3. INVESTMENT IN JOINT VENTURE

12 Months Ended

Dec. 31, 2012

Investment In Joint Venture

NOTE 3: 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 the CFT joint venture 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 components of our Investment in joint venture are summarized below:

Investment in joint venture, December 31, 2010	$	3,146
Equity in net income of CFT for the year ended December 31, 2011		4,392
Cash distribution from CFT for the year ended December 31, 2011		(6,375	)
Investment in joint venture, December 31, 2011		1,163
Equity in net loss of CFT for the year ended December 31, 2012		(179	)
Investment in joint venture, December 31, 2012	$	984

Below is unaudited selected statement of operations data of CFT for the years ended December 31, 2012 and 2011:

	Year Ended
	December 31,
	2012			2011
Revenues	$	2,744		$	88,533
Gross profit	$	518		$	18,033
Net (loss) income	$	(895	)	$	22,578

Below are unaudited condensed consolidated balance sheets of CFT as of December 31, 2012 and December 31, 2011:

	December 31, 2012		December 31, 2011
Current assets	$	5,749	$	6,903
Property, plant and equipment, net		1,675		2,065
Other assets		–		2
Total assets	$	7,424	$	8,970
Current liabilities	$	2,500	$	3,155
Equity		4,924		5,815
Total liabilities and equity	$	7,424	$	8,970