Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | CareView Communications Inc | ||
Entity Central Index Key | 1,377,149 | ||
Document Type | 10-K | ||
Trading Symbol | CRVW | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 32,440,542 | ||
Entity Common Stock, Shares Outstanding | 139,380,748 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 17,678,969 | $ 2,546,262 |
Accounts receivable, net | 1,176,404 | 680,143 |
Other current assets | 471,075 | 276,910 |
Total current assets | 19,326,448 | 3,503,315 |
Property and equipment, net | 4,483,440 | 5,344,792 |
Other Assets: | ||
Restricted cash | 3,250,000 | |
Intangible assets, net | 380,765 | 261,283 |
Other assets | 2,689,758 | 832,930 |
Total other assets | 6,320,523 | 1,094,213 |
Total assets | 30,130,411 | 9,942,320 |
Current Liabilities: | ||
Accounts payable | 332,402 | 244,782 |
Notes payable | 441,498 | |
Mandatorily redeemable equity in joint venture | 441,498 | |
Accrued interest | 261,450 | 191,596 |
Other current liabilities | 479,226 | 791,284 |
Total current liabilities | 1,956,074 | 1,227,662 |
Long-term Liabilities: | ||
Senior secured convertible notes, net of debt discount and debt costs of $23,041,363 and $21,457,970, respectively | 33,729,093 | 22,834,641 |
Loan payable | 20,000,000 | |
Notes payable | 441,594 | |
Mandatorily redeemable equity in joint venture | 441,594 | |
Fair value of warrant liability | 168,805 | 301,864 |
Total long-term liabilities | 53,897,898 | 24,019,693 |
Total liabilities | $ 55,853,972 | $ 25,247,355 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock - par value $0.001; 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.001; 300,000,000 shares authorized; 139,380,748 issued and outstanding | $ 139,381 | $ 139,381 |
Additional paid in capital | 82,434,461 | 76,502,913 |
Accumulated deficit | (107,795,712) | (91,510,720) |
Total CareView Communications Inc. stockholders' deficit | (25,221,870) | (14,868,426) |
Noncontrolling interest | (501,691) | (436,609) |
Total stockholders' deficit | (25,723,561) | (15,305,035) |
Total liabilities and stockholders' deficit | $ 30,130,411 | $ 9,942,320 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 139,380,748 | 139,380,748 |
Common stock, shares outstanding | 139,380,748 | 139,380,748 |
Senior Secured Convertible Notes [Member] | ||
Debt discount and debt issuance costs (in dollars) | $ 23,041,363 | $ 21,457,970 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues, net | $ 5,139,450 | $ 3,061,298 |
Operating expenses: | ||
Network operations | 4,597,887 | 3,386,645 |
General and administration | 3,744,095 | 3,282,816 |
Sales and marketing | 845,322 | 676,394 |
Research and development | 1,085,760 | 843,416 |
Depreciation and amortization | 1,727,440 | 1,651,310 |
Total operating expense | 12,000,504 | 9,840,581 |
Operating loss | (6,861,054) | (6,779,283) |
Other income and (expense) | ||
Interest expense | (9,651,869) | (7,819,340) |
Change in fair value of warrant liability | 133,059 | 69,001 |
Interest income | 8,642 | 3,644 |
Other income | 21,148 | 15,913 |
Total other income (expense) | (9,489,020) | (7,730,782) |
Loss before taxes | $ (16,350,074) | $ (14,510,065) |
Provision for income taxes | ||
Net loss | $ (16,350,074) | $ (14,510,065) |
Net loss attributable to noncontrolling interest | (65,082) | (58,340) |
Net loss attributable to CareView Communications, Inc. | $ (16,284,992) | $ (14,451,725) |
Net loss per share attributable to CareView Communications, Inc., basic and diluted (in dollars per share) | $ (0.12) | $ (0.10) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 139,380,748 | 139,120,996 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance, beginning at Dec. 31, 2013 | $ 138,753 | $ 71,202,451 | $ (77,058,995) | $ (378,269) | $ (6,096,060) |
Balance, beginning (in shares) at Dec. 31, 2013 | 138,753,397 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for cashless exercise of warrants | $ 628 | (628) | |||
Shares issued for cashless exercise of warrants, shares | 627,351 | ||||
Options granted as compensation | 714,123 | 714,123 | |||
Warrants issued in connection with the senior secured convertible notes | 1,146,732 | 1,146,732 | |||
Beneficial conversion features for senior secured convertible notes | 3,440,235 | 3,440,235 | |||
Net loss | (14,451,725) | (58,340) | (14,510,065) | ||
Balance, ending at Dec. 31, 2014 | $ 139,381 | 76,502,913 | (91,510,720) | (436,609) | (15,305,035) |
Balance, ending (in shares) at Dec. 31, 2014 | 139,380,748 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options granted as compensation | 774,322 | 774,322 | |||
Warrants issued in connection with the senior secured convertible notes | 1,471,105 | 1,471,105 | |||
Warrants issued in connection with loan payable | 1,257,778 | 1,257,778 | |||
Warrants issued for services | 9,655 | 9,655 | |||
Adjustment to fair value of warrants for extension of exercise period | 102,457 | 102,457 | |||
Beneficial conversion features for senior secured convertible notes | 2,316,231 | 2,316,231 | |||
Net loss | (16,284,992) | (65,082) | (16,350,074) | ||
Balance, ending at Dec. 31, 2015 | $ 139,381 | $ 82,434,461 | $ (107,795,712) | $ (501,691) | $ (25,723,561) |
Balance, ending (in shares) at Dec. 31, 2015 | 139,380,748 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (16,350,074) | $ (14,510,065) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 1,693,128 | 1,623,723 |
Amortization of debt discount and debt costs | 2,311,167 | 2,152,055 |
Amortization of deferred installation costs | 355,335 | 306,111 |
Amortization of deferred debt issuance costs and debt financing costs | 165,911 | 284,692 |
Amortization of intangible assets | 34,312 | 27,587 |
Interest incurred and paid in kind | 6,477,845 | 5,102,719 |
Stock based compensation related to options granted | 774,322 | $ 714,123 |
Stock based costs related to warrants issued | 112,112 | |
(Gain) loss on disposal of assets | 47,137 | $ 4,050 |
Change in fair value of warrant liability | (133,059) | (69,001) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (496,261) | (375,110) |
Other current assets | (194,165) | (111,379) |
Other assets | 16,393 | 170,624 |
Accounts payable | 87,620 | (170,106) |
Accrued expenses and other current liabilities | $ (242,204) | 317,411 |
Lease liability | (8,607) | |
Net cash flows used in operating activities | $ (5,340,481) | (4,541,173) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Change in restricted cash | (3,250,000) | |
Purchase of property and equipment | (878,913) | (602,107) |
Payment for deferred installation costs | (330,771) | (369,803) |
Patent and trademark costs | (148,995) | (24,726) |
Purchase of computer software and website costs | (4,799) | (17,004) |
Net cash flows used in investing activities | (4,613,478) | (1,013,640) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes and loan payable | 26,000,000 | 5,000,000 |
Financing costs | (913,142) | (40,000) |
Repayment of notes payable | $ (192) | (1,850) |
Repayment of revolving line of credit | (982,255) | |
Net cash flows provided by financing activities | $ 25,086,666 | 3,975,895 |
Increase (decrease) in cash | 15,132,707 | (1,578,918) |
Cash and cash equivalent, beginning of period | 2,546,262 | 4,125,180 |
Cash and cash equivalents, end of period | 17,678,969 | 2,546,262 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 640,970 | $ 107,298 |
Cash paid for income taxes | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Beneficial conversion features for senior secured convertible notes | $ 2,316,231 | $ 3,440,235 |
Warrants issued in connection with senior secured convertible notes | 1,471,105 | $ 1,146,732 |
Warrants issued in connection with the loan payable | $ 1,257,778 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business CareView Communications, Inc., a Nevada corporation (CareView-NV or the Company), was originally formed in California on July 8, 1997 under the name Purpose, Inc., changing our name to Ecogate, Inc. in April 1999, and CareView Communications, Inc. in October 2007. We began our current operation in 2003 as a healthcare information technology company with a patented patient monitoring and entertainment system. CareView developed a suite of products and hardware to help connect patients, families and health care providers through one easy-to-install and simple-to-use data and patient monitoring system (the CareView System ® Throughout these Notes to the Consolidated Financial Statements, the terms we, us, our, CareView, or the Company refers to CareView-NV, and unless otherwise specified, includes our wholly owned subsidiaries, CareView Communications, Inc., a Texas corporation (CareView-TX) and CareView Operations, LLC, a Nevada limited liability company (CareView Operations). Also included are CareView-Hillcrest, LLC (CareView-Hillcrest) and CareView-Saline, LLC (CareView-Saline), collectively, (the Project LLCs). We own 50% of CareView-Hillcrest and CareView-Saline, with each determined to be variable interest entities (VIEs) in which we exercise control and are deemed the Primary Beneficiary (See NOTE 14 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company, our wholly owned subsidiaries and our Project LLCs for which we control the operating activities. All material inter-company balances and transactions have been eliminated in consolidation. We report noncontrolling interests in our VIEs as a component of stockholders deficit in the Consolidated Balance Sheets and the loss attributable to noncontrolling interests as an adjustment to net loss to arrive at net loss attributable to the Company in the Consolidated Statements of Operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Variable Interest Entities We use a qualitative analysis to determine if we are the primary beneficiary of a VIE. We consider whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a VIE that most significantly impacts the entity’s economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the entity, that could potentially be significant to the VIE. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. We have never experienced any losses related to these funds. The Company periodically deposits cash with financial institutions in excess of the maximum federal insurance limits (FDIC) of $250,000 per bank. Restricted Cash At December 31, 2015, we recorded $3,250,000 of restricted cash in other assets on the consolidated balance sheet. The restricted cash is associated with our minimum cash requirement as stipulated in our credit agreement with PDL BioPharma, Inc. See further discussion in Note 13 Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include Network Equipment in fixed assets upon receipt, and begin depreciating the Network Equipment when such equipment passes our incoming inspection and is available for use. We attribute no salvage value to the Network Equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years. Also using the straight-line method, depreciation of office and test equipment, warehouse equipment and furniture is based on the estimated useful lives of the assets, generally three years for office and test equipment, and five years for warehouse equipment and furniture. Allowance for System Removal We would remove the CareView System from customer premises due to a number of factors; including, but not limited to, collection/revenue performance issues and contract expiration/non-renewal. We regularly evaluate the installed CareView Systems for such factors and an allowance is set up based on the estimated cost of removal. As of December 31, 2015 and 2014, an allowance of $54,771 and $277,000, respectively, was recorded. Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: · Significant declines in an asset’s market price; · Significant deterioration in an asset’s physical condition; · Significant changes in the nature or extent of an asset’s use or operation; · Significant adverse changes in the business climate that could impact an asset’s value, including adverse actions or assessments by regulators; · Accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; · Current-period operating or cash flow losses combined with a history of such losses or a forecast that demonstrates continuing losses associated with an asset’s use; and · Expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups’ carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then a loss is recorded for the difference between the assets’ fair value and respective carrying value. The fair value of the assets is determined using an “income approach” based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our historical experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2015 and 2014, no impairment was recognized. Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during 2015 or 2014. Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView System in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView System not to exceed five years. Additionally, we test our intangible assets for impairment whenever circumstances indicate that their carrying value may not be recoverable. No impairment was recorded for the years ended December 31, 2015 and 2014. Intellectual property is comprised of purchased and internally developed software costs totaling approximately $2,800,000, all of which was capitalized prior to 2008 and was fully amortized at December 31, 2012. During the years ended December 31, 2015 and 2014, we capitalized no additional intellectual property costs. Patents and Trademarks We have capitalized certain costs related to registering trademarks and patent pending technology. In accordance with GAAP, we amortize our intangible assets with a finite life on a straight-line basis, over 10 years for trademarks and 20 years for patents. We begin amortization of these costs on the date patents or trademarks are awarded. Derivative Financial Instruments Derivatives are recorded on the balance sheet at fair value and changes in fair value are recorded in earnings at each reporting date in accordance with GAAP. See Fair Value of Financial Instruments NOTE 4 Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of the our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair Value of Financial Instruments (continued) Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability discussed in NOTE 4 The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December, 31: Description Assets/ (Liabilities) Measured at Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Fair value of warrant liability 2015 $ (168,805 ) $ — $ — $ (168,805 ) 2014 $ (301,864 ) $ — $ — $ (301,864 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2015 2014 Balance, beginning of period $ (301,864 ) $ (370,865 ) Issuances of derivative liabilities — — Change in fair value of warrant liability 133,059 69,001 Transfers in and/out of Level 3 — — Balance, end of period $ (168,805 ) $ (301,864 ) The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. Revenue Recognition Revenue is recognized when persuasive evidence of a sales arrangement exists, when the selling price is fixed or determinable, when installation and official acceptance by the facility occurs, and when collection is probable. Because we consolidate our financial statements, 100% of the revenue generated by the Project LLCs is included in our results with all intra-company accounts and transactions eliminated in consolidation. We offer CareView’s services through a subscription-based contract with each facility for a standard term of three to five years. We begin to bill monthly subscription fees to the facility upon official acceptance of the CareView System by the facility. The contract requires the facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView System and are required to maintain and service all CareView System equipment. If the customer requires additional products or services, the contract is amended accordingly. Earnings Per Share We calculate earnings per share (“EPS”) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the “Warrants”) and convertible debt. Potential common shares totaling approximately 108,000,000 and 94,000,000 at December 31, 2015 and 2014, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP . Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Company’s stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. Deferred Debt Issuance and Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated financial statements. Installation Costs We defer all costs associated with the installation of the CareView System into a particular hospital until the CareView System is fully operational and accepted by the hospital. Upon acceptance, the associated costs are expensed ratably over the life of the hospital contract. These costs are included in network operations on the accompanying consolidated statements of operations. Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated financial statements. Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2015 and 2014 totaled approximately $222,000 and $0, respectively. Concentration of Credit Risks and Customer Data We derive all of our revenues from hospitals. For the year ended December 31, 2015, 96 hospitals accounted for all of our revenue. During 2015 IASIS Healthcare Corporation (“IASIS”), Community Health Systems, Inc. (“CHS”) (CHS acquired Health Management Associates, Inc. (“HMA”) in January, 2014) and Tenet Healthsystems Medical, Inc., accounted for 33%, 20% and 15% of our net revenues, respectively. For the year ended December 31, 2014, 91 hospitals accounted for all of our revenue. During 2014 IASIS Healthcare Corporation (“IASIS”), Community Health Systems, Inc. (“CHS”) (CHS acquired Health Management Associates, Inc. (“HMA”) in January, 2014) and Tenet Healthsystems Medical, Inc., accounted for 49%, 21% and 12% of our net revenues, respectively. Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In April 2015, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs be reported in the balance sheet as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts and further requires the amortization of debt issuance cost to be reported as interest expense. Similarly, debt issuance costs and any discount or premium are considered in the aggregate when determining the effective interest rate of the debt. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU Revenue from Contracts with Customers Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, |
LIQUIDITY AND MANAGEMENT'S PLAN
LIQUIDITY AND MANAGEMENT'S PLAN | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND MANAGEMENT'S PLAN | NOTE 3 – LIQUIDITY AND MANAGMENTS PLAN Our cash position at December 31, 2015 was approximately $17,679,000. We also have $3,250,000 recorded as restricted cash related to a debt covenant in our credit agreement with PDL BioPharma, Inc. as discussed below. Pursuant to the terms of a Note and Warrant Purchase Agreement dated April 21, 2011 (as subsequently amended) with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP (“HealthCor”) we are required to maintain a minimum cash balance $2,000,000 (see NOTE 11 Our continued successful operation is dependent upon us achieving positive cash flow through operations while maintaining adequate liquidity. We expect that the cash on hand, as well as our existing and projected cash flow from billable contracts, will enable us to continue to operate for the next twelve month period. We believe that our sales and marketing plan to attract new business and our ongoing deployment and installation of units under existing hospital agreements, will meet our near-term cash needs and will help us achieve future operating profitability. At present, we have sufficient inventory to install and service a select number of large customers, but eventually we will need to address additional capital requirements. To that end, on June 26, 2015, we entered into a Credit Agreement with PDL Biopharma, Inc., as administrative agent and lender (“the Lender”), (the “PDL Credit Agreement”) pursuant to which the Lender made available to us up to $40 million in two tranches of $20 million each, with each tranche contingent upon us meeting certain milestones. On October 7, 2015, pursuant to the First Amendment to the PDL Credit Agreement (the “First Amendment”) the Lender made the first tranche of $20 million available and funded us $19,533,992, net of fees. As of December 31, 2015, we are including $20 million in long-term liabilities on the accompanying consolidated financial. Pursuant to the terms of the PDL Credit Agreement, we are required to maintain a minimum cash balance $3,250,000, and we are in compliance with the minimum cash balance as of the date of this filing (see NOTE13 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock At December 31, 2015 and 2014, we had 20,000,000 shares of Preferred Stock, par value $0.001 authorized and none outstanding, which can be designated by our Board of Directors. Common Stock At December 31, 2015 and 2014, we had 300,000,000 shares of Common Stock, $0.001 par value authorized, and 139,380,748 shares of Common Stock issued and outstanding. Common Stock Issuances During 2015 No shares of Common Stock were issued during 2015. Common Stock Issuances During 2014 Cashless Warrant Exercise During 2014, certain individuals and entities exercised Warrants to purchase an aggregate of 3,554,750 shares of our Common Stock. In order to exercise the Warrants pursuant to the cashless provisions contained therein, they surrendered their right to receive 2,927,399 shares, resulting in an issuance of 627,351 shares of Common Stock. Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of Warrants (except certain Warrants issued to HealthCor in 2011 as discussed in Note 11 Note 11 The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices (and that of peer entities whose stock prices were publicly available). Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.37-2.49% 2.86% Volatility 60.02-77.14% 78.88% Expected life 5-10 10 Dividend yield 0.00% 0.00% A summary of our Warrants activity and related information follows: Number of Range of Weighted Weighted Balance at December 31, 2013 34,465,822 $0.52-$1.65 $ 0.96 4.0 Granted 4,000,000 $0.40 $ 0.40 9.0 Exercised (3,554,750 ) Expired (312,500 ) Balance at December 31, 2014 34,598,572 $0.40-$1.65 $ 0.93 4.2 Granted 9,191,752 $0.33-$0.52 $ 0.46 9.3 Exercised — Expired (8,592,626 ) Balance at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 Vested and Exercisable at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 As of December 31, 2015 and 2014, we had no unamortized costs associated with capitalized Warrants, excluding the HealthCor Warrants and Private Placement Warrants. Warrant Activity During 2015 At December 31, 2015, the Private Placement Warrants, discussed above in this NOTE On October 1, 2015, we issued a five-year Warrant to purchase 50,000 shares of our Common Stock (with a fair value of $8,800) at an exercise price of $0.34 per share to an individual. On August 12, 2015, we issued a five-year Warrant to purchase 5,000 shares of our Common Stock (with a fair value of $855) at an exercise price of $0.33 per share to an individual. On June 26, 2015, in conjunction with the PDL Credit Agreement, we issued a warrant to purchase 4,444,445 shares of our Common Stock, subject to adjustment as described therein (the “PDL Warrant”). The PDL Warrant has an exercise price of $0.40, a fair value of $1,257,778, and expires on June 26, 2025 (see NOTE 12 On March 31, 2015, we issued HealthCor a Warrant for up to an aggregate of 1,000,000 shares of our Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the Purchase Agreement. This Warrant has an exercise price of $0.53 per share, expires on March 31, 2025 and has a fair value of $378,000 (see NOTE 11 On February 17, 2015, with the closing of the Fifth Amendment to the Note and Warrant Purchase Agreement with HealthCor and certain other investors and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $6,000,000, with a conversion price per share equal to $0.52 (subject to adjustment for standard anti-dilution provisions) and (ii) additional Warrants for an aggregate of up to 3,692,307 shares of our Common Stock at an exercise price per share equal to $0.52 (subject to adjustment for standard anti-dilution provisions) (the “Fifth Amendment Warrants”). The fair value of the convertible debt and the Fifth Amendment Warrants was determined to be $7,336,615, resulting in a relative fair value of $1,093,105 for the Fifth Amendment Warrants on the date of grant (see NOTE 11 Warrant Activity During 2014 During 2014, certain Warrant holders exercised their rights to purchase 627,351 shares of our Common Stock using the cashless provision provided by their Warrant agreements, resulting in the surrender of their rights to purchase an aggregate of 2,927,399 shares of our Common Stock. Also during this period, Warrants to purchase an aggregate of 312,500 shares of our Common Stock expired. On January 16, 2014, we entered into a Fourth Amendment to the Note and Warrant Purchase Agreement dated April 21, 20111 with HealthCor and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $5,000,000, with a conversion price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions) and (ii) additional Warrants to purchase an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions). The fair value of the convertible debt was determined to be $5,000,000. Using the Black-Sholes Model, this resulted in a relative fair value of $1,146,732 for the Warrants on the date of grant. See NOTE 11 At December 31, 2014, the Private Placement Warrants, discussed above in this NOTE For year ended December 31, 2014, we also amortized $284,692 of previously capitalized Warrant costs as interest expense in the accompanying consolidated financial statements. Stock Options Effective December 3, 2007, we established the CareView Communications, Inc. 2007 Stock Incentive Plan (“2007 Plan”) pursuant to which 8,000,000 shares of Common Stock were reserved for issuance upon the exercise of options (“2007 Plan Option(s)”). The 2007 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2007 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. At December 31, 2015, 2007 Plan Options to purchase 8,000,000 shares of our Common Stock have been issued with 318,684 remaining outstanding. Effective September 30, 2009, we established the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) pursuant to which 10,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2009 Plan Option(s)”). The 2009 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2009 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2015, 2009 Plan Options to purchase 10,000,000 shares of our Common Stock have been issued with 6,774,927 remaining outstanding. On February 25, 2015, we established the CareView Communications, Inc. 2015 Stock Option Plan (the “2015 Plan”) pursuant to which 5,000,000 shares of Common Stock was reserved for issuance upon the exercise of options (“2015 Plan Option(s)”). The 2015 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors. The 2015 Plan Options vest over three years and have an exercise period of ten years from the date of issuance. As of December 31, 2015, 2015 Plan Options to purchase 2,337,056 shares of our Common Stock have been issued with 2,257,056 remaining outstanding. The valuation methodology used to determine the fair value of the 2007 Plan Options, 2009 Plan Options and 2015 Plan Options, collectively, (the “Option(s)”) issued during the year was the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average expected term of the options. The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.41-1.74% 1.59-1.83% Volatility 61.00-71.86% 72.82-75.42% Expected life 6 6 Dividend yield 0.00% 0.00% The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected term of the stock option and is calculated by using the average daily historical stock prices through the day preceding the grant date. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life of the awards. Where appropriate we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price during 2007-2009. A summary of our Option activity and related information follows: Number of Weighted Average Weighted Aggregate Balance at December 31, 2013 12,747,476 $ 0.59 6.9 $ — Granted 1,688,000 $ 0.42 Exercised — Expired (44,999 ) Forfeited (116,667 ) Balance at December 31, 2014 14,273,810 $ 0.54 6.3 $ — Granted 2,393,500 $ 0.47 Exercised — Expired (6,795,471 ) Forfeited (521,172 ) Balance at December 31, 2015 9,350,667 $ 0.58 7.6 $ 15,705 Vested and Exercisable at December 31, 2015 4,817,823 $ 0.66 6.7 $ — The weighted-average grant date fair value of Options granted during the years ended December 31, 2015 and 2014 was $0.29 and $0.35 per share, respectively. Share-based compensation expense for Options charged to our operating results for the years ended December 31, 2015 and 2014 ($774, 322 and $714,123, respectively) is based on awards vested. The estimate of forfeitures are to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. At December 31, 2015, total unrecognized estimated compensation expense related to non-vested Options granted prior to that date was approximately $1,039,000, which is expected to be recognized over a weighted-average period of 1.6 years. No tax benefit was realized due to a continued pattern of operating losses. Option Activity During 2015 · In February 2015, we granted 2009 Plan Options to purchase 56,444 shares with an exercise price of $0.53 per share to an employee · In February 2015, we granted 2015 Plan Options to a director (150,000), an executive officer (1,000,000) and certain employees (558,556) to purchase shares with an exercise price of $0.53 per share, · In March 2015, we granted 2015 Plan Options to purchase 50,000 shares with an exercise price of $0.50 per share to a director, · In August 2015, we granted 2015 Plan Options to purchase 5,000 shares with an exercise price of $0.38 per share to an employee, · In November 2015, we granted 2015 Plan Options to purchase 50,000 shares with an exercise price of $0.31 per share to an employee, and · In December 2015, we granted 2015 Plan Options to purchase 523,500 shares with an exercise price of $0.26 per share to certain employees. Option Activity During 2014 · In January 2014, we granted 2009 Plan Options to two directors (500,000) and (150,000) to purchase shares with an exercise price of $0.40 per share, · In April 2014, we granted 2009 Plan Options to two directors (500,000) and (150,000) to purchase shares with an exercise price of $0.68 per share, · In July 2014, we granted 2009 Plan Options to purchase 20,000 shares with an exercise price of $0.68 per share to employees, · In August 2014, we granted 2009 Plan Options to purchase 20,000 shares with an exercise price of $0.56 per share to an employee, and · In December 2014, we granted 2009 Plan Options to purchase 348,000 shares with an exercise price of $0.480 per share to employees. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 INCOME TAXES At December 31, 2015, we had approximately $61 million of federal net operating tax loss carry-forward which begins to expire in 2029 and approximately $13 million of state net operating losses which begins to expire in 2027. The differences between the actual income tax benefit and the amount computed by applying the statutory federal tax rate (35%) to the loss before taxes are as follows: Years Ended December 31, 2015 2014 Expected income tax benefit at statutory rate $ (5,699,747 ) $ (5,078,523 ) Debt discount amortization 700,029 700,000 Permanently disallowed interest 914,129 734,499 Other permanent differences 41,515 42,696 State income tax benefit, net of tax effect at state statutory rate 1,438 Deferred pool true-ups/corrections related to: Amortization 2,857,686 Net operating losses 232,567 (14,579 ) Other 104,765 86,041 Change in valuation account 3,706,742 670,742 Income tax expense (benefit) $ $ The components of the deferred tax assets and liabilities are as follows: December 31, 2015 2014 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 21,321,688 $ 19,138,526 Accrued interest 4,199,730 2,837,284 Stock based compensation 1,556,344 1,281,952 Amortization of intangible assets 441,399 496,012 Depreciation of fixed assets (57,012 ) 36,318 Accrued expenses 96,284 151,783 Research and development credit carry-forward 29,084 29,084 Donations 11,241 10,541 Total deferred tax assets 27,598,758 23,981,500 Deferred tax liability-beneficial conversion feature (2,589,615 ) (2,679,098 ) Valuation allowance for deferred tax assets (25,009,143 ) (21,302,402 ) Deferred tax assets, net of valuation allowance $ $ As a result of certain income tax accounting realization requirements with respect to accounting for share based compensation, the table of deferred tax assets shown above does not include certain deferred tax assets at December 31, 2015 that arose directly from tax deductions related to equity compensation that is greater than the compensation recognized for financial reporting. If such deferred tax assets are subsequently realized, they will be recorded to contributed capital in the amount of approximately $490,000. In 2015 and 2014, the deferred tax valuation allowance increased by $3,706,742 and $670,742 respectively. The realization of the tax benefits is subject to the sufficiency of taxable income in future years. The combined deferred tax assets represent the amounts expected to be realized before expiration. We periodically assess the likelihood that we will be able to recover our deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of December 31, 2015 and 2014, we established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. For the years ended December 31, 2015 and 2014, no amounts have been recognized for uncertain tax positions and no amounts have been assessed or recognized related to interest or penalties related to uncertain tax positions. We have determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months. We are currently subject to the general three year statute of limitation for federal tax. Under this general rule, the earliest period subject to potential audit is 2012. For years in which the company may utilize its net operating losses, the IRS the ability to examine the tax year that generated those losses and propose adjustments up to the amount of losses utilized. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Other Current Assets | |
OTHER CURRENT ASSETS | NOTE 6 OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2015 2014 Prepaid expenses $ 467,137 $ 254,998 Other current assets 3,938 21,912 TOTAL OTHER CURRENT ASSETS $ 471,075 $ 276,910 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2015 2014 Network equipment $ 11,310,494 $ 10,753,542 Office equipment 200,683 160,890 Vehicles 158,803 132,797 Test equipment 115,712 87,059 Furniture 81,838 75,673 Warehouse equipment 9,524 6,867 Leasehold improvements 5,121 5,121 11,882,175 11,221,949 Less: accumulated depreciation (7,398,736 ) (5,877,157 ) TOTAL PROPERTY AND EQUIPMENT $ 4,483,440 $ 5,344,792 Depreciation expense for the years ended December 31, 2015 and 2014 was $1,693,128 and $1,623,723, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8 OTHER ASSETS Intangible assets consist of the following: December 31, 2015 Cost Accumulated Net Patents and trademarks $ 420,137 $ 53,706 $ 366,431 Other intangible assets 56,263 41,929 14,334 TOTAL INTANGIBLE ASSETS $ 476,400 $ 95,635 $ 380,765 December 31,2014 Cost Accumulated Amortization Net Patents and trademarks $ 271,142 $ 26,157 $ 244,985 Other intangible assets 51,464 35,166 16,298 TOTAL INTANGIBLE ASSETS $ 322,606 $ 61,323 $ 261,283 Other assets consist of the following: December 31, 2015 Cost Accumulated Amortization Net Deferred debt issuance costs $ 1,257,778 $ 91,840 $ 1,165,938 Deferred closing costs 805,917 74,070 731,847 Deferred installation costs 1,787,869 1,220,982 566,887 Prepaid license fee 249,999 71,038 178,962 Security deposit 46,124 46,124 TOTAL OTHER ASSETS $ 4,147,687 $ 1,457,930 $ 2,689,758 December 31,2014 Cost Accumulated Amortization Net Deferred installation costs $ 1,457,098 $ 865,647 $ 591,451 Deferred debt issuance costs 1,600,000 1,600,000 Prepaid license fee 249,999 54,644 195,355 Deferred financing costs 583,967 583,967 Security deposit 46,124 46,124 TOTAL OTHER ASSETS $ 3,937,188 $ 3,104,258 $ 832,930 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 9 OTHER CURRENT LIABILITIES Other current liabilities consist of the following: December 31, 2015 2014 Allowance for system removal $ 54,771 $ 277,000 Accrued professional services 67,500 204,675 Accrued taxes 235,162 145,183 Accrued paid time off 108,526 87,319 Other accrued liabilities 13,267 77,107 TOTAL OTHER CURRENT LIABILITIES $ 479,226 $ 791,284 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10– COMMITMENTS AND CONTINGENCIES Operating Lease On September 8, 2009, we entered into a Commercial Lease Agreement (the “Lease”) for 10,578 square feet of office and warehouse space expiring on June 30, 2015. On December 8, 2014, we entered into a Lease Extension Agreement (the “Lease Extension”), wherein we extended the Lease through June 30, 2020. The Lease Extension contains a renewal provision under which we may renew the Lease for an additional five year period under the same terms and conditions. Rent expense for the years ended December 31, 2015 and 2014 was $214,147 and $232,927, respectively. A summary of the monthly base rent per the Lease and the Lease Extension follows: 2016 $ 14,188 2017 $ 16,613 2018 $ 15,052 2019 $ 15,503 2020 $ 15,968 As of December 31, 2015, future minimum rental payments are as follows: Years Ending 2016 $ 184,806 2017 189,990 2018 183,330 2019 188,830 Through June 30, 2020 95,810 Total $ 842,766 Debt Maturity As of December 31, 2015, future debt payments due are as follows: Years Total Loan Senior (1) Notes Mandatorily 2016 $ 882,996 $ — $ — $ 441,498 $ 441,498 2017 — — — 2018 6,666,667 6,666,667 — — — 2019 6,666,667 6,666,667 — — — 2020 6,666,666 6,666,666 — — — Thereafter 56,770,456 — 56,770,456 — — Total $ 77,653,452 $ 20,000,000 $ 56,770,456 $ 441,498 $ 441,498 (1) Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $34,072,409, which represents this amount less debt discount of $22,698,047. |
AGREEMENT WITH HEALTHCOR
AGREEMENT WITH HEALTHCOR | 12 Months Ended |
Dec. 31, 2015 | |
Agreement With Healthcor | |
AGREEMENT WITH HEALTHCOR | NOTE 11 – AGREEMENT WITH HEALTHCOR On April 21, 2011, we entered into a Note and Warrant Purchase Agreement (as subsequently amended) (the “HealthCor Purchase Agreement”) with HealthCor. Pursuant to the HealthCor Purchase Agreement, we sold Senior Secured Convertible Notes to HealthCor in the principal amount of $9,316,000 and $10,684,000, respectively (collectively the “2011 HealthCor Notes”). The 2011 HealthCor Notes have a maturity date of April 20, 2021. We also issued Warrants to HealthCor for the purchase of an aggregate of up to 5,488,456 and 6,294,403 shares, respectively, of our Common Stock at an exercise price of $1.40 per share (collectively the “2011 HealthCor Warrants”). So long as no event of default has occurred, the outstanding principal balances of the 2011 HealthCor Notes accrue interest from April 21, 2011 through April 20, 2016 (the “First Five Year Note Period”) at the rate of 12.5% per annum, compounding quarterly and shall be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar quarter. Interest accruing from April 21, 2016 through April 20, 2021 (the “Second Five Year Note Period”) at a rate of 10% per annum, compounding quarterly, may be paid quarterly in arrears in cash or, at our option, such interest may be added to the outstanding principal balances of the 2011 HealthCor Notes on the last day of each calendar. From the date any event of default occurs, the interest rate, then applicable, shall be increased by five percent (5%) per annum. HealthCor has the right, upon an event of default, to declare due and payable any unpaid principal amount of the 2011 HealthCor Notes then outstanding, plus previously accrued but unpaid interest and charges, together with the interest then scheduled to accrue (calculated at the default rate described in the immediately preceding sentence) through the end of the First Five Year Note Period or the Second Five Year Note Period, as applicable. At any time after April 21, 2011, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2011 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $1.25 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2011 HealthCor Notes. As of December 31, 2015, the underlying shares of our Common Stock related to the 2011 HealthCor Notes totaled approximately 29,000,000. On January 31, 2012, we entered into the Second Amendment to the HealthCor Purchase Agreement with HealthCor (the “Second Amendment”) amending the HealthCor Purchase Agreement, and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $2,329,000 and $2,671,000, respectively (collectively the “2012 HealthCor Notes”). As provided by the Second Amendment, the 2012 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five Year Note Period” and other terms to take into account the timing of the issuance of the 2012 HealthCor Notes. The 2012 HealthCor Notes have a maturity date of January 30, 2022. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 30, 2012, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2012 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $1.25 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2012 HealthCor Notes. As of December 31, 2015, the underlying shares of our Common Stock related to the 2012 HealthCor Notes totaled approximately 6,000,000. On August 20, 2013, we entered into a Third Amendment to the HealthCor Purchase Agreement with HealthCor (the “Third Amendment”) to redefine our minimum cash balance requirements. Previously we were required to maintain a minimum cash balance of $5,000,000 and should we drop below that balance, it triggered a default. The Third Amendment allowed for a reduced minimum cash period, as defined in the HealthCor Purchase Agreement, which allowed us to drop below $5,000,000, but not below $4,000,000. All other terms and conditions of the HealthCor Purchase Agreement, including all amendments thereto, remain the same. Upon entering the reduced minimum cash period (which occurred on October 7, 2013), we had 120 days to return our minimum cash balance to the original $5,000,000. On January 16, 2014, we increased our cash balance to in excess of the original $5,000,000 minimum allowable balance. On January 16, 2014, we entered into a Fourth Amendment to the HealthCor Purchase Agreement with HealthCor (the “Fourth Amendment”) and sold Senior Secured Convertible Notes to HealthCor in the principal amounts of $2,329,000 and $2,671,000 (collectively the ‘‘2014 HealthCor Notes’’). As provided by the Fourth Amendment, the 2014 HealthCor Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five Year Note Period” and other terms to take into account the timing of the issuance of the 2014 HealthCor Notes. The 2014 HealthCor Notes have a maturity date of January 15, 2024. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. At any time after January 16, 2014, HealthCor is entitled to convert any portion of the outstanding and unpaid accrued interest on and principal balances of the 2014 HealthCor Notes into fully paid and non-assessable shares of our Common Stock at a conversion rate of $0.40 per share, subject to adjustment in accordance with anti-dilution provisions set forth in the 2014 HealthCor Notes. Additionally we issued Warrants to HealthCor for the purchase of an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price of $0.40 per share (collectively the “2014 HealthCor Warrants”). As of December 31, 2015, the underlying shares of our Common Stock related to the 2014 HealthCor Notes totaled approximately 16.000.000. On December 4, 2014, we entered into a Fifth Amendment to the HealthCor Purchase Agreement (the “Fifth Amendment”) with HealthCor and certain additional investors (such additional investors, the “New Investors” and, collectively with HealthCor Partners Fund, LP, the “Investors”) and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $6,000,000,with a conversion price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Notes”) and (ii) additional Warrants for an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share of $0.52 (subject to adjustment as described therein) (the “Fifth Amendment Warrants”). As provided by the Fifth Amendment, the Fifth Amendment Notes are in substantially the same form as the 2011 HealthCor Notes, with changes to the “Issuance Date,” “Maturity Date,” “First Five Year Note Period” and other terms to take into account the timing of the issuance of the Fifth Amendment Notes. The Fifth Amendment Notes have a maturity date of February 16, 2025. In addition, the provisions regarding interest payments, interest acceleration, optional conversion, negative covenants, and events of default, preemptive rights and registration rights are the same as those of the 2011 HealthCor Notes. The New Investors are composed of all but one of our current directors and one of our officers. On February 17, 2015, the Company and the Investors closed on the transactions contemplated by the Fifth Amendment. In connection with this closing, the Company and the Investors entered into an Amended and Restated Pledge and Security Agreement (the “Amended Security Agreement”), amending and restating that certain Pledge and Security Agreement dated as of April 20, 2011, and an Amended and Restated Intellectual Property Security Agreement (the “Amended IP Security Agreement”), amending and restating that certain Intellectual Property Security Agreement dated as of April 20, 2011. As of December 31, 2015, the underlying shares of our Common Stock related to the Fifth Amendment Notes totaled approximately 2,000,000 to HealthCor and 11,000,000 to the New Investors. On March 31, 2015, we entered into the Sixth Amendment to the HealthCor Purchase Agreement (the “Sixth Amendment”) pursuant to which, among other things, (i) the requirement to maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to permit the HealthCor Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of our Common Stock sold pursuant to the HealthCor Purchase Agreement. On March 31, 2015, we also issued a warrant to HealthCor to purchase up to an aggregate of 1,000,000 shares of our Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the HealthCor Purchase Agreement (the “Sixth Amendment Warrant”). The Sixth Amendment Warrant has an exercise price per share of $0.53 (subject to adjustment as described therein) and an expiration date of March 31, 2025. On June 26, 2015, we (i) entered into a Seventh Amendment to the HealthCor Purchase Agreement (the “Seventh Amendment”) pursuant to which the HealthCor Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the Credit Agreement entered into with PDL BioPharma, Inc., as administrative agent and lender (the “Lender”) (the “PDL Credit Agreement”); (ii) executed an Amendment to the Registration Rights Agreement between the Company and HealthCor dated April 21, 2011 (the “RR Agreement”) pursuant to which the RR Agreement was amended to make its priority of registration consistent with the Registration Rights Agreement executed by the Company and Lender (as detailed in NOTE 12 NOTE 12 Accounting Treatment When issuing debt or equity securities convertible into common stock at a discount to the fair value of the common stock at the date the debt or equity financing is committed, a company is required to record a beneficial conversion feature (“BCF”) charge. We had three separate issuances of equity securities convertible into common stock that qualify under this accounting treatment, (i) the 2011 HealthCor Notes, (ii) the 2012 HealthCor Notes and (iii) the 2014 HealthCor Notes. Because the conversion option and the 2011 HealthCor Warrants on the 2011 HealthCor Notes were originally classified as a liability when issued due to the down round provision and the removal of the provision requiring liability treatment, and subsequently reclassified to equity on December 31, 2011 when the 2011 HealthCor Notes were amended, only the accrued interest capitalized as payment in kind (‘‘PIK’’) since reclassification qualifies under this accounting treatment. The face amount of the 2012 and 2014 HealthCor Notes and all accrued PIK interest also qualify for this accounting treatment. During years ended December 31, 2015 and 2014, we recorded a BCF of $2,316,231 and $3,440,235 respectively. The BCF was recorded as a charge to debt discount and a credit to additional paid in capital, with the debt discount, using the effective interest method, amortized to interest expense over the term of the notes. As Warrants were issued with the Fifth Amendment Notes, the proceeds were allocated to the instruments based on relative fair value as the warrants did not contain any features requiring liability treatment and therefore were classified as equity. The warrants issued with the Sixth Amendment also did not contain features requiring liability accounting and were recorded at fair value on the date of issuance with the offsetting credit recorded in equity. The value allocated to the Fifth Amendment Warrants was $1,093,105, which was recorded as debt discount with the credit to additional paid in capital. The value allocated to the Sixth Amendment Warrant was $378,000, which was recorded as debt costs with the credit to additional paid in capital. The discount associated with the Fifth Amendment Notes ($98,555) and the expense related to the Sixth Amendment ($8,669) are amortized to interest expense using the effective interest method. We recorded an aggregate of $2,267,814 and $2,152,055 in interest expense for the years ended December 31, 2015 and 2014, respectively, related to these transactions. The carrying value of the debt with HealthCor and the New Investors at December 31, 2015 approximates fair value as the interest rates used are those currently available to us and would be considered level 3 inputs under the fair value hierarchy. |
LOAN AND SECURITY AGREEMENT WIT
LOAN AND SECURITY AGREEMENT WITH COMERICA BANK AND BRIDGE BANK | 12 Months Ended |
Dec. 31, 2015 | |
Loan And Security Agreement With Comerica Bank And Bridge Bank | |
LOAN AND SECURITY AGREEMENT WITH COMERICA BANK AND BRIDGE BANK | NOTE 12 LOAN AND SECURITY AGREEMENT WITH COMERICA BANK AND BRIDGE BANK On August 31, 2011, we entered into and closed a Loan and Security Agreement (the Revolving Line) with Comerica Bank (Comerica) and Bridge Bank, National Association (Bridge Bank) (collectively the Banks) providing for a $20,000,000 revolving line of credit. On June 30, 2014, the Revolving Line, previously due on that date was extended to July 31, 2014. On July 31, 2014, we allowed the Revolving Line to terminate pursuant to its terms, at which time the outstanding balance of $982,255 was repaid. Pursuant to the terms of the Revolving Line, as amended, we issued Warrants to the Banks to purchase an aggregate of 1,428,572 shares of our Common Stock. The Warrants have an exercise price of $1.10 per share and expire on January 15, 2020. The fair value of the Warrants at issuance was $1,535,714, with an additional $64,286 added pursuant to an amendment, all of which has been recorded as deferred financing costs. The deferred financing costs were amortized to interest expense over the term of the Revolving Line and were fully amortized as of June 30, 2014. The Warrants have not been exercised as of December 31, 2015. During the years ended December 31, 2015 and 2014, $0 and $284,692, respectively, was amortized to interest expense in the accompanying consolidated financial statements. |
AGREEMENT WITH PDL BIOPHARMA, I
AGREEMENT WITH PDL BIOPHARMA, INC. | 12 Months Ended |
Dec. 31, 2015 | |
Agreement With Pdl Biopharma Inc. | |
AGREEMENT WITH PDL BIOPHARMA | NOTE 13 – AGREEMENT WITH PDL BIOPHARMA, INC. On June 26, 2015, we entered into a Credit Agreement with PDL BioPharma, Inc., as administrative agent and lender (“the Lender”) (the “PDL Credit Agreement”). Under the PDL Credit Agreement the Lender made available to us up to $40 million in two tranches of $20 million each. Certain covenants of the PDL Credit Agreement include (a) in the event that a milestone relating to the placement of 9,000 billable units occurs on or before October 31, 2015, the Lender will fund us $20 million (the “Tranche One Loan”) and (b) in the event that additional milestones relating to (i) the placement of 27,750 billable units and (ii) the Company recording earnings before interest, tax, depreciation, and amortization (EBITDA) of not less than $7,000,000 on an annualized basis for the three calendar month period prior to the funding (on or before June 30, 2017), the Lender will fund us an additional $20 million (the “Tranche Two Loan” and, together with the Tranche One Loan, the “Loans”). Outstanding borrowings under the Tranche One Loan bear interest at the rate of 13.5% per annum, payable quarterly in arrears. Outstanding borrowings under the Tranche Two Loan bear interest at the rate of 13.0% per annum, payable quarterly in arrears. From the date any event of default occurs, the interest rate shall be increased five percent (5%) per annum. The PDL Credit Agreement includes a minimum cash balance requirement of $3,250,000 and should we drop below $3,250,000, it will trigger a default. The $3,250,000 has been recorded as restricted cash on the consolidated balance sheets at December 31, 2015. On October 7, 2015, the Company entered into a First Amendment (the “First Amendment”) to the PDL Credit Agreement. The First Amendment modified the conditions precedent to the funding of each tranche, such that, among other things, we no longer need to attain a specified milestone relating to the placement of our products in order for the Lender to fund us the Tranche One Loan. Contemporaneously with the execution of the First Amendment we borrowed the Tranche One Loan and issued to the Lender a term note in the principal amount of $20 million (the “Tranche One Term Note”), payable in accordance with the terms of the Credit Agreement, as amended. The First Amendment also included a revision to the Tranche Two Milestone, which changed from a minimum of 27,750 billable units (defined as one unit for each room control platform and two units for each nurse station monitor) to 31,500 Bed Equivalent Units (defined as a billable unit plus 14 units for each head-end server operating as the communication center and fractional units for mobile assets as applicable). Once funded, the PDL Credit Agreement requires interest only payments for the first eight interest payment dates and principal plus interest payments will commence on the ninth interest payment date. We may elect to pay a portion of the interest due in the form of additional loans (interest paid in kind) during the first eight interest payment dates. The first principal payment on the Tranche One Term Note is due on January 8, 2018 in the amount of $1,666,667, with similar amounts due quarterly thereafter with the final payment due on October 8, 2020. Each tranche will mature on the fifth anniversary of the date borrowed. We may elect to prepay the Loans at any time without any premium or penalty, subject to certain conditions. The obligations under the PDL Credit Agreement are secured by a pledge of substantially all of the assets of the Company and certain of its domestic subsidiaries. We executed a Subordination and Intercreditor Agreement (the “Subordination and Intercreditor Agreement”), with the Lender, HealthCor and the New Investors (as defined in NOTE 11 The PDL Credit Agreement contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the Company and the Lender, including, among others, the provision of annual and quarterly reports, maintenance of property, insurance, compliance with laws and contractual obligations and payment of taxes. The PDL Credit Agreement contains customary negative covenants for transactions of this type and other negative covenants agreed to by the Company and the Lender, including, among others, restrictions on the incurrence of indebtedness, the granting of liens, making restricted payments and investments, entering into affiliate transactions and transferring assets. The PDL Credit Agreement also provides for a number of customary events of default, including payment, bankruptcy, covenant, representation and warranty and judgment defaults. Contemporaneously with the execution of the PDL Credit Agreement, we issued to the Lender a warrant to purchase 4,444,445 shares of our Common Stock at an exercise price of $0.45 per share, subject to adjustment as described therein (the “PDL Warrant”). The PDL Warrant expires on June 26, 2025. Pursuant to the terms of the First Amendment we amended and restated the PDL Warrant, reducing the exercise price per share from $0.45 to $0.40 (the “Amended Warrant”). All other provisions of the Amended Warrant remained unchanged. In addition, contemporaneously with the execution of the PDL Credit Agreement the Company and the Lender executed (i) a Registration Rights Agreement pursuant to which the Company agreed to provide the Lender with certain registration rights with respect to the shares of Common Stock issuable upon exercise of the PDL Warrant (the “PDL RRA”), (ii) a Guarantee and Collateral Agreement (the “Guarantee and Collateral Agreement”) pursuant to which certain of our subsidiaries guaranteed the performance of our obligations under the PDL Credit Agreement and granted the Lender a security interest in such subsidiaries’ tangible and intangible assets securing our performance of the same, and (iii) a Patent Security Agreement and a Trademark Security Agreement pursuant to which we granted the Lender a security interest in a certain subsidiary’s tangible and intangible assets securing the performance of our obligations under the PDL Credit Agreement. Accounting Treatment In connection with the Credit Agreement, we issued the PDL Warrant to the Lender. The fair value of the PDL Warrant at issuance was $1,257,778, which has been recorded as deferred issuance costs in the accompanying consolidated financial statements. The deferred debt issuance costs associated with the PDL Credit Agreement are recorded as assets in accordance with the accounting standards as the PDL Credit Agreement is considered to be a credit facility and the warrants were payment for the facility and not the drawdowns. These costs are amortized to interest expense using the straight line method over the term of the Credit Agreement. Upon amendment of the PDL Warrant, we evaluated whether there was an increase in fair value which would require recognition of additional costs. No such increase in fair value was noted and no adjustment to the PDL Warrant valuation was necessary. Through December 31, 2015, $91,840 was amortized to interest expense. The PDL Warrant has not been exercised. We also incurred certain financing costs totaling $805,917 in the accompanying consolidated financial statements. These costs have been recorded as deferred financing costs and are being amortized to interest expense over the term of the Credit Agreement. Through December 31, 2015, $74,071 has been amortized. |
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
JOINT VENTURE AGREEMENT | NOTE 14 JOINT VENTURE AGREEMENT On November 16, 2009, we entered into a Master Investment Agreement (the Rockwell Agreement) with Rockwell Holdings I, LLC, a Wisconsin limited liability (Rockwell). Under the terms of the Rockwell Agreement, we used funds from Rockwell to fully implement the CareView System in Hillcrest Medical Center in Tulsa, Oklahoma (Hillcrest) and Saline Memorial Hospital in Benton, Arkansas (Saline) (the Project Hospital(s)). CareView-Hillcrest, LLC and CareView-Saline, LLC were created as the operating entities for the Project Hospitals under the Rockwell Agreement (the Project LLC(s) ). Rockwell and the Company own 50% of each Project LLC. We contributed our intellectual property rights and hospital contract with each Project Hospital and Rockwell contributed cash to be used for the purchase of equipment for the Project LLCs. Rockwell provided $1,151,205 as the initial funding, $575,603 was provided under promissory notes (the Project Notes) and $575,602 was provided under an investment interest (Rockwells Preferential Return). We classified Rockwells Preferential Return as a liability since it represents an unconditional obligation by us and is recorded in mandatorily redeemable equity in joint venture on the accompanying consolidated financial statements. The Project Notes and Rockwells Preferential Returns both earn interest at the rate of ten percent (10%) and are secured by a security interest in all of the equipment in the Project Hospitals, intellectual property rights, and the Project Hospital Contract. In accordance with GAAP, we determined the Project LLCs are VIEs based on the fact that the total equity investment at risk was not sufficient to finance the entities activities without additional financial support. We consolidate the Project LLCs as we have the power to direct the activities and an obligation to absorb losses of the VIEs. We have no contractual liability to Rockwell with respect to the repayment obligations of the Project LLCs. As additional consideration to Rockwell for providing the funding, we granted Rockwell Warrants to purchase 1,151,206 shares of our Common Stock on the date of the Rockwell Agreement, and using the Black-Scholes Model valued the Warrants at $1,124,728 (the Project Warrant). The Project Warrant is classified as equity and is included in additional paid-in-capital on the accompanying consolidated financial statements. We allocated the proceeds to the Project Warrant, the Project Notes and Preferential Returns based on the relative fair value. The originally recorded debt discount of $636,752 was amortized over the expected life of the debt and was fully amortized at December 31, 2015. Hillcrest notified us of its desire to terminate its hospital agreement effective January 27, 2012. This termination resulted in the loss of monthly revenue totaling approximately $20,000, which revenue was used to make payments on our indebtedness to Rockwell. To date, we have incurred system removal costs of approximately $3,000 for removing our equipment from the hospital premises. We currently have approximately 100 units remaining on site at Hillcrest. Included in other current liabilities in the accompanying consolidated financial statements is an allowance for system removal totaling $10,250 to reserve for the removal of the remaining units. As of December 31, 2015 and 2014, the Project LLCs indebtedness to Rockwell, including principal and interest totaled approximately $1,139,000 and $1,075,000, respectively. On March 18, 2014, the Project Notes and Rockwells Preferential Returns, previously due on June 30, 2014 (the June 2014 extensions), were extended to June 30, 2015. On February 19, 2015, the Project Notes and Rockwells Preferential Returns were extended to June 30, 2016. In conjunction with an August 2013 extension of the due dates of the Project Notes and Rockwells Preferential Returns to December 31, 2013, the expiration date of the Project Warrant was also extended from November 16, 2014 to November 16, 2015. In October 2015, the expiration date of the Project Warrant was further extended from November 16, 2015 to November 16, 2017. In both cases, all other provisions of the Project Warrant remained unchanged. The Project Warrant were revalued in August 2013 resulting in a $25,327 increase in fair value, which has been recorded as non-cash costs included in general and administration expense in the accompanying consolidated financial statements. The Project Warrant were also revalued in October 2015 resulting in a $102,457 increase in fair value, which has been recorded as non-cash costs included in general and administration expense in the accompanying consolidated financial statements. CareView, as 50% owner of the LLCs, is currently negotiating with Rockwell to settle the debt of the LLCs through the issuance of shares of CareViews Common Stock. Although CareView anticipates that this settlement will be forthcoming in the near future, CareView and the LLCs can give no assurances that a settlement will be negotiated, or if negotiated and settled, that it will be through the issuance of CareViews Common Stock. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entities | |
VARIABLE INTEREST ENTITIES | NOTE 15 VARIABLE INTEREST ENTITIES The Company consolidates VIEs of which it is the primary beneficiary. The liabilities recognized as a result of consolidating these VIEs do not necessarily represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIEs. Conversely, assets recognized as a result of consolidating these VIEs do not represent additional assets that could be used to satisfy claims against our general assets. The total consolidated VIE assets and liabilities reflected on our consolidated balance sheets at December 31, 2015 and 2014 are as follows: 2015 2014 Assets Cash $ 2,146 $ 2,770 Receivables 4,731 2,365 Total current assets 6,877 5,135 Property, net 50,382 46,762 Total assets $ 57,259 $ 51,897 Liabilities Accounts payable $ 132,170 $ 122,558 Notes payable 441,498 441,594 Mandatorily redeemable interest 441,498 441,594 Accrued interest 261,450 191,596 Other current liabilities 26,936 24,889 Total liabilities $ 1,303,552 $ 1,222,231 The financial performance of the consolidated VIEs reflected on our consolidated statements of operations for the years ended December 31, 2015 and 2014 is as follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Revenue, net $ 28,388 $ 28,452 Network operations expense 16,655 16,665 General and administrative expense 3,177 (12,089 ) Depreciation 49,091 50,771 Total operating costs 68,923 55,347 Operating income (loss) (40,535 ) (26,895 ) Other income (expense) (89,629 ) (89,785 ) Loss before taxes (130,164 ) (116,680 ) Provision for taxes Net loss (130,164 ) (116,680 ) Net loss attributable to noncontrolling interest (65,082 ) (58,340 ) Net loss attributable to CareView Communications, Inc. $ (65,082 ) $ (58,340 ) |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Variable Interest Entities | Variable Interest Entities We use a qualitative analysis to determine if we are the primary beneficiary of a VIE. We consider whether the enterprises variable interest or interests give it a controlling financial interest in a VIE. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a VIE that most significantly impacts the entitys economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the entity, that could potentially be significant to the VIE. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain cash at financial institutions that at times may exceed federally insured limits. We have never experienced any losses related to these funds. The Company periodically deposits cash with financial institutions in excess of the maximum federal insurance limits (FDIC) of $250,000 per bank. |
Restricted Cash | Restricted Cash At December 31, 2015, we recorded $3,250,000 of restricted cash in other assets on the consolidated balance sheet. The restricted cash is associated with our minimum cash requirement as stipulated in our credit agreement with PDL BioPharma, Inc. See further discussion in Note 13 |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable past due more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs are charged to operating expense as incurred. We include Network Equipment in fixed assets upon receipt, and begin depreciating the Network Equipment when such equipment passes our incoming inspection and is available for use. We attribute no salvage value to the Network Equipment and depreciation is computed using the straight-line method based on the estimated useful life of seven years. Also using the straight-line method, depreciation of office and test equipment, warehouse equipment and furniture is based on the estimated useful lives of the assets, generally three years for office and test equipment, and five years for warehouse equipment and furniture. |
Allowance for System Removal | Allowance for System Removal We would remove the CareView System from customer premises due to a number of factors; including, but not limited to, collection/revenue performance issues and contract expiration/non-renewal. We regularly evaluate the installed CareView Systems for such factors and an allowance is set up based on the estimated cost of removal. As of December 31, 2015 and 2014, an allowance of $54,771 and $277,000, respectively, was recorded. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Carrying values of property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include, but are not limited to: · Significant declines in an assets market price; · Significant deterioration in an assets physical condition; · Significant changes in the nature or extent of an assets use or operation; · Significant adverse changes in the business climate that could impact an assets value, including adverse actions or assessments by regulators; · Accumulation of costs significantly in excess of original expectations related to the acquisition or construction of an asset; · Current-period operating or cash flow losses combined with a history of such losses or a forecast that demonstrates continuing losses associated with an assets use; and · Expectations that it is more likely than not that an asset will be sold or otherwise disposed of significantly before the end of our previously estimated useful life. If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. Assessments also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then a loss is recorded for the difference between the assets fair value and respective carrying value. The fair value of the assets is determined using an income approach based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include: market size and growth, market share, projected selling prices, manufacturing cost and discount rate. Our estimates are based upon our historical experience, our commercial relationships, market conditions and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate; however, unanticipated events and changes in market conditions could affect such estimates resulting in the need for an impairment charge in future periods. During the years ended December 31, 2015 and 2014, no impairment was recognized. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Costs regarding the development of software to be sold, leased or otherwise marketed are subject to capitalization beginning when a products technological feasibility has been established and ending when a product is available for general release to customers. We did not capitalize any such costs during 2015 or 2014. |
Intellectual Property | Intellectual Property We capitalize certain costs of developing software upon the establishment of technological feasibility and prior to the availability of the product for general release to customers for our CareView System in accordance with accounting principles generally accepted in the United States of America (GAAP). Capitalized costs are reported at the lower of unamortized cost or net realizable value and are amortized over the estimated useful life of the CareView System not to exceed five years. Additionally, we test our intangible assets for impairment whenever circumstances indicate that their carrying value may not be recoverable. No impairment was recorded for the years ended December 31, 2015 and 2014. Intellectual property is comprised of purchased and internally developed software costs totaling approximately $2,800,000, all of which was capitalized prior to 2008 and was fully amortized at December 31, 2012. During the years ended December 31, 2015 and 2014, we capitalized no additional intellectual property costs. |
Patents and Trademarks | Patents and Trademarks We have capitalized certain costs related to registering trademarks and patent pending technology. In accordance with GAAP, we amortize our intangible assets with a finite life on a straight-line basis, over 10 years for trademarks and 20 years for patents. We begin amortization of these costs on the date patents or trademarks are awarded. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are recorded on the balance sheet at fair value and changes in fair value are recorded in earnings at each reporting date in accordance with GAAP. See Fair Value of Financial Instruments NOTE 4 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments and they are considered Level 1 assets under the fair value hierarchy. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of the our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Level 2 Level 3 The Company’s financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability discussed in NOTE 4 The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December, 31: Description Assets/ Quoted Prices Significant Significant Fair value of warrant liability 2015 $ (168,805 ) $ — $ — $ (168,805 ) 2014 $ (301,864 ) $ — $ — $ (301,864 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31: Fair Value Measurements Using 2015 2014 Balance, beginning of period $ (301,864 ) $ (370,865 ) Issuances of derivative liabilities — — Change in fair value of warrant liability 133,059 69,001 Transfers in and/out of Level 3 — — Balance, end of period $ (168,805 ) $ (301,864 ) The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 financial instrument presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with GAAP, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of a sales arrangement exists, when the selling price is fixed or determinable, when installation and official acceptance by the facility occurs, and when collection is probable. Because we consolidate our financial statements, 100% of the revenue generated by the Project LLCs is included in our results with all intra-company accounts and transactions eliminated in consolidation. We offer CareView’s services through a subscription-based contract with each facility for a standard term of three to five years. We begin to bill monthly subscription fees to the facility upon official acceptance of the CareView System by the facility. The contract requires the facility to pay us the subscription fee monthly. During the term of the contract, we provide continuous monitoring of the CareView System and are required to maintain and service all CareView System equipment. If the customer requires additional products or services, the contract is amended accordingly. |
Earnings Per Share | Earnings Per Share We calculate earnings per share (EPS) in accordance with GAAP, which requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period under the treasury stock method. Such potential dilutive common shares consist of stock options, warrants to purchase our Common Stock (the Warrants) and convertible debt. Potential common shares totaling approximately 108,000,000 and 94,000,000 at December 31, 2015 and 2014, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for all share-based payments granted and amended based on the grant date fair value estimated in accordance with GAAP . |
Debt Discount Costs | Debt Discount Costs Costs incurred with parties who are providing long-term financing, with Warrants issued with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and Warrants. These discounts are generally amortized over the life of the related debt, using the effective interest rate method or other methods approximating the effective interest method. Additionally, convertible debt issued with a beneficial conversion feature is recorded at a discount based on the difference in the effective conversion price and the fair value of the Companys stock on the date of issuance, if any. Outstanding debt is presented net of any such discounts on the accompanying consolidated financial statements. |
Deferred Debt Issuance and Financing Costs | Deferred Debt Issuance and Financing Costs Costs incurred through the issuance of Warrants to parties who are providing long-term financing availability, which includes revolving credit lines, are reflected as deferred debt issuance based on the fair value of the Warrants issued. Costs incurred with third parties related to issuance of debt are recorded as deferred financing costs. These costs are generally amortized over the life of the financing instrument using the effective interest rate method or other methods approximating the effective interest method. Amounts associated with our senior secured convertible notes are netted with the outstanding debt on the accompanying consolidated financial statements while amount associated with credit facilities are presented in other assets on the accompanying consolidated financial statements. |
Installation Costs | Installation Costs We defer all costs associated with the installation of the CareView System into a particular hospital until the CareView System is fully operational and accepted by the hospital. Upon acceptance, the associated costs are expensed ratably over the life of the hospital contract. These costs are included in network operations on the accompanying consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs We expense all shipping and handling costs as incurred. These costs are included in network operations on the accompanying consolidated financial statements. |
Advertising Costs | Advertising Costs We consider advertising costs as costs associated with the promotion of our products through the various media outlets and trade shows. We expense all advertising costs as incurred. Our advertising expense for the years ended December 31, 2015 and 2014 totaled approximately $222,000 and $0, respectively. |
Concentration of Credit Risks and Customer Data | Concentration of Credit Risks and Customer Data We derive all of our revenues from hospitals. For the year ended December 31, 2015, 96 hospitals accounted for all of our revenue. During 2015 IASIS Healthcare Corporation (IASIS), Community Health Systems, Inc. (CHS) (CHS acquired Health Management Associates, Inc. (HMA) in January, 2014) and Tenet Healthsystems Medical, Inc., accounted for 33%, 20% and 15% of our net revenues, respectively. For the year ended December 31, 2014, 91 hospitals accounted for all of our revenue. During 2014 IASIS Healthcare Corporation (IASIS), Community Health Systems, Inc. (CHS) (CHS acquired Health Management Associates, Inc. (HMA) in January, 2014) and Tenet Healthsystems Medical, Inc., accounted for 49%, 21% and 12% of our net revenues, respectively. |
Use of Estimates | Use of Estimates Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In April 2015, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) No. 2015-03, In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities reported at fair value and measured on a recurring basis | The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis at December, 31: Description Assets/ Quoted Prices Significant Significant Fair value of warrant liability 2015 $ (168,805 ) $ — $ — $ (168,805 ) 2014 $ (301,864 ) $ — $ — $ (301,864 ) |
Schedule of summary of changes in fair value associated with the Level 3 liabilities | The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended December 31: Fair Value Measurements Using 2015 2014 Balance, beginning of period $ (301,864 ) $ (370,865 ) Issuances of derivative liabilities — — Change in fair value of warrant liability 133,059 69,001 Transfers in and/out of Level 3 — — Balance, end of period $ (168,805 ) $ (301,864 ) |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of assumptions used in the Black-Scholes Model - Warrants and Options | The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.37-2.49% 2.86% Volatility 60.02-77.14% 78.88% Expected life 5-10 10 Dividend yield 0.00% 0.00% The assumptions used in the Black-Scholes Model during the years ended December 31, 2015 and 2014 are set forth in the table below. 2015 2014 Risk-free interest rate 1.41-1.74% 1.59-1.83% Volatility 61.00-71.86% 72.82-75.42% Expected life 6 6 Dividend yield 0.00% 0.00% |
Schedule of warrant activity | A summary of our Warrants activity and related information follows: Number of Range of Weighted Weighted Balance at December 31, 2013 34,465,822 $0.52-$1.65 $ 0.96 4.0 Granted 4,000,000 $0.40 $ 0.40 9.0 Exercised (3,554,750 ) Expired (312,500 ) Balance at December 31, 2014 34,598,572 $0.40-$1.65 $ 0.93 4.2 Granted 9,191,752 $0.33-$0.52 $ 0.46 9.3 Exercised Expired (8,592,626 ) Balance at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 Vested and Exercisable at December 31, 2015 35,197,698 $0.33-$1.65 $ 0.82 5.6 |
Schedule of stock option activity | A summary of our Option activity and related information follows: Number of Weighted Average Weighted Aggregate Balance at December 31, 2013 12,747,476 $ 0.59 6.9 $ — Granted 1,688,000 $ 0.42 Exercised — Expired (44,999 ) Forfeited (116,667 ) Balance at December 31, 2014 14,273,810 $ 0.54 6.3 $ — Granted 2,393,500 $ 0.47 Exercised — Expired (6,795,471 ) Forfeited (521,172 ) Balance at December 31, 2015 9,350,667 $ 0.58 7.6 $ 15,705 Vested and Exercisable at December 31, 2015 4,817,823 $ 0.66 6.7 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax reconciliation | The differences between the actual income tax benefit and the amount computed by applying the statutory federal tax rate (35%) to the loss before taxes are as follows: Years Ended December 31, 2015 2014 Expected income tax benefit at statutory rate $ (5,699,747 ) $ (5,078,523 ) Debt discount amortization 700,029 700,000 Permanently disallowed interest 914,129 734,499 Other permanent differences 41,515 42,696 State income tax benefit, net of tax effect at state statutory rate 1,438 Deferred pool true-ups/corrections related to: Amortization 2,857,686 Net operating losses 232,567 (14,579 ) Other 104,765 86,041 Change in valuation account 3,706,742 670,742 Income tax expense (benefit) $ $ |
Schedule of components of deferred tax assets | The components of the deferred tax assets and liabilities are as follows: December 31, 2015 2014 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 21,321,688 $ 19,138,526 Accrued interest 4,199,730 2,837,284 Stock based compensation 1,556,344 1,281,952 Amortization of intangible assets 441,399 496,012 Depreciation of fixed assets (57,012 ) 36,318 Accrued expenses 96,284 151,783 Research and development credit carry-forward 29,084 29,084 Donations 11,241 10,541 Total deferred tax assets 27,598,758 23,981,500 Deferred tax liability-beneficial conversion feature (2,589,615 ) (2,679,098 ) Valuation allowance for deferred tax assets (25,009,143 ) (21,302,402 ) Deferred tax assets, net of valuation allowance $ $ |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Current Assets | |
Schedule of other current assets | Other current assets consist of the following: December 31, 2015 2014 Prepaid expenses $ 467,137 $ 254,998 Other current assets 3,938 21,912 TOTAL OTHER CURRENT ASSETS $ 471,075 $ 276,910 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following: December 31, 2015 2014 Network equipment $ 11,310,494 $ 10,753,542 Office equipment 200,683 160,890 Vehicles 158,803 132,797 Test equipment 115,712 87,059 Furniture 81,838 75,673 Warehouse equipment 9,524 6,867 Leasehold improvements 5,121 5,121 11,882,175 11,221,949 Less: accumulated depreciation (7,398,736 ) (5,877,157 ) TOTAL PROPERTY AND EQUIPMENT $ 4,483,440 $ 5,344,792 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following: December 31, 2015 Cost Accumulated Net Patents and trademarks $ 420,137 $ 53,706 $ 366,431 Other intangible assets 56,263 41,929 14,334 TOTAL INTANGIBLE ASSETS $ 476,400 $ 95,635 $ 380,765 December 31,2014 Cost Accumulated Amortization Net Patents and trademarks $ 271,142 $ 26,157 $ 244,985 Other intangible assets 51,464 35,166 16,298 TOTAL INTANGIBLE ASSETS $ 322,606 $ 61,323 $ 261,283 |
Schedule of other assets | Other assets consist of the following: December 31, 2015 Cost Accumulated Amortization Net Deferred debt issuance costs $ 1,257,778 $ 91,840 $ 1,165,938 Deferred financing costs 805,917 74,070 731,847 Deferred installation costs 1,787,869 1,220,982 566,887 Prepaid license fee 249,999 71,038 178,962 Security deposit 46,124 46,124 TOTAL OTHER ASSETS $ 4,147,687 $ 1,457,930 $ 2,689,758 December 31,2014 Cost Accumulated Amortization Net Deferred installation costs $ 1,457,098 $ 865,647 $ 591,451 Deferred debt issuance costs 1,600,000 1,600,000 Prepaid license fee 249,999 54,644 195,355 Deferred closing costs 583,967 583,967 Security deposit 46,124 46,124 TOTAL OTHER ASSETS $ 3,937,188 $ 3,104,258 $ 832,930 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | Other current liabilities consist of the following: December 31, 2015 2014 Allowance for system removal $ 54,771 $ 277,000 Accrued professional services 67,500 204,675 Accrued taxes 235,162 145,183 Accrued paid time off 108,526 87,319 Other accrued liabilities 13,267 77,107 TOTAL OTHER CURRENT LIABILITIES $ 479,226 $ 791,284 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of monthly base rent per the Lease and the Lease Extension | A summary of the monthly base rent per the Lease and the Lease Extension follows: 2016 $ 14,188 2017 $ 16,613 2018 $ 15,052 2019 $ 15,503 2020 $ 15,968 |
Schedule of future minimum rental payments | As of December 31, 2015, future minimum rental payments are as follows: Years Ending 2016 $ 184,806 2017 189,990 2018 183,330 2019 188,830 Through June 30, 2020 95,810 Total $ 842,766 |
Schedule of future debt payments | As of December 31, 2015, future debt payments due are as follows: Years Total Loan Senior (1) Notes Mandatorily 2016 $ 882,996 $ — $ — $ 441,498 $ 441,498 2017 — — — 2018 6,666,667 6,666,667 — — — 2019 6,666,667 6,666,667 — — — 2020 6,666,666 6,666,666 — — — Thereafter 56,770,456 — 56,770,456 — — Total $ 77,653,452 $ 20,000,000 $ 56,770,456 $ 441,498 $ 441,498 (1) Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $34,072,409, which represents this amount less debt discount of $22,698,047. |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entities | |
Schedule of VIE assets and liabilities and results of operations | The total consolidated VIE assets and liabilities reflected on our consolidated balance sheets at December 31, 2015 and 2014 are as follows: 2015 2014 Assets Cash $ 2,146 $ 2,770 Receivables 4,731 2,365 Total current assets 6,877 5,135 Property, net 50,382 46,762 Total assets $ 57,259 $ 51,897 Liabilities Accounts payable $ 132,170 $ 122,558 Notes payable 441,498 441,594 Mandatorily redeemable interest 441,498 441,594 Accrued interest 261,450 191,596 Other current liabilities 26,936 24,889 Total liabilities $ 1,303,552 $ 1,222,231 The financial performance of the consolidated VIEs reflected on our consolidated statements of operations for the years ended December 31, 2015 and 2014 is as follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Revenue, net $ 28,388 $ 28,452 Network operations expense 16,655 16,665 General and administrative expense 3,177 (12,089 ) Depreciation 49,091 50,771 Total operating costs 68,923 55,347 Operating income (loss) (40,535 ) (26,895 ) Other income (expense) (89,629 ) (89,785 ) Loss before taxes (130,164 ) (116,680 ) Provision for taxes Net loss (130,164 ) (116,680 ) Net loss attributable to noncontrolling interest (65,082 ) (58,340 ) Net loss attributable to CareView Communications, Inc. $ (65,082 ) $ (58,340 ) |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Numbershares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Numbershares | |
FDIC insured limit | $ 250,000 | $ 250,000 | |
Allowance for system removal | 54,771 | 54,771 | $ 277,000 |
Intangible assets, Net | 380,765 | $ 380,765 | 261,283 |
Advertising costs | $ 222,000 | $ 0 | |
Anti-dilutive common share equivalents excluded from EPS calculation | shares | 108,000,000 | 94,000,000 | |
Upper Range [Member] | |||
Amortization period for intangible assets | 7 years | ||
Revenue recognition contracts term | 3 years | ||
Lower Range [Member] | |||
Revenue recognition contracts term | 5 years | ||
Concentration [Member] | Revenue [Member] | |||
Number of hospital clients | Number | 96 | 91 | |
IASIS Healthcare [Member] | Concentration [Member] | Revenue [Member] | |||
Concentration percentage | 33.00% | 49.00% | |
HMA Group [Member] | Concentration [Member] | Revenue [Member] | |||
Concentration percentage | 20.00% | 21.00% | |
Tenet Healthsystems Medical [Member] | Concentration [Member] | Revenue [Member] | |||
Concentration percentage | 15.00% | 12.00% | |
Purchased and Internally Developed Software Costs [Member] | |||
Intangible assets, Net | $ 2,800,000 | $ 2,800,000 | |
Patents [Member] | |||
Amortization period for intangible assets | 20 years | ||
Trademarks [Member] | |||
Amortization period for intangible assets | 10 years | ||
Warehouse Equipment And Furniture [Member] | |||
Estimated useful life of property and equipment | 5 years | ||
Office And Test Equipment [Member] | |||
Estimated useful life of property and equipment | 3 years | ||
Network Equipment [Member] | |||
Estimated useful life of property and equipment | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair value of warrant liability | $ (168,805) | $ (301,864) |
Recurring Measurement [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair value of warrant liability | (168,805) | (301,864) |
Recurring Measurement [Member] | Fair Value [Member] | ||
Fair value of warrant liability | $ (168,805) | $ (301,864) |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Change in Fair Value of Level 3 Liabilities | ||
Balance, beginning of period | $ (301,864) | $ (370,865) |
Change in fair value of warrant liability | 133,059 | 69,001 |
Balance, end of period | $ (168,805) | $ (301,864) |
LIQUIDITY AND MANAGEMENTS PLAN
LIQUIDITY AND MANAGEMENTS PLAN (Details Narrative) - USD ($) | Oct. 07, 2015 | Dec. 31, 2015 | Jun. 26, 2015 | Dec. 31, 2014 | Jan. 16, 2014 | Dec. 31, 2013 | Aug. 19, 2013 |
Cash and cash equivalents | $ 17,678,969 | $ 2,546,262 | $ 4,125,180 | ||||
Minimum cash balance required under existing loan documents | 2,000,000 | $ 5,000,000 | $ 5,000,000 | ||||
Proceeds from issuance of debt, net | $ 19,533,992 | ||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | |||||||
Minimum cash balance required under existing loan documents | $ 3,250,000 | ||||||
Debt face amount | 40,000,000 | ||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | Tranche One Debt [Member] | |||||||
Debt face amount | 20,000,000 | 20,000,000 | |||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | Tranche Two Debt [Member] | |||||||
Debt face amount | $ 20,000,000 | $ 20,000,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 139,380,748 | 139,380,748 |
Common stock, shares outstanding | 139,380,748 | 139,380,748 |
Warrants exercised | 3,554,750 | 627,351 |
Noncash exercise of warrants, shares forfeited for exercise | 2,927,399 |
STOCKHOLDERS' EQUITY (Details37
STOCKHOLDERS' EQUITY (Details Narrative 1) - USD ($) | Oct. 02, 2015 | Aug. 12, 2015 | Jun. 26, 2015 | Mar. 31, 2015 | Dec. 04, 2014 | Jan. 16, 2014 | Feb. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 17, 2015 | Dec. 31, 2013 |
Warrants exercised | 3,554,750 | 627,351 | |||||||||
Senior secured convertible notes | $ 33,729,093 | $ 22,834,641 | |||||||||
HealthCor Purchase Agreement (the "Fourth Amendment") [Member] | |||||||||||
Warrant exercise price (in dollars per share) | $ 0.40 | ||||||||||
Fair value of the warrants | $ 1,146,732 | ||||||||||
Senior secured convertible notes | 5,000,000 | ||||||||||
Fair value of convertible debt | $ 5,000,000 | ||||||||||
Debt conversion rate | $ 0.40 | ||||||||||
HealthCor Purchase Agreement (the "Fourth Amendment") [Member] | Senior Convertible Notes - 2014 Issuance [Member] | |||||||||||
Warrants issued for financing costs, warrants | 4,000,000 | ||||||||||
HealthCor Purchase Agreement (the "Fifth Amendment") [Member] | |||||||||||
Fair value of the warrants | $ 1,093,105 | ||||||||||
Senior secured convertible notes | $ 6,000,000 | 6,000,000 | |||||||||
Fair value of convertible debt | $ 7,336,615 | ||||||||||
Debt conversion rate | $ 0.52 | $ 0.52 | |||||||||
Warrants issued for financing costs, warrants | 3,692,308 | ||||||||||
HealthCor Purchase Agreement (the "Fifth Amendment") [Member] | Senior Convertible Notes - 2014 Issuance [Member] | |||||||||||
Warrants issued for financing costs, warrants | 3,692,307 | ||||||||||
Warrants Revalued [Member] | |||||||||||
Fair value of warrants at re-value | 168,805 | 301,864 | |||||||||
Fair value adjustment recorded as non-cash costs | $ 133,059 | $ 69,001 | |||||||||
Warrants [Member] | |||||||||||
Warrants exercised | (3,554,750) | ||||||||||
Warrants outstanding | 50,000 | 5,000 | |||||||||
Warrant exercise price (in dollars per share) | $ 0.34 | $ 0.33 | $ 0.82 | $ 0.93 | $ 0.96 | ||||||
Change in fair value of warrants, amortized to interest expense | $ 284,692 | ||||||||||
Term of warrants granted | 5 years | 5 years | |||||||||
Fair value of the warrants | $ 8,800 | $ 855 | |||||||||
Warrants [Member] | PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | |||||||||||
Warrants outstanding | 4,444,445 | ||||||||||
Warrant exercise price (in dollars per share) | $ 0.40 | ||||||||||
Fair value of the warrants | $ 1,257,778 | ||||||||||
Warrant expiration date | Jun. 26, 2025 | ||||||||||
Purchase Agreement Warrants [Member] | |||||||||||
Warrants outstanding | 1,000,000 | ||||||||||
Warrant exercise price (in dollars per share) | $ 0.53 | ||||||||||
Fair value of the warrants | $ 378,000 | ||||||||||
Warrant expiration date | Mar. 31, 2025 |
STOCKHOLDERS' EQUITY (Details38
STOCKHOLDERS' EQUITY (Details Narrative 2) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2015 | Nov. 30, 2015 | Aug. 31, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 25, 2015 | Dec. 31, 2013 | Sep. 30, 2009 | Dec. 03, 2007 | |
Options granted | 2,393,500 | 1,688,000 | ||||||||||||||
Options outstanding | 9,350,667 | 14,273,810 | 9,350,667 | 14,273,810 | 12,747,476 | |||||||||||
Weighted average grant date fair value of options | $ 0.29 | $ 0.35 | ||||||||||||||
Share-based compensation expense | $ 774,322 | $ 714,123 | ||||||||||||||
Unrecognized estimated compensation expense | $ 1,039,000 | $ 1,039,000 | ||||||||||||||
Period for recognization of unrecognized compensation expense | 1 year 7 months 6 days | |||||||||||||||
Exercise price of options granted | $ 0.47 | $ 0.42 | ||||||||||||||
2009 Stock Incentive Plan [Member] | ||||||||||||||||
Shares reserved for option under the plan | 10,000,000 | |||||||||||||||
Vesting period | 3 years | |||||||||||||||
Expiration period | 10 years | |||||||||||||||
Options granted | 10,000,000 | |||||||||||||||
Options outstanding | 6,774,927 | 6,774,927 | ||||||||||||||
2009 Stock Incentive Plan [Member] | Stock Options [Member] | Employee [Member] | ||||||||||||||||
Options granted | 56,444 | 348,000 | 20,000 | 20,000 | ||||||||||||
Exercise price of options granted | $ 0.53 | $ 0.480 | $ 0.56 | $ 0.68 | ||||||||||||
2009 Stock Incentive Plan [Member] | Stock Options [Member] | Director [Member] | ||||||||||||||||
Options granted | 150,000 | 150,000 | ||||||||||||||
Exercise price of options granted | $ 0.68 | $ 0.40 | ||||||||||||||
2009 Stock Incentive Plan [Member] | Stock Options [Member] | Director [Member] | ||||||||||||||||
Options granted | 500,000 | 500,000 | ||||||||||||||
Exercise price of options granted | $ 0.68 | $ 0.40 | ||||||||||||||
2015 Option Plan [Member] | ||||||||||||||||
Shares reserved for option under the plan | 5,000,000 | |||||||||||||||
Vesting period | 3 years | |||||||||||||||
Expiration period | 10 years | |||||||||||||||
Options granted | 2,337,056 | |||||||||||||||
Options outstanding | 2,257,056 | 2,257,056 | ||||||||||||||
2015 Option Plan [Member] | Stock Options [Member] | Employee [Member] | ||||||||||||||||
Options granted | 523,500 | 50,000 | 5,000 | 50,000 | ||||||||||||
Exercise price of options granted | $ 0.26 | $ 0.31 | $ 0.50 | $ 0.50 | ||||||||||||
2015 Option Plan [Member] | Stock Options [Member] | Certain Employee [Member] | ||||||||||||||||
Options granted | 558,556 | |||||||||||||||
Exercise price of options granted | $ 0.53 | |||||||||||||||
2015 Option Plan [Member] | Stock Options [Member] | Mr. Allen Wheeler [Member] | ||||||||||||||||
Options granted | 150,000 | |||||||||||||||
Exercise price of options granted | $ 0.53 | |||||||||||||||
2007 Stock Incentive Plan [Member] | ||||||||||||||||
Shares reserved for option under the plan | 8,000,000 | |||||||||||||||
Vesting period | 3 years | |||||||||||||||
Expiration period | 10 years | |||||||||||||||
Options granted | 8,000,000 | |||||||||||||||
Options outstanding | 318,684 | 318,684 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options [Member] | ||
Black-Scholes Model: | ||
Expected life | 6 years | 6 years |
Dividend yield | 0.00% | 0.00% |
Stock Options [Member] | Lower Range [Member] | ||
Black-Scholes Model: | ||
Risk-free interest rate | 1.41% | 1.59% |
Volatility | 61.00% | 72.82% |
Stock Options [Member] | Upper Range [Member] | ||
Black-Scholes Model: | ||
Risk-free interest rate | 1.74% | 1.83% |
Volatility | 71.86% | 75.42% |
Warrants [Member] | ||
Black-Scholes Model: | ||
Risk-free interest rate | 2.86% | |
Volatility | 78.88% | |
Expected life | 10 years | |
Dividend yield | 0.00% | 0.00% |
Warrants [Member] | Lower Range [Member] | ||
Black-Scholes Model: | ||
Risk-free interest rate | 1.37% | |
Volatility | 60.02% | |
Expected life | 5 years | |
Warrants [Member] | Upper Range [Member] | ||
Black-Scholes Model: | ||
Risk-free interest rate | 2.49% | |
Volatility | 77.14% | |
Expected life | 10 years |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | 12 Months Ended | ||
Dec. 31, 2015$ / shares$ / Unitshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | |
Number of shares under warrant | |||
Warrants exercised | shares | 3,554,750 | 627,351 | |
Warrants [Member] | |||
Number of shares under warrant | |||
Warrants outstanding, beginning | shares | 34,598,572 | 34,465,822 | |
Warrants granted | shares | 9,191,752 | 4,000,000 | |
Warrants exercised | shares | (3,554,750) | ||
Warrants expired | shares | (8,592,626) | (312,500) | |
Warrants outstanding, ending | shares | 35,197,698 | 34,598,572 | 34,465,822 |
Vested and Exercisable | shares | 35,197,698 | ||
Weighted Average Exercise Price | |||
Warrant exercise price, beginning | $ 0.93 | $ 0.96 | |
Warrants granted | 0.46 | 0.40 | |
Warrant exercise price, ending | $ 0.82 | $ 0.93 | $ 0.96 |
Vested and Exercisable | $ / Unit | 0.82 | ||
Weighted Average Remaining Contractual Life | |||
Warrarnt term, ending | 5 years 7 months 6 days | 4 years 2 months 12 days | 4 years |
Warrants granted | 9 years 3 months 18 days | 9 years | |
Vested and Exercisable | 5 years 7 months 6 days | ||
Warrants [Member] | Lower Range [Member] | |||
Weighted Average Exercise Price | |||
Warrant exercise price, beginning | $ 0.40 | $ 0.52 | |
Warrants granted | 0.33 | ||
Warrant exercise price, ending | $ 0.33 | 0.40 | $ 0.52 |
Vested and Exercisable | $ / Unit | 0.33 | ||
Warrants [Member] | Upper Range [Member] | |||
Weighted Average Exercise Price | |||
Warrant exercise price, beginning | $ 1.65 | 1.65 | |
Warrants granted | 0.52 | 0.40 | |
Warrant exercise price, ending | $ 1.65 | $ 1.65 | $ 1.65 |
Vested and Exercisable | $ / Unit | 1.65 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number Options | |||
Stock Options Outstanding, Beginning | 14,273,810 | 12,747,476 | |
Granted | 2,393,500 | 1,688,000 | |
Expired | (6,795,471) | (44,999) | |
Cancelled | (521,172) | (116,667) | |
Stock Options Outstanding, Ending | 9,350,667 | 14,273,810 | 12,747,476 |
Stock Options, vested and exercisable | 4,817,823 | ||
Weighted Average Exercise Price | |||
Stock Options Outstanding, Beginning | $ 0.54 | $ 0.59 | |
Granted | 0.47 | 0.42 | |
Stock Options Outstanding, Ending | 0.58 | $ 0.54 | $ 0.59 |
Stock Options, vested and exercisable | $ 0.66 | ||
Weighted Average Remaining Contractual Life | |||
Stock Options Outstanding, Beginning | 7 years 7 months 6 days | 6 years 3 months 18 days | 6 years 10 months 24 days |
Stock Options, vested and exercisable | 6 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Stock Options Outstanding, Ending | $ 15,705 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory federal tax rate | 35.00% | |
Increase in deferred tax valuation allowance | $ 3,706,742 | $ 670,742 |
Unrealized deferred tax sharebased compensation | 490,000 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating tax loss-carryforward | 13,000,000 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating tax loss-carryforward | $ 6,100,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax reconciliation | ||
Expected income tax benefit at statutory rate | $ (5,699,747) | $ (5,078,523) |
Debt discount amortization | 700,029 | 700,000 |
Permanently disallowed interest | 914,129 | 734,499 |
Other permanent differences | 41,515 | 42,696 |
State income tax benefit, net of tax effect at state statutory rate | 1,438 | |
Deferred pool true-ups/corrections related to: | ||
Amortization | 2,857,686 | |
Net operating losses | 232,567 | (14,579) |
Other | 104,765 | 86,041 |
Change in valuation account | $ 3,706,742 | $ 670,742 |
Income tax expense (benefit) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Tax benefit of net operating loss carry-forward | $ 21,321,688 | $ 19,138,526 |
Accrued interest | 4,199,730 | 2,837,284 |
Stock based compensation | 1,556,344 | 1,281,952 |
Amortization of intangible assets | 441,399 | 496,012 |
Depreciation of fixed assets | (57,012) | 36,318 |
Accrued expenses | 96,284 | 151,783 |
Research and development credit carry-forward | 29,084 | 29,084 |
Donations | 11,241 | 10,541 |
Total deferred tax assets | 27,598,758 | 23,981,500 |
Deferred tax liability | (2,589,615) | (2,679,098) |
Valuation allowance for deferred tax assets | $ (25,009,143) | $ (21,302,402) |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Other Current Assets | ||
Prepaid expenses | $ 467,137 | $ 254,998 |
Other current assets | 3,938 | 21,912 |
TOTAL OTHER CURRENT ASSETS | $ 471,075 | $ 276,910 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,693,128 | $ 1,623,723 |
PROPERTY AND EQUIPMENT (Detai47
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,882,175 | $ 11,221,949 |
Less: accumulated depreciation | (7,398,736) | (5,877,157) |
Property and equipment, net | 4,483,440 | 5,344,792 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,310,494 | 10,753,542 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 200,683 | 160,890 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 158,803 | 132,797 |
Test Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 115,712 | 87,059 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 81,838 | 75,673 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,524 | 6,867 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,121 | $ 5,121 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 476,400 | $ 322,606 |
Accumulated Amortization | 95,635 | 61,323 |
Intangible assets, Net | 380,765 | 261,283 |
Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 420,137 | 271,142 |
Accumulated Amortization | 53,706 | 26,157 |
Intangible assets, Net | 366,431 | 244,985 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 56,263 | 51,464 |
Accumulated Amortization | 41,929 | 35,166 |
Intangible assets, Net | $ 14,334 | $ 16,298 |
OTHER ASSETS (Details 1)
OTHER ASSETS (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 4,147,687 | $ 3,937,188 |
Accumulated Amortization | 1,457,930 | 3,104,258 |
Other assets | 2,689,758 | 832,930 |
Deferred Debt Issuance Costs [Member] | ||
Cost | 1,257,778 | 1,600,000 |
Accumulated Amortization | 91,840 | 1,600,000 |
Other assets | 1,165,938 | |
Deferred Financing Costs [Member] | ||
Cost | 805,917 | |
Accumulated Amortization | 74,070 | |
Other assets | 731,847 | |
Deferred Installation Costs [Member] | ||
Cost | 1,787,869 | 1,457,098 |
Accumulated Amortization | 1,220,982 | 865,647 |
Other assets | 566,887 | 591,451 |
Prepaid License Fee [Member] | ||
Cost | 249,999 | 249,999 |
Accumulated Amortization | 71,038 | 54,644 |
Other assets | 178,962 | 195,355 |
Security Deposit [Member] | ||
Cost | 46,124 | 46,124 |
Other assets | $ 46,124 | 46,124 |
Deferred Closing Costs [Member] | ||
Cost | 583,967 | |
Accumulated Amortization | $ 583,967 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER CURRENT LIABILITIES: | ||
Allowance for system removal | $ 54,771 | $ 277,000 |
Accrued professional services | 67,500 | 204,675 |
Accrued taxes | 235,162 | 145,183 |
Accrued paid time off | 108,526 | 87,319 |
Other accrued liabilities | 13,267 | 77,107 |
TOTAL OTHER CURRENT LIABILITIES | $ 479,226 | $ 791,284 |
COMMITMENTS AND CONTINGENCIES51
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | |
Description of lease extension | On December 8, 2014, we entered into a Lease Extension Agreement (the Lease Extension), wherein we extended the Lease through June 30, 2020. The Lease Extension contains a renewal provision under which we may renew the Lease for an additional five year period under the same terms and conditions. | |
Area of office and warehouse space | ft² | 10,578 | |
Rent expense | $ 214,147 | $ 232,927 |
Senior secured convertible notes | 33,729,093 | 22,834,641 |
Senior Secured Convertible Notes [Member] | ||
Senior secured convertible notes | 34,072,409 | |
Debt discount | $ 23,041,363 | $ 21,457,970 |
COMMITMENTS AND CONTINGENCIES52
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 14,188 |
2,017 | 16,613 |
2,018 | 15,052 |
2,019 | 15,503 |
2,020 | $ 15,968 |
COMMITMENTS AND CONTINGENCIES53
COMMITMENTS AND CONTINGENCIES (Details 1) | Dec. 31, 2015USD ($) |
Future minimum rental payments for the years endind December 31, | |
2,016 | $ 184,806 |
2,017 | 189,990 |
2,018 | 183,330 |
2,019 | 188,830 |
Through June 30, 2020 | 95,810 |
Total | $ 842,766 |
COMMITMENTS AND CONTINGENCIES54
COMMITMENTS AND CONTINGENCIES (Details 2) | Dec. 31, 2015USD ($) | |
Future debt payments for the year ending December 31, | ||
2,016 | $ 882,996 | |
2,018 | 6,666,667 | |
2,019 | 6,666,667 | |
2,020 | 6,666,666 | |
Thereafter | 56,770,456 | |
Total | 77,653,452 | |
Mandatorily Redeemable Equity in Joint Venture [Member] | ||
Future debt payments for the year ending December 31, | ||
2,016 | 441,498 | |
Total | 441,498 | |
Notes Payable [Member] | ||
Future debt payments for the year ending December 31, | ||
2,018 | 6,666,667 | |
2,019 | 6,666,667 | |
2,020 | 6,666,666 | |
Total | 20,000,000 | |
Senior Secured Convertible Notes [Member] | ||
Future debt payments for the year ending December 31, | ||
Thereafter | 56,770,456 | [1] |
Total | 56,770,456 | [1] |
Notes Payable [Member] | ||
Future debt payments for the year ending December 31, | ||
2,016 | 441,498 | |
Total | $ 441,498 | |
[1] | Senior Secured Convertible Notes are included on the accompanying consolidated financial statements as $34,072,409, which represents this amount less debt discount of $22,698,047. |
AGREEMENT WITH HEALTHCOR (Detai
AGREEMENT WITH HEALTHCOR (Details Narrative) | Dec. 04, 2014USD ($)$ / sharesshares | Jan. 16, 2014USD ($)$ / sharesshares | Jan. 31, 2012USD ($)$ / shares | Apr. 21, 2011USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Feb. 17, 2016shares | Dec. 31, 2015USD ($)Number | Dec. 31, 2014USD ($) | Aug. 19, 2013USD ($) |
Senior secured convertible notes | $ 33,729,093 | $ 22,834,641 | |||||||
Minimum cash balance required under existing loan documents | $ 5,000,000 | 2,000,000 | $ 5,000,000 | ||||||
Beneficial conversion features for senior secured convertible notes | 2,316,231 | 3,440,235 | |||||||
Interest Expense | 9,651,869 | 7,819,340 | |||||||
Senior Secured Convertible Notes [Member] | |||||||||
Senior secured convertible notes | 34,072,409 | ||||||||
Debt discount | 23,041,363 | 21,457,970 | |||||||
HealthCor Partners Fund [Member] | |||||||||
Senior secured convertible notes | $ 2,329,000 | $ 2,329,000 | $ 9,316,000 | ||||||
Debt Maturity Date | Jan. 15, 2024 | Jan. 30, 2022 | Apr. 20, 2021 | ||||||
Warrants issued for financing costs, warrants | shares | 5,488,456 | ||||||||
Exercise price of warrants | $ / shares | $ 1.40 | ||||||||
HealthCor Hybrid Offshore Master Fund [Member] | |||||||||
Senior secured convertible notes | $ 2,671,000 | $ 2,671,000 | $ 10,684,000 | ||||||
Debt Maturity Date | Jan. 15, 2024 | Jan. 30, 2022 | Apr. 20, 2021 | ||||||
Warrants issued for financing costs, warrants | shares | 6,294,403 | ||||||||
Exercise price of warrants | $ / shares | $ 1.40 | ||||||||
Increase in interest rate (per annum) should default occur | 5.00% | ||||||||
Debt conversion rate | $ / shares | $ 1.25 | ||||||||
HealthCor Purchase Agreement [Member] | |||||||||
Warrants issued for financing costs, warrants | shares | 4,000,000 | ||||||||
Increase in interest rate (per annum) should default occur | 5.00% | ||||||||
Debt conversion rate | $ / shares | $ 1.25 | ||||||||
Minimum cash balance required under existing loan documents | $ 4,000,000 | ||||||||
Beneficial conversion features for senior secured convertible notes | 2,316,231 | 3,440,235 | |||||||
Interest Expense | $ 2,267,814 | $ 2,152,055 | |||||||
HealthCor Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | |||||||||
Number of shares the note may be converted into | Number | 29,000,000 | ||||||||
HealthCor Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | First Five Year Note Period [Member] | |||||||||
Interest rate, provided no default | 12.50% | ||||||||
HealthCor Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | Second Five Year Note Period [Member] | |||||||||
Interest rate, provided no default | 10.00% | ||||||||
HealthCor Purchase Agreement [Member] | Senior Convertible Notes - 2012 Issuance [Member] | |||||||||
Number of shares the note may be converted into | Number | 6,000,000 | ||||||||
HealthCor Purchase Agreement [Member] | Senior Convertible Notes - 2014 Issuance [Member] | |||||||||
Number of shares the note may be converted into | Number | 16,000,000 | ||||||||
HealthCor Purchase Agreement (the "Fourth Amendment") [Member] | |||||||||
Senior secured convertible notes | $ 5,000,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.40 | ||||||||
Debt conversion rate | $ / shares | $ 0.40 | ||||||||
HealthCor Purchase Agreement (the "Fourth Amendment") [Member] | Senior Convertible Notes - 2014 Issuance [Member] | |||||||||
Warrants issued for financing costs, warrants | shares | 4,000,000 | ||||||||
HealthCor Purchase Agreement (the "Fifth Amendment") [Member] | |||||||||
Senior secured convertible notes | $ 6,000,000 | ||||||||
Warrants issued for financing costs, warrants | shares | 3,692,308 | ||||||||
Debt conversion rate | $ / shares | $ 0.52 | ||||||||
Number of shares the note may be converted into | Number | 2,000,000 | ||||||||
Debt discount | $ 98,555 | ||||||||
HealthCor Purchase Agreement (the "Fifth Amendment") [Member] | Senior Convertible Notes - 2014 Issuance [Member] | |||||||||
Warrants issued for financing costs, warrants | shares | 3,692,307 | ||||||||
HealthCor Purchase Agreement New Investors (the "Fifth Amendment") [Member] | |||||||||
Number of shares the note may be converted into | Number | 11,000,000 | ||||||||
HealthCor Purchase Agreement (the "Sixth Amendment") [Member] | |||||||||
Warrants issued for financing costs, warrants | shares | 1,000,000 | ||||||||
Debt conversion rate | $ / shares | $ 0.53 | ||||||||
Minimum cash balance required under existing loan documents | $ 2,000,000 | ||||||||
Debt discount | $ 8,669 | ||||||||
HealthCor Purchase Agreemen Warrants (the "Fifth Amendment") [Member] | |||||||||
Debt discount | 1,093,105 | ||||||||
HealthCor Purchase Agreemen Warrants (the "Sixth Amendment") [Member] | |||||||||
Debt discount | $ 378,000 |
LOAN AND SECURITY AGREEMENT W56
LOAN AND SECURITY AGREEMENT WITH COMERICA BANK AND BRIDGE BANK (Details Narrative) | Jul. 31, 2014USD ($) | Aug. 31, 2011USD ($)$ / Unitshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Repayments of lines of credit | $ 982,255 | |||
Interest expense | $ 9,651,869 | 7,819,340 | ||
Comerica Bank and Bridge Bank [Member] | ||||
Revolving line of credit maximum borrowing capacity | $ 20,000,000 | |||
Repayments of lines of credit | $ 982,255 | |||
Warrants issued for financing costs | $ 64,286 | |||
Warrants issued for financing costs, warrants | shares | 1,428,572 | |||
Exercise price of warrants granted | $ / Unit | 1.10 | |||
Interest expense | $ 0 | $ 284,692 | ||
Fair value of warrants | $ 1,535,714 |
AGREEMENT WITH PDL BIOPHARMA,57
AGREEMENT WITH PDL BIOPHARMA, INC. (Details Narrative) | Oct. 07, 2015Number$ / shares | Jun. 26, 2015USD ($)Number$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Oct. 02, 2015USD ($)$ / shares | Aug. 12, 2015USD ($)$ / shares | Dec. 31, 2014$ / shares | Jan. 16, 2014USD ($) | Dec. 31, 2013$ / shares | Aug. 19, 2013USD ($) |
Minimum cash balance required under existing loan documents | $ 2,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||
Warrants [Member] | |||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.82 | $ 0.34 | $ 0.33 | $ 0.93 | $ 0.96 | ||||
Fair value | $ 8,800 | $ 855 | |||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | |||||||||
Debt face amount | $ 40,000,000 | ||||||||
Description of payment terms | Interest only payments for the first eight interest payment dates and principal plus interest payments will commence on the ninth interest payment date. We may elect to pay a portion of the interest due in the form of additional loans (interest paid in kind) during the first eight interest payment dates.Each tranche will mature on the fifth anniversary of the date borrowed. We may elect to prepay the Loans at any time without any premium or penalty, subject to certain conditions. | ||||||||
Description of collateral | Secured by a pledge of substantially all of the assets of the Company and certain of its domestic subsidiaries. | ||||||||
Minimum cash balance required under existing loan documents | $ 3,250,000 | ||||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | Warrants [Member] | |||||||||
Number common stock called | shares | 4,444,445 | ||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.40 | ||||||||
Warrant expiration date | Jun. 26, 2025 | ||||||||
Fair value | $ 1,257,778 | ||||||||
Amortized interest expense | $ 91,840 | ||||||||
Deferred financing costs | 805,917 | ||||||||
Amortized deferred financing costs | 74,071 | ||||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | Tranche One Debt [Member] | |||||||||
Debt face amount | $ 20,000,000 | 20,000,000 | |||||||
Description of debt milestone placement | In the event that a milestone relating to the placement of 9,000 billable units occurs on or before October 31, 2015, | ||||||||
Interest rate | 13.50% | ||||||||
Number of billable units | Number | 9,000 | ||||||||
Date of first required debt repyment | Jan. 8, 2018 | ||||||||
Debt periodic repayment | $ 1,666,667 | ||||||||
PDL BioPharma, Inc (Administrative Agent and Lender) [Member] | Tranche Two Debt [Member] | |||||||||
Debt face amount | $ 20,000,000 | $ 20,000,000 | |||||||
Description of debt milestone placement | (i) the placement of 27,750 billable units and (ii) the Company recording earnings before interest, tax, depreciation, and amortization (EBITDA) of not less than $7,000,000 on an annualized basis for the three calendar month period prior to the funding (on or before June 30, 2017), | ||||||||
Interest rate | 13.00% | ||||||||
Number of billable units | Number | 27,250 | ||||||||
Earning before interest, tax, depreciation, and amortization milestone | $ 7,000,000 | ||||||||
Increase of interest rate if default occurs | 5.00% | ||||||||
PDL BioPharma, Inc (Administrative Agent and Lender) - First Amendment [Member] | Warrants [Member] | |||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.40 | ||||||||
PDL BioPharma, Inc (Administrative Agent and Lender) - First Amendment [Member] | Tranche Two Debt [Member] | |||||||||
Description of debt milestone placement | Tranche Two Milestone, which changed from a minimum of 27,750 billable units (defined as one unit for each room control platform and two units for each nurse station monitor) to 31,500 Bed Equivalent Units (defined as a billable unit plus 14 units for each head-end server operating as the communication center and fractional units for mobile assets as applicable). | ||||||||
Number of billable units | Number | 31,500 |
JOINT VENTURE AGREEMENT (Detail
JOINT VENTURE AGREEMENT (Details Narrative) | Jan. 27, 2012USD ($)Number | Nov. 16, 2009USD ($)shares | Oct. 31, 2015USD ($) | Aug. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Other current liabilities | $ 479,226 | $ 791,284 | ||||
Joint Venture - Rockwell [Member] | ||||||
Percentage owned by company of each joint venture | 50.00% | |||||
Funding by Rockwell into the Joint Venture, cash | $ 1,151,205 | |||||
Promissory note amounts | 575,603 | 1,139,000 | $ 1,075,000 | |||
Investment Interest issued to Rockwell as Preferential Return | $ 575,602 | |||||
Interest rate on project notes and preferential returns, per investment agreement | 10.00% | |||||
Fair value of warrants issued to Rockwell for providing funding | $ 102,457 | $ 25,327 | ||||
Discount on debt recorded | 636,752 | |||||
Monthly revenue lost due to Hillcrest termination | $ 20,000 | |||||
De-installation costs incurred | $ 3,000 | |||||
Number of units remaining at Hillcrest site | Number | 100 | |||||
Other current liabilities | $ 10,250 | |||||
Joint Venture - Rockwell [Member] | Warrants [Member] | ||||||
Warrants issued for financing costs, warrants | shares | 1,151,206 | |||||
Fair value of warrants issued to Rockwell for providing funding | $ 1,124,728 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Receivables | $ 1,176,404 | $ 680,143 |
Total current assets | 19,326,448 | 3,503,315 |
Property, net | 4,483,440 | 5,344,792 |
Total assets | 30,130,411 | 9,942,320 |
Liabilities | ||
Accounts payable | 332,402 | 244,782 |
Mandatorily redeemable interest | 441,498 | |
Accrued interest | 261,450 | 191,596 |
Other current liabilities | 479,226 | 791,284 |
Total liabilities | 55,853,972 | 25,247,355 |
Variable Interest Entity [Member] | ||
Assets | ||
Cash | 2,146 | 2,770 |
Receivables | 4,731 | 2,365 |
Total current assets | 6,877 | 5,135 |
Property, net | 50,382 | 46,762 |
Total assets | 57,259 | 51,897 |
Liabilities | ||
Accounts payable | 132,170 | 122,558 |
Notes payable | 441,498 | 441,594 |
Mandatorily redeemable interest | 441,498 | 441,594 |
Accrued interest | 261,450 | 191,596 |
Other current liabilities | 26,936 | 24,889 |
Total liabilities | $ 1,303,552 | $ 1,222,231 |
VARIABLE INTEREST ENTITIES (D60
VARIABLE INTEREST ENTITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | $ 5,139,450 | $ 3,061,298 |
Network operations expense | 4,597,887 | 3,386,645 |
General and administrative expense | 3,744,095 | 3,282,816 |
Depreciation | 1,727,440 | 1,651,310 |
Total operating costs | 12,000,504 | 9,840,581 |
Operating income (loss) | (6,861,054) | (6,779,283) |
Loss before taxes | $ (16,350,074) | $ (14,510,065) |
Provision for taxes | ||
Net loss attributable to noncontrolling interest | $ (65,082) | $ (58,340) |
Net loss attributable to CareView Communications, Inc. | (16,284,992) | (14,451,725) |
Variable Interest Entity [Member] | ||
Revenue | 28,388 | 28,452 |
Network operations expense | 16,655 | 16,665 |
General and administrative expense | 3,177 | (12,089) |
Depreciation | 49,091 | 50,771 |
Total operating costs | 68,923 | 55,347 |
Operating income (loss) | (40,535) | (26,895) |
Other income (expense) | (89,629) | (89,785) |
Loss before taxes | (130,164) | (116,680) |
Net loss | (130,164) | (116,680) |
Net loss attributable to noncontrolling interest | (65,082) | (58,340) |
Net loss attributable to CareView Communications, Inc. | $ (65,082) | $ (58,340) |