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14. SUPPLEMENTAL GUARANTOR INFORMATION

12 Months Ended

Dec. 31, 2013

In accordance with SEC Regulation S-X, Rule 3-10, Paragraph (d), the following tables present consolidating financial information for: (a) RadNet, Inc. (the “Parent”) on a stand-alone basis as a guarantor of the registered senior notes due 2018 ; (b) Radnet Management, Inc., the subsidiary borrower and issuer (the “Subsidiary Issuer”) of the registered senior notes due 2018; (c) on a combined basis, the guarantor subsidiaries (the “Guarantor Subsidiaries”) of the registered senior notes due 2018, which include all other 100% owned subsidiaries of the Subsidiary Issuer; (d) on a combined basis, the non-guarantor subsidiaries, which include joint venture partnerships of which the Subsidiary Issuer holds investments of 50% or greater, as well as BRMG, which we consolidate as a VIE. Separate financial statements of the Subsidiary Issuer or the Guarantor Subsidiaries are not presented because the guarantee by the Parent and each Guarantor Subsidiary is full and unconditional, joint and several.

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

December 31, 2013

(in thousands)

				Subsidiary			Guarantor		Non-Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–		$	–		$	8,412	$	–	$	–		$	8,412
Accounts receivable, net		–			–			56,696		76,903		–			133,599
Current portion of deferred taxes		–			–			13,321		–		–			13,321
Prepaid expenses, current portion of deferred financing costs and other current assets		–			13,982			6,336		694		–			21,012
Total current assets		–			13,982			84,765		77,597		–			176,344
PROPERTY AND EQUIPMENT, NET		–			54,271			157,981		6,295		–			218,547
OTHER ASSETS
Goodwill		–			49,444			142,211		4,740		–			196,395
Other intangible assets		–			130			49,831		81		–			50,042
Deferred financing costs, net of current portion		–			8,735			–		–		–			8,735
Investment in subsidiaries		(80	)		368,682			26,037		–		(394,639	)		–
Investment in joint ventures		–			1,053			27,896		–		–			28,949
Deferred tax assets, net of current portion		–			–			39,914		–		–			39,914
Deposits and other		–			1,486			2,085		79		–			3,650
Total assets	$	(80	)	$	497,783		$	530,720	$	88,792	$	(394,639	)	$	722,576
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES
Intercompany	$	–		$	(132,501	)	$	87,529	$	44,972	$	–		$	–
Accounts payable, accrued expenses and other		–			44,241			48,906		13,169		–			106,316
Due to affiliates		–			–			2,655		–		–			2,655
Deferred revenue		–			–			1,344		–		–			1,344
Current portion of notes payable		–			1,700			1,325		78		–			3,103
Current portion of deferred rent		–			1,097			759		40		–			1,896
Current portion of obligations under capital leases		–			435			1,876		764		–			3,075
Total current liabilities		–			(85,028	)		144,394		59,023		–			118,389
LONG-TERM LIABILITIES
Deferred rent, net of current portion		–			11,129			7,480		380		–			18,989
Line of Credit		–			–			–		–		–			–
Notes payable, net of current portion		–			571,516			91		1,062		–			572,669
Obligations under capital leases,
net of current portion		–			246			2,533		–		–			2,779
Other non-current liabilities		–			–			7,540		–		–			7,540
Total liabilities		–			497,863			162,038		60,465		–			720,366

STOCKHOLDERS' (DEFICIT) EQUITY
Total RadNet, Inc.'s stockholders' (deficit) equity		(80	)		(80	)		368,682		26,037		(394,639	)		(80	)
Noncontrolling interests		–			–			–		2,290		–			2,290
Total stockholders' (deficit) equity		(80	)		(80	)		368,682		28,327		(394,639	)		2,210
Total liabilities and stockholders' (deficit) equity	$	(80	)	$	497,783		$	530,720	$	88,792	$	(394,639	)	$	722,576

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

December 31, 2012

(in thousands)

				Subsidiary			Guarantor		Non-Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–		$	362		$	–	$	–	$	–		$	362
Accounts receivable, net		–			–			76,838		52,356		–			129,194
Current portion of deferred tax assets		–			–			7,607		–		–			7,607
Prepaid expenses and other current assets		–			9,735			8,308		694		–			18,737
Total current assets		–			10,097			92,753		53,050		–			155,900
PROPERTY AND EQUIPMENT, NET		–			48,025			168,401		134		–			216,560
OTHER ASSETS
Goodwill		–			48,954			144,072		845		–			193,871
Other intangible assets		–			170			51,394		110		–			51,674
Deferred financing costs, net of current portion		–			11,977			–		–		–			11,977
Investment in subsidiaries		(7,318	)		338,113			9,217		–		(340,012	)		–
Investment in joint ventures		–			–			28,598		–		–			28,598
Deferred tax assets, net of current portion		–			–			48,535		–		–			48,535
Deposits and other		–			1,821			1,928		–		–			3,749
Total assets	$	(7,318	)	$	459,157		$	544,898	$	54,139	$	(340,012	)	$	710,864
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES
Intercompany	$	–		$	(176,217	)	$	138,223	$	37,994	$	–		$	–
Accounts payable, accrued expenses and other		–			57,939			42,124		6,294		–			106,357
Due to affiliates		–			–			1,602		–		–			1,602
Deferred revenue		–			–			1,273		–		–			1,273
Current portion of notes payable		–			3,500			1,203		–		–			4,703
Current portion of deferred rent		–			574			590		–		–			1,164
Current portion of obligations under capital leases		–			1,186			2,756		–		–			3,942
Total current liabilities		–			(113,018	)		187,771		44,288		–			119,041
LONG-TERM LIABILITIES
Deferred rent, net of current portion		–			9,579			6,271		–		–			15,850
Line of credit		–			33,000			–		–		–			33,000
Notes payable, net of current portion		–			536,248			761		–		–			537,009
Obligations under capital leases, net of current portion		–			666			3,087		–		–			3,753
Other non-current liabilities		–			–			8,895		–		–			8,895
Total liabilities		–			466,475			206,785		44,288		–			717,548

STOCKHOLDERS' EQUITY (DEFICIT)
Total RadNet, Inc.'s stockholders' (deficit) equity		(7,318	)		(7,318	)		338,113		9,217		(340,012	)		(7,318	)
Noncontrolling interests		–			–			–		634		–			634
Total stockholders' (deficit) equity		(7,318	)		(7,318	)		338,113		9,851		(340,012	)		(6,684	)
Total liabilities and stockholders' (deficit) equity	$	(7,318	)	$	459,157		$	544,898	$	54,139	$	(340,012	)	$	710,864

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Year Ended December 31, 2013

(in thousands)

			Subsidiary			Guarantor			Non-Guarantor
	Parent		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–	$	114,697		$	455,508		$	95,102		$	–		$	665,307
Provision for bad debts		–		(5,557	)		(16,873	)		(5,481	)		–			(27,911	)
Net service fee revenue		–		109,140			438,635			89,621			–			637,396
Revenue under capitation arrangements				37,334			16,854			11,402						65,590
Total net revenue		–		146,474			455,489			101,023			–			702,986

OPERATING EXPENSES
Cost of operations, excluding depreciation and amortization		–		136,156			367,108			95,391			–			598,655
Depreciation and amortization		–		12,831			44,543			1,516			–			58,890
(Gain) loss on sale and disposal of equipment		–		(315	)		1,410			(63	)		–			1,032
Severance costs		–		113			691			2			–			806
Total operating expenses		–		148,785			413,752			96,846			–			659,383

(LOSS) INCOME FROM OPERATIONS		–		(2,311	)		41,737			4,177			–			43,603

OTHER INCOME AND EXPENSES
Interest expense		–		10,853			34,730			208			–			45,791
Equity in earnings of joint ventures		–		–			(6,194	)		–			–			(6,194	)
Gain on sale of imaging centers		–		–			(2,108	)		–			–			(2,108	)
Other expenses		–		135			93			–			–			228
Total other expenses		–		10,988			26,521			208			–			37,717

(LOSS) INCOME BEFORE INCOME TAXES		–		(13,299	)		15,216			3,969			–			5,886
Provision for income taxes		–		(19	)		(3,485	)		(6	)		–			(3,510	)
Equity in earnings of consolidated subsidiaries		2,120		15,438			3,707			–			(21,265	)		–
NET INCOME		2,120		2,120			15,438			3,963			(21,265	)		2,376
Net income attributable to noncontrolling interests		–		–			–			256			–			256
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	2,120	$	2,120		$	15,438		$	3,707		$	(21,265	)	$	2,120

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Year Ended December 31, 2012

(in thousands)

(Restated)

			Subsidiary			Guarantor			Non-Guarantor
	Parent		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–	$	115,583		$	453,534		$	48,865		$	–		$	617,982
Provision for bad debts		–		(5,452	)		(17,888	)		(2,564	)		–			(25,904	)
Net service fee revenue		–		110,131			435,646			46,301			–			592,078
Revenue under capitation arrangements				31,393			14,319			9,363						55,075
Total net revenue		–		141,524			449,965			55,664			–			647,153

OPERATING EXPENSES
Cost of operations, excluding depreciation and amortization		–		129,188			358,273			55,532			–			542,993
Depreciation and amortization		–		12,690			44,870			180			–			57,740
Loss (gain) on sale and disposal of equipment		–		600			(144	)		–			–			456
Severance costs		–		69			641			26			–			736
Total operating expenses		–		142,547			403,640			55,738			–			601,925

(LOSS) INCOME FROM OPERATIONS		–		(1,023	)		46,325			(74	)		–			45,228

OTHER INCOME AND EXPENSES
Interest expense		–		31,392			22,391			–			–			53,783
Equity in earnings of joint ventures		–		–			(6,476	)		–			–			(6,476	)
Gain on de-consolidation of joint venture		–		–			(2,777	)		–			–			(2,777	)
Other (income) expenses		–		(3,873	)		194			–			–			(3,679	)
Total other expenses		–		27,519			13,332			–			–			40,851

(LOSS) INCOME BEFORE INCOME TAXES		–		(28,542	)		32,993			(74	)		–			4,377
(Provision for) benefit from income taxes		–		(21	)		55,253			(5	)		–			55,227
Equity in earnings of consolidated subsidiaries		59,834		88,397			151			–			(148,382	)		–
NET INCOME (LOSS)		59,834		59,834			88,397			(79	)		(148,382	)		59,604
Net loss attributable to noncontrolling interests		–		–			–			(230	)		–			(230	)
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	59,834	$	59,834		$	88,397		$	151		$	(148,382	)	$	59,834

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Year Ended December 31, 2011

(in thousands)

			Subsidiary			Guarantor			Non-Guarantor
	Parent		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–	$	96,002		$	409,528		$	49,449		$	–		$	554,979
Provision for bad debts		–		(4,485	)		(15,443	)		(2,411	)		–			(22,339	)
Net service fee revenue		–		91,517			394,085			47,038			–			532,640
Revenue under capitation arrangements				29,914			13,645			8,922						52,481
Total net revenue		–		121,431			407,730			55,960			–			585,121

OPERATING EXPENSES
Cost of operations, excluding depreciation and amortization		–		108,530			314,958			54,340			–			477,828
Depreciation and amortization		–		13,986			43,268			227			–			57,481
(Gain) loss on sale and disposal of equipment		–		(2,512	)		272			–			–			(2,240	)
Severance costs		–		267			1,124			–			–			1,391
Total operating expenses		–		120,271			359,622			54,567			–			534,460

INCOME FROM OPERATIONS		–		1,160			48,108			1,393			–			50,661

OTHER INCOME AND EXPENSES
Interest expense		–		30,458			22,337			3			–			52,798
Equity in earnings of joint ventures		–		–			(5,224	)		–			–			(5,224	)
Other (income) expenses		–		(5,165	)		90			–			–			(5,075	)
Total other expenses		–		25,293			17,203			3			–			42,499

(LOSS) INCOME BEFORE INCOME TAXES AND		–		(24,133	)		30,905			1,390			–			8,162
(Provision for) benefit from income taxes		–		(46	)		(770	)		(4	)		–			(820	)
Equity in earnings of consolidated subsidiaries		7,231		31,410			1,275			–			(39,916	)		–
NET INCOME		7,231		7,231			31,410			1,386			(39,916	)		7,342
Net income attributable to noncontrolling interests		–		–			–			111			–			111
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	7,231	$	7,231		$	31,410		$	1,275		$	(39,916	)	$	7,231

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended December 31, 2013

(in thousands)

					Subsidiary			Guarantor			Non-Guarantor
		Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,120		$	2,120		$	15,438		$	3,963		$	(21,265	)	$	2,376
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		–			12,831			44,543			1,516			–			58,890
Provision for bad debt		–			5,557			16,873			5,481			–			27,911
Equity in earnings of consolidated subsidiaries		(2,120	)		(15,438	)		(3,707	)		–			21,265			–
Distributions from consolidated subsidiaries		–			–			340			–			(340	)		–
Equity in earnings of joint ventures		–			–			(6,194	)		–			–			(6,194	)
Distributions from joint ventures		–			–			7,204			–			–			7,204
Deferred rent amortization		–			2,074			1,592			205			–			3,871
Amortization of deferred financing cost		–			1,676			610			–			–			2,286
Amortization of bond and term loan discounts		–			1,651			628			–			–			2,279
(Gain) loss on sale and disposal of equipment		–			(315	)		1,347			–			–			1,032
Gain on sale of imaging centers		–			–			(2,108	)		–			–			(2,108	)
Amortization of cash flow hedge		–			–			–			–			–			–
Stock-based compensation		–			643			1,931			–			–			2,574
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(4,269	)		(27,262	)		–			(31,531	)
Other current assets		–			(2,957	)		516			198			–			(2,243	)
Other assets		–			335			(55	)		(20	)		–			260
Deferred taxes		–			–			2,907			–			–			2,907
Deferred revenue		–			–			71			–			–			71
Accounts payable, accrued expenses and other		–			13,074			(35,835	)		19,598			–			(3,163	)
Net cash provided by (used in) operating activities		–			21,251			41,832			3,679			(340	)		66,422
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(655	)		(6,568	)		–			–			(7,223	)
Purchase of property and equipment		–			(17,619	)		(29,768	)		(1,236	)		–			(48,623	)
Proceeds from sale of equipment		–			249			386			–			–			635
Proceeds from sale of imaging facilities		–			–			3,920			–			–			3,920
Proceeds from sale of joint venture interests		–			–			2,640			–			–			2,640
Purchase of equity interest in joint ventures		–			–			(2,009	)		–			–			(2,009	)
Net cash used in investing activities		–			(18,025	)		(31,399	)		(1,236	)		–			(50,660	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(4,608	)		(3,071	)		(2,085	)		–			(9,764	)
Proceeds from borrowings upon refinancing		–			35,122			–			–			–			35,122
Deferred financing costs		–			(432	)		–			–			–			(432	)
Proceeds from, net of payments, on line of credit		–			(33,000	)		–			–			–			(33,000	)
Distributions paid to noncontrolling interests		–			–			–			(358	)		340			(18	)
Proceeds from issuance of common stock upon exercise of options/warrants		–			469			–			–			–			469
Net cash (used in) provided by financing activities		–			(2,449	)		(3,071	)		(2,443	)		340			(7,623	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH								(89	)		–						(89	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		–			777			7,273			–			–			8,050
CASH AND CASH EQUIVALENTS, beginning of period		–			362			–			–			–			362
CASH AND CASH EQUIVALENTS, end of period	$	–		$	1,139		$	7,273		$	–		$	–		$	8,412

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended December 31, 2012

(in thousands)

	Parent			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	59,834		$	59,834		$	88,397		$	(79	)	$	(148,382	)	$	59,604
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		–			12,690			44,870			180			–			57,740
Provision for bad debt		–			5,452			17,888			2,564			–			25,904
Equity in earnings of consolidated subsidiaries		(59,834	)		(88,397	)		(151	)		–			148,382			–
Distributions from consolidated subsidiaries		–			–			906			–			(906	)		–
Equity in earnings of joint ventures		–			–			(6,476	)		–			–			(6,476	)
Distributions from joint ventures		–			–			6,477			–			–			6,477
Deferred rent amortization		–			1,917			1,691			–			–			3,608
Amortization of deferred financing cost		–			2,474			–			–			–			2,474
Amortization of discount on notes		–			1,163			–			–			–			1,163
Loss (gain) on sale and disposal of equipment		–			600			(144	)		–			–			456
Gain on bargain purchase		–			–			(810	)		–			–			(810	)
Gain on de-consolidation of joint venture		–			–			(2,777	)		–			–			(2,777	)
Amortization of cash flow hedge		–			918			–			–			–			918
Stock-based compensation		–			684			2,052			–			–			2,736
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(4,051	)		(13,299	)		–			(17,350	)
Other current assets		–			2,203			1,085			277			–			3,565
Other assets		–			(542	)		(36	)		–			–			(578	)
Deferred taxes		–			–			(56,142	)		–			–			(56,142	)
Deferred revenue		–			–			197			–			–			197
Accounts payable, accrued expenses and other		–			(6,524	)		(9,161	)		10,245			–			(5,440	)
Net cash (used in) provided by operating activities		–			(7,528	)		83,815			(112	)		(906	)		75,269
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(10,494	)		(34,999	)		–			–			(45,493	)
Purchase of property and equipment		–			(9,173	)		(35,275	)		–			–			(44,448	)
Proceeds from sale of equipment		–			218			1,331			–			–			1,549
Proceeds from sale of imaging facilities		–			–			2,300			–			–			2,300
Proceeds from sale of joint venture interests		–			–			1,800			–			–			1,800
Purchase of equity interest in joint ventures		–			–			(2,756	)		–			–			(2,756	)
Net cash used in investing activities		–			(19,449	)		(67,599	)		–			–			(87,048	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(6,061	)		(16,162	)		–			–			(22,223	)
Repayment of debt upon extinguishment		–			(277,875	)		–			–			–			(277,875	)
Proceeds from borrowings upon refinancing		–			344,485			–			–			–			344,485
Deferred financing costs		–			(3,753	)		–			–			–			(3,753	)
Proceeds from, net of payments, on line of credit		–			(25,000	)		–			–			–			(25,000	)
Payments to counterparties of interest rate swaps, net of amounts received		–			(5,823	)		–			–			–			(5,823	)
Purchase of non-controlling interests		–			–			(117	)		–			–			(117	)
Distributions paid to noncontrolling interests		–			–			–			(977	)		906			(71	)
Net provided by (cash used) in financing activities		–			25,973			(16,279	)		(977	)		906			9,623
EFFECT OF EXCHANGE RATE CHANGES ON CASH					–			63						–			63
NET DECREASE IN CASH AND CASH EQUIVALENTS		–			(1,004	)		–			(1,089	)		–			(2,093	)
CASH AND CASH EQUIVALENTS, beginning of period		–			1,366			–			1,089			–			2,455
CASH AND CASH EQUIVALENTS, end of period	$	–		$	362		$	–		$	–		$	–		$	362

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended December 31, 2011

(in thousands)

				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,231		$	7,231		$	31,410		$	1,386		$	(39,916	)	$	7,342
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		–			13,986			43,268			227			–			57,481
Provision for bad debt		–			4,485			15,443			2,411			–			22,339
Equity in earnings of consolidated subsidiaries		(7,231	)		(31,410	)		(1,275	)		–			39,916			–
Distributions from consolidated subsidiaries		–			–			1,597			–			(1,597	)		–
Equity in earnings of joint ventures		–			–			(5,224	)		–			–			(5,224	)
Distributions from joint ventures		–			–			4,993			–			–			4,993
Deferred rent amortization		–			1,811			471			–			–			2,282
Amortization of deferred financing cost		–			2,940			–			–			–			2,940
Amortization of discount on notes		–			244			–			–			–			244
(Gain) loss on sale and disposal of equipment		–			(2,512	)		272			–			–			(2,240	)
Amortization of cash flow hedge		–			1,225			–			–			–			1,225
Stock-based compensation		–			778			2,332			–			–			3,110
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(27,886	)		(17,128	)		–			(45,014	)
Other current assets		–			(3,366	)		(183	)		(386	)		–			(3,935	)
Other assets		–			41			2			–			–			43
Deferred revenue		–			–			(492	)		–			–			(492	)
Accounts payable, accrued expenses and other		–			(27,252	)		23,275			16,519			–			12,542
Net cash (used in) provided by operating activities		–			(31,799	)		88,003			3,029			(1,597	)		57,636
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(1,999	)		(40,991	)		–			–			(42,990	)
Proceeds from insurance claims on damaged equipment		–			2,422			318						–			2,740
Purchase of property and equipment		–			(11,125	)		(30,984	)		(611	)		–			(42,720	)
Proceeds from sale of equipment		–			–			325			–			–			325
Purchase of equity interest in joint ventures		–			–			(5,094	)		–			–			(5,094	)
Net cash used in investing activities		–			(10,702	)		(76,426	)		(611	)		–			(87,739	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(7,181	)		(11,575	)		–			–			(18,756	)
Deferred financing costs		–			(944	)		–			–			–			(944	)
Proceeds from, net of payments, on line of credit		–			58,000			–			–			–			58,000
Payments to counterparties of interest rate swaps, net of payments received		–			(6,455	)		–			–			–			(6,455	)
Distributions paid to noncontrolling interests		–			–			–			(1,751	)		1,597			(154	)
Proceeds from issuance of common stock		–			242			–			–			–			242
Net cash provided by (used in) financing activities		–			43,662			(11,575	)		(1,751	)		1,597			31,933
EFFECT OF EXCHANGE RATE CHANGES ON CASH								(2	)		–						(2	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		–			1,161			–			667			–			1,828
CASH AND CASH EQUIVALENTS, beginning of period		–			205			–			422			–			627
CASH AND CASH EQUIVALENTS, end of period	$	–		$	1,366		$	–		$	1,089		$	–		$	2,455