SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 FOR QUARTER ENDED November 30, 1996COMMISSION FILE NUMBER 0-16664 ______________________________ GENETIC LABORATORIES WOUND CARE, INC. State of Incorporation: Minnesota I.R.S. Employer Identification No: 41-1604048 Executive Offices: 2726 Patton Road, St. Paul, MN 55113 Telephone Number: (612) 633-0805 ______________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____ ______________________________ On November 30, 1996, there were 2,401,100 shares of the Registrant's $.01 par value common stock outstanding. PART 1 - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS GENETIC LABORATORIES WOUND CARE, INC. BALANCE SHEETS (Unaudited) ASSETS November 30, May 31, 1996 1996 CURRENT ASSETS Cash and cash equivalents $ 175,594 $ 252,188 Receivables Trade, less allowance for doubtful accounts of $6500 and $5500, respectively 384,869 330,779 Inventories 633,193 631,734 Prepaid expenses 66,289 69,454 Total current assets 1,259,945 1,284,155 PROPERTY AND EQUIPMENT Production equipment and tooling 60,140 59,093 Office equipment 170,353 148,021 230,493 207,114 Less accumulated depreciation 180,590 174,993 49,903 32,121 OTHER ASSETS, net 6,609 8,136 $ 1,316,457 $ 1,324,412 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion long term debt $ 5,506 $ - Accounts payable 124,606 215,764 Accrued expenses 83,479 69,519 Income taxes payable 646 - - Total current liabilities 214,237 285,283 LONG TERM DEBT 12,060 - - STOCKHOLDERS' EQUITY Common stock, $.01 par value; issued 2,401,100 24,011 24,011 Additional paid-in capital 646,605 646,605 Retained earnings 419,544 368,513 1,090,160 1,039,129 $ 1,316,457 $ 1,324,412 GENETIC LABORATORIES WOUND CARE, INC. STATEMENT OF OPERATIONS (unaudited) Three Months Ended Six Months Ended November 30, November 30, 1996 1995 1996 1995 Net revenues $ 723,597 $ 567,262 $ 1,450,301 $ 1,213,418 Cost of revenues 258,723 234,897 549,209 503,925 Gross profit 464,874 332,365 901,092 709,493 Operating expenses 430,910 330,262 830,982 687,177 Income from operations 33,964 2,103 70,110 22,316 Interest income(net) 1,270 3,138 2,920 5,499 Other income - - - 164,213 Income before taxes 35,234 5,241 73,030 192,028 Provision for taxes 12,500 1,000 22,000 62,000 Net income $ 22,734 $ 4,241 $ 51,030 $ 130,028 Per common share data Net income $ .01 $ .00 $ .02 $ .05 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 2,502,831 2,583,050 2,498,980 2,580,200 GENETIC LABORATORIES WOUND CARE, INC. STATEMENT OF CASH FLOWS (unaudited) Three months Ended Six Months Ended November 30, November 30, 1996 1995 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 22,734 $ 4,241 $ 51,030 $ 130,028 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 3,709 4,511 7,125 9,004 Changes in current assets and liabilities Receivables (4,249) 27,954 (54,090) 17,564 Inventories 86,174 (100,644) (1,459) (16,235) Prepaid expenses 2,637 (22,301) 3,165 (59,437) Accounts payable (160,617) (5,767) (91,158) 33,440 Accrued expenses 27,791 (33,606) 13,960 (20,536) Income taxes payable (7,500) (20,554) 646 32,446 Net cash provided by (used in) operating activities (29,321) (146,175) (70,781) 126,274 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (21,224) (1,920) (23,379) (1,920) Net cash used in investing activities (21,224) (1,920) (23,379) (1,920) CASH FLOWS FROM FINANCIAL ACTIVITIES Principal payments under long-term debt (434) - (434) - Proceeds from issuance of common stock - 999 - 17,225 Proceed from loan 18,000 - 18,000 - Net cash provided by financing activities 17,566 999 17,566 17,225 Net increase (decrease) in cash and cash equivalents (32,979) (147,096) (76,594) 141,579 CASH and CASH EQUIVALENTS Beginning 208,573 584,505 252,188 295,830 Ending $ 175,594 $ 437,409 $ 175,594 $ 437,409 GENETIC LABORATORIES WOUND CARE, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. Basis of Presentation The interim financial statements are unaudited but in the opinion of management, reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company's financial position as of November 30, 1996, and the results of its operations and its cash flow for the three months ended November 30, 1996 and 1995. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. These statements are condensed and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Form 10-KSB or Annual Report for the year ended May 31, 1996. ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Revenues: Net revenues were $723,597 for the three months ended November 30, 1996, compared to $567,262 for the three months ended November 30, 1995, an increase of 27.5%. Domestic sales increased 31% comparing the three months ended November 30, 1996, to the three months ended November 30, 1995. Sales to international customers accounted for 12.5% of net revenues for the three months ended November 30, 1996, compared to 15% for the three months ended November 30, 1995. All sales require payment in U.S. funds. Sales of Suture Strip wound closure strips were up 6% comparing the three months ended November 30, 1996, to the three months ended November 30, 1995. Wound closure strips accounted for 56% of net revenues for the three months ended November 30, 1996 compared to 68% of net revenues for the three months ended November 30, 1995. Sales of specialty fasteners increased 117% comparing the three months ended November 30, 1996, to the three months ended November 30, 1995. Specialty fasteners accounted for 33% of net revenues for the three months ended November 30, 1996 compared to 20% of net revenues for the three months ended November 30, 1995. Cost of Revenues: Cost of revenues were $258,723, or 35.8% of net revenues, for the three months ended November 30, 1996, compared to $234,897, or 41.4% of net revenue for the three months ended November 30, 1995. The decrease in the cost of revenues percentage and the resulting increase in the gross profit percentage was primarily due to a decrease in product costs of the wound closure strips and an increase in sales of the specialty fasteners that have a higher gross margin than the Company's other products. The Company expects its cost of revenues to remain at the current percentage of net sales throughout the remainder of the fiscal year. Operating Expenses: Operating expenses were $430,910, or 60% of net revenues, for the three months ended November 30, 1996, compared to $330,262, or 58% of net revenues, for the three months ended November 30, 1995. The increase is primarily due to increased product promotional activities directed at the Company's specialty fastener products and increased personnel costs. Other Income: For the six months ended November 30, 1995 other income included $164,213 for the sale of the Company's rights, title, and interest in a royalty agreement with Bio-Vascular, Inc. Liquidity and Capital Resources: At November 30, 1996, the Company had working capital of $1,045,708 and a working capital ratio of 5.9 to 1 compared to working capital of $998,872 and a working capital ratio of 4.5 to 1 on May 31, 1996. Cash and cash equivalents decreased by $32,979 from August 31, 1996 to November 30,1996 as the Company lowered its payables by $160,000 and decreased its inventory by $86,000. The Company has a revolving line of credit with a local bank in the amount of $200,000. Outstanding balances on the line of credit at November 30, 1996 and May 31, 1996 were $0. On October 28, 1996, the Company borrowed $18,000 from a local bank for the purchase of a new phone system. The loan is for three years at 9.0% interest with monthly payments of $573.43. On November 30, 1996 the outstanding balance was $17,566. The Company expects that is will be able to fund its working capital requirements for the year through internally generated funds, or utilize the line of credit if needed. Major Customers: For the three months ended November 30, 1996 one customer accounted for more than ten percent of net revenues. This customer accounted for approximately 13% for the three months ended November 30, 1996. PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENETIC LABORATORIES WOUND CARE, INC. January 13, 1997 By: /s/ Arthur A. Beisang Arthur A. Beisang Chief Executive Officer