##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   MEDWAVE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    41-1493458
(IRS employer
identification number)
 
 
 þ o
 o þ




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PagePART I.FINANCIAL INFORMATIONItem 1.Financial StatementsBalance Sheets  June 30, 2005 and September 30, 2004
    
    
    2Statements of Operations  Three Months Ended June 30, 2005 and 2004 and Nine Months Ended June 30, 2005 and 2004
    
    
    3Statements of Cash Flows  Nine Months Ended June 30, 2005 and 2004
    
    
    4Notes to Unaudited Financial Statements
    
    
    5Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3.Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4.Controls and Procedures
    
    
    16PART II.OTHER INFORMATIONItem 1.Legal Proceedings
    
    
    17Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3.Defaults upon Senior Securities
    
    
    17Item 4.Submission
of Matters to a Vote of Security Holders
    
    
    17Item 5.Other Information
    
    
    17Item 6.Exhibits
    
    
    18Signatures
    
    
    19Exhibits
    
    
    20-21Certification of Principal Executive and Financial Officer Pursuant to Section 302Certification Pursuant to Section 906
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
  
  June 30
    
    
    September 302005
    
    
    2004(unaudited)
    
    
    (audited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    6,317,658
    
    
    $
    4,793,326Accounts receivable, net
    
    
    93,693
    
    
    
    176,503Inventories, net
    
    
    483,755
    
    
    
    393,039Prepaid expenses
    
    
    272,981
    
    
    
    62,351Total current assets
    
    
    7,168,087
    
    
    
    5,425,219Property and equipment:Research and development equipment
    
    
    33,344
    
    
    
    31,535Office equipment
    
    
    154,610
    
    
    
    114,174Manufacturing and engineering equipment
    
    
    286,178
    
    
    
    285,937Sales and marketing equipment
    
    
    64,259
    
    
    
    113,482Leasehold improvements
    
    
    71,109
    
    
    
    41,913Demonstration equipment
    
    
    25,418
    
    
    
    6,257634,918
    
    
    
    593,298Accumulated depreciation and amortization
    
    
    (418,774
    )
    
    
    (434,798
    )Total net property and equipment
    
    
    216,144
    
    
    
    158,500Patents, net
    
    
    
    
    
    
    1,917Total assets
    
    $
    7,384,231
    
    
    $
    5,585,636Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    384,674
    
    
    $
    342,879Accrued expenses
    
    
    77,657
    
    
    
    113,851Deferred revenue
    
    
    78,411
    
    
    
    60,197Total current liabilities
    
    
    540,742
    
    
    
    516,927Stockholders equity:
    
    
    
    
    
    
    
    

Common stock, .01 par value:Authorized shares50,000,000
Issued and outstanding shares-
June 30, 2005 -11,475,416
September 30, 2004 - 10,058,916
    
    
    114,754
    
    
    
    100,589Additional paid in capital
    
    
    34,360,596
    
    
    
    29,350,188Accumulated deficit
    
    
    (27,631,861
    )
    
    
    (24,382,068
    )Total stockholders equity
    
    
    6,843,489
    
    
    
    5,068,709Total liabilities and stockholders equity
    
    $
    7,384,231
    
    
    $
    5,585,636
 The accompanying notes are an integral part of these unaudited financial statements.
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(Unaudited)
 Three months ended June 30
    
    
    Nine months ended June 302005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Net Sales
    
    $
    202,030
    
    
    $
    223,611
    
    
    $
    743,470
    
    
    $
    660,393Operating expenses:Cost of sales and production
    
    
    156,174
    
    
    
    178,723
    
    
    
    576,491
    
    
    
    461,632Research and development
    
    
    443,199
    
    
    
    123,621
    
    
    
    909,450
    
    
    
    364,948Sales and marketing
    
    
    635,078
    
    
    
    489,389
    
    
    
    1,653,802
    
    
    
    1,212,087General and administrative
    
    
    368,149
    
    
    
    217,864
    
    
    
    943,289
    
    
    
    633,424Operating loss
    
    
    (1,400,570
    )
    
    
    (785,986
    )
    
    
    (3,339,562
    )
    
    
    (2,011,698
    )Other income(expense):Interest income
    
    
    44,012
    
    
    
    8,154
    
    
    
    89,769
    
    
    
    17,402Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,302
    )Net loss
    
    $
    (1,356,558
    )
    
    $
    (777,832
    )
    
    $
    (3,249,793
    )
    
    $
    (2,019,598
    )Net loss per share  Basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.08
    )
    
    $
    (0.30
    )
    
    $
    (0.21
    )Weighted average number of common and
common equivalent shares outstanding  basic and diluted
    
    
    11,436,845
    
    
    
    9,958,647
    
    
    
    10,757,727
    
    
    
    9,472,360
 The accompanying notes are an integral part of these unaudited financial statements.
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(Unaudited)
 Nine months ended June 302005
    
    
    2004Operating activitiesNet loss
    
    $
    (3,249,793
    )
    
    $
    (2,019,598
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    35,128
    
    
    
    26,076Loss on disposal of equipment
    
    
    
    
    
    
    25,302Changes in operating assets and liabilities:Accounts receivable
    
    
    82,810
    
    
    
    39,346Inventories
    
    
    (90,716
    )
    
    
    12,279Prepaid expenses
    
    
    (210,630
    )
    
    
    (24,778
    )Accounts payable
    
    
    41,795
    
    
    
    (64,898
    )Accrued expenses
    
    
    (36,194
    )
    
    
    13,688Deferred revenue
    
    
    18,214
    
    
    
    6,045Net cash used in operating activities
    
    
    (3,409,386
    )
    
    
    (1,986,538
    )Investing ActivitiesPurchase of patent
    
    
    
    
    
    
    (1,917
    )Purchase of property and equipment
    
    
    (90,855
    )
    
    
    (68,303
    )Net cash used in investing activities
    
    
    (90,855
    )
    
    
    (70,220
    )Financing activitiesProceeds from issuance of common stock
    
    
    5,024,573
    
    
    
    5,866,376Increase in cash and cash equivalents
    
    
    1,524,332
    
    
    
    3,809,618Cash and cash equivalents at beginning of period
    
    
    4,793,326
    
    
    
    1,694,648Cash and cash equivalents at end of period
    
    $
    6,317,658
    
    
    $
    5,504,266
 The accompanying notes are an integral part of these unaudited financial statements.
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1.
    
    Basis of PresentationThe financial statements included in this report have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated
under the Securities Exchange Act of 1934. Accordingly, they do not include all of the
information and disclosures required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary for a fair presentation of the
financial information have been included for the interim periods presented. The preparation of
financial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates. Operating results for interim periods
are not necessarily indicative of results that may be expected for the entire fiscal year.
Accordingly, these interim period condensed financial statements should be read in conjunction
with the financial statements contained in the Companys Annual Report on Form 10-K for the
year ended September 30, 2004.2.
    
    InventoriesInventories which consist of material, labor and overhead are valued at the lower of cost or
market on the first-in, first-out (FIFO) method and consist of the following:
 June 30,
    
    
    September 30,2005
    
    
    2004Raw materials
    
    $
    358,842
    
    
    $
    277,726Work-in-process
    
    
    14,074
    
    
    
    Finished goods
    
    
    110,839
    
    
    
    115,313Total
    
    $
    483,755
    
    
    $
    393,039
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3.
    
    Stockholders EquityA summary of changes in stockholders equity for the nine months ended June 30, 2005 is as follows:
 Common Stock.01 Par ValueAdditional
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Paid in Capital
    
    
    Deficit
    
    
    TotalBalance at September 30, 2004
    
    
    10,058,916
    
    
    $
    100,589
    
    
    $
    29,350,188
    
    
    $
    (24,382,068
    )
    
    $
    5,068,709Private Placement- February,
2005 Net of Issuance Cost
    
    
    1,300,000
    
    
    
    13,000
    
    
    
    4,756,738
    
    
    
    
    
    
    
    4,769,738Exercise of Stock Options/Warrant
    
    
    116,500
    
    
    
    1,165
    
    
    
    253,670
    
    
    
    
    
    
    
    254,835Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,249,793
    )
    
    
    (3,249,793
    )Balance at June 30, 2005
    
    
    11,475,416
    
    
    $
    114,754
    
    
    $
    34,360,596
    
    
    $
    (27,631,861
    )
    
    $
    6,843,489
 Stock Based CompensationPro forma information regarding net loss and loss per share is required by Statement 123, and
has been determined as if the Company had accounted for its employee stock options under the
fair value method of Statement 123. The fair value for these 2005 options was estimated at the
date of grant using the Black-Scholes option pricing model with the following assumptions:
risk-free interest rates of 4.14% for the period ended June 30, 2005; dividend yield of 0%;
volatility factor of the expected market price of the Companys common stock of .21, and a
weighted average expected life of the option of five years.The Company granted options to purchase 241,000 shares and 155,500 shares during the nine-month
periods ended June 30, 2005 and 2004 respectively.For purposes of pro forma disclosures, the estimated fair value of the options is amortized to
expense over the options vesting period. The Companys pro forma information is as follows:
 Three months ended June 30
    
    
    Nine months ended June 302005
    
    
    2004
    
    
    2005
    
    
    2004Net loss as reported
    
    $
    (1,356,558
    )
    
    $
    (777,832
    )
    
    $
    (3,249,793
    )
    
    $
    (2,019,598
    )Add: Stock-based employee compensation expense
included in reported net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deduct: Total stock-based employee compensation
determined under fair value method for all awards
    
    
    (132,413
    )
    
    
    (112,062
    )
    
    
    (378,616
    )
    
    
    (329,750
    )Pro forma net loss
    
    $
    (1,488,971
    )
    
    $
    (889,894
    )
    
    $
    (3,628,409
    )
    
    $
    (2,349,348
    )Basis and
diluted loss per share
As reported
    
    
    (0.12
    )
    
    
    (0.08
    )
    
    
    (0.30
    )
    
    
    (0.21
    )Pro forma
    
    
    (0.13
    )
    
    
    (0.09
    )
    
    
    (0.34
    )
    
    
    (0.25
    )
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Shareholder Rights AgreementOn September 29, 2003, the Company adopted a shareholder rights agreement in order to obtain
maximum value for shareholders in the event that a person or group of affiliated persons
obtains 15% or more of the outstanding shares of common stock. To implement the agreement,
Medwave issued a dividend of one right for each share of its common stock held by shareholders
of record as of the close of business on September 30, 2003. Each right initially entitles
shareholders to purchase one share of Medwaves common stock for $50. However, the rights are
not immediately exercisable and will become exercisable only if certain events occur as
discussed above. The rights expire September 30, 2013. The Company, at its option, also holds
certain redemption privileges related to the rights as described in the agreement.3.
    
    Net Loss Per ShareNet loss per share is based on the weighted average number of common shares outstanding in each
year. Diluted earnings per share (EPS) is similar to basic EPS, except that the weighted
average of common shares outstanding is increased to include the additional common shares that
would have been outstanding if the potential dilutive common shares, consisting of shares of
those stock options and warrants for which market price exceeds exercise price, had been
issued. Such common equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive. Therefore, there was no difference between basic and
diluted EPS for each period presented. The number of common equivalent shares excluded from the
calculation was 3,176,700 and 3,269,950 as of June 30, 2005 and 2004, respectively.4.
    
    Stock Purchase AgreementOn February 11, 2005 the Company entered into a Securities Purchase Agreement with certain
investors. Under the terms of the agreement, the Company issued 1,300,000 shares of common
stock yielding $4,769,738 net of issuance costs and issued additional investment rights for the
option to purchase 575,000 shares of Common Stock at a purchase price of $4.00 per share. These
additional investment rights are exercisable for a period of 180 days following, but not
including March 24, 2005.
 
 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
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Overview
  th
      8




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9




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A. Published Studies
 PrincipleDate
    
    Title
    
    Journal/Meeting
    
    Edition/Pages
    
    Invesigator/InstitutionSeptember 1998
    
    Continual
Non-Invasive Blood
Pressure Monitoring
with the
Vasotracä -
Experience in the
Morbidly Obese
    
    Anesthesiology
(Abstract
Published)
    
    Volume 89, No. 3A
    
    Dr. Kumar Bellani,
University of
Minnesota,
Minneapolis, MNSeptember 1999
    
    A New Noninvasive
Method to Measure
Blood Pressure
Results of a
Multicenter Trial
    
    Anesthesiology
    
    Volume 91, No. 3.
    
    Dr. Kumar Bellani,
University of
Minnesota,
Minneapolis, MNOctober 2004
    
    Self-Reported
Sensitivity to
Continuous
Noninvasive Blood
Pressure Monitoring
via the Radial
Artery
    
    Journal of
Psychosomatic
Research
    
    Pages 119-121
    
    Bruce H. Friedman,
Virginia Polytechnic
Institute and State
University,
Blacksburg, VAOctober 2004
    
    Use of a Radial
Artery Compression
Device for
Non-Invasive,
Near-Continuous
Blood Pressure
Monitoring in the
Emergency
Department
    
    The American
Journal of
Emergency Medicine
    
    Volume 22, No.6
    
    Dr. Stephen Thomas,
Mass. General
Hospital/Harvard
Medical School;
Boston MedFlight,
Boston MAJanuary/March 2005
    
    Near-Continuous,
Noninvasive Blood
Pressure Monitoring
in the
Out-of-Hospital
Setting
    
    Prehospital
Emergency Care
Journal
    
    Volume 9/No. 1
    
    Dr. Stephen Thomas,
Mass. General
Hospital/Harvard
Medical School;
Boston MedFlight,
Boston MAMarch 2005
    
    Validation of a
Noninvasive Blood
Pressure Monitoring
Device in
Normotensive and
Hypertensive
Pediatric Intensive
Care Patients
    
    Journal of Clinical
Monitoring and
Computing
    
    Volume 18, Issue 4
    
    Dr. Mark J. Heulitt,
University of
Arkansas for Medical
Sciences,
Little Rock, ARMay 2005
    
    Comparison of the
Vasotrac with
Invasive Arterial
Blood Pressure
Monitoring in
Children Following
Pediatric Cardiac
Surgery
    
    Anesthesia &
Analgesia
    
    Vol. 100 No. 5
    
    Dr. Peter C. Laussen,
Childrens Hospital
Boston,
Boston, MA
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B. Abstracts and Poster Presentations
 PrincipleDate
    
    Title
    
    Journal/Meeting
    
    Edition/Pages
    
    Invesigator/InstitutionSeptember 1998
    
    Continual
Non-Invasive Blood
Pressure Monitoring
with the
Vasotracä -
Experience in the
Morbidly Obese
    
    Anesthesiology
(Abstract
Published)
    
    Volume 89, No. 3A
    
    Dr. Kumar Bellani,
University of Minnesota,
Minneapolis, MNOctober 1998
    
    A New Noninvasive
Method to Measure
Blood Pressure
Results of a
Multicenter Trial
    
    American Society of
Anesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Kumar Bellani,
University of Minnesota,
Minneapolis, MNOctober 2000
    
    Comparison of The
Vasotrac BP Monitor
with the Arm Cuff
Methods
    
    American Society of
Anesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Thomas Hartmann,
University of Vienna
and Dr. Kumar Bellani,
University of Minnesota,
Minneapolis, MNOctober 2000
    
    Assessment of the
Vasotrac Blood
Pressure Monitor
During Deliberate
Hypotension
    
    American Society of
Anesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Thomas Hartmann,
University of Vienna
and Dr. Kumar Bellani,
University of Minnesota,
Minneapolis, MNOctober 2000
    
    Radial Artery Blood
Pressure Monitoring
in Children with
the Vasotrac - A
Preliminary Report
    
    American Society of
Anesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Kumar Bellani,
University of Minnesota,
Minneapolis, MNMarch 2002
    
    The Vasotrac
Accurately Reflects
Pharmacologically
Induced
Cardiovascular
Changes
    
    International
Anesthesia Research
Society
    
    Abstract and/or
Poster Presentation
    
    Dr. Liviu C. Poliac,
University of Minnesota,
Minneapolis, MNMay 2002
    
    Systolic and
Diastolic Time
Intervals Obtained
Noninvasively using
the Vasotrac
    
    European Society of
Anaesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Liviu C. Poliac,
University of Minnesota,
Minneapolis, MNOctober 2002
    
    Validation of a
Noninvasive Blood
Pressure Monitoring
Device in
Normotensive and
Hypertensive
Pediatric Intensive
Care Patients
    
    Biomedical
Engineering Society
Annual Fall Meeting
    
    Abstract and/or
Poster Presentation
    
    Dr. Mark J. Heulitt,
University of Arkansas
for Medical Sciences,
Little Rock, AROctober 2003
    
    Use of a Radial
Artery Compression
Device for
Non-Invasive,
Near-Continuous
Blood Pressure
Monitoring in the
Emergency Dept.
    
    American College
of Emergency
Physicians
    
    Abstract and/or
Poster Presentation
    
    Dr. Stephen Thomas,
Mass. General
Hosp./Harvard Medical
School; Boston
MedFlight,
Boston MAMay 2004
    
    Near-Continuous,
Noninvasive Blood
Pressure Monitoring
in the
Out-of-Hospital
Setting
    
    The Society for
Academic Emergency
Medicines Annual
Meeting
    
    Abstract and/or
Poster Presentation
    
    Dr. Stephen Thomas,
Mass. General
Hosp./Harvard Medical
School; Boston
MedFlight,
Boston MAOctober 2004/
December 2004
    
    Intraoperative
Blood Pressure
Measurement on the
Wrist is More
Accurate than on
the Upper Arm in
Morbidly Obese
Patients
    
    American Society of
Anesthesiologists,
Post Graduate
Assembly of
Anesthesiologists
    
    Abstract and/or
Poster Presentation
    
    Dr. Helmut Hager,
Washington University,
St. Louis, MO
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C. Published Textbooks
 Title
    
    Editor
    
    Publisher
    
    DateMorbid Obesity:Peri-operative
Management
    
    Dr. Adrian Alvarez
    
    Cambridge University Press
    
    
    2004
 D. Ongoing Projects
 Project/Study
    
    Facility
    
    Completion
    
    Primary InvestigatorAccuracy of the
Vasotrac System
compared to the
invasive arterial
catheter
    
    University of Arizona
    
    TBA
    
    Dr. Stephen BarkerAccuracy of
Vasotrac with
indwelling arterial
catheter during
corrective spinal
surgery
    
    Childrens Hospital Boston
    
    TBA
    
    Dr. Peter Laussen
 General
    12




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ä
 Recent Developments
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Results of Operations
      .
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Liquidity and Capital Resources
       Off-Balance Sheet Arrangements
  Contractual Obligations
  PAYMENTS DUE BY PERIODTOTAL
    
    
    1 YEAR OR LESS
    
    
    1-3 YEARS
    
    
    3-5 YEARSOperating lease commitments
    
    $
    706,935
    
    
    $
    186,189
    
    
    $
    404,605
    
    
    $
    116,141
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Critical Accounting Policies and Estimates
  Revenue Recognition
  Stock-Based Compensation
   Impairment of Long-Lived Assets
  Accounts Receivable
  
 ITEM
3. Quantitative and Qualitative Disclosures about Market Risk
  
 ITEM 4. Controls and Procedures
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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 ITEM
3. Defaults upon Senior Securities
  
 ITEM
4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
 (A)
    
    Not applicable(B)
    
    During the period covered by this report, there were no material changes to the
Companys procedures by which security holders may recommend nominees to the Companys
Board of Directors.
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ITEM 6. Exhibits
 (A)
    
    EXHIBITS:
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Articles of Incorporation (1)3.2
    
    Amendment to Articles of Incorporation (2)3.3
    
    Amended and Restated Bylaws (1)3.4
    
    Amendments to Bylaws (2)4.1
    
    Shareholders Rights Plan dated September 29, 2003 (3)10.1
    
    Form of Securities Purchase Agreement dated February 10, 2005 in
and among Medwave, Inc. and the Investors named therein
(4)10.2
    
    Amendment to Commercial Lease dated January 20, 2005 between the
Company and Hawthorne North Realty Trust (5)10.3
    
    Third Lease Modification and Extension Agreement dated
January 26, 2005 between the Company and AMB Property, L.P.
(5)31.1
    
    Certification of the principal executive officer and principal
financial officer, pursuant to Rule
13a  14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (6)32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002
(6)
 
 (1)
    
    Incorporated by reference to Medwave, Inc.s Registration Statement on Form SB-2, Registration No. 33-96878C.(2)
    
    Incorporated by reference to Medwave, Inc.s Registration Statement on Form S-3, Registration No. 333-103477.(3)
    
    Incorporated by reference to Medwave, Inc.s Form 8-A12G filed on October 3, 2003.(4)
    
    Incorporated by reference to Medwave, Inc.s Current Report on Form 8-K filed on February 11, 2005.(5)
    
    Incorporated by reference to Medwave, Inc.s Quarterly Report on Form 10-Q filed on May 13, 2005.(6)
    
    Filed herewith. 18




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SIGNATURES
  Date: August 12, 2005
    Medwave, Inc.By:

/s/
Timothy J. OMalleyTimothy J. OMalleyPresident and Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer) 19