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Note 2 - INVESTMENT IN BRITEWATER INTERNATIONAL, LLC
9 Months Ended
Sep. 30, 2011
Noncontrolling Interest Disclosure [Text Block]
(2)           INVESTMENT IN BRITEWATER INTERNATIONAL, LLC

We hold an interest in BWI, a company with a patented oilfield emulsion breaking “OHSOL” technology. This technology can be used to purify oilfield emulsions by breaking and separating the emulsions into oil, water and solids and to reduce the environmental impact for disposition of residual fuels and waste materials. As of September 30, 2011, we own 98.17% of BWI and have the ability to direct their operations. As a result, we consolidate the assets and liabilities of BWI and their results of operations in our consolidated condensed financial statements.

BWI Results of Operations – For the three and nine months ended September 30, 2011, we recognized losses of $242 thousand and $1 million, respectively, related to our investment in BWI in our consolidated condensed statement of operations, of which $7 thousand and $326 thousand, respectively, were related to noncontrolling interests.

BWI Contingency – In 2009, BWI recorded a contingent liability of $800 thousand which may be payable upon the conclusion of certain performance events related to BWI’s equipment. There were no changes to the BWI liability recorded during the nine months ended September 30, 2011.

BWI Put/Call Option Pursuant to the terms of our investment, HKN and the other BWI unit-holders granted to one another put and call options which are exercisable if certain conditions are satisfied prior to June 2012. These options became exercisable during June 2010. As of September 30, 2011, one BWI unit-holder’s put option remains exercisable until June 30, 2012 and if exercised would result in an additional issuance of 16,477 restricted shares of our common stock.

In June 2011, HKN and Quadrant Management Inc. (“Quadrant”) entered into a Securities Exchange Agreement pursuant to which HKN agreed to purchase all outstanding shares of BWI over several months. During June 2011, HKN purchased an additional 46.08% of the outstanding units of BWI in exchange for the issuance of 1,245,373 restricted shares of our common stock. Upon the purchase of the remaining 1.83% of BWI shares, the put option will expire and we will issue 40,850 shares of our restricted common stock.