x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2013
|
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _______________ to _______________ |
(Exact Name of Registrant as Specified in Its Charter) | ||
Nevada | 95-4659068 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
405 State Highway 121, Suite B-240, Lewisville, TX 75067 | (972) 943-6050 | |
(Address of Principal Executive Offices) | (Issuer’s Telephone Number) | |
N/A | ||
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
INDEX
|
||||
Page
|
||||
PART I - FINANCIAL INFORMATION
|
||||
Item. 1
|
Financial Statements
|
|||
3
|
||||
4
|
||||
5
|
||||
6
|
||||
7
|
||||
22
|
||||
31
|
||||
31
|
||||
PART II - OTHER INFORMATION
|
||||
32
|
||||
32
|
||||
32
|
||||
32
|
||||
32
|
||||
32
|
||||
33
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012
|
(Unaudited)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
|||||||||||||
Revenues, net
|
$ | 560,587 | $ | 442,266 | $ | 921,417 | $ | 829,621 | ||||||||
Operating expenses:
|
||||||||||||||||
Network operations
|
558,734 | 665,021 | 1,293,087 | 1,477,445 | ||||||||||||
General and administration
|
707,293 | 1,054,518 | 1,601,881 | 2,374,987 | ||||||||||||
Sales and marketing
|
287,856 | 519,364 | 562,997 | 980,512 | ||||||||||||
Research and development
|
222,600 | 241,905 | 463,316 | 459,282 | ||||||||||||
Depreciation and amortization
|
395,904 | 538,491 | 771,988 | 1,090,268 | ||||||||||||
Total operating expense
|
2,172,387 | 3,019,299 | 4,693,269 | 6,382,494 | ||||||||||||
Operating loss
|
(1,611,800 | ) | (2,577,033 | ) | (3,771,852 | ) | (5,552,873 | ) | ||||||||
Other income and (expense):
|
||||||||||||||||
Interest expense
|
(1,997,884 | ) | (1,930,240 | ) | (3,982,060 | ) | (3,752,121 | ) | ||||||||
Interest income
|
800 | 2,881 | 1,336 | 3,035 | ||||||||||||
Other income
|
2,201 | 1,010 | 3,253 | 2,638 | ||||||||||||
Total other income (expense)
|
(1,994,883 | ) | (1,926,349 | ) | (3,977,471 | ) | (3,746,448 | ) | ||||||||
Loss before taxes
|
(3,606,683 | ) | (4,503,382 | ) | (7,749,323 | ) | (9,299,321 | ) | ||||||||
Provision for income taxes
|
— | — | — | — | ||||||||||||
Net loss
|
(3,606,683 | ) | (4,503,382 | ) | (7,749,323 | ) | (9,299,321 | ) | ||||||||
Net loss attributable to noncontrolling
interest
|
(26,423 | ) | (45,604 | ) | (52,202 | ) | (84,033 | ) | ||||||||
Net loss attributable to CareView
Communications, Inc.
|
$ | (3,580,260 | ) | $ | (4,457,778 | ) | $ | (7,697,121 | ) | $ | (9,215,288 | ) | ||||
Net loss per share attributable to CareView
Communications, Inc., basic and diluted
|
$ | (0.03 | ) | $ | (0.03 | ) | $ | (0.06 | ) | $ | (0.07 | ) | ||||
Weighted average number of common
shares outstanding, basic and diluted
|
138,677,691 | 132,086,376 | 135,618,860 | 131,932,859 |
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
|
FOR THE PERIOD FROM JANUARY 1, 2013 TO JUNE 30, 2013
|
(Unaudited)
|
Additional
|
||||||||||||||||||||||||
Common Stock
|
Paid in
|
Accumulated
|
Noncontrolling
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Interest
|
Total
|
|||||||||||||||||||
Balance, January 1, 2013
|
132,526,042 | $ | 132,526 | $ | 67,224,170 | $ | (65,275,518 | ) | $ | (329,552 | ) | $ | 1,751,626 | |||||||||||
Options granted as compensation
|
— | — | 139,567 | — | — | 139,567 | ||||||||||||||||||
Warrants issued for services
|
— | — | 23,764 | — | — | 23,764 | ||||||||||||||||||
Warrants issued for financing costs (revalued)
|
— | — | 64,286 | — | — | 64,286 | ||||||||||||||||||
Beneficial conversion features for senior secured
convertible notes
|
— | — | 690,809 | — | — | 690,809 | ||||||||||||||||||
Sale of common stock, net of costs
|
6,220,000 | 6,220 | 2,049,000 | — | — | 2,055,220 | ||||||||||||||||||
Net loss
|
— | — | — | (7,697,121 | ) | (52,202 | ) | (7,749,323 | ) | |||||||||||||||
Balance, June 30, 2013
|
138,746,042 | $ | 138,746 | $ | 70,191,596 | $ | (72,972,639 | ) | $ | (381,754 | ) | $ | (3,024,051 | ) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
|
(Unaudited)
|
Number of
Shares Under Options |
Weighted
Average Exercise Price |
Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic Value |
|||||||||||||
Balance at December 31, 2012
|
9,093,977 | $ | 0.66 | 6.6 | $ | 2,376,961 | ||||||||||
Granted
|
-0- | -0- | ||||||||||||||
Exercised
|
-0- | -0- | ||||||||||||||
Expired
|
(5,000 | ) | $ | 1.51 | ||||||||||||
Cancelled
|
(129,168 | ) | $ | 1.06 | ||||||||||||
Balance at June 30, 2013
|
8,959,809 | $ | 0.65 | 6.1 | $ | 399,963 | ||||||||||
Vested and Exercisable at June 30, 2013
|
7,876,474 | $ | 0.59 | 5.7 | $ | 399,963 |
Six Months
Ended June 30,
2013 |
Year Ended
December 31, 2012 |
|||||||
Risk-free interest rate
|
N/A | 0.34 | % | |||||
Volatility
|
N/A | 101.90 | % | |||||
Expected life
|
N/A | 3 | ||||||
Dividend yield
|
N/A | 0.00 | % |
June 30,
2013
|
December 31, 2012
|
|||||||
Prepaid expenses
|
$ | 141,500 | $ | 130,825 | ||||
Other current assets
|
63,428 | 63,767 | ||||||
TOTAL OTHER CURRENT ASSETS
|
$ | 204,928 | $ | 194,592 |
June 30,
2013
|
December 31,
2012
|
|||||||
Network equipment
|
$ | 10,286,301 | $ | 10,170,480 | ||||
Vehicles
|
132,382 | 136,082 | ||||||
Office equipment
|
121,345 | 119,830 | ||||||
Furniture
|
75,673 | 75,673 | ||||||
Test equipment
|
73,719 | 73,719 | ||||||
Warehouse equipment
|
6,866 | 6,866 | ||||||
Leasehold improvements
|
5,121 | 5,121 | ||||||
10,701,407 | 10,587,771 | |||||||
Less: accumulated depreciation
|
(3,485,598 | ) | (2,726,234 | ) | ||||
TOTAL PROPERTY AND EQUIPMENT
|
$ | 7,215,809 | $ | 7,861,537 |
June 30, 2013
|
||||||||||||
Cost
|
Accumulated
Amortization |
Net
|
||||||||||
Patents and trademarks
|
$ | 203,175 | $ | 9,311 | $ | 193,864 | ||||||
Computer software
|
46,220 | 20,955 | 25,265 | |||||||||
Software development costs
|
2,002,933 | 2,002,933 | -0- | |||||||||
Other intellectual property
|
750,000 | 750,000 | -0- | |||||||||
TOTAL INTANGIBLE ASSETS
|
$ | 3,002,328 | $ | 2,783,199 | $ | 219,129 |
December 31, 2012
|
||||||||||||
Cost
|
Accumulated
Amortization |
Net
|
||||||||||
Patents and trademarks
|
$ | 182,593 | $ | 6,525 | $ | 176,068 | ||||||
Other tangible assets
|
46,220 | 13,314 | 32,906 | |||||||||
Software development costs
|
2,002,933 | 2,002,933 | -0- | |||||||||
Other intellectual property
|
750,000 | 750,000 | -0- | |||||||||
TOTAL INTANGIBLE ASSETS
|
$ | 2,981,746 | $ | 2,772,772 | $ | 208,974 |
June 30, 2013
|
||||||||||||
Cost
|
Accumulated
Amortization |
Net
|
||||||||||
Deferred debt issuance costs
|
$ | 1,600,000 | $ | 1,030,614 | $ | 569,386 | ||||||
Deferred installation costs
|
989,904 | 370,221 | 619,683 | |||||||||
Prepaid consulting
|
1,131,300 | 1,131,300 | -0- | |||||||||
Deferred closing costs
|
556,712 | 348,918 | 207,794 | |||||||||
Prepaid license fee
|
249,999 | 30,054 | 219.945 | |||||||||
Security deposit
|
83,624 | -0- | 83,624 | |||||||||
TOTAL OTHER ASSETS
|
$ | 4,611,539 | $ | 2,911,107 | $ | 1,700,432 |
December 31,2012
|
||||||||||||
Cost
|
Accumulated
Amortization |
Net
|
||||||||||
Deferred debt issuance costs
|
$ | 1,535,714 | $ | 745,920 | $ | 789,794 | ||||||
Deferred installation costs
|
799,114 | 209,598 | 589,516 | |||||||||
Deferred closing costs
|
516,050 | 247,413 | 268,637 | |||||||||
Prepaid license fee
|
233,606 | 21,857 | 211,749 | |||||||||
Security deposit
|
83,624 | -0- | 83,624 | |||||||||
Prepaid consulting
|
1,131,300 | 1,054,764 | 76,536 | |||||||||
Deferred distribution/service costs
|
166,000 | 166,000 | -0- | |||||||||
TOTAL OTHER ASSETS
|
$ | 4,465,408 | $ | 2,445,552 | $ | 2,019,856 |
June 30,
2013
|
December 31,
2012
|
|||||||
Accrued taxes
|
$ | 391,042 | $ | 360,587 | ||||
Other accrued liabilities
|
482,794 | 441,941 | ||||||
TOTAL OTHER CURRENT LIABILITIES
|
$ | 873,836 | $ | 802,528 |
June 30,
2013
|
December 31,
2012 |
|||||||
Assets
|
||||||||
Cash
|
$ | 577 | $ | 956 | ||||
Receivables
|
5,041 | 5,221 | ||||||
Total current assets
|
5,618 | 6,177 | ||||||
Property, net
|
144,828 | 189,003 | ||||||
Total assets
|
$ | 150,446 | $ | 195,180 | ||||
Liabilities
|
||||||||
Accounts payable
|
$ | 109,583 | $ | 103,217 | ||||
Notes payable, net of debt discount of $0 and $32,988, respectively
|
443,574 | 410,586 | ||||||
Mandatorily redeemable interest, net of debt discount of $0 and $32,988, respectively
|
443,574 | 410,586 | ||||||
Accrued interest
|
94,170 | 59,872 | ||||||
Other current liabilities
|
40,935 | 53,371 | ||||||
Total current liabilities
|
1,131,836 | 1,037,632 | ||||||
Total liabilities
|
$ | 1,131,836 | $ | 1,037,632 |
June 30,
2013 |
June 30,
2012 |
|||||||
|
||||||||
Revenue
|
$ | 14,573 | $ | 49,220 | ||||
Network operations expense
|
8,462 | 14,531 | ||||||
General and administrative expense
|
(9,101 | ) | 10,923 | |||||
Depreciation
|
28,631 | 51,767 | ||||||
Total operating costs
|
27,992 | 77,221 | ||||||
Operating loss
|
(13,419 | ) | (28,001 | ) | ||||
Other income (expense)
|
(90,986 | ) | (140,065 | ) | ||||
Loss before taxes
|
(104,405 | ) | (168,066 | ) | ||||
Provision for taxes
|
-0- | -0- | ||||||
Net loss
|
(104,405 | ) | (168,066 | ) | ||||
Net loss attributable to noncontrolling interest
|
(52,203 | ) | (84,033 | ) | ||||
Net loss attributable to CareView Communications, Inc.
|
$ | (52,202 | ) | $ | (84,033 | ) |
● | The U.S. Census Bureau's prediction of a growing and aging U.S. population wherein the majority of the "baby boom" population (28% of the total U.S. population) will begin to turn 65 between 2010 and 2020. | |
● | An increase in consumer expectations for improved healthcare. | |
● | The effects of The Patient Protection and Affordable Care Act ("ObamaCare" or Affordable Care Act"), which effects have yet to be determined, and may or may not have a negative effect on our business. | |
● | The decline of reimbursement and coverage of medical expenses by insurance companies and employers resulting in patients having to contribute more money toward their personal care. | |
● | Technological advancements that are giving rise to new clinical therapies to address an increased number of medical ailments to aid in the earlier diagnosis and prevention of diseases. |
Three months ended
June 30,
|
||||||||||||
2013
|
2012
|
Change
|
||||||||||
(000’s)
|
||||||||||||
Revenue
|
$ | 560 | $ | 443 | $ | 117 | ||||||
Operating expenses
|
2,170 | 3,019 | (849 | ) | ||||||||
Operating loss
|
(1,610 | ) | (2,576 | ) | 966 | |||||||
Other, net
|
(1,996 | ) | (1,927 | ) | (69 | ) | ||||||
Net loss
|
(3,606 | ) | (4,503 | ) | 897 | |||||||
Net loss attributable to
noncontrolling interest
|
(26 | ) | (46 | ) | 20 | |||||||
Net loss attributed to
CareView
|
$ | (3,580 | ) | $ | (4,457 | ) | $ | 877 |
Three Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
Human resource costs, including non-cash compensation
|
45 | % | 44 | % | ||||
Professional and consulting
|
9 | % | 11 | % | ||||
Depreciation and amortization
|
18 | % | 18 | % | ||||
Product deployment costs
|
5 | % | 7 | % | ||||
Travel
|
10 | % | 8 | % | ||||
Other
|
13 | % | 12 | % |
(000’s) | ||||
Decrease in human resource costs
|
$ | (56 | ) | |
Increase in non-cash compensation (options and warrants)
|
(301 | ) | ||
Decrease in professional and consulting
|
(139 | ) | ||
Decrease in depreciation and amortization
|
(143 | ) | ||
Decrease in deployment costs
|
(103 | ) | ||
Decrease in travel
|
(35 | ) | ||
Decrease in all other, net
|
(72 | ) | ||
$ | (849 | ) |
Six months ended
June 30,
|
||||||||||||
2013
|
2012
|
Change
|
||||||||||
(000’s)
|
||||||||||||
Revenue
|
$ | 921 | $ | 830 | $ | 91 | ||||||
Operating expenses
|
4,691 | 6,382 | (1,691 | ) | ||||||||
Operating loss
|
(3,770 | ) | (5,552 | ) | 1,782 | |||||||
Other, net
|
(3,979 | ) | (3,747 | ) | (232 | ) | ||||||
Net loss
|
(7,749 | ) | (9,299 | ) | 1,550 | |||||||
Net loss attributable to
noncontrolling interest
|
(52 | ) | (84 | ) | 32 | |||||||
Net loss attributed to
CareView
|
$ | (7,697 | ) | $ | (9,215 | ) | $ | 1,518 |
Six Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
Human resource costs, including non-cash compensation
|
45 | % | 41 | % | ||||
Professional and consulting
|
9 | % | 14 | % | ||||
Depreciation and amortization
|
16 | % | 17 | % | ||||
Product deployment costs
|
7 | % | 9 | % | ||||
Travel
|
9 | % | 8 | % | ||||
Other
|
14 | % | 11 | % |
(000’s) | ||||
Decrease in human resource costs
|
$ | (28 | ) | |
Increase in non-cash compensation (options and warrants)
|
(505 | ) | ||
Decrease in professional and consulting
|
(438 | ) | ||
Decrease in depreciation and amortization
|
(318 | ) | ||
Decrease in deployment costs
|
(215 | ) | ||
Decrease in travel
|
(64 | ) | ||
Decrease in all other, net
|
(123 | ) | ||
$ | (1,691 | ) |
Exhibit No.
|
Date of Document
|
Name of Document
|
|
2.0
|
09/27/07
|
Securities Exchange Agreement by and between Ecogate, Inc., CareView Communications, Inc. and Shareholders of CareView Communications, Inc.
(1)
|
|
3.0
|
07/08/97
|
Articles of Incorporation filed in State of California under Purpose, Inc.
(1)
|
|
3.1
|
04/30/99
|
Certificate of Amendment filed in State of California (to change name to Ecogate, Inc. and to increase authorized shares to 100,000 shares)
(1)
|
|
3.2
|
04/03/01
|
Certificate of Amendment filed in State of California (to (i) increase the capital stock of the Company to 25,000,000 shares at no par value [20,000,000 authorized common shares and 5,000,000 authorized preferred shares], and (ii) to add provisions for indemnification for officers and directors)
(1)
|
|
3.3
|
08/05/04
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to increase the capital stock of the Company to 105,000,000 shares at no par value [100,000,000 authorized common shares and 5,000,000 authorized preferred shares])
(1)
|
|
3.4
|
09/20/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to increase the capital stock of the Company to 320,000,000 shares at no par value [300,000,000 authorized common shares and 20,000,000 authorized preferred shares])
(1)
|
|
3.5
|
09/25/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to designate 1,000,000 shares of Series A Preferred
(1)
|
|
3.6
|
09/25/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to designate 3,000,000 shares of Series B Preferred Stock)
(1)
|
|
3.7
|
10/30/07
|
Certificate of Amendment filed in State of California (to amend Articles of Incorporation to change name to CareView Communications, Inc.)
(1)
|
|
3.8
|
11/06/07
|
Notice of Conversion filed in State of Nevada (to convert CareView Communications, Inc. from a California corporation to a Nevada corporation)
(1)
|
|
3.9
|
11/06/07
|
Articles of Incorporation for CareView Communications, Inc. filed in State of Nevada
(1)
|
|
3.10
|
11/21/07
|
Domestic Stock Corporation Certificate of Election to Wind Up and Dissolve filed in State of California
(1)
|
|
3.11
|
11/21/07
|
Domestic Stock Corporation Certificate of Dissolution filed in State of California
(1)
|
|
3.12
|
n/a
|
Bylaws of CareView Communications, Inc., a Nevada corporation
(1)
|
|
10.01
|
n/a
|
Products and Services Agreement (a/k/a Hospital Agreement), form of
(1)
|
|
10.09
|
12/03/07
|
CareView Communications, Inc. 2007 Stock Incentive Plan
(1)
|
|
10.10
|
12/03/07
|
Non-Qualified Stock Option, form of
(1)
|
|
10.11
|
12/13/07
|
Audit Committee Charter
(1)
|
|
10.12
|
12/13/07
|
Compensation Committee Charter
(1)
|
|
10.14
|
02/13/08
|
Advisory Board Charter
(1)
|
|
10.26
|
10/02/08
|
Common Stock Purchase Warrant, form of
(1)
|
|
10.34
|
06/01/09
|
Webb & Webb Retainer Agreement
(1)
|
|
10.42
|
09/11/09
|
CareView Communications, Inc. 2009 Stock Incentive Plan
(1)
|
|
10.43
|
10/01/09
|
Commercial Lease Agreement (for Lewisville location)
(1)
|
|
10.44
|
11/16/09
|
Rockwell JV – Master Investment Agreement
(1)
|
|
10.45
|
11/16/09
|
Rockwell JV – Project Hospital Contract Assignment, form of
(1)
|
|
10.46
|
11/16/09
|
Rockwell JV – Project Escrow Deposit Agreement, form of
(1)
|
|
10.47
|
11/16/09
|
Rockwell JV – Limited License of Intellectual Property Rights,, form of
(1)
|
|
10.48
|
11/16/09
|
Rockwell JV – Project Note, form of
(1)
|
|
10.49
|
11/16/09
|
Rockwell JV – Amended and Restated Project Note, form of
(1)
|
|
10.50
|
11/16/09
|
Rockwell JV – Project LLC Operating Agreement, form of
(1)
|
|
10.51
|
11/16/09
|
Rockwell JV – Project Security Agreement, form of
(1)
|
|
10.52
|
11/16/09
|
Rockwell JV – Project Services Subcontract Agreement, form of
(1)
|
|
10.53
|
11/16/09
|
Rockwell JV – Project Warrant, form of
(1)
|
|
10.54
|
01/14/10
|
Extension Agreement with Noteholders of Bridge Loans
(1)
|
|
10.55
|
01/29/10
|
Master Lease between the Company and Fountain Fund 2 LP
(1)
|
|
10.56
|
01/09/10
|
Distribution Agreement between the Company and Foundation Medical
(1)
|
10.61
|
06/21/10
|
Indemnification Agreement, form of
(1)
|
|
10.62
|
06/29/10
|
First Amendment to Commercial Lease Agreement
(1)
|
|
10.63
|
08/17/10
|
Letter of Waiver from Tommy G. Thompson
(1)
|
|
10.64
|
09/20/10
|
Revocation and Substitution Agreement
(1)
|
|
10.65
|
09/20/10
|
Agreement Regarding Gross Income Interests with Tommy G. Thompson
(1)
|
|
10.66
|
09/20/10
|
Agreement Regarding Gross Income Interests with Gerald L. Murphy
(1)
|
|
10.67
|
09/20/10
|
Agreement Regarding Gross Income Interests with Dennis M. Langley
(1)
|
|
10.68
|
11/01/10
|
Promissory Note with Plato & Associates, LLC
(2)
|
|
10.69
|
12/17/10
|
Consulting Agreement with Gregory Mastroieni
(3)
|
|
10.72
|
04/21/11
|
Note and Warrant Purchase Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.73
|
04/21/11
|
Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP
(4)
|
|
10.74
|
04/21/11
|
Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.75
|
04/21/11
|
Warrant to Purchase 5,488,456 shares of the Company issued to HealthCor Partners Fund, LP
(4)
|
|
10.76
|
04/21/11
|
Warrant to Purchase 6,293,403 shares of the Company issued to HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.77
|
04/21/11
|
Registration Rights Agreements between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.78
|
04/21/11
|
Pledge and Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.79
|
04/21/11
|
Intellectual Property Security Agreement between the Company and HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP
(4)
|
|
10.83
|
08/31/11
|
Loan and Security Agreement between Comerica Bank and Bridge Bank and CareView Communications, Inc., a Nevada corporation, CareView Communications, Inc., a Texas corporation, and CareView Operations, LLC, a Texas limited liability company
(6)
|
|
10.84
|
08/31/11
|
Prime Referenced Rated Addendum between the Company and Comerica Bank as Collateral Agent for the Banks
(6)
|
|
10.85
|
08/31/11
|
Subordination Agreement between Comerica Bank and HealthCor Partners Fund, L.P. and HealthCor Hybrid Offshore Master Fund, L.P.
(6)
|
|
10.86
|
08/31/11
|
Intellectual Property Security Agreement, form of
(6)
|
|
10.87
|
08/31/11
|
Warrant issued to Comerica Bank to purchase 714,286 shares of the Company's Common Stock
(6)
|
|
10.88
|
08/31/11
|
Warrant issued to Bridge Bank to purchase 714,286 shares of Company's Common Stock
(6)
|
|
10.90
|
12/31/11
|
Note and Warrant Amendment Agreement with HealthCor
(8)
|
|
10.92
|
12/31/11
|
Note and Warrant Amendment Agreement
(2)
|
|
10.94
|
01/31/12
|
Second Amendment to Note and Warrant Purchase Agreement
(10)
|
|
10.95
|
01/31/12
|
Senior Secured Convertible Note of the Company payable to HealthCor Partners Fund, LP
(10)
|
|
10.96
|
01/31/12
|
Senior Secured Convertible Note of the Company payable to HealthCor Hybrid Offshore Master Fund, LP
(10)
|
|
10.97
|
01/31/12
|
First Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association
(10)
|
|
10.98
|
01/31/12
|
Amendment to and Affirmation of Subordination Agreement
(10)
|
|
10.99
|
3/01/12
|
Sales Consulting Agreement with among the Company, Don Shirley and Foundation Medical, LLC
(11)
|
|
10.100
|
n/a
|
Insider Trading Policy, form of
(11)
|
|
10.101
|
n/a
|
Whistleblower Policy
(11)
|
|
10.102
|
n/a
|
Related Party Transactions Policy
(11)
|
|
10.103
|
04/29/12
|
Consulting Agreement between the Company and Heartland Energy Partners, LLC
(12)
|
|
10.104
|
05/04/12
|
Advisory Services Agreement between the Company and Stonegate Securities, Inc.
(12)
|
|
10.105
|
05/31/12
|
Addendum to Consulting Agreement with Foundation Medical
(13)
|
|
10.106
|
03/2011
|
Master Agreement with Health Management Associates, Inc.
(15)
|
10.108
|
03/27/13
|
Securities Purchase Agreement, form of
(16)
|
|
10.109
|
n/a
|
Common Stock Purchase Warrant, form of
(16)
|
|
10.110
|
11/13/12
|
First Addendum to Consulting Agreement between the Company and Heartland Energy Partners, LLC
(17)
|
|
10.111
|
01/15/13
|
Second Amendment to Loan and Security Agreement among the Company, certain of its subsidiaries, Comerica Bank and Bridge Bank, National Association
(17)
|
|
10.112
|
01/15/13
|
Amendment to and Affirmation of Subordination Agreement
(17)
|
|
05/24/13
|
Extension of Maturity Date for Promissory Note and Investment Interest (related to Hillcrest)*
|
||
07/19/13
|
Extension of Maturity Date for Promissory Note and Investment Interest (related to Saline)*
|
||
14.00
|
n/a
|
2011 Code of Business Conduct and Ethics, form of
(1)
|
|
14.01
|
n/a
|
2011 Code of Business Ethics for Financial Executives, form of
(1)
|
|
21.00
|
04/01/13
|
Subsidiaries of the Registrant
(17)
|
|
08/09/13
|
Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*
|
||
08/09/13
|
Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).*
|
||
08/09/13
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.*
|
||
08/09/13
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*
|
||
101.INS
|
n/a
|
XBRL Instance Document*
|
|
101.SCH
|
n/a
|
XBRL Taxonomy Extension Schema Document*
|
|
101.CAL
|
n/a
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
101.DEF
|
n/a
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
101.LAB
|
n/a
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
101.PRE
|
n/a
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
|
|||
(1)
|
Filed as an exhibit to the Company's Form 10 filed with the SEC on August 23, 2010.
|
||
(2)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q filed with the SEC on November 7, 2010, which exhibits may have had a different exhibit number when originally filed.
|
||
(3)
|
Filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on April 15, 2011.
|
||
(4)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on April 27, 2011.
|
||
(5)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q filed with the SEC on August 22, 2011, which exhibits may have had a different exhibit number when originally filed.
|
||
(6)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on September 7, 2011, which exhibits may have had a different exhibit number when originally filed.
|
||
(7)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on November 10, 2011, which exhibits may have had a different exhibit number when originally filed.
|
||
(8)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2012, which exhibits may have had a different exhibit number when originally filed.
|
||
(9)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2012, which exhibits may have had a different exhibit number when originally filed.
|
||
(10)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on February 2, 2012, which exhibits may have had a different exhibit number when originally filed.
|
||
(11)
|
Filed as an exhibit to the Company's annual report on Form 10-K filed with the SEC on March 15, 2012.
|
||
(12)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q filed with the SEC on May 9, 2012.
|
||
(13)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q filed with the SEC on August 8, 2012.
|
||
(14)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q filed with the SEC on November 8, 2012.
|
||
(15)
|
Filed as an exhibit to the Company's quarterly report on Form 10-Q, Amendment No. 1, filed with the SEC on February 1, 2013. Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
|
||
(16)
|
Filed as an exhibit to the Company's Current Report on Form 8-K filed with the SEC on March 28, 2013.
|
||
(17)
|
Filed as an exhibit to the Company's annual report on Form 10-K filed with the SEC on April 1, 2013.
|
||
*
|
Filed herewith.
|
CAREVIEW COMMUNICATIONS, INC. | ||
By: | /s/ Samuel A. Greco | |
Samuel A. Greco | ||
Chief Executive Officer | ||
Principal Executive Officer | ||
By: | /s/ Anthony P. Piccin | |
Anthony P. Piccin | ||
Chief Financial Officer | ||
Chief Accounting Officer | ||
Principal Accounting Officer |
CAREVIEW-HILLCREST, LLC | ROCKWELL HOLDINGS I, LLC | |||
By: | /s/ Steve Johnson | By: | /s/ Matt Bluhm | |
Steve Johnson | Matt Bluhm | |||
Manager | Managing Member |
CAREVIEW-SALINE, LLC | ROCKWELL HOLDINGS I, LLC | |||
By: | /s/ Steve Johnson | By: | /s/ Matt Bluhm | |
Steve Johnson | Matt Bluhm | |||
Manager | Managing Member |
(1)
|
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
August 9, 2013
|
/s/ Samuel A. Greco
|
Samuel A. Greco
|
|
Chief Executive Officer
|
|
Principal Executive Officer |
(1)
|
I have reviewed this quarterly report on Form 10-Q of CareView Communications, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
August 9, 2013
|
/s/ Anthony P. Piccin
|
Anthony P. Piccin
|
|
Chief Financial Officer
|
|
Principal Financial Officer
|
|
Principal Accounting Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Samuel A. Greco | |
Samuel A. Greco | |
Chief Executive Officer
|
|
August 9, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Anthony P. Piccin
|
|
Anthony P. Piccin
|
|
Chief Financial Officer
|
|
August 9, 2013
|