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, 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 November 30, 1997, there were 2,402,350 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, 1997 1997 CURRENT ASSETS Cash and cash equivalents $ 291,933 $ 351,201 Receivables Trade, less allowance for doubtful accounts of $8,500 and $7,000, respectively 407,621 412,919 Income taxes 3,680 5,930 Inventories 547,657 478,711 Prepaid expenses 48,297 35,128 Total current assets 1,299,188 1,283,889 PROPERTY AND EQUIPMENT Production equipment and tooling 60,140 60,140 Office equipment 231,388 194,552 291,528 254,692 Less accumulated depreciation 181,083 166,363 110,445 88,329 OTHER ASSETS Patents, net 3,663 5,087 Cash surrender value 5,217 - 8,880 5,087 $ 1,418,513 $ 1,377,305 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion long term debt $ 6,030$ 5,760 Accounts payable 74,180 122,443 Accrued expenses 122,199 87,794 Total current liabilities 202,409 215,997 LONG TERM DEBT 6,030 9,110 STOCKHOLDERS' EQUITY Common stock, $.01 par value; 12,000,000 shares authorized, issued 2,402,350 and 2,401,100 shares respectively 24,024 24,018 Additional paid-in capital 647,078 646,880 Retained earnings 538,972 481,300 1,210,074 1,152,198 $ 1,418,513 $ 1,377,305 GENETIC LABORATORIES WOUND CARE, INC. STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Six Months Ended November 30, November 30, 1997 1996 1997 1996 Net revenues $ 731,446 $ 723,597 $ 1,571,346 $ 1,450,301 Cost of revenues 265,536 258,723 580,420 549,209 Gross profit 465,910 464,874 990,926 901,092 Operating expenses 461,504 430,910 905,461 830,982 Income from operations 4,406 33,964 85,465 70,110 Interest income(net) 1,273 1,270 2,458 2,920 Income before taxes 5,679 35,234 87,923 73,030 Provision for taxes 1,250 12,500 30,250 22,000 Net income $ 4,429 $ 22,734 $ 57,673 $ 51,030 Per common share data Net income $ .00 $ .01 $ .02 $ .02 WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 2,430,216 2,502,831 2,430,216 2,498,980GENETIC LABORATORIES WOUND CARE, INC. STATEMENTS OF CASH FLOWS (unaudited) Three months Ended Six Months Ended November 30, November 30, 1997 1996 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 4,429 $ 22,734 $ 57,673 $ 51,030 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7,893 3,709 16,143 7,125 Changes in current assets and liabilities Receivables 68,352 (4,249) 7,548 (54,090) Inventories 15,809 86,174 (68,946) (1,459) Prepaid expenses (2,932) 2,637 (13,169) 3,165 Accounts payable (30,145) (160,617) (48,263) (91,158) Accrued expenses 28,800 27,791 34,405 13,960 Income taxes payable (21,070) (7,500) - - 646 Net cash provided by (used in) operating activities 71,136 (29,321) (14,609) (70,781) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (31,326) (21,224) (36,836) (23,379) Cash surrender value increase (5,217) - (5,217) - Net cash used in investing activities (36,54) (21,224) (42,053) (23,379) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments under long-term debt (1,421) (434) (2,810) (434) Proceeds from issuance of common stock 110 - 204 - Proceed from loan - 18,000 - - 18,000 Net cash provided by (used in) financing activities (1,311) 17,566 (2,606) 17,566 Net increase (decrease) in cash and cash equivalents 33,282 (32,979) (59,268) (76,594) CASH and CASH EQUIVALENTS Beginning 258,651 208,573 351,201 252,188 Ending $ 291,933 $ 175,594 $ 291,933 $ 175,594 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, 1997, and the results of its operations and its cash flows for the three months and the six months ended November 30, 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, 1997. The FASB has issued Statement No. 128, Earnings per Share, which supersedes APB Opinion No. 15. Statement No 128 requires the presentation of earnings per share by all entities that have common stock or potential common stock, such as options, warrants and convertibles securities, outstanding that trade in a public market. Those entities that have only common stock outstanding are required to present basic earnings per share amounts. All other entities are required to present basic and diluted per share amounts. Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless the effect is to reduce a loss or increase the income per common share from continuing operations. All entities required to present earnings per share amounts must initially apply Statement No. 128 for annual and interim periods ending after December 15, 1997. Earlier applications is not permitted. The adoption of Statement No. 128 would have no material effect on reported earnings per share for the three months ended November 30, 1997 and 1996. ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Revenues: Net revenues were $731,446 for the three months ended November 30, 1997, compared to $723,597 for the three months ended November 30, 1996, an increase of 1.0%. Domestic sales decreased 2.8% comparing the three months ended November 30, 1997, to the three months ended November 30, 1996. Sales to international customers accounted for 15.9% of net revenues for the three months ended November 30, 1997, compared to 12.5% for the three months ended November 30, 1996. All sales require payment in U.S. funds. Sales of Suture Strip wound closure strips were down 5.4% comparing the three months ended November 30, 1997, to the three months ended November 30, 1996. Wound closure strips accounted for 53.0% of net revenues for the three months ended November 30, 1997 compared to 56.7% of net revenues for the three months ended November 30, 1996. Sales of specialty fasteners increased 11.1% comparing the three months ended November 30, 1997, to the three months ended November 30, 1996. Specialty fasteners accounted for 36.8% of net revenues for the three months ended November 30, 1997 compared to 33.5% of net revenues for the three months ended November 30, 1996. Cost of Revenues: Cost of revenues were $265,536, or 36.3% of net revenues, for the three months ended November 30, 1997, compared to $258,723 or 35.8% of net revenue for the three months ended November 30, 1996. The minor increase in the cost of revenues percentage and the resulting decrease in the gross profit percentage was primarily due to an increase in sales to international customers. The Company expects its cost of revenues to continue to remain at the current percentage of net sales throughout the remainder of the fiscal year, if the sales mix continues as experienced during the three months ended November 30, 1997. Operating Expenses: Operating expenses were $461,504, or 63.1% of net revenues, for the three months ended November 30, 1997, compared to $430,910, or 59.6% of net revenues, for the three months ended November 30, 1996. The increase was primarily due to increased wage and benefit costs, and increased rent charges for additional facility space. Liquidity and Capital Resources: At November 30, 1997, the Company had working capital of $1,096,779 and a working capital ratio of 6.4 to 1 compared to working capital of $1,067,892 and a working capital ratio of 5.9 to 1 on May 31, 1997. Cash and cash equivalents increased by $33,282 from August 31, 1997 to November 30,1997. Operating activities generated $71,136, while equipment purchased utilized $31,326. 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, 1997 and May 31, 1997 were $0. 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, 1997 one customer accounted for more than ten percent of net revenues. This customer accounted for approximately 11% of net revenues for the three months ended November 30, 1997. Foreign Currency Transactions: All of the Company's foreign transactions are negotiated, invoiced and paid in U.S. dollars. Fluctuations in currency exchange rates in other countries may therefore reduce the demand for the Company's products by increasing the price of the Company's products in the currency of the countries in which the products are sold. Forward Looking Statements: In addition to historical information this report may contain forward-looking statements that are subject to risks and uncertainties that may cause actual results to differ materially from those reflected in the forward-looking statements. The Company believes it has made fair and accurate forward-looking statements by relying on past events and current information available. The Company undertakes no obligations to revise these forward-looking statements to reflect events that may arise. 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 12, 1998 By: /s/ Arthur A. Beisang Arthur A. Beisang Chief Executive Officer