5. INVESTMENT IN JOINT VENTURE

6 Months Ended

Jun. 30, 2012

NOTE 5: INVESTMENT IN JOINT VENTURE

 Effective December 31, 2010, we engaged in a transaction in which all of the operating assets and substantially all of the liabilities of Flotation were contributed, along with other contributions we made, to a joint venture entity named Cuming Flotation Technologies, LLC, in return for a 20 percent common unit ownership interest.

On October 7, 2011, CFT consummated a transaction pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), by and between CFT and a Houston-based company (“Buyer”)  pursuant to which Buyer purchased from CFT (i) all of the issued and outstanding shares of capital stock of Cuming Corporation (“Cuming”), the principal operating subsidiary of CFT, (ii) the shares of 230 Bodwell Corporation, a Massachusetts corporation and subsidiary of Cuming, and (iii) certain assets that, immediately prior to closing, were acquired by Cuming, for a purchase price of $60,000 (less certain debt and subject to purchase price adjustment for working capital and potential earn-out payments).  

We are entitled to 20 percent of future earn-out proceeds from the sale. The amount of earn-out earned by CFT for the period October 7, 2011 through December 31, 2012 will not be known until March 31, 2013. As a result, the results of CFT presented below do not include any accrual of potential earn-out proceeds.

The components of our Investment in joint venture are summarized below:

Investment in joint venture, December 31, 2011	$	1,163
Equity in net loss of joint venture for the six months ended June 30, 2012		(140	)
Investment in joint venture, June 30, 2012	$	1,023

Summary joint venture financial data is as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2012		2011		2012		2011
Revenues	$	1,257	$	25,995	$	2,601	$	57,523
Gross profit	$	526	$	6,829	$	661	$	14,029
Net loss	$	159	$	996	$	699	$	1,580