · | a decrease in casino currency sales, which resulted in fixed manufacturing costs being allocated over
lower production volumes in these products; and,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | a shift in our mix of revenues from our higher-margin currency products toward lower-margin products
such as playing cards
| | - | --------------------------------------------------------------------------------------------------------------------------



Selling, Administrative,
and Research and Development Expenses The following table details the selling, administrative, and research and development
expenses (in thousands) and as a percentage of revenues for the years ended December 31:







|                                                            |  | 2014 |        |  | 2013 |  |      | Year to Year Change | 
|----------------------------------------------------------- |  | ---- | ------ |  | ---- |  | ---- | ------------------- | 
|Marketing and sales                                         |  | $    | 6,203  |  |      |  | 10.1 | %                   | 
|General and administrative                                  |  |      | 8,403  |  |      |  | 13.8 | %                   | 
|Research and development                                    |  |      | 1,521  |  |      |  | 2.5  | %                   | 
|Total selling, administrative, and research and development |  | $    | 16,127 |  |      |  | 26.4 | %                   | 









For the year ended December 31,
2014, selling, administrative, and research and development expenses were $16.1 million, a decrease of $0.8 million, or 5.0%,
compared to selling, administrative, and research and development expenses of $17.0 million in 2013. Selling, administrative, and
research and development expenses decreased as a percent of revenue to 26.4% in 2014 from 30.2% in 2013.



Marketing and sales expenses
increased from 2013 to 2014 by $0.2 million. This is primarily due to an increase of $0.8 million in expenses associated with the
GemGroup Acquisition (see Note 2) offset by a decrease of $0.6 million in trade shows, sales samples and other marketing expenses.



General and administrative
expenses decreased from 2013 to 2014 by $0.6 million. This is primarily due to a decrease in compensation expense of $0.5 million,
a decrease in legal expenses of $0.3 million, a decrease in professional fees of $0.3 million, a decrease in public company expenses
of $0.2 million and a decrease of $0.2 million of other expenses offset by $0.9 million in expenses associated with the GemGroup
Acquisition (see Note 2).



Research and development
expenses decreased from 2013 to 2014 by $0.4 million primarily due to completion of research and development projects related to
products introduced to the market in 2014.



Other Income and (Expense)The following table details other income and (expense) items (in thousands) and as a percentage of revenues for the years ended
December 31:







|                                             |  | 2014 |      |   | 2013 |  |      | Year to Year Change | 
|-------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | ------------------- | 
|Interest income                              |  | $    | 138  |   |      |  | 0.2  | %                   | 
|Interest expense                             |  |      | (127 | ) |      |  | (0.2 | %)                  | 
|Gain (Loss) on foreign currency transactions |  |      | 214  |   |      |  | 0.4  | %                   | 
|Other income, net                            |  |      | 2    |   |      |  | 0.0  | %                   | 
|Total other income and (expense)             |  | $    | 227  |   |      |  | 0.4  | %                   | 
|                                             |  |      |      |   |      |  |      |                     | 





For the year ended
December 31, 2014, other income increased by $0.2 million compared to the prior year. This was primarily due to a $0.4 million
increase in foreign currency gain associated with a stronger U.S. dollar, offset by an increase in net interest related to lower
average balances and yields on marketable securities during 2014.





19







Income Taxes During the year ended
December 31, 2014, our effective tax benefit rate was 10.8%, compared to a benefit rate of 87.1% for the year ended December 31,
2013. Our effective tax rate for the year ended December 31, 2014 differed from the statutory rate primarily because of the utilization
of our foreign tax credit carryforwards, combined with the foreign rate differential on the income from our Macau subsidiary,
GPI Asia, and the benefit from research and low wages tax credits from our French subsidiary, GPI SAS. Our effective tax rate
for the year ended December 31, 2013 differed from the statutory rate primarily because of the foreign rate differential on the
income from our Macau subsidiary, GPI Asia, combined with the benefit from a research credit from our French subsidiary, GPI SAS.



Pre-tax income (loss) by taxing jurisdictions
for the years ended December 31 (in thousands) was as follows:





|                                 |  | 2014 |        |   | 2013 |  
|-------------------------------- |  | ---- | ------ | - | ---- | -
|France (GPI SAS)                 |  | $    | 215    |   |      | $
|United States (GPIC and GPI USA) |  |      | (1,567 | ) |      |  
|Macau (GPI Asia)                 |  |      | 3,104  |   |      |  
|Mexico (GPI Mexicana)            |  |      | 663    |   |      |  
|Total pre-tax income             |  | $    | 2,415  |   |      | $







Our corporate tax rate is calculated on
a consolidated basis. Included in the United States numbers are the costs of GPIC, which include such items as regulatory fees,
board of director expenses, investor relations expenses, auditing and review fees, and corporate legal expenses. We do not allocate
these costs to our subsidiaries. For  both 2014 and 2013, these costs totaled   $1.6 million, respectively.



Impact of Inflation   To date, inflation
has not had a material effect on our operations.



Liquidity and Capital Resources



Sources of Liquidity and Capital ResourcesHistorically,our primary source of liquidity and capital resources has been cash from operations. On June 26, 2014,
GPI USA and HSBC Bank USA entered into a demand line of credit agreement with a limit of $10.0 million. Interest on the line of
credit is LIBOR plus 2.25%. We borrowed $10.0 million under the line of credit to finance the GemGroup Acquisition. The line of
credit is secured by a lien on all of the assets of GPI USA and is guaranteed by GPIC. The line of credit is subject to renewal
by the bank in its sole discretion on June 30 of each year. Other potential sources of capital include, but are not limited to,
marketable securities and bank credit facilities both in the United States and abroad. We believe that the combination of these
resources will satisfy our needs for working capital, capital expenditures, purchases of common stock under our stock repurchase
program, and litigation, as well as other potential cash requirements, such as any dividends or acquisitions, for our operations
for a minimum of the next 12 months.



At December 31, 2014, we had $9.0 million
in cash and cash equivalents and $3.6 million in marketable securities, totaling $12.6 million. Of this amount, $5.2 million
is held by GPI Asia, $4.2 million is held by GPI SAS, and $3.2 million is held by GPI USA. Of those amounts held outside
of the United States, we would be subject to taxation in the United States if we were to repatriate those amounts, though foreign
tax credits may be available to offset such taxes. We may repatriate amounts from GPI SAS and, accordingly, our financial statements
reflect the tax impacts that would result from repatriation. We do not anticipate repatriation from GPI Asia and, accordingly,
our financial statements do not reflect the tax impacts that would result from repatriation.



Working
Capital  The following summarizes our cash and cash equivalents (in thousands), working capital (in thousands), and current
ratio for the years ended December 31:





|                          |  | 2014 |        |  | 2013 |   |        | Year to Year Change | 
|------------------------- |  | ---- | ------ |  | ---- | - | ------ | ------------------- | 
|Cash and cash equivalents |  | $    | 8,969  |  |      | $ | 14,492 |                     | 
|Working capital           |  |      | 16,195 |  |      |   | 32,069 |                     | 
|Current ratio             |  |      | 1.8    |  |      |   | 6.3    |                     | 





At December 31, 2014, working capital totaled
$16.2 million, a decrease of $15.9 million, or 49.5%, compared to working capital of $32.1 million at December 31, 2013. This decrease
is due to an increase in current liabilities of $13.7 million and a decrease in current assets of $2.2 million. These changes are
mainly due to the GemGroup Acquisition (see Note 2). The increase in current liabilities was due primarily to increases in short
term debt of $10.0 million, in accounts payable of $1.0 million and in customer deposits and deferred revenue of $1.6 million.
The decrease in current assets was due primarily to decreases in cash and cash equivalents and marketable securities of $7.6 million
and in other current assets of $0.8 million, offset by increases in accounts receivable of $4.4 million and in inventories of $1.7
million.





20







Cash Flows The following summarizes
our cash flow (in thousands) for the years ended December 31:





|                         |  | 2014 |         |   | 2013 |   |        | Year to Year Change | 
|------------------------ |  | ---- | ------- | - | ---- | - | ------ | ------------------- | 
|Operating Activities     |  | $    | 5,406   |   |      | $ | (4,008 | )                   | 
|Investing Activities     |  |      | (20,423 | ) |      |   | 5,554  |                     | 
|Financing Activities     |  |      | 10,000  |   |      |   | (1,012 | )                   | 
|Effect of exchange rates |  |      | (506    | ) |      |   | (80    | )                   | 
|Net change               |  | $    | (5,523  | ) |      | $ | 454    |                     | 







Net cash flows provided by operating activities were $5.4 million
during 2014, an increase of $9.4 million, compared to net cash flows used by operating activities of $4.0 million for 2013. The
increase in cash flows from operations was primarily due to an increase in liabilities of $7.8 million and an increase in non-cash
items of $2.4 million, offset by a decrease in assets of $0.8 million.



Net cash flows used by investing activities
were $20.4 million in 2014, a decrease of $25.9 million, compared to net cash flows provided by investing activities of $5.5 million
in 2013. This decrease in net cash flows provided by investing activities was primarily due to an increase in purchase of business
assets of $19.2 million in connection with the GemGroup Acquisition, a decrease in net proceeds from the sale of marketable securities
of $6.5 million, and an increase in capital expenditures of $0.2 million.



Net cash flows provided in financing activities
were $10 million in 2014, an increase of $11.0 million, compared to net cash flows used in financing activities of $1.0 million
in 2013. This increase in net cash flows provided in financing activities was due to the inflow of funds from the demand line of
credit for $10.0 million (see Note 10) and the lack of common stock repurchases in 2014.



Facilities



Las Vegas, Nevada. In Las Vegas,
we own a 60,000 square-foot building. This facility houses our corporate and Las Vegas sales offices, as well as a warehouse and
some of our product design services department.



San Luis Rio Colorado, Mexico.   We
manufacture casino currencies, dice, plastic products, layouts, and tables at three facilities in San Luis Rio Colorado, Mexico.
These facilities include 90,000 square-feet of leased facilities, and a 70,000 square-foot facility, which we own. The leased facilities
are leased through December 2018 at the monthly rent amount of $0.35 per square foot, or approximately $31,500.



Blue Springs, Missouri.   As a result
of the GemGroup Acquisition, we now manufacture playing cards and layouts at a facility in Blue Springs, Missouri. This facility
includes 36,000 square-feet of manufacturing, office and sales administration space. In addition, we lease 20,000 square feet of
warehouse space in Independence, Missouri.



San Luis, Arizona.We lease
an 8,000 square-foot warehouse facility in San Luis, Arizona, across the border from our Mexican manufacturing facility. This
warehouse is leased through June 2015.



Beaune, France. In Beaune, we own
a 34,000 square-foot manufacturing facility in which we produce European- and American-style casino currencies and a 15,000 square-foot
administrative and sales building. Additionally, we lease a 5,000 square-foot building through March 2017, which houses our mold-making
operations.



Macau S.A.R., China.We lease
a 4,000 square-foot sales office in Macau S.A.R., China through September 2015. As a result of the GemGroup Acquisition, we lease
two additional facilities in Macau S.A.R. where we manufacture layouts with 7,500 total square feet.



Capital
Expenditures We plan to purchase approximately $3.8 million in property, plant, and equipment in 2015, composed
mainly of machinery and equipment. In 2014, we purchased $2.0 million of property, plant, and equipment. The main reason for this
significant increase is due to capital investments being made at our Blue Springs, Missouri facility to increase capacity in anticipation
of expected growth.





21









Selected Quarterly Financial Information





|                                                               |  | Year Ended December 31, 2014          |       
|-------------------------------------------------------------- |  | ------------------------------------- | ------
|                                                               |  | First                                 |       
|                                                               |  | (in thousands, except per-share data) |       
|Revenues                                                       |  | $                                     | 10,559
|Cost of revenues                                               |  |                                       | 7,800 
|Gross profit                                                   |  |                                       | 2,759 
|Selling, administrative, and research and development expenses |  |                                       | 3,808 
|Operating (loss) income                                        |  |                                       | (1,049
|Other income (expense), net                                    |  |                                       | 55    
|(Loss) income before income taxes                              |  |                                       | (994  
|Income tax  (benefit) provision                                |  |                                       | 137   
|Net (loss) income                                              |  | $                                     | (1,131
|Net (loss) income per share:                                   |  |                                       |       
|Basic                                                          |  | $                                     | (0.14 
|Diluted                                                        |  | $                                     | (0.14 
|                                                               |  |                                       |       



|                                                               |  | Year Ended December 31, 2013          |       
|-------------------------------------------------------------- |  | ------------------------------------- | ------
|                                                               |  | First                                 |       
|                                                               |  | (in thousands, except per-share data) |       
|Revenues                                                       |  | $                                     | 14,768
|Cost of revenues                                               |  |                                       | 10,488
|Gross profit                                                   |  |                                       | 4,280 
|Selling, administrative, and research and development expenses |  |                                       | 4,137 
|Operating income                                               |  |                                       | 143   
|Other income (expense), net                                    |  |                                       | 79    
|Income (loss) before income taxes                              |  |                                       | 222   
|Income tax  (benefit) provision                                |  |                                       | (311  
|Net income (loss)                                              |  | $                                     | 533   
|Net income (loss) per share:                                   |  |                                       |       
|Basic                                                          |  | $                                     | 0.07  
|Diluted                                                        |  | $                                     | 0.07  





Contractual Obligations and Commercial Commitments



On June 26, 2014, GPI USA and HSBC Bank
USA entered into a demand line of credit agreement with a limit of $10.0 million. We borrowed $10.0 million under the line of credit
to finance the acquisition of GemGroup (see Note 10).



The following table presents the impact
that our contractual obligations and commercial commitments at December 31, 2014 are anticipated to have on our liquidity
and cash flow in future periods. Operating leases and contracts that are on a month-to-month basis are not included (see Note 11).





|                                              |  | Payments Due by Period |       
|--------------------------------------------- |  | ---------------------- | ------
|                                              |  | (in thousands)         |       
|Contractual Obligations                       |  |                        | Total 
|Debt                                          |  | $                      | 10,000
|Purchase and other commitment obligations (1) |  |                        | 4,687 
|Operating leases                              |  |                        | 2,547 
|Interest on debt                              |  |                        | 127   
|Total contractual cash obligations            |  | $                      | 17,361
|                                              |  |                        |       







(1)Amounts represent
agreements to purchase goods or services, obligations that relate to an intellectual property agreement, and exclude any agreements
that are cancelable without penalty.





22









Off-Balance Sheet Arrangements



We have
no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.



Critical Accounting Policies and Estimates



Our consolidated financial statements included
in this report have been prepared in conformity with accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and assumptions that affect the reported amount of assets, liabilities,
net sales and expenses, and related disclosure of contingent assets and liabilities. Certain of our accounting estimates, including
revenue recognition; the allowance for doubtful accounts; write-downs of obsolete, excess, or slow-moving inventories; goodwill;
the valuation and amortizable lives of intangible assets; debt; and the recoverability of deferred tax assets require that we apply
significant subjective judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these
judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance
of industry trends, information provided by or gathered from our customers, and information available from other outside sources,
as appropriate. There can be no assurance that actual results will not differ from our estimates. The estimates discussed below
are considered by management to be those in which our estimates and judgments have a significant impact on issues that are inherently
uncertain. To provide a further understanding of the methodology we apply, our significant accounting estimates are discussed below
and in the notes to our consolidated financial statements.



Revenue Recognition



We receive revenues from the sales of our
gaming products, as well as licensing and services. Revenues are recognized when all of the following have been satisfied:



| | • | persuasive evidence of an arrangement exists;
| | - | ---------------------------------------------

| | • | the price to the customer is fixed or determinable;
| | - | ---------------------------------------------------

| | • | title has passed and any acceptance terms have been fulfilled; and
| | - | ------------------------------------------------------------------

| | • | collection is reasonably assured.
| | - | ---------------------------------



Determining whether these requirements have
been met may require us to make assumptions and exercise judgment that could significantly impact the timing and amount of revenue
reported each period. In addition, we may enter into arrangements which include software and/or multiple elements or deliverables,
such as RFID solutions, which include RFID equipment, embedded software licenses, and software maintenance services. In such cases,
additional judgments and estimates are necessary to ensure the appropriate amounts of revenue are recorded for a given period.



The application of our revenue recognition
policies and changes in our assumptions or judgments affect the timing and amounts of our revenues and costs, as well as deferred
revenue.



Allowance for Doubtful Accounts



We estimate an allowance for doubtful accounts
receivable based on a variety of factors, including the length of time the receivables are past due, economic conditions and trends,
significant one-time events, and historical experience. Additional amounts are recorded in the allowance based on our awareness
of a particular customer’s ability to meet its financial obligations. A change in our estimates of the allowance for doubtful
accounts could have a material adverse effect on our consolidated results of operations.



Inventories



Inventories are stated at the lower of cost
or market. Market value is determined by comparing inventory item carrying values to estimates of net realizable value. The analysis
of net realizable value includes reviewing overall inventory levels, historical and projected sales or usage of these items, the
projected markets for our products, and selling costs. Inventory that we estimate will not be used within the next year is considered
non-current inventory. A change in our inventory estimates could have a material adverse effect on our consolidated results of
operations.





23







Goodwill



Goodwill is recorded when the consideration
paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested
for impairment on an annual basis or more frequently if we believe indicators of impairment exist. We test goodwill for impairment
using qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount, including goodwill. If it is not more likely than not that the fair value of the reporting unit is less than
its carrying amount, no further testing is performed. If it is more likely than not than not that the fair value of the reporting
unit is less than its carrying amount, we perform a quantitative two-step impairment test. The first step compares the fair value
of the reporting unit with its carrying amount, including goodwill. If the carrying amount exceeds fair value, then the second
step is used to measure the amount of impairment loss.



Intangible Assets



Intangible assets are amortized on a straight-line
basis over their economic lives. Judgments are made in determining the estimated useful lives of intangible assets and if or when
an asset has been impaired. These estimates affect the amount of amortization expense recognized in the financial results. We assign
lives to our assets based on specific legal and economic characteristics. We evaluate these intangible assets with definite lives
for potential impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable, and we
record an impairment charge when the carrying amount of the intangible asset is not recoverable and the carrying amount exceeds
the estimated fair value. This impairment charge could have a material adverse effect on our consolidated results of operations.



Deferred Taxes



We record a valuation allowance to reduce
our deferred tax assets to the amount that is more likely than not to be realized. We have considered estimated future taxable
income and ongoing tax planning strategies in assessing the amount needed for the valuation allowance. Additionally, we look to
the future reversal of existing taxable temporary differences, taxable income in prior carry-back years, the feasibility of tax
planning strategies, and estimated future taxable income. The valuation allowance can be affected by changes to global tax laws,
statutory tax rates, and future taxable income estimates.



The amount of income taxes we pay is subject
to audits by federal, state, and foreign tax authorities, which may result in tax assessments. Our estimate for the potential outcome
for any uncertain tax issue may be highly subjective and judgmental. We believe we have adequately provided for any reasonably
foreseeable outcome related to these tax issues. However, our future results may include favorable or unfavorable adjustments to
our estimated tax liabilities due to closure of income tax audits, new regulatory or judicial pronouncements, or other relevant
events. As a result, our effective tax rate may fluctuate significantly on a quarterly basis.



We review all of our uncertain tax positions
and make a determination as to whether our position is more likely than not to be sustained upon audit by taxing authorities. If
a tax position meets this more-likely-than-not standard, then the related tax benefit is measured based on a cumulative probability
analysis of the amount that is more likely than not to be realized upon ultimate settlement or disposition of the underlying tax
issue.



If actual results differ unfavorably from
estimates used, we may not be able to realize all or part of our net deferred tax assets and additional valuation allowances may
be required. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting
and tax basis of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences
are expected to reverse. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect
any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or equity, as appropriate.





24







Recently Issued Accounting Standards



In May 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenues from Contracts with Customers (Topic 606). This
guidance applies to any entity that either enters into contracts with customers to transfer goods or services or enters into contracts
for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principle of this
guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance
supersedes existing revenue recognition guidance, including most industry-specific guidance, as well as certain related guidance
on accounting for contract costs. For public entities, this guidance is effective for annual reporting periods beginning after
December 15, 2016. Early application is not permitted. The Company is currently evaluating the impact of ASU 2014-09 on its consolidated
financial statements.



Item 7A.  Quantitative
and Qualitative Disclosures About Market Risk



Not required.



25







Item 8.  Financial
Statements and Supplementary Data



Report of Independent Registered
Public Accounting Firm



Consolidated Balance Sheets
at December 31, 2014 and 2013



Consolidated Statements of Income
for the Years Ended December 31, 2014 and 2013



Consolidated Statements of Comprehensive
Income for the Years Ended December 31, 2014 and 2013



Consolidated Statements of Stockholders’
Equity for the Years Ended December 31, 2014 and 2013



Consolidated Statements of Cash
Flows for the Years Ended December 31, 2014 and 2013



Notes to Consolidated Financial
Statements



26







GAMING PARTNERS INTERNATIONAL CORPORATION

AND SUBSIDIARIES



CONSOLIDATED FINANCIAL STATEMENTS







27







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Gaming Partners International Corporation and Subsidiaries

Las Vegas, Nevada



We have audited the accompanying consolidated balance sheets
of Gaming Partners International Corporation and Subsidiaries (the “Company”) as of December 31, 2014 and 2013,
and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the years
then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.



In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial position of Gaming Partners International Corporation and Subsidiaries
as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United States of America.



/s/ Moss Adams LLP



San Diego, California

March 20, 2015





28









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS



December 31,



(in thousands, except share amounts)





|                                                                     |  | 2014 |        |   | 2013 |  
|-------------------------------------------------------------------- |  | ---- | ------ | - | ---- | -
|ASSETS                                                               |  |      |        |   |      |  
|Current Assets:                                                      |  |      |        |   |      |  
|Cash and cash equivalents                                            |  | $    | 8,969  |   |      | $
|Marketable securities                                                |  |      | 3,597  |   |      |  
|Accounts receivable, net                                             |  |      | 10,327 |   |      |  
|Inventories                                                          |  |      | 9,063  |   |      |  
|Prepaid expenses                                                     |  |      | 749    |   |      |  
|Deferred income tax asset                                            |  |      | 1,011  |   |      |  
|Other current assets                                                 |  |      | 2,273  |   |      |  
|Total current assets                                                 |  |      | 35,989 |   |      |  
|Property and equipment, net                                          |  |      | 15,087 |   |      |  
|Goodwill                                                             |  |      | 10,292 |   |      |  
|Intangibles, net                                                     |  |      | 2,794  |   |      |  
|Deferred income tax asset                                            |  |      | 2,003  |   |      |  
|Inventories, non-current                                             |  |      | 523    |   |      |  
|Other assets                                                         |  |      | 1,706  |   |      |  
|Total assets                                                         |  | $    | 68,394 |   |      | $
|                                                                     |  |      |        |   |      |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                 |  |      |        |   |      |  
|Current Liabilities:                                                 |  |      |        |   |      |  
|Short-term debt                                                      |  | $    | 10,000 |   |      | $
|Accounts payable                                                     |  |      | 3,321  |   |      |  
|Accrued liabilities                                                  |  |      | 3,906  |   |      |  
|Customer deposits and deferred revenue                               |  |      | 2,224  |   |      |  
|Income taxes payable                                                 |  |      | 343    |   |      |  
|Total current liabilities                                            |  |      | 19,794 |   |      |  
|Deferred income tax liability                                        |  |      | 272    |   |      |  
|Other liabilities                                                    |  |      | 63     |   |      |  
|Total liabilities                                                    |  |      | 20,129 |   |      |  
|Commitments and contingencies - see Note 11                          |  |      |        |   |      |  
|Stockholders' Equity:                                                |  |      |        |   |      |  
|Preferred stock, authorized 10,000,000 shares, $.01 par value,       |  |      |        |   |      |  
|none issued and outstanding                                          |  |      | -      |   |      |  
|Common stock, authorized 30,000,000 shares, $.01 par value,          |  |      |        |   |      |  
|8,207,077 and 7,916,094 issued and outstanding, respectively,        |  |      |        |   |      |  
|as of December 31, 2014, and 8,207,077 and 7,916,094 issued          |  |      |        |   |      |  
|and outstanding, respectively, as of December 31, 2013               |  |      | 82     |   |      |  
|Additional paid-in capital                                           |  |      | 19,886 |   |      |  
|Treasury stock at cost: 290,983 shares at December 31, 2014 and 2013 |  |      | (2,263 | ) |      |  
|Retained earnings                                                    |  |      | 30,881 |   |      |  
|Accumulated other comprehensive (loss) income                        |  |      | (321   | ) |      |  
|Total stockholders' equity                                           |  |      | 48,265 |   |      |  
|Total liabilities and stockholders' equity                           |  | $    | 68,394 |   |      | $
|                                                                     |  |      |        |   |      |  















See Notes to Consolidated Financial Statements







29









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME



Years Ended December 31,



(in thousands, except earnings per share)





|                                                     |  | 2014 |        |   | 2013 |  
|---------------------------------------------------- |  | ---- | ------ | - | ---- | -
|Revenues                                             |  | $    | 60,972 |   |      | $
|Cost of revenues                                     |  |      | 42,657 |   |      |  
|Gross profit                                         |  |      | 18,315 |   |      |  
|                                                     |  |      |        |   |      |  
|Marketing and sales                                  |  |      | 6,203  |   |      |  
|General and administrative                           |  |      | 8,403  |   |      |  
|Research and development                             |  |      | 1,521  |   |      |  
|Operating income                                     |  |      | 2,188  |   |      |  
|Other income, net                                    |  |      | 227    |   |      |  
|Income before income taxes                           |  |      | 2,415  |   |      |  
|Income tax (benefit) provision                       |  |      | (261   | ) |      |  
|Net income                                           |  | $    | 2,676  |   |      | $
|                                                     |  |      |        |   |      |  
|Earnings per share:                                  |  |      |        |   |      |  
|Basic                                                |  | $    | 0.34   |   |      | $
|Diluted                                              |  | $    | 0.33   |   |      | $
|Weighted-average shares of common stock outstanding: |  |      |        |   |      |  
|Basic                                                |  |      | 7,916  |   |      |  
|Diluted                                              |  |      | 8,015  |   |      |  







See Notes to Consolidated Financial Statements





30









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME

Years Ended December 31,



(in thousands)





|                                              |  | 2014 |        |   | 2013 |  
|--------------------------------------------- |  | ---- | ------ | - | ---- | -
|Net income                                    |  | $    | 2,676  |   |      | $
|Other comprehensive (loss) income:            |  |      |        |   |      |  
|Foreign currency translation adjustment       |  |      | (1,998 | ) |      |  
|Unrealized gain on securities, net of tax     |  |      | -      |   |      |  
|Other comprehensive (loss) income, net of tax |  |      | (1,998 | ) |      |  
|Total comprehensive income                    |  | $    | 678    |   |      | $
|                                              |  |      |        |   |      |  







See Notes to Consolidated Financial Statements





31









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY



Years Ended December 31, 2014 and
2013



(in thousands, except share amounts)





|                                            |  |  |                                                       |   |  |   |            |  |  |   |         |  |  |   |          |   |  | Accumulated |          |  |  |  
|------------------------------------------- |  |  | ----------------------------------------------------- | - |  | - | ---------- |  |  | - | ------- |  |  | - | -------- | - |  | ----------- | -------- |  |  | -
|                                            |  |  | Common
                                         Stock |   |  |   | Additional |  |  |   |         |  |  |   |          |   |  |             | Other    |  |  |  
|                                            |  |  |                                                       |   |  |   |            |  |  |   | Paid-In |  |  |   | Treasury |   |  |             | Retained |  |  |  
|                                            |  |  | Shares                                                |   |  |   | Amount     |  |  |   | Capital |  |  |   | Stock    |   |  |             | Earnings |  |  |  
|                                            |  |  |                                                       |   |  |   |            |  |  |   |         |  |  |   |          |   |  |             |          |  |  |  
|Balance,
    January 1, 2013                |  |  | 8,045,904                                             |   |  | $ | 82         |  |  | $ | 19,563  |  |  | $ | (1,250   | ) |  | $           | 27,039   |  |  | $
|Net
    income                              |  |  | -                                                     |   |  |   | -          |  |  |   | -       |  |  |   | -        |   |  |             | 1,166    |  |  |  
|Repurchases
    of common stock             |  |  | (129,810                                              | ) |  |   | -          |  |  |   | -       |  |  |   | (1,012   | ) |  |             | -        |  |  |  
|Stock
    compensation expense              |  |  | -                                                     |   |  |   | -          |  |  |   | 208     |  |  |   | -        |   |  |             | -        |  |  |  
|Amortization
    of pension transition      |  |  |                                                       |   |  |   |            |  |  |   |         |  |  |   |          |   |  |             |          |  |  |  
|asset,
    net     of tax                   |  |  | -                                                     |   |  |   | -          |  |  |   | -       |  |  |   | -        |   |  |             | -        |  |  |  
|Foreign
    currency translation adjustment |  |  | -                                                     |   |  |   | -          |  |  |   | -       |  |  |   | -        |   |  |             | -        |  |  |  
|Balance, December
    31, 2013              |  |  | 7,916,094                                             |   |  | $ | 82         |  |  | $ | 19,771  |  |  | $ | (2,263   | ) |  | $           | 28,205   |  |  | $
|                                            |  |  |                                                       |   |  |   |            |  |  |   |         |  |  |   |          |   |  |             |          |  |  |  
|Net
    income                              |  |  | -                                                     |   |  |   | -          |  |  |   | -       |  |  |   | -        |   |  |             | 2,676    |  |  |  
|Stock
    compensation expense              |  |  | -                                                     |   |  |   | -          |  |  |   | 115     |  |  |   | -        |   |  |             | -        |  |  |  
|Foreign
    currency translation adjustment |  |  | -                                                     |   |  |   | -          |  |  |   | -       |  |  |   | -        |   |  |             | -        |  |  |  
|Balance,
    December 31, 2014              |  |  | 7,916,094                                             |   |  | $ | 82         |  |  | $ | 19,886  |  |  | $ | (2,263   | ) |  | $           | 30,881   |  |  | $
|                                            |  |  |                                                       |   |  |   |            |  |  |   |         |  |  |   |          |   |  |             |          |  |  |  





See Notes to Consolidated Financial Statements





32









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,



(in thousands)





|                                                                                            |  | 2014 |         |   | 2013 |  
|------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|                                                                                            |  |      |         |   |      |  
|Cash Flows from Operating Activities                                                        |  |      |         |   |      |  
|Net income                                                                                  |  | $    | 2,676   |   |      | $
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |      |         |   |      |  
|Depreciation                                                                                |  |      | 2,597   |   |      |  
|Amortization of intangible assets                                                           |  |      | 218     |   |      |  
|Allowance (benefit) for bad debt                                                            |  |      | 193     |   |      |  
|Deferred income taxes                                                                       |  |      | (338    | ) |      |  
|Stock compensation expense                                                                  |  |      | 115     |   |      |  
|Loss on sale of property and equipment                                                      |  |      | 32      |   |      |  
|(Gain) on sale of marketable securities                                                     |  |      | (7      | ) |      |  
|Change in operating assets and liabilities:                                                 |  |      |         |   |      |  
|Accounts receivable                                                                         |  |      | (2,352  | ) |      |  
|Inventories                                                                                 |  |      | (445    | ) |      |  
|Prepaid expenses and other current assets                                                   |  |      | 358     |   |      |  
|Non-current other assets                                                                    |  |      | 215     |   |      |  
|Accounts payable                                                                            |  |      | (109    | ) |      |  
|Customer deposits and deferred revenue                                                      |  |      | 1,588   |   |      |  
|Accrued liabilities                                                                         |  |      | 573     |   |      |  
|Income taxes payable                                                                        |  |      | 92      |   |      |  
|Net cash provided by (used in) operating activities                                         |  |      | 5,406   |   |      |  
|                                                                                            |  |      |         |   |      |  
|Cash Flows from Investing Activities                                                        |  |      |         |   |      |  
|Purchases of marketable securities                                                          |  |      | (10,476 | ) |      |  
|Proceeds from sale of marketable securities                                                 |  |      | 12,073  |   |      |  
|Capital expenditures                                                                        |  |      | (2,008  | ) |      |  
|Purchase of business assets                                                                 |  |      | (20,016 | ) |      |  
|Purchase of intangibles                                                                     |  |      | (25     | ) |      |  
|Proceeds from sale of property and equipment                                                |  |      | 29      |   |      |  
|Net cash (used in) provided by investing activities                                         |  |      | (20,423 | ) |      |  
|                                                                                            |  |      |         |   |      |  
|Cash Flows from Financing Activities                                                        |  |      |         |   |      |  
|Proceeds from line of credit                                                                |  |      | 10,000  |   |      |  
|Repurchases of common stock                                                                 |  |      | -       |   |      |  
|Net cash provided by (used in) financing activities                                         |  |      | 10,000  |   |      |  
|Effect of exchange rate changes on cash                                                     |  |      | (506    | ) |      |  
|Net (decrease) increase in cash and cash equivalents                                        |  |      | (5,523  | ) |      |  
|Cash and cash equivalents, beginning of period                                              |  |      | 14,492  |   |      |  
|Cash and cash equivalents, end of period                                                    |  | $    | 8,969   |   |      | $
|                                                                                            |  |      |         |   |      |  
|Supplemental disclosures of cash flow information:                                          |  |      |         |   |      |  
|Cash paid for interest                                                                      |  | $    | 127     |   |      | $
|                                                                                            |  |      |         |   |      |  
|Cash paid for income taxes, net of refunds                                                  |  | $    | (759    | ) |      | $







See Notes to Consolidated Financial Statements





33









GAMING PARTNERS INTERNATIONAL CORPORATION
AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1. Nature of Business and Significant Accounting
Policies



Organization and Nature of Business



Gaming Partners International Corporation
(GPIC or the Company) is headquartered in Las Vegas, Nevada and has three operating subsidiaries: Gaming Partners International
USA, Inc. (GPI USA) (including GPI Mexicana S.A. de C.V. (GPI Mexicana), our maquiladora manufacturing operation in Mexico,
and GPI Blue Springs, our manufacturing facility in Missouri), Gaming Partners International SAS (GPI SAS), and Gaming Partners
International Asia Limited (GPI Asia).  On July 1, 2014, we acquired (the GemGroup Acquisition) substantially all of
the net gaming assets of GemGroup Inc. and its subsidiaries (GemGroup) (see Note 2). Our subsidiaries have the following distribution
and product focus:



| | • | GPI USA sells in the United States, Canada, the Caribbean, and Latin America. GPI USA sells our full product line, with most
of the products manufactured in either San Luis Rio Colorado, Mexico, or, since July 1, 2014 (in connection with the GemGroup Acquisition),
at our facility in Blue Springs, Missouri. The remainder is either manufactured in France or purchased from United States vendors.
We also warehouse inventory in San Luis, Arizona and at our Las Vegas, Nevada headquarters, and have sales offices in Las Vegas,
Nevada; Atlantic City, New Jersey; Gulfport, Mississippi; and Blue Springs, Missouri.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI SAS sells primarily in Europe and Africa out of its office in Beaune, France. GPI SAS predominantly sells casino currencies,
including both American-style, known as chips, and European-style, known as plaques and jetons. Most of the products sold by GPI
SAS are manufactured in France, with the remainder manufactured in Mexico.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | GPI Asia, located in Macau S.A.R., China, distributes all our casino currencies, RFID product solutions, playing cards, and
other table accessories in the Asia-Pacific region. As a result of the GemGroup acquisition, since July 1, 2014, GPI Asia also
sells layouts and upholstery manufactured in Macau S.A.R.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



GPIC was formed in 2002 through a combination
between Paul-Son Gaming Corporation and Bourgogne et Grasset S.A. initiated by the late Francois Carrette, whose firm, Holding
Wilson, S.A., remains GPIC’s controlling stockholder. GPI USA was founded in 1963 as Paul-Son Gaming Supplies, Inc. by Paul
S. Endy, Jr., and initially manufactured and sold dice to casinos in Las Vegas. GPI SAS was founded in 1923 as Etablissements
Bourgogne et Grasset S.A. by Etienne Bourgogne and Claudius Grasset in Beaune, France to produce and sell counterfeit-resistant
currencies to casinos in Monaco. We have established brand names such as Paulson®, Bourgogne et Grasset®
(BG®), Bud Jones®and Blue Chip® (BC®) and recently acquired, Gemaco®.
GPIC and each of its subsidiaries are sometimes collectively referred to herein as the “Company”, “us”,
“we”, or “our”.



We are one of the gaming industry’s
leading manufacturers and suppliers of casino table game equipment. We custom manufacture and supply casino currencies, table layouts,
playing cards, gaming furniture, table accessories, dice, roulette wheels, and RFID readers and software, all of which are used
with casino table games such as blackjack, poker, baccarat, craps, and roulette. Our products fall into two categories –
non-consumable and consumable. Non-consumable products consist of casino currencies, gaming furniture, and RFID solutions. These
products typically have a useful life of several years or longer. Sales of non-consumables are typically driven by casino openings,
expansions, and rebrandings, as well as replacement in the normal course of business. Consumable products consist of playing cards,
table layouts, dice, and table accessories. These products each have a useful life that ranges from several hours for playing cards
and dice to several months for layouts. Casinos tend to buy these products annually if not more frequently.





34







Significant Accounting Policies



Basis of Consolidation and Presentation.The consolidated
financial statements include the accounts of GPIC and its wholly-owned subsidiaries GPI USA, GPI SAS, GPI Asia,
and GPI Mexicana, our maquiladora manufacturing operation. All material intercompany balances and transactions have been eliminated
in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States.



Cash and Cash Equivalents. We consider all highly-liquid
investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash
equivalents in various United States banks. Several accounts are in excess of the federally-insured limit of $250,000. The Company
also maintains cash and cash equivalents in foreign banks that are not insured.



Fair Value of Financial Instruments. The fair
value of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and debt approximates the carrying
amount of these financial instruments due to their short-term nature.



Marketable Securities. We account for our investments
in marketable securities as available-for-sale and, as such, they are recorded on our consolidated balance sheets at estimated
fair value. Unrealized holding gains and losses are excluded from earnings and are, instead, reported within accumulated other
comprehensive income.



Accounts Receivables and Customer Deposits. We
perform ongoing credit evaluations of our customers and generally require a deposit prior to commencing work on a customer order.
These customer deposits are classified as a current liability on the consolidated balance sheets. We also maintain an allowance
for doubtful accounts to state trade receivables at their estimated realizable value. This allowance applies to all customers and
is estimated based on a variety of factors, including the length of time the receivables are past due, economic conditions and
trends, significant one-time events, and historical experience. Changes are made to the allowance based on our awareness of a particular
customer’s ability to meet its financial obligations. Receivables are written-off when management determines that collectability
is remote.



Inventories.Inventories are stated at the lower
of cost or market. Cost is determined using a weighted-average method for GPI SAS and a first-in, first-out method for GPI
USA and GPI Asia. Market value is determined by comparing inventory item carrying values to estimates of net realizable value.
The analysis of net realizable value includes reviewing overall inventory levels, historical and projected sales or usage of these
items, the projected markets for our products, and selling costs. Inventory that we estimate will not be used within one year is
considered non-current inventory.



Property and Equipment.Property and equipment
are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method for financial reporting
purposes over the following estimated useful lives:





|                           | Years 
|-------------------------- | ------
|Buildings and Improvements | 3 - 40
|Furniture and Equipment    | 2 - 15
|Vehicles                   | 5 -  7







Goodwill. Goodwill is recorded when the consideration
paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested
for impairment on an annual basis or more frequently if we believe indicators of impairment exist. We test goodwill for impairment
using qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than
its carrying amount, including goodwill. If it is not more likely than not that the fair value of the reporting unit is less than
its carrying amount, no further testing is performed. If it is more likely than not than not that the fair value of the reporting
unit is less than its carrying amount, we perform a quantitative two-step impairment test. The first step compares the fair value
of the reporting unit with its carrying amount, including goodwill. If the carrying amount exceeds fair value, then the second
step is used to measure the amount of impairment loss.



Long-Lived and Intangible Assets.The Company
evaluates the carrying value of long-lived assets (including property and equipment and intangible assets) for possible impairment
when events or change in circumstances indicate that the carrying value of an asset may not be recoverable. In general, we will
recognize an impairment loss when the sum of undiscounted expected cash flows from the asset is less than the carrying amount of
such asset. Intangible assets, such as patents and trademarks, are amortized using the straight-line method over their economic
lives.





35







Revenue Recognition.For casino table game product
sales, we record revenue, net of excise and sales taxes, when it is realized, or realizable, and earned. We consider these criteria
met when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is
fixed or determinable, collectability is reasonably assured and, if required, acceptance is received from the customer. Shipping
costs billed to our customers are reflected in revenues, with the related expense included in cost of revenues. Sales tax collected
from customers is excluded from revenue and included in accrued expenses.



We occasionally enter into multiple-element
arrangements with our customers to provide RFID solutions. Such transactions may include deliverables such as RFID equipment, installation
and training services, embedded RFID software licenses, and limited software support services. In such arrangements, RFID equipment
and embedded RFID software work together to deliver the functionality purchased by our customer. Therefore, we apply the provisions
of multiple-element accounting to separate the deliverables and allocate the total arrangement consideration based upon relative
estimated selling prices. Each unit of accounting is then accounted for under the applicable revenue recognition guidance. For
RFID equipment and related services, revenue generally is recorded when all customer-defined acceptance criteria are satisfied.
For RFID software support services, revenue generally is amortized over the term of the support contract.



Research and Development.Research and development
costs are the costs related to developing new and improved products and manufacturing processes and are charged to expense when
incurred and are included in our consolidated statements of income. These costs include staff compensation and related expenses,
subcontract costs, materials, and supplies.



Income Taxes.We recognize a current tax liability
or asset for estimated taxes payable or refundable on tax returns for the current year and a deferred tax liability or asset for
estimated future tax effects, attributable to temporary differences and carryforwards.



GPIC and its subsidiaries file separate
income tax returns in their respective jurisdictions. Income taxes are provided for the tax effects of transactions reported in
the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between
the basis of assets and liabilities for financial and income tax reporting. The deferred tax assets and liabilities represent the
future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered
or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes.



The Company reviews all of its tax positions
and makes a determination as to whether its position is more likely than not to be sustained upon examination by tax authorities.
If a tax position meets the more-likely-than-not standard, then the related tax benefit is measured based on the cumulative probability
that the amount is more likely than not to be realized upon ultimate settlement or disposition of the underlying issue. The
Company recognizes interest and penalties related to unrecognized tax positions in the provision for income taxes on the consolidated
statements of income.



Foreign Currency Transactions.The financial
statements of GPI SAS are measured using the euro as the functional currency. Assets and liabilities of GPI SAS are translated
into the U.S. dollar at exchange rates at the balance sheet date. Revenues and expenses are translated into the U.S. dollar at
average rates of exchange in effect during the year. The resulting cumulative translation adjustments are recorded within accumulated
other comprehensive income.



The financial statements of GPI Asia
and GPI Mexicana are measured using the U.S. dollar as the functional currency. Non-monetary assets and liabilities are translated
at historical exchange rates, and monetary assets and liabilities are translated at current exchange rates. Exchange gains and
losses arising from translation are included in other income and expense in the consolidated statements of income.



Transaction gains and losses that arise
from exchange rate fluctuations on transactions with third parties denominated in a currency other than the functional currency
are included in the results of operations as incurred.



Comprehensive Income.Comprehensive income includes
net income, unrealized gains and losses on available-for-sale securities recorded net of tax, and foreign currency translation
adjustments.



Estimates.The preparation of consolidated financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated
financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions
have been made in determining the allowance for doubtful accounts receivable; write-downs of slow moving, excess, and obsolete
inventories; the depreciable lives of fixed assets; estimates for the recoverability of long-lived assets, including intangible
assets; the recoverability of deferred tax assets; and potential exposures relating to litigation, claims, and assessments. Actual
results could differ from those estimates and assumptions.





36







Recently Issued Accounting Standards.In May 2014,
the FASB issued ASU 2014-09, Revenues from Contracts with Customers (Topic 606). This guidance applies to any entity that
either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial
assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. This guidance supersedes existing revenue recognition
guidance, including most industry-specific guidance, as well as certain related guidance on accounting for contract costs. For
public entities, this guidance is effective for annual reporting periods beginning after December 15, 2016. Early application is
not permitted. The Company is currently evaluating the impact of ASU 2014-09 on its consolidated financial statements.



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 million which includes the original consideration of $19.75 million and a post-closing
working capital adjustment to the purchase price of $0.3 million that was recorded and paid by us 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). We borrowed $10.0 million under a demand line of credit with HSBC Bank USA, National
Association, the proceeds of which were used toward the payment of the purchase price for the GemGroup Acquisition. The GemGroup
Acquisition strengthens our manufacturing capabilities and increases our United States market share in both playing cards and table
layouts, two important sources of recurring revenue. Further, it expands our product offerings in the growing Asia-Pacific region
as the Gemaco brand has a strong market presence in the Asia-Pacific layout business. The GemGroup Acquisition was accounted for
using the acquisition method required by 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 have been consolidated with the Company beginning on the date of the acquisition
(July 1, 2014).



On November 5, 2014, we informed our impacted
employees that we would be relocating all of our playing card production from Mexico to our facility in Blue Springs, Missouri.
In December 2014, we completed the relocation of all our playing card production from Mexico to our facility in Blue Springs, Missouri.
The consolidation is part of our strategic plan to improve the efficiency of our playing card production and is expected to provide
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 related to the GemGroup Acquisition.



The following table describes the acquisition
consideration paid (dollars in thousands):







|Acquisition Consideration        |  |   |        | 
|-------------------------------- |  | - | ------ | 
|                                 |  |   |        | 
|Cash                             |  | $ | 19,750 | 
|Purchase agreement contingencies |  |   | 266    | 
|Total acquisition consideration  |  | $ | 20,016 | 
|                                 |  |   |        | 





The Purchase Agreement contingencies represent
a post-closing working capital adjustment to the purchase price. In December 2014, we paid and recorded a post-closing working
capital adjustment of $0.3 million which was reflected as an increase in goodwill.



The acquisition consideration was assigned
based on estimates of the fair values of assets and liabilities acquired as of the acquisition date. The assignment of the acquisition
consideration is based on estimates, assumptions, valuations and other studies which were finalized in December 2014.





37







The
allocation of the acquisition consideration is 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 fair value
of the significant identified intangible assets was estimated using the market approach and income approach. Inputs used in the
methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved. The total
amount of intangible assets acquired subject to amortization expense is $2.0 million, with a residual value estimated to be zero
and weighted-average amortization period of 15 years. Goodwill arising from the acquisition is mainly attributable to synergies
and improved market position.



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 impracticable to determine the earnings or loss contributed by
the acquisition.



The following
unaudited pro forma consolidated results of operations for the fiscal year ended December 31, 2014 and 2013 have been prepared
as if the acquisition of the gaming assets of GemGroup had occurred at January 1, 2013 (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 consolidated results of 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 consolidated results of 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.



Note 3.  Cash, Cash Equivalents, and Marketable Securities



The Company holds its cash, cash equivalents,
and marketable securities in financial institutions in various countries throughout the world. The following summarizes the geographic
location of our holdings (in thousands):





|                    |  | 2014 |                            |  | 2013 |  
|------------------- |  | ---- | -------------------------- |  | ---- | -
|                    |  |      | Cash and  Cash Equivalents |  |      |  
|                    |  |      |                            |  |      |  
|United States       |  | $    | 3,160                      |  |      | $
|France              |  |      | 644                        |  |      |  
|Macau S.A.R., China |  |      | 5,165                      |  |      |  
|Total               |  | $    | 8,969                      |  |      | $









38









Available-for-sale marketable securities
consist of investments in securities such as certificates of deposit offered by French and U.S. banks, and bond mutual funds (in
thousands):





|                            |  | 2014 |       |  | 2013                   |  
|--------------------------- |  | ---- | ----- |  | ---------------------- | -
|                            |  | Cost |       |  | Unrealized Gain/(Loss) |  
|                            |  |      |       |  |                        |  
|Certificates of deposit     |  | $    | 1,215 |  |                        | $
|Bond mutual funds           |  |      | 2,382 |  |                        |  
|Total marketable securities |  | $    | 3,597 |  |                        | $







We present our marketable securities
at their estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. The Company has determined that all of its
marketable securities are Level 1 financial instruments, with asset values recorded at quoted prices in active markets for identical
assets.



Note 4. Accounts Receivable and Allowance for Doubtful
Accounts



At December 31, 2014, one Macau casino customer,
whose account is current, accounted for 30% of our accounts receivable balance At December 31, 2013, one Macau casino customer
accounted for 10% of our accounts receivable balance.



The allowance for doubtful accounts consists
of the following (in thousands):





|     |  | Balance at Beginning of Year |     |  | Provision (Benefit) |   |     | Write-offs, Net of Recoveries |  |   | Exchange Rate Effect |   |  | Balance at End of Year |  
|---- |  | ---------------------------- | --- |  | ------------------- | - | --- | ----------------------------- |  | - | -------------------- | - |  | ---------------------- | -
|2014 |  | $                            | 114 |  |                     | $ | 193 |                               |  | $ | (5                   | ) |  | $                      | -
|2013 |  | $                            | 152 |  |                     | $ | (39 | )                             |  | $ | -                    |   |  | $                      | 1
|     |  |                              |     |  |                     |   |     |                               |  |   |                      |   |  |                        |  





Note 5. Inventories



Inventories consist of the following at
December 31 (in thousands):





|                  |  | 2014 |       |  | 2013 |  
|----------------- |  | ---- | ----- |  | ---- | -
|Raw materials     |  | $    | 5,747 |  |      | $
|Work in progress  |  |      | 1,257 |  |      |  
|Finished goods    |  |      | 2,582 |  |      |  
|Total inventories |  | $    | 9,586 |  |      | $







At December 31, 2014 and December 31, 2013,
we classified a portion of our inventories as non-current because we do not expect this portion to be used within one year. The
classification of our inventories on our consolidated balance sheets is as follows (in thousands):





|                  |  | 2014 |       |  | 2013 |  
|----------------- |  | ---- | ----- |  | ---- | -
|Current           |  | $    | 9,063 |  |      | $
|Non-current       |  |      | 523   |  |      |  
|Total inventories |  | $    | 9,586 |  |      | $







39









Note 6. Other Current Assets



Other current assets consist of the following
at December 31 (in thousands):





|                           |  | 2014 |       |   | 2013 |  
|-------------------------- |  | ---- | ----- | - | ---- | -
|Deposits                   |  | $    | 648   |   |      | $
|Income tax-related assets  |  |      | 1,284 |   |      |  
|Refundable value-added tax |  |      | 395   |   |      |  
|Other                      |  |      | (54   | ) |      |  
|Total other current assets |  | $    | 2,273 |   |      | $
|                           |  |      |       |   |      |  





Note 7. Property and Equipment



Property and equipment consists of the following
at December 31 (in thousands):





|                              |  | 2014 |         |   | 2013 |  
|----------------------------- |  | ---- | ------- | - | ---- | -
|Land                          |  | $    | 1,784   |   |      | $
|Buildings and improvements    |  |      | 9,857   |   |      |  
|Equipment and furniture       |  |      | 26,033  |   |      |  
|Vehicles                      |  |      | 368     |   |      |  
|                              |  |      | 38,042  |   |      |  
|Less accumulated depreciation |  |      | (22,955 | ) |      |  
|Property and equipment, net   |  | $    | 15,087  |   |      | $
|                              |  |      |         |   |      |  





Depreciation expense for the years ended
December 31, 2014 and 2013 was $2,597 and $2,290, respectively.



Note 8. Goodwill and Intangible Assets



In
connection with the GemGroup Acquisition (see Note 2), as of July 1, 2014 based on the purchase price allocation, we acquired $10.3
million of goodwill and $2.0 million of intangible assets, including a trademark, a customer list, and a non-compete agreement.



Intangible assets consist
of the following at December 31 (in thousands):





|                        |  | 2014 |                       |  | 2013 |  
|----------------------- |  | ---- | --------------------- |  | ---- | -
|                        |  |      | Gross Carrying Amount |  |      |  
|Trademarks              |  | $    | 1,742                 |  |      | $
|Customer list           |  |      | 1,298                 |  |      |  
|Patents                 |  |      | 542                   |  |      |  
|Other intangible assets |  |      | 207                   |  |      |  
|Total intangible assets |  | $    | 3,789                 |  |      | $







Amortization expense for intangible assets
for the years ended December 31, 2014 and 2013 was $218 and $136, respectively.





40









The following table provides estimated amortization
expense for the years ending December 31 (in thousands):





|Year       |  | Amortization
                                                                                Expense |      
|---------- |  | ---------------------------------------------------------------------------------------------------- | -----
|2015       |  | $                                                                                                    | 297  
|2016       |  |                                                                                                      | 279  
|2017       |  |                                                                                                      | 258  
|2018       |  |                                                                                                      | 240  
|2019       |  |                                                                                                      | 234  
|Thereafter |  |                                                                                                      | 1,486
|Total      |  | $                                                                                                    | 2,794







Note 9. Accrued Liabilities



Accrued liabilities consist of the following
at December 31 (in thousands):





|                                           |  | 2014 |       |  | 2013 |  
|------------------------------------------ |  | ---- | ----- |  | ---- | -
|Accrued salaries, wages, and related costs |  | $    | 977   |  |      | $
|Accrued vacation                           |  |      | 894   |  |      |  
|Miscellaneous taxes                        |  |      | 632   |  |      |  
|Accrued bonuses and commissions            |  |      | 604   |  |      |  
|Other                                      |  |      | 799   |  |      |  
|Total accrued liabilities                  |  | $    | 3,906 |  |      | $
|                                           |  |      |       |  |      |  





Note 10. Debt



On June 26, 2014, GPI USA and HSBC Bank
USA, National Association, entered into a demand line of credit agreement with a limit of $10.0 million. Interest on the line of
credit is LIBOR plus 2.25%. GPI USA borrowed $10.0 million under the line of credit to finance the GemGroup Acquisition (see Note
2). The line of credit is secured by a lien on all of the assets of GPI USA. The line of credit is guaranteed by GPIC and is subject
to renewal by HSBC Bank USA in its sole discretion on June 30 of each year.



Note 11. Commitments and Contingencies



Operating Lease Commitments



The Company has various operating leases
that are used in the normal course of business. Our operating leases consist of buildings and equipment.



Operating lease expense for the years ended
December 31, 2014 and 2013 was $749 and $709, respectively.



The following schedule reflects our future
minimum lease payments under operating leases, including related-party payments (see Note 20) for the years ending December 31
(in thousands):





|      |  | Minimum  |      
|----- |  | -------- | -----
|      |  | Lease    |      
|Year  |  | Payments |      
|2015  |  | $        | 745  
|2016  |  |          | 522  
|2017  |  |          | 482  
|2018  |  |          | 456  
|2019  |  |          | 76   
|Total |  | $        | 2,281
|      |  |          |      







41









Legal Proceedings and Contingencies



Liabilities for material claims against
the Company are accrued when a loss is considered probable and can be reasonably estimated. Legal costs associated with claims
are expensed as incurred.



From time to time we are engaged in disputes
and claims that arose in the normal course of business. We believe the ultimate outcome of these proceedings will not have a material
adverse impact on our consolidated financial position or results of operations, but the outcome of these actions is inherently
difficult to predict. There can be no assurance that we will prevail in any such litigation. Liabilities for material claims against
us are accrued when a loss is considered probable and can be reasonably estimated. Legal costs associated with claims are expensed
as incurred.



Employment Agreements



The Company has employment agreements with
key employees which include severance commitments in the event the Company terminates the employee without cause. Total commitments
under the agreements aggregate approximately $679,050 as of December 31, 2014.



Note 12. Accumulated Other Comprehensive Income



Accumulated other comprehensive income consists
of the following at December 31 (in thousands):





|                                                    |  | 2014 |      |   | 2013 |  
|--------------------------------------------------- |  | ---- | ---- | - | ---- | -
|Foreign currency translation                        |  | $    | (322 | ) |      | $
|Unrealized gain on securities, net of tax           |  |      | 1    |   |      |  
|Total accumulated other comprehensive (loss) income |  | $    | (321 | ) |      | $
|                                                    |  |      |      |   |      |  









Note 13. Geographic and Product Line Information



We manufacture and sell casino table game
equipment in one operating segment - casino table game products. Although the Company derives its revenues from a number of different
product lines, the Company neither allocates resources based on the operating results from the individual product lines, nor manages
each individual product line as a separate business unit. Our chief operating decision maker is our Chief Executive Officer (CEO).
He manages our operations on a consolidated basis to make decisions about overall corporate resource allocation and to assess overall
corporate profitability. Our CEO is also the chief operating manager for each of our entities in the United States, France and
Macau S.A.R.; that is, the individual locations do not have “segment,” “product line,” or other overall
managers who report to our CEO.



The following table presents certain data
by geographic area for the years ended December 31 (in thousands):





|                  |  | 2014 |        |  | 2013 | 
|----------------- |  | ---- | ------ |  | ---- | 
|Revenues          |  |      |        |  |      | 
|The Americas      |  | $    | 36,367 |  |      | 
|Asia-Pacific      |  |      | 21,410 |  |      | 
|Europe and Africa |  |      | 3,195  |  |      | 
|Total             |  | $    | 60,972 |  |      | 







42









The following table represents our net
sales by product line for the years ended December 31 (in thousands):





|                                     |  | 2014 |        |  | 2013 | 
|------------------------------------ |  | ---- | ------ |  | ---- | 
|                                     |  |      |        |  |      | 
|Casino currency without RFID         |  | $    | 14,511 |  |      | 
|Casino currency with RFID            |  |      | 14,315 |  |      | 
|Total casino currency                |  |      | 28,826 |  |      | 
|Playing cards                        |  |      | 15,139 |  |      | 
|Table layouts                        |  |      | 5,352  |  |      | 
|Table accessories and other products |  |      | 3,303  |  |      | 
|Dice                                 |  |      | 2,452  |  |      | 
|Gaming furniture                     |  |      | 1,957  |  |      | 
|RFID solutions                       |  |      | 1,566  |  |      | 
|Shipping                             |  |      | 2,377  |  |      | 
|Total                                |  | $    | 60,972 |  |      | 







In 2014, we had one casino customer that
accounted for 12% of revenues.



The following table represents our property
and equipment, net by geographic area at December 31 (in thousands):





|                             |  | 2014 |        |  | 2013 |  
|---------------------------- |  | ---- | ------ |  | ---- | -
|Property and equipment, net: |  |      |        |  |      |  
|United States                |  | $    | 8,199  |  |      | $
|France                       |  |      | 3,699  |  |      |  
|Mexico                       |  |      | 3,055  |  |      |  
|Asia                         |  |      | 134    |  |      |  
|Total                        |  | $    | 15,087 |  |      | $



The following table represents our intangible
assets, net by geographic area at December 31 (in thousands):



|                        |  | 2014 |       |  | 2013 |  
|----------------------- |  | ---- | ----- |  | ---- | -
|Intangible assets, net: |  |      |       |  |      |  
|United States           |  | $    | 2,249 |  |      | $
|Asia                    |  |      | 535   |  |      |  
|France                  |  |      | 10    |  |      |  
|Total                   |  | $    | 2,794 |  |      | $





43











Note 14. Pension Plans



For employees of GPI SAS, we sponsor a non-contributory,
defined-benefit pension plan (the Pension Plan) which funds a mandatory payment when employees retire at age 65. The lump-sum benefit
amount is based on years of service, job classification, and compensation in the 12 months prior to retirement. The following amounts
relate to the Pension Plan at December 31 (in thousands):





|                                               |  | 2014 |     |   | 2013 |  
|---------------------------------------------- |  | ---- | --- | - | ---- | -
|Change in benefit obligation:                  |  |      |     |   |      |  
|Benefit obligation at beginning of year        |  | $    | 472 |   |      | $
|Service cost                                   |  |      | 31  |   |      |  
|Interest cost                                  |  |      | 16  |   |      |  
|Actuarial (gain) loss                          |  |      | 13  |   |      |  
|Effect of foreign exchange rate changes        |  |      | (60 | ) |      |  
|Benefit obligation at end of year              |  | $    | 472 |   |      | $
|                                               |  |      |     |   |      |  
|Change in plan assets:                         |  |      |     |   |      |  
|Fair value of plan assets at beginning of year |  | $    | 466 |   |      | $
|Actual return on plan assets                   |  |      | (11 | ) |      |  
|Effect of foreign exchange rate changes        |  |      | (54 | ) |      |  
|Fair value of plan assets at end of year       |  |      | 401 |   |      |  
|Funded status and accrued benefit cost         |  | $    | (71 | ) |      | $







At December 31, 2014, the accrued benefit cost of $71 was recognized
in the consolidated balance sheets in other liabilities.



Pension Plan assets are measured using a
Level 1 valuation methodology and consist of the following asset funds at December 31 (in thousands):





|                                         |  | 2014 |     |  | 2013 |  
|---------------------------------------- |  | ---- | --- |  | ---- | -
|Worldwide bond fund                      |  | $    | 186 |  |      | $
|Guaranteed equity fund                   |  |      | 73  |  |      |  
|European equity fund                     |  |      | 142 |  |      |  
|Fair value of plan assets at end of year |  | $    | 401 |  |      | $







GPIC management is responsible for our investment
strategy of growing Pension Plan assets, while maintaining a reasonable amount of risk over the long-term investment horizon. In
order to reduce risk, Pension Plan assets are diversified across several classes of investments. We did not make any contribution
to the Pension Plan in either 2014 or 2013.



The weighted-average assumptions used in
the valuation of pension benefits are as follows as of December 31:





|                              |  | 2014 |      |   | 2013 | 
|----------------------------- |  | ---- | ---- | - | ---- | 
|Assumptions:                  |  |      |      |   |      | 
|Discount rate                 |  |      | 2.00 | % |      | 
|Rate of compensation increase |  |      | 2.00 | % |      | 







Net pension expense consisted of the following
for the years ended December 31 (in thousands):





|                                               |  | 2014 |    |  | 2013 |  
|---------------------------------------------- |  | ---- | -- |  | ---- | -
|Service-cost benefits earned during the period |  | $    | 31 |  |      | $
|Interest expense on benefit obligation         |  |      | 16 |  |      |  
|Actual (return) on plan assets                 |  |      | 11 |  |      |  
|Actuarial loss                                 |  |      | 13 |  |      |  
|Net pension expense                            |  | $    | 71 |  |      | $
|                                               |  |      |    |  |      |  





Projected benefit payments from the Pension
Plan as of December 31, 2014 are estimated at $9.5 for 2015 through 2018, and an aggregate of $118 for 2019 through 2023.





44









We also sponsor a 401(k) plan for employees
in the United States (the 401K Plan) who have worked for us for over six months and are 21 years of age or older. Company
contributions to the 401K Plan are based on the amounts contributed by eligible employees. Eligible employees can elect to contribute
into the 401K Plan up to the lesser of the IRS annual limit or 15 percent of their earnings. We contribute $0.50 for each $1.00
contributed by a participant in the 401K Plan up to 4 percent of the participant’s wages. The Company contributions made
to the 401K Plan for the years ended December 31, 2014 and 2013 were $75 and $54, respectively.



Note 15. Stockholder’s Equity



On December 1, 2011, the Board of Directors
approved a stock repurchase program which authorized the repurchase of up to 5%, or 409,951 shares, of common stock. On November
30, 2012, the Board of Directors increased the number of shares available for repurchase to 498,512 shares. During the year ended
December 31, 2013, we repurchased 129,810 shares of our common stock under this program at a cost of $1.0 million, or a weighted-average
price of $7.80 per share. From the program’s inception through December 31, 2013, we repurchased an aggregate of 282,922
shares of our common stock at a cost of $2.1 million, or a weighted-average price of $7.30 per share. No shares were purchased
during 2014. As of December 31, 2014, 215,590 shares remain authorized for repurchase.



Repurchases are subject to market conditions,
share price, and other factors, as well as periodic review by the Board of Directors. Repurchases have been and will be made in
accordance with applicable securities laws in the open market, in privately-negotiated transactions, and/or pursuant to Rule 10b5-1
for trading plans. On August 5, 2013, the Board of Directors elected to terminate our 10b5-1 trading plan, effective August 12,
2013, and to cease any repurchase of our stock under the repurchase program for a minimum of six months after that date. While
the 10b5-1 trading plan has been terminated, the repurchase program remains in effect. The repurchase program does not specify
an expiration date and it may be suspended or discontinued at any time.



Note 16. Stock Option Programs and Share-based Compensation
Expense



We have two active stock option programs
which consist of the 1994 Directors’ Stock Option Plan, as amended (the Directors’ Plan), and a Stock Option Agreement
with Gregory S. Gronau (Gronau Agreement).



The Directors’ Plan provides that
each non-employee director, upon joining the Board of Directors, will receive an initial option to purchase 6,000 shares of common
stock. The initial option grant vests over a three-year period, with one-third of the option grant vesting at the end of each year.
At the beginning of the fourth year of service on the Board of Directors, and each year thereafter, each non-employee director
receives an annual grant to purchase 2,000 shares of common stock. In addition, annually each non-employee director receives options
to purchase 1,500 shares of common stock for serving on certain committees of the Board of Directors. Options granted after the
initial option grant vest immediately and are exercisable after six months.



In 2008, the Board of Directors amended
and the stockholders subsequently approved an amendment to the Directors’ Plan to: (i) increase the total number of
shares of common stock for which options may be granted to 450,000, an increase of 100,000 shares; and (ii) include authorization
by the Board of Directors to grant discretionary stock options covering up to 100,000 of the total 450,000 shares to non-employee
directors. Discretionary stock options vest immediately and are exercisable after six months. There were no discretionary stock
option grants in 2014 or 2013.



The Gronau Agreement granted to Mr. Gronau
an option to purchase 150,000 shares of the Company’s common stock. The stock option has a ten-year term and vests over
a five-year period as follows: 20,000 shares on the first anniversary of the date of the grant; 30,000 shares on each of the second,
third, and fourth anniversaries; and 40,000 shares on the fifth anniversary of the date of grant. The Gronau Agreement was presented
to and approved by the Company’s Board of Directors and subsequently approved by the Company’s stockholders at its
Annual Meeting of Stockholders held on May 6, 2009.





45







The following is a summary of stock option
activity for the years ended December 31, 2014 and 2013:





|                                 |  | Shares |         |  | Weighted- Average Exercise Price |   |      | Weighted- Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value (in thousands) | 
|-------------------------------- |  | ------ | ------- |  | -------------------------------- | - | ---- | ---------------------------------------------------- |  |  | ---------------------------------------- | 
|Outstanding at January 1, 2013   |  |        | 331,500 |  |                                  | $ | 7.49 |                                                      |  |  |                                          | 
|Granted                          |  |        | 27,000  |  |                                  |   | 8.10 |                                                      |  |  |                                          | 
|Outstanding at December 31, 2013 |  |        | 358,500 |  |                                  |   | 7.54 |                                                      |  |  |                                          | 
|Granted                          |  |        | 25,500  |  |                                  |   | 8.18 |                                                      |  |  |                                          | 
|Outstanding at December 31, 2014 |  |        | 384,000 |  |                                  | $ | 7.60 |                                                      |  |  | 5.0                                      | 
|                                 |  |        |         |  |                                  |   |      |                                                      |  |  |                                          | 
|Exercisable at December 31, 2014 |  |        | 368,500 |  |                                  | $ | 7.57 |                                                      |  |  | 4.8                                      | 
|                                 |  |        |         |  |                                  |   |      |                                                      |  |  |                                          | 







For the years ended December 31, 2014 and
2013, no options were exercised.



We estimate the fair value of each stock
option award on the grant date using the Black-Scholes valuation model. Dividends and expected volatility are based on historical
factors related to our common stock. The risk-free rate is based on United States Treasury rates appropriate for the expected term,
which is based on the contractual term of the options, as well as historical exercise and termination behavior.



The following table summarizes the weighted-average
assumptions used, and related information, for option activity for the periods indicated.





|Option valuation assumptions:          |  | 2014 |         |   | 2013 |  
|-------------------------------------- |  | ---- | ------- | - | ---- | -
|Dividend yield                         |  |      | 1.1     | % |      |  
|Expected volatility                    |  |      | 40.3    | % |      |  
|Risk-free interest rate                |  |      | 1.65    | % |      |  
|Expected term of options               |  |      | 5.6 yrs |   |      |  
|                                       |  |      |         |   |      |  
|Weighted-average fair value of options |  |      |         |   |      |  
|granted during the period              |  | $    | 2.99    |   |      | $







The following table summarizes our reported
share-based compensation expense, which is included in general and administrative expenses in our consolidated statements of income
as of December 31 (in thousands):





|                                                   |  | 2014 |     |   | 2013 |  
|-------------------------------------------------- |  | ---- | --- | - | ---- | -
|Share-based compensation                           |  | $    | 115 |   |      | $
|Estimated tax benefit                              |  |      | (41 | ) |      |  
|Total share-based compensation, net of tax benefit |  | $    | 74  |   |      | $
|                                                   |  |      |     |   |      |  





Note 17. Other Income and Expense



Other income and expense consists of the
following for the years ended December 31 (in thousands):





|                                             |  | 2014 |      |   | 2013 |  
|-------------------------------------------- |  | ---- | ---- | - | ---- | -
|Interest income                              |  | $    | 138  |   |      | $
|Interest expense                             |  |      | (127 | ) |      |  
|Gain (loss) on foreign currency transactions |  |      | 214  |   |      |  
|Other income, net                            |  |      | 2    |   |      |  
|Total other income and (expense)             |  | $    | 227  |   |      | $
|                                             |  |      |      |   |      |  







46









Note 18. Income Taxes



The following table provides an analysis
of our provision for income taxes for the years ended December 31 (in thousands):





|                     |  | 2014 |      |   | 2013 |  
|-------------------- |  | ---- | ---- | - | ---- | -
|Current:             |  |      |      |   |      |  
|US Federal           |  | $    | -    |   |      | $
|US State             |  |      | 23   |   |      |  
|Foreign              |  |      | 390  |   |      |  
|Total Current        |  |      | 413  |   |      |  
|                     |  |      |      |   |      |  
|Deferred:            |  |      |      |   |      |  
|US Federal           |  |      | (631 | ) |      |  
|US State             |  |      | (37  | ) |      |  
|Foreign              |  |      | (6   | ) |      |  
|Total Deferred       |  |      | (674 | ) |      |  
|Income tax provision |  | $    | (261 | ) |      | $
|                     |  |      |      |   |      |  



Income before income taxes consisted of
the following for the years ended December 31 (in thousands):





|                           |  | 2014 |        |   | 2013 |  
|-------------------------- |  | ---- | ------ | - | ---- | -
|Foreign                    |  | $    | 3,981  |   |      | $
|United States              |  |      | (1,566 | ) |      |  
|Income before income taxes |  | $    | 2,415  |   |      | $







A reconciliation of our income tax expense
as compared to the tax expense calculated by applying the statutory federal tax rate to income before income taxes for the years
ended December 31 is as follows:





|                                                  |  | 2014 |       |    | 2013 | 
|------------------------------------------------- |  | ---- | ----- | -- | ---- | 
|Computed expected income tax expense              |  |      | 34.0  | %  |      | 
|                                                  |  |      |       |    |      | 
|State income taxes, net of federal benefits       |  |      | (0.7  | %) |      | 
|Subpart F income adjustment                       |  |      | 8.6   | %  |      | 
|Foreign rate differential (excl. Research Credit) |  |      | (26.2 | %) |      | 
|Change in valuation allowance                     |  |      | (13.9 | %) |      | 
|French research and low wage credit               |  |      | (14.6 | %) |      | 
|True-ups                                          |  |      | 0.6   | %  |      | 
|Other, net                                        |  |      | 1.3   | %  |      | 
|Income tax expense                                |  |      | (10.8 | %) |      | 
|                                                  |  |      |       |    |      | 





47









The primary components of net deferred income
tax assets at December 31 are as follows (in thousands):





|                                       |  | 2014 |        |   | 2013 |  
|-------------------------------------- |  | ---- | ------ | - | ---- | -
|Deferred tax assets:                   |  |      |        |   |      |  
|Tax credits                            |  | $    | 4,392  |   |      | $
|Fixed assets                           |  |      | 893    |   |      |  
|Stock compensation                     |  |      | 605    |   |      |  
|French deferred assets                 |  |      | 345    |   |      |  
|Bad debt reserves and inventory        |  |      | 463    |   |      |  
|Intangibles                            |  |      | -      |   |      |  
|Operating loss carry forwards          |  |      | 36     |   |      |  
|Other                                  |  |      | 102    |   |      |  
|Total gross deferred tax assets        |  |      | 6,836  |   |      |  
|Less:  valuation allowance             |  |      | (2,024 | ) |      |  
|Total net deferred tax assets          |  |      | 4,812  |   |      |  
|                                       |  |      |        |   |      |  
|Deferred tax liabilities:              |  |      |        |   |      |  
|Excess book basis in shares of GPI-SAS |  |      | 1,503  |   |      |  
|French deferred liabilities            |  |      | 456    |   |      |  
|Intangibles                            |  |      | 111    |   |      |  
|Total deferred tax liabilities         |  |      | 2,070  |   |      |  
|Deferred tax assets, net               |  | $    | 2,742  |   |      | $
|                                       |  |      |        |   |      |  





In 2012, we provided deferred taxes on the
excess book basis in the shares of GPI SAS, as the Company intended to distribute dividends from our French subsidiary. During
2013, GPIC received a $5.1 million dividend from GPI SAS. We believe that the foreign tax credits generated by the current and
future dividends will substantially offset the taxable income from these dividends and will result in a negligible benefit to the
effective tax rate.



For our investment in GPI Asia, deferred taxes have not been
provided on unrepatriated foreign earnings. These earnings are considered permanently reinvested, since it is management’s
intention to reinvest these foreign earnings in future operations. We project that we will have sufficient cash flow in the US
and will not need to repatriate the foreign earnings from GPI Asia to finance US operations. Based on this, deferred taxes have
not been provided on unrepatriated foreign earnings of GPI Asia in the amount of approximately $4.3 million.



As of December 31, 2014, we had a total of $4.4 million in foreign
tax credits, of which $1.5 million are associated with future dividends from GPI SAS. Foreign tax credits can be offset against
future taxable income, subject to certain limitations, for a period of ten years. Foreign tax credits of $0.1 million, $1.3 million,
$1.2 million, $0.2 million and $0.1 million will expire in 2015, 2016, 2017, 2023 and 2024, respectively. As of December 31, 2014,
we have a valuation allowance of $2.0 million related to foreign tax credit carryovers due to ongoing uncertainty of future foreign-source
and US-taxable income. We have $0.9 million of foreign tax credit carryovers which are more-likely-than-not to be utilized before
expiration.



As of December 31, 2014, we have state net
operating loss carryforwards of $0.5 million which will expire from 2015 through 2034. The utilization of these state net operating
loss carryforwards depends upon apportionment percentages and state laws, which can change from year to year.



We have analyzed filing positions in all
of the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years
in these jurisdictions. We believe that our income tax filing positions and deductions will be sustained upon audit and we do not
anticipate any adjustments that will result in a material change to our financial position. Our policy for recording interest and
penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax expense.



We are subject to taxation in the U.S.
and various states and foreign jurisdictions. With few exceptions, the tax years 2011 through 2014 remain open to examination
under the statute of limitations by the U.S. Internal Revenue Service and various states for GPIC and GPI USA, by the French Tax
Administration for GPI SAS, and the Government of the Macau Special Administrative Region - Financial Services Bureau for GPI
Asia.





48







Note 19. Earnings per Share (EPS)



The weighted-average number of common shares
outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands):







|                                                               |  | 2014 |       |  | 2013 | 
|-------------------------------------------------------------- |  | ---- | ----- |  | ---- | 
|Weighted-average number of common shares outstanding - basic   |  |      | 7,916 |  |      | 
|Potential dilution from equity grants                          |  |      | 99    |  |      | 
|Weighted-average number of common shares outstanding - diluted |  |      | 8,015 |  |      | 
|                                                               |  |      |       |  |      | 





We have certain outstanding stock options
to purchase common stock which have exercise prices greater than the average market price. These anti-dilutive options have been
excluded from the computation of diluted net income per share. Outstanding anti-dilutive options for the years ended December 31,
2014 and 2013 totaled to 50 and 39, respectively.



Note 20. Related-party Transactions



We lease three manufacturing facilities totaling approximately 90,000 square feet located in San Luis
Rio Colorado, Mexico from an entity controlled by the family of the General Manager of GPI Mexicana. The lease runs through December
2018 at the monthly rental amount of $0.35 per square foot, or approximately $31,500.





49









Item 9.  Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure



None.



Item 9A.  Controls
and Procedures



Effectiveness of Disclosure Controls and Procedures



Our management, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), has conducted an evaluation of the effectiveness of our disclosure controls and
procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (Exchange Act), as
of December 31, 2014. Based upon this evaluation, our CEO and CFO have concluded that, as of December 31, 2014, the end
of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective to provide
reasonable assurance that information we are required to disclose in reports under the Exchange Act is (a) recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules and forms, and (b) accumulated and communicated
to our management, including the CEO and CFO, to allow timely decisions regarding required disclosure.



Inherent Limitations on Effectiveness of Controls



There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the unintended or intended circumvention
or overriding of the controls and procedures. The design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks
that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures
may deteriorate. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving
their control objectives.



Changes in Internal Control over Financial Reporting:



Management has determined that there was
no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
during the quarter ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.



Management’s Annual Report on Internal Control over
Financial Reporting:



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:



| | (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of its
management and directors; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on the financial statements.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under the supervision of our CEO and CFO,
our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 based on
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (1992). Based on this assessment, management concluded that, as of December 31, 2014, our internal control over
financial reporting is effective. Management reviewed this assessment with the Audit Committee of our Board of Directors.





50







Item 9B.  Other
Information



None.



PART III



Item 10.  Directors,
Executive Officers, and Corporate Governance



The sections labeled “Nominees for
Election of Directors,” “Board of Directors and Committees of the Board,” “Section 16(a) Beneficial Ownership
Reporting Compliance,” and “Executive Officers” of our definitive Proxy Statement for our 2015 Annual Meeting
of Stockholders (to be filed within 120 days after our fiscal year end of December 31, 2014) are incorporated herein
by reference.



Item 11.  Executive
Compensation



The section labeled “Executive Compensation”
and the sub-sections labeled “Director Compensation Table” and “Non-Employee Director Compensation” of
our definitive Proxy Statement for our 2015 Annual Meeting of Stockholders (to be filed within 120 days after our fiscal year
end of December 31, 2014) are incorporated herein by reference.



Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The sub-sections labeled “Security
Ownership of Management and Other Beneficial Owners” and “Equity Compensation Plan Information” of our definitive
Proxy Statement for our 2015 Annual Meeting of Stockholders (to be filed within 120 days after our fiscal year end of December 31,
2014) are incorporated herein by reference.



Item 13.  Certain
Relationships and Related Transactions and Director Independence



We have no related-party transactions as
defined by Item 404 of Regulation S-K.



The sub-section labeled “Board of
Directors and Committees of the Board” of our definitive Proxy Statement for our 2015 Annual Meeting of Stockholders (to
be filed within 120 days after our fiscal year end of December 31, 2014) is incorporated herein by reference.



Item 14.  Principal
Accountant Fees and Services



The sub-sections labeled “Fees Paid
to Independent Public Accounting Firm” and “Pre-Approval Policies and Procedures” of our definitive Proxy Statement
for our 2015 Annual Meeting of Stockholders (to be filed within 120 days after our fiscal year end of December 31, 2014)
are incorporated herein by reference.



51





PART IV



Item 15.  Exhibits,
Financial Statement Schedules



| | (a)(1) | Financial Statements
| | ------ | --------------------



Included in Part II of this report:



Consolidated Balance Sheets
at December 31, 2014 and 2013



Consolidated Statements of Income
for the Years Ended December 31, 2014 and 2013



Consolidated Statements of Comprehensive
 Income for the Years Ended December 31, 2014 and 2013



Consolidated Statements of Stockholders’
Equity for the years ended December 31, 2014 and 2013



Consolidated Statements of Cash
Flows for the Years Ended December 31, 2014 and 2013



Notes to Consolidated Financial
Statements



| | (a)(2) | Financial Statement Schedules
| | ------ | -----------------------------



All required schedules are omitted because of the absence
of conditions under which they are required or because the required information is given in the consolidated financial statements
or notes thereto.





52











|(a)(3) and (c) |  | Exhibits                                                                                                                                                                                                                                                                                     
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                              
|2.01***        |  | Agreement and Plan of Exchange and Stock Purchase Agreement, dated April 11, 2002, by and between Paul-Son Gaming Corporation and Etablissements Bourgogne et Grasset S.A., as amended by the First Amendment thereto, dated May 13, 2002 (1)                                                
|2.02***        |  | Stock Purchase Agreement, dated April 11, 2002, by and among Eric P. Endy, The Paul S. Endy, Jr. Living Trust, the other Endy family trusts listed on the signature pages thereto, and the stockholders of Etablissements Bourgogne et Grasset S.A. listed on the signature pages thereto (1)
|2.03***        |  | Asset Purchase Agreement, dated July 1, 2014, by and among the Registrant, GemGroup Inc., Gemaco Inc., GemAsia LLC, GemTech LLC, the Shareholders of GemGroup Inc., and Danny R. Carpenter, as Agent (2)                                                                                     
|3.01           |  | Certificate of Amendment and Restatement of Articles of Incorporation of Paul-Son Gaming Corporation (1)                                                                                                                                                                                     
|3.02           |  | Certificate of Amendment to Articles of Incorporation of the Registrant, filed June 25, 2004 (3)                                                                                                                                                                                             
|3.03           |  | Amended and Restated Bylaws of the Registrant, adopted by the Board of Directors of the Registrant on December 27, 2007 (4)                                                                                                                                                                  
|4.01           |  | Specimen Certificate for the Common Stock of the Registrant (3)                                                                                                                                                                                                                              
|10.01*         |  | Amendment to 1994 Directors’ Stock Option Plan (5)                                                                                                                                                                                                                                           
|10.02*         |  | Employment Agreement, dated October 28, 2008, by and between Gregory Gronau and the Registrant (6)                                                                                                                                                                                           
|10.03          |  | Lease Agreement, dated December 16, 2008, by and between Copropiedad Arte Y Diseno, as lessor, and GPI Mexicana, S.A. de C.V., as lessee (7)                                                                                                                                                 
|10.04*         |  | Stock Option Agreement, dated May 6, 2009, by and between Gregory S. Gronau and the Registrant (8)                                                                                                                                                                                           
|10.05*         |  | Compensation arrangement of Michael D. Mann (9)                                                                                                                                                                                                                                              
|10.06          |  | Binding Letter of Intent, dated March 13, 2014, by and between the Registrant and GemGroup, Inc. (10)                                                                                                                                                                                        
|10.07          |  | Revision to Binding Letter of Intent, dated March 13, 2014, by and between the Registrant and GemGroup, Inc., dated May 20, 2014 (11)                                                                                                                                                        
|10.08          |  | Demand Line of Credit Agreement, dated June 26, 2014, by and between Gaming Partners International USA, Inc. and HSBC Bank USA, National Association (2)                                                                                                                                     
|10.09          |  | Demand Note, dated June 26, 2014, by Gaming Partners International USA, Inc. payable to the order of HSBC Bank USA, National Association (2)                                                                                                                                                 
|10.10          |  | Security Agreement, dated June 26, 2014, by and between Gaming Partners International USA, Inc. and HSBC Bank USA, National Association (2)                                                                                                                                                  
|10.11          |  | Unlimited Guaranty, dated June 26, by the Registrant for the benefit of HSBC Bank USA, National Association (2)                                                                                                                                                                              
|21.01          |  | List of subsidiaries of the Registrant (12)                                                                                                                                                                                                                                                  
|23.01**        |  | Consent of Moss Adams LLP, independent registered public accounting firm                                                                                                                                                                                                                     
|31.10**        |  | Certification of Chief Executive Officer                                                                                                                                                                                                                                                     
|31.20**        |  | Certification of Chief Financial Officer                                                                                                                                                                                                                                                     
|32.00**        |  | Certification of Chief Executive Officer and Chief Financial Officer                                                                                                                                                                                                                         
|99.01          |  | Government Gaming Regulation (13)                                                                                                                                                                                                                                                            
|101.INS****    |  | XBRL Instance                                                                                                                                                                                                                                                                                
|101.SCH****    |  | XBRL Taxonomy Extension Schema                                                                                                                                                                                                                                                               
|101.CAL****    |  | XBRL Taxonomy Extension Calculation                                                                                                                                                                                                                                                          
|101.DEF****    |  | XBRL Taxonomy Extension Definition                                                                                                                                                                                                                                                           
|101.LAB****    |  | XBRL Taxonomy Extension Labels                                                                                                                                                                                                                                                               
|101.PRE****    |  | XBRL Taxonomy Extension Presentation                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                              







| | (1) | Incorporated
by reference to the Registrant’s definitive Proxy Statement, as filed with the SEC on August 9, 2002.
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated
by reference to the Registrant’s Current Report on Form 8-K, as filed with the SEC on July 7, 2014.
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (3) | Incorporated
by reference to the Registrant’s Annual Report on Form 10-K, as filed with the SEC on May 15, 2007.
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (4) | Incorporated
by reference to the Registrant’s Current Report on Form 8-K, as filed with the SEC on December 28, 2007.
| | --- | ---------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated
by reference to the Registrant’s definitive Proxy Statement, as filed with the SEC on April 9, 2008.
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated
by reference to the Registrant’s Current Report on Form 8-K, as filed with the SEC on October 28, 2008.
| | --- | --------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated
by reference to the Registrant’s Annual Report on Form 10-K, as filed with the SEC on March 30, 2009.
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (8) | Incorporated
by reference to the Registrant’s definitive Proxy Statement, as filed with the SEC on April 6, 2009.
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (9) | Incorporated
by reference to the Registrant’s Current Report on Form 8-K, as filed with the SEC on September 11, 2013.
| | --- | ----------------------------------------------------------------------------------------------------------------------

| | (10) | Incorporated
by reference to the Registrant’s Quarterly Report on Form 10-Q, as filed with the SEC on May 13, 2014.
| | ---- | -------------------------------------------------------------------------------------------------------------------

| | (11) | Incorporated
by reference to the Registrant’s Current Report on Form 8-K, as filed with the SEC on May 22, 2014.
| | ---- | ----------------------------------------------------------------------------------------------------------------

| | (12) | Incorporated
by reference to the Registrant’s Annual Report on Form 10-K, as filed with the SEC on March 29, 2011.
| | ---- | ------------------------------------------------------------------------------------------------------------------

| | (13) | Incorporated
by reference to the Registrant's Annual Report on Form 10-K, as filed with the SEC on March 31, 2014.
| | ---- | ------------------------------------------------------------------------------------------------------------------







---



| | * | Management contracts or compensatory plans or arrangements.
| | - | -----------------------------------------------------------

| | ** | Filed herewith.
| | -- | ---------------

| | ***  | The appendices to this exhibit have been omitted in reliance on Item 601(b)(2) of Regulation S-K and will be furnished supplementally
to the SEC upon request.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | **** | Previously filed.                                                                                                                                             









53









SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) 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 PARTNERSINTERNATIONAL CORPORATION
|-------------------- | ----------------------------------------
|Date: March 20, 2015 | By:                                     



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Date: March 20, 2015 | By: | /s/ Gregory S. Gronau
        Gregory S. GronauPresident, Chief Executive Officer, and Director(Principal Executive Officer)                                 
|-------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: March 20, 2015 | By: | /s/ Alain Thieffry
        Alain ThieffryChief Financial Officer, and Chairperson of the Board (Principal Financial Officer and Principal Accounting Officer)
|Date: March 20, 2015 | By: | /s/ Eric P. Endy
        Eric P. EndyDirector                                                                                                                
|Date: March 20, 2015 | By: | /s/ Martin A. Berkowitz
        Martin A. BerkowitzDirector                                                                                                  
|Date: March 20, 2015 | By: | /s/ Charles R. Henry
        Charles R. HenryDirector                                                                                                        
|Date: March 20, 2015 | By: | /s/ Robert J. Kelly
        Robert J. KellyDirector                                                                                                          
|Date: March 20, 2015 | By: | /s/ Jean-Francois Lendais
        Jean-Francois LendaisDirector                                                                                              









54