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 February 28, 1997COMMISSION 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 February 28, 1997, there were 2,401,600 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 February 28, May 31, 1997 1996 CURRENT ASSETS Cash and cash equivalents $ 249,262 $ 252,188 Trade receivables less allowance for doubtful accounts of $6,500 and $5,500, respectively 379,228 330,779 Inventories 505,908 631,734 Prepaid expenses 55,167 69,454 Total current assets 1,189,565 1,284,155 PROPERTY AND EQUIPMENT Production equipment and tooling 60,140 59,093 Office equipment 186,015 148,021 246,155 207,114 Less accumulated depreciation 184,816 174,993 61,339 32,121 OTHER ASSETS, net 5,846 8,136 $ 1,256,750 $ 1,324,412 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion long term debt $ 5,634 $ - Accounts payable 30,192 215,764 Accrued expenses 86,252 69,519 Income taxes payable 1,646 - - Total current liabilities 123,724 285,283 LONG TERM DEBT 10,606 - - STOCKHOLDERS' EQUITY Common stock, $.01 par value; issued 2,401,600 and 2,401,100 shares, respectively 24,016 24,011 Additional paid-in capital 646,788 646,605 Retained earnings 451,616 368,513 1,122,420 1,039,129 $ 1,256,750 $ 1,324,412 GENETIC LABORATORIES WOUND CARE, INC. STATEMENT OF OPERATIONS (unaudited) Three Months Ended Nine Months Ended February 28, February 28, 1997 1996 1997 1996 Net revenues $ 738,471 $ 600,260 $ 2,188,772 $ 1,813,678 Cost of revenues 267,281 246,911 816,490 750,836 Gross profit 471,190 353,349 1,372,282 1,062,842 Operating expenses 417,090 338,294 1,248,072 1,025,471 Income from operations 54,100 15,055 124,210 37,371 Interest income(net) 972 2,874 3,892 8,373 Other income - - - 164,213 Income before taxes 55,072 17,929 128,102 209,957 Provision for taxes 23,000 8,000 45,000 70,000 Net income $ 32,072 $ 9,929 $ 83,102 $ 139,957 Per common share data Net income $ .01 $ .00 $ .03 $ .05 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 2,495,639 2,550,050 2,497,930 2,550,050GENETIC LABORATORIES WOUND CARE, INC. STATEMENT OF CASH FLOWS (unaudited) Three months EndedNine Months Ended February 28, February 28, 1997 1996 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 32,072 $ 9,929 $ 83,102 $ 139,957 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,989 4,802 12,114 13,806 Changes in current assets and liabilities Receivables 5,641 (42,600) (48,449) (25,036) Inventories 127,285 (8,328) 125,826 (24,563) Prepaid expenses 11,122 13,512 14,287 (45,925) Accounts payable (94,414) (72,403) (185,572) (38,963) Accrued expenses 2,773 8,938 16,733 (11,598) Income taxes payable 1,000 (17,000) 1,646 15,446 Net cash provided by (used in) operating activities 90,468 (103,150) 19,687 23,124 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (15,662) (6,050) (39,041) (7,970) Net cash used in investing activities (15,662) (6,050) (39,041) (7,970) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments under long-term debt (1,326) - (1,760) - Proceeds from issuance of common stock 188 - 188 17,225 Proceeds from loan - - 18,000 - Net cash provided by (used in) financing activities (1,138) - - 16,428 17,225 Net increase (decrease) in cash and cash equivalents 73,668 (109,200) (2,926) 32,379 CASH and CASH EQUIVALENTS Beginning 175,594 437,409 252,188 295,830 Ending $ 249,262 $ 328,209 $ 249,262 $ 328,209 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 February 28, 1997, and the results of its operations and its cash flow for the three months ended February 28, 1997 and 1996. 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 $738,471 for the three months ended February 28, 1997, compared to $600,260 for the three months ended February 28, 1996, an increase of 23%. Domestic sales increased 34% comparing the three months ended February 28, 1997, to the three months ended February 28, 1996. International sales decreased by 12% comparing the three months ended February 28, 1997 to the three months ended February 28, 1996. International sales accounted for 17% of net revenues for the three months ended February 28, 1997 compared to 24% for the three months ended February 28, 1996. All sales require payment in U.S. funds. Sales of Suture Strip wound closure strips were up 1% comparing the three months ended February 28, 1997, to the three months ended February 28, 1996. Wound closure strips accounted for 55% of net revenues for the three months ended February 28, 1997 compared to 67% of net revenues for the three months ended February 28, 1996. Sales of specialty fasteners increased 100% comparing the three months ended February 28, 1997, to the three months ended February 28, 1996. Specialty fasteners accounted for 36% of net revenues for the three months ended February 28, 1997 compared to 22% of net revenues for the three months ended February 28, 1996. Cost of Revenues: Cost of revenues were $267,281, or 36.2% of net revenues, for the three months ended February 28, 1997, compared to $246,911, or 41.1% of net revenues for the three months ended February 28, 1996. 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 wound closure strips. The Company expects its cost of revenues to continue to remain at the current level for the remainder of the fiscal year. Operating Expenses: Operating expenses were $417,090, or 56% of net revenues, for the three months ended February 28, 1997, compared to $338,294, or 56% of net revenues, for the three months ended February 28, 1996. The dollar increase is primarily due to increased product promotional activities directed at the Company's specialty fastener products and associated personnel costs. Other Income: For the nine months ended February 28, 1996 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 February 28, 1997, the Company had working capital of $1,065,841 and a working capital ratio of 9.6 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 increased by $73,668 from November 30, 1996 to February 28,1997 as the Company lowered its inventory by $127,000 and decreased its payables by $94,000, while recording net income of $32,000. 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 February 28, 1997 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 February 28, 1997 the outstanding balance was $16,240. 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 February 28, 1997 one customer accounted for more than ten percent of net revenues. This customer accounted for approximately 13% of net revenues for the three months ended February 28, 1997. 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. April 11, 1997 By: /s/ Arthur A. Beisang Arthur A. Beisang Chief Executive Officer