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, 1998COMMISSION 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, 1998, 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 February 28, May 31, 1998 1997 CURRENT ASSETS Cash and cash equivalents $ 315,603 $ 351,201 Receivables Trade, less allowance for doubtful accounts of $9,000 and $7,000, respectively 411,260 412,919 Income taxes - 5,930 Inventories 529,002 478,711 Prepaid expenses 66,434 35,128 Total current assets 1,322,299 1,283,889 PROPERTY AND EQUIPMENT Production equipment and tooling 60,140 60,140 Office equipment 244,552 194,552 304,692 254,692 Less accumulated depreciation 188,738 166,363 115,954 88,329 OTHER ASSETS Patents, net 5,338 5,087 Cash surrender value 6,277 - 11,635 5,087 $ 1,449,888 $ 1,377,305 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion long term debt $ 6,170$ 5,760 Accounts payable 83,668 122,443 Income taxes payable 2,190 - Accrued expenses 122,770 87,794 Total current liabilities 214,798 215,997 LONG TERM DEBT 4,436 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 559,552 481,300 1,230,654 1,152,198 $ 1,449,888 $ 1,377,305 GENETIC LABORATORIES WOUND CARE, INC. STATEMENTS OF OPERATIONS (unaudited) Three Months Ended Nine Months Ended February 28, February 28, 1998 1997 1998 1997 Net revenues $ 757,688 $ 738,471 $ 2,329,034 $ 2,188,772 Cost of revenues 270,876 267,281 851,296 816,490 Gross profit 486,812 471,190 1,477,738 1,372,282 Operating expenses 447,655 417,090 1,353,116 1,248,072 Income from operations 39,157 54,100 124,622 124,210 Interest income(net) 1,293 972 3,751 3,892 Income before taxes 40,450 55,072 128,373 128,102 Provision for taxes 19,870 23 ,000 50,120 45,000 Net income $ 20,580 $ 32,072 $ 78,253 $ 83,102 Per common share data Net income, basic and diluted $ .01 $ .01 $ .03 $ .03 Weighted average common shares outstanding 2,402,350 2,401,350 2,402,267 2,401,267 Weighted average common and common equivalent shares outstanding 2,438,557 2,495,639 2,438,557 2,497,930GENETIC LABORATORIES WOUND CARE, INC. STATEMENTS OF CASH FLOWS (unaudited) Three months Ended Nine Months Ended February 28, February 28, 1998 1997 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 20,580 $ 32,072 $ 78,253 $ 83,102 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,450 4,989 24,593 12,114 Changes in current assets and liabilities Receivables 41 5,641 7,589 (48,449) Inventories 18,655 127,285 (50,291) 125,826 Prepaid expenses (18,137) 11,122 (31,306) 14,287 Accounts payable 9,488 (94,414) (38,775) (185,572) Accrued expenses 571 2,773 34,976 16,733 Income taxes payable 2,190 1,000 2,190 1,646 Net cash provided by operating activities 41,838 90,468 27,229 19,687 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (15,654) (15,662) (52,490) (39,041) Cash surrender value increase (1,060) - (6,277) - Net cash used in investing activities (16,714) (15,662) (58,767) (39,041) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments under long-term debt (1,454) (1,326) (4,264) (1,760) Proceeds from issuance of common stock - 188 204 188 Proceed from loan - - - - 18,000 Net cash provided by (used in) financing activities (1,454) (1,138) (4,060) 16,428 Net increase (decrease) in cash and cash equivalents 23,670 73,668 (35,598) (2,926) CASH and CASH EQUIVALENTS Beginning 291,933 175,594 351,201 252,188 Ending $ 315,603 $ 249,262 $ 315,603 $ 249,262 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, 1998, and the results of its operations and its cash flows for the three months and the nine months ended February 28, 1998 and 1997. 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. The Company has applied this accounting standard in this quarter and determined that basic and diluted per share amounts are the same, and no restatement of prior year amounts was necessary. ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net Revenues: Net revenues were $757,688 for the three months ended February 28, 1998, compared to $738,471 for the three months ended February 28, 1997, an increase of 2.6%. Domestic sales increased 3.5% comparing the three months ended February 28, 1998, to the three months ended February 28, 1997. Sales to international customers accounted for 18.0% of net revenues for the three months ended February 28, 1998, compared to 18.7% for the three months ended February 28, 1997. All sales require payment in U.S. funds. Sales of specialty fasteners increased 17.0% comparing the three months ended February 28, 1998, to the three months ended February 28, 1997. Specialty fasteners accounted for 41.0% of net revenues for the three months ended February 28, 1998 compared to 36.0% of net revenues for the three months ended February 28, 1997. The increase in specialty fasteners reflects the increased marketing activities of the Company. Sales of Suture Strip wound closure strips were down 8.3% comparing the three months ended February 28, 1998, to the three months ended February 28, 1997. Wound closure strips accounted for 48.9% of net revenues for the three months ended February 28, 1998 compared to 54.7% of net revenues for the three months ended February 28, 1997. The decrease in wound closure strips sales reflects the diminished marketing emphasis and the increase in competition. Cost of Revenues: Cost of revenues were $270,876, or 35.8% of net revenues, for the three months ended February 28, 1998, compared to $267,281 or 36.2% of net revenue for the three months ended February 28, 1997. The minor decrease in the cost of revenues percentage and the resulting increase in the gross profit percentage was primarily due to an increase in sales of specialty fasteners at slightly higher gross margins than wound closure strips. 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 February 28, 1998. Operating Expenses: Operating expenses were $447,655, or 59.1% of net revenues, for the three months ended February 28, 1998, compared to $417,090, or 58.4% of net revenues, for the three months ended February 28, 1998. The increase was primarily due to increased wage and benefit costs, and increased rent charges for additional facility space. Liquidity and Capital Resources: At February 28, 1998, the Company had working capital of $1,107,501 and a working capital ratio of 6.2 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 $23,670 from August 31, 1997 to February 28, 1998. Operating activities generated $41,838, while equipment purchased utilized $15,654. 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, 1998 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 February 28, 1998 one customer accounted for more than ten percent of net revenues. This customer accounted for approximately 12% of net revenues for the three months ended February 28, 1998. 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. April 13, 1998 By: /s/ Arthur A. Beisang Arthur A. Beisang Chief Executive Officer