NOTE 15 - SUPPLEMENTAL GUARANTOR INFORMATION

12 Months Ended

Dec. 31, 2012

Note 15 - Supplemental Guarantor Information

NOTE 15 - SUPPLEMENTAL GUARANTOR INFORMATION

In accordance with SEC Regulation S-X, Rule 3-10, Paragraph (d), the following tables present unaudited interim condensed 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, 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		–			11,977			–		–		–			11,977
Investment in subsidiaries		(2,635	)		342,796			9,217		–		(349,378	)		–
Investment in joint ventures		–			–			28,598		–		–			28,598
Deferred tax assets, net of current portion		–			–			52,790		–		–			52,790
Deposits and other		–			1,821			1,928		–		–			3,749
Total assets	$	(2,635	)	$	463,840		$	549,153	$	54,139	$	(349,378	)	$	715,119
LIABILITIES AND EQUITY DEFICIT
CURRENT LIABILITIES
Intercompany	$	–		$	(176,217	)	$	138,223	$	37,994	$	–		$	–
Accounts payable, accrued expenses and other		–			57,939			41,696		6,294		–			105,929
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	)		187,343		44,288		–			118,613
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			206,357		44,288		–			717,120
EQUITY DEFICIT
Total Radnet, Inc.'s equity (deficit)		(2,635	)		(2,635	)		342,796		9,217		(349,378	)		(2,635	)
Noncontrolling interests		–			–			–		634		–			634
Total equity (deficit)		(2,635	)		(2,635	)		342,796		9,851		(349,378	)		(2,001	)
Total liabilities and equity (deficit)	$	(2,635	)	$	463,840		$	549,153	$	54,139	$	(349,378	)	$	715,119

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

 December 31, 2011

(in thousands)

				Subsidiary			Guarantor		Non-Guarantor
	Parent			Issuer			Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	–		$	1,366		$	–	$	1,089	$	–		$	2,455
Accounts receivable, net		–			–			78,229		50,203		–			128,432
Asset held for sale		–			–			2,300		–		–			2,300
Prepaid expenses and other current assets		–			11,858			6,651		631		–			19,140
Total current assets		–			13,224			87,180		51,923		–			152,327
PROPERTY AND EQUIPMENT, NET		–			46,445			168,213		869		–			215,527
OTHER ASSETS
Goodwill		–			42,784			115,878		845		–			159,507
Other intangible assets		–			50			52,916		139		–			53,105
Deferred financing costs, net		–			13,490			–		–		–			13,490
Investment in subsidiaries		(70,756	)		249,763			9,974		–		(188,981	)		–
Investment in joint ventures		–			–			22,326		–		–			22,326
Deposits and other		–			1,279			1,627		–		–			2,906
Total assets	$	(70,756	)	$	367,035		$	458,114	$	53,776	$	(188,981	)	$	619,188
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Intercompany	$	–		$	(160,017	)	$	124,679	$	35,338	$	–		$	–
Accounts payable, accrued expenses and other		–			50,262			45,324		7,515		–			103,101
Due to affiliates		–			–			3,762		–		–			3,762
Deferred revenue		–			–			1,076		–		–			1,076
Current portion of notes payable		–			2,981			3,627		–		–			6,608
Current portion of deferred rent		–			502			497		–		–			999
Current portion of obligations under capital leases		–			2,996			3,838		–		–			6,834
Total current liabilities		–			(103,276	)		182,803		42,853		–			122,380
LONG-TERM LIABILITIES
Deferred rent, net of current portion		–			7,734			4,673		–		–			12,407
Deferred tax liabilities, net		–			–			277		–		–			277
Line of Credit		–			58,000			–		–		–			58,000
Notes payable, net of current portion		–			474,165			9,881		–		–			484,046
Obligations under capital leases, net of current portion		–			1,168			2,170		–		–			3,338
Other non-current liabilities		–			–			8,547		–		–			8,547
Total liabilities		–			437,791			208,351		42,853		–			688,995
EQUITY DEFICIT
Total Radnet, Inc.'s equity (deficit)		(70,756	)		(70,756	)		249,763		9,974		(188,981	)		(70,756	)
Noncontrolling interests		–			–			–		949		–			949
Total equity (deficit)		(70,756	)		(70,756	)		249,763		10,923		(188,981	)		(69,807	)
Total liabilities and equity (deficit)	$	(70,756	)	$	367,035		$	458,114	$	53,776	$	(188,981	)	$	619,188

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Year Ended  December 31, 2012

(in thousands)

			Subsidiary			Guarantor			Non-Guarantor
	Parent		Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–	$	146,976		$	467,853		$	58,228		$	–		$	673,057
Provision for bad debts		–		(5,452	)		(17,888	)		(2,564	)		–			(25,904	)
Net service fee revenue		–		141,524			449,965			55,664			–			647,153
OPERATING EXPENSES
Operating expenses		–		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 EXPENSES
Interest expense		–		31,392			22,391			–			–			53,783
Gain on de-consolidation of joint venture		–		–			(2,777	)		–			–			(2,777	)
Other (income) expenses		–		(3,873	)		194			–			–			(3,679	)
Total other expenses		–		27,519			19,808			–			–			47,327
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–		(28,542	)		26,517			(74	)		–			(2,099	)
Provision for income taxes		–		(21	)		59,936			(5	)		–			59,910
Equity in earnings of consolidated subsidiaries		64,517		93,080			151						(157,748	)		–
Equity in earnings of joint ventures		–		–			6,476			–			–			6,476
NET INCOME (LOSS)		64,517		64,517			93,080			(79	)		(157,748	)		64,287
Net loss attributable to noncontrolling interests		–		–			–			(230	)		–			(230	)
NET INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	64,517	$	64,517		$	93,080		$	151		$	(157,748	)	$	64,517

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 SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–	$	125,916		$	423,173		$	58,371		$	–		$	607,460
Provision for bad debts		–		(4,485	)		(15,443	)		(2,411	)		–			(22,339	)
Net service fee revenue		–		121,431			407,730			55,960			–			585,121
OPERATING EXPENSES
Operating expenses		–		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 EXPENSES
Interest expense		–		30,458			22,337			3			–			52,798
Loss on extinguishment of debt		–		–			–			–			–			–
Other (income) expenses		–		(5,165	)		90			–			–			(5,075	)
Total other expenses		–		25,293			22,427			3			–			47,723
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–		(24,133	)		25,681			1,390			–			2,938
Provision for income taxes		–		(46	)		(770	)		(4	)		–			(820	)
Equity in earnings of consolidated subsidiaries		7,231		31,410			1,275			–			(39,916	)		–
Equity in earnings of joint ventures		–		–			5,224			–			–			5,224
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 OPERATIONS

For The Year Ended  December 31, 2010

(in thousands)

				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
NET SERVICE FEE REVENUE
Service fee revenue, net of contractual allowances and discounts	$	–		$	119,659		$	363,918		$	57,075		$	–		$	540,652
Provision for bad debts		–			(5,243	)		(14,293	)		(2,459	)		–			(21,995	)
Net service fee revenue		–			114,416			349,625			54,616			–			518,657
OPERATING EXPENSES
Operating expenses		–			103,563			264,258			53,152			–			420,973
Depreciation and amortization		–			13,656			40,150			191			–			53,997
Loss on sale and disposal of equipment		–			141			995			–			–			1,136
Severance costs		–			490			321			27			–			838
Total operating expenses		–			117,850			305,724			53,370			–			476,944
(LOSS) INCOME FROM OPERATIONS		–			(3,434	)		43,901			1,246			–			41,713
OTHER EXPENSES
Interest expense		–			25,405			22,965			28			–			48,398
Loss on extinguishment of debt		–			9,871			–			–			–			9,871
Other income		–			362			143			–			–			505
Total other expenses		–			35,638			23,108			28			–			58,774
(LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF JOINT VENTURES		–			(39,072	)		20,793			1,218			–			(17,061	)
Provision for income taxes		–			(38	)		(532	)		(6	)		–			(576	)
Equity in (losses) earnings of consolidated subsidiaries		(12,852	)		26,258			1,045			–			(14,451	)		–
Equity in earnings of joint ventures		–			–			4,952			–			–			4,952
NET (LOSS) INCOME		(12,852	)		(12,852	)		26,258			1,212			(14,451	)		(12,685	)
Net income attributable to noncontrolling interests		–			–			–			167			–			167
NET (LOSS) INCOME ATTRIBUTABLE TO RADNET, INC. COMMON STOCKHOLDERS	$	(12,852	)	$	(12,852	)	$	26,258		$	1,045		$	(14,451	)	$	(12,852	)

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended  December 31, 2012

(in thousands)

				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	64,517		$	64,517		$	93,080		$	(79	)	$	(157,748	)	$	64,287
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		(64,517	)		(93,080	)		(151	)		–			157,748			–
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	)		(60,433	)		–			–			(60,975	)
Deferred revenue		–			–			197			–			–			197
Accounts payable, accrued expenses and other		–			(6,524	)		(9,589	)		10,245			–			(5,868	)
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

RADNET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Year Ended  December 31, 2010

(in thousands)

				Subsidiary			Guarantor			Non-Guarantor
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(12,852	)	$	(12,852	)	$	26,258		$	1,212		$	(14,451	)	$	(12,685	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		–			13,656			40,150			191			–			53,997
Provision for bad debt		–			5,243			14,293			2,459			–			21,995
Equity in earnings of consolidated subsidiaries		12,852			(26,258	)		(1,045	)		–			14,451			–
Distributions from consolidated subsidiaries		–			–			1,247			–			(1,247	)		–
Equity in earnings of joint ventures		–			–			(4,952	)		–			–			(4,952	)
Distributions from joint ventures		–			–			7,639			–			–			7,639
Deferred rent amortization		–			254			1,594			–			–			1,848
Amortization of deferred financing cost		–			2,797			–			–			–			2,797
Amortization of discount on notes		–			164			–			–			–			164
Loss on sale and disposal of equipment		–			141			995			–			–			1,136
Loss on extinguishment of debt		9,871			–			9,871
Amortization of cash flow hedge		–			917			–			–			–			917
Stock-based compensation		–			929			2,789			–			–			3,718
Changes in operating assets and liabilities, net of assets  acquired and liabilities assumed in purchase transactions:
Accounts receivable		–			–			(11,818	)		(13,004	)		–			(24,822	)
Other current assets		–			(2,552	)		(635	)		(39	)		–			(3,226	)
Other assets		–			876			(852	)		–			–			24
Deferred revenue		–			–			207			–			–			207
Accounts payable, accrued expenses and other		–			(27,504	)		24,615			11,145			–			8,256
Net cash (used in) provided by operating activities		–			(34,318	)		100,485			1,964			(1,247	)		66,884
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of imaging facilities		–			(1,401	)		(60,387	)		14			–			(61,774	)
Purchase of property and equipment		–			(12,024	)		(28,175	)		(94	)		–			(40,293	)
Proceeds from sale of equipment		–			121			564			–			–			685
Net cash used in investing activities		–			(13,304	)		(87,998	)		(80	)		–			(101,382	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes and leases payable		–			(8,903	)		(12,476	)		(84	)		–			(21,463	)
Repayment of debt upon extinguishment		–			(412,000	)		–			–			–			(412,000	)
Proceeds from borrowings upon refinancing		–			478,313			–			–			–			478,313
Deferred financing costs		–			(13,566	)		–			–			–			(13,566	)
Payments to counterparties of interest rate swaps,  net of amounts received		–			(6,382	)		–			–			–			(6,382	)
Distributions paid to noncontrolling interests		–			–			–			(1,378	)		1,247			(131	)
Proceeds from issuance of common stock		–			271			–			–			–			271
Net cash provided by (used in) financing activities		–			37,733			(12,476	)		(1,462	)		1,247			25,042
EFFECT OF EXCHANGE RATE CHANGES ON CASH					–			(11	)								(11	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		–			(9,889	)		–			422			–			(9,467	)
CASH AND CASH EQUIVALENTS, beginning of period		–			10,094			–			–			–			10,094
CASH AND CASH EQUIVALENTS,  end of period	$	–		$	205		$	–		$	422		$	–		$	627