GENETIC LABORATORIES WOUND CARE INC
10QSB, 1996-04-12
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                   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 29, 1996            COMMISSION 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 29, 1996, there were 2,389,100 shares of the
Registrant's $.01 par value common stock outstanding.


                                   
                     PART 1 - FINANCIAL INFORMATION
                                   
ITEM 1 - FINANCIAL STATEMENTS


<TABLE>
                  GENETIC LABORATORIES WOUND CARE, INC.
                             BALANCE SHEETS
                               (Unaudited)
                                 ASSETS

<CAPTION>
                                       February 29,     May 31
                                          1996           1995
                                       __________     __________
CURRENT ASSETS
<S>                                    <C>            <C>
Cash and cash equivalents              $328,209       $295,830
Receivables
Trade, less allowance                   313,364        277,541
Other                                    0              10,787
Inventories                             453,668        429,105
Prepaid expenses                         75,066         29,141
                                       __________     __________
Total current assets                   1,170,307      1,042,404
                                       __________     __________

PROPERTY AND EQUIPMENT
Production equipment
 and tooling                             59,093         59,093
Office equipment                        140,462        132,492
                                       __________     __________
                                        199,555        191,585
Less accumulated depreciation
 and amortization                       170,933        159,990
                                       __________     __________
                                         28,622         31,595
                                       __________     __________

OTHER ASSETS, net                         9,089         11,952
                                       __________     __________
                                                
                                     $1,208,018     $1,085,951
                                       ==========     ==========
</TABLE>

<TABLE>
                   LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
CURRENT LIABILITIES
<S>                                    <C>            <C>
Accounts payable                       $ 93,405       $132,368
Accrued expenses                         54,206         65,804
Income taxes payable                     25,246          9,800
                                       __________     __________
Total current liabilities               172,857        207,972
                                       __________     __________

STOCKHOLDERS' EQUITY
Common stock, $.01 par value             23,891         23,261
 Additional paid-in capital             641,781        625,186
Retained earnings                       369,489        229,532
                                       __________     __________
                                       1,035,161       877,979
                                       __________     __________
                                       $1,208,018   $1,085,951
                                       ==========     ==========
</TABLE>

<TABLE>
                   GENETIC LABORATORIES WOUND CARE, INC.

                          STATEMENT OF OPERATIONS
                                (unaudited)


<CAPTION>                                         
                         Three Months Ended        Nine Months Ended
                            February 29,              February 29,
                         1996          1995        1996        1995
<S>                     <C>            <C>          <C>         <C>
Net revenues            $600,260       $558,226    $1,813,678   $1,664,926
Cost of revenues         246,911        214,965       750,836      636,050
                      __________     __________    __________    _________

Gross profit             353,349        343,261     1,062,842    1,028,876 

Operating expenses       338,294        287,152     1,025,471      856,154  
                      __________     __________    __________    _________ 

Income from operations    15,055         56,109        37,371      172,722 

Other income               2,874            959       172,586        2,680
                      __________     __________    __________    _________

Income before taxes       17,929         57,068       209,957      175,402

Provision for taxes        8,000         22,500        70,000       57,000
                      __________      __________     __________   _________

Net income                $9,929       $ 34,568      $139,957     $118,402
                    ============      ==========     ==========   =========

Per common share data

Net income                  $.00             $.01         $.05         $.05
                           =====           ======      ========       ====== 

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING           2,550,050        2,344,020     2,550,050     2,344,020
                      ==========       ==========    ==========    ==========
</TABLE>

<TABLE>
                   GENETIC LABORATORIES WOUND CARE, INC.

                         STATEMENTS OF CASH FLOWS
                                (unaudited)
<CAPTION>
                                  Three Months Ended       Nine Months Ended   
    
                                     February 29,            February 29,
                                  1996          1995        1996      1995
                                  _______       _______     ____      ____
<S>                               <C>            <C>        <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                       $9,929      $ 34,568   $139,957    $118,402
Adjustments to reconcile net
 income to net cash provided
 by (used in) operating
 activities:
Depreciation and amortization     4,802         5,486     13,806      16,495
Changes in current assets
 and liabilities
Receivables                     (42,600)      (17,259)   (25,036)    (20,254) 
Inventories                      (8,328)     (162,656)   (24,563)   (233,216)  
Prepaid expenses                 13,512         7,004    (45,925)    (10,846)
Accounts payable                (72,403)       91,397    (38,963)     73,823
Accrued expenses                  8,938          (600)   (11,598)     (9,236)
Income taxes payable            (17,000)       11,500     15,446      19,000
                             ___________     ________    ________     _______  
Net cash provided by (used in)
 operating activities          (103,150)      (30,560)    23,124     (45,832)  

                              __________       _______    _______    ________

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment   
                                 (6,050)        (763)     (7,970)     (9,467)
                              __________   __________     ________   ________
Net cash used in investing activities
                                 (6,050)        (763)     (7,970)     (9,467)
                                ________   _________       _______    ______

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of issuance of
  common stock                        0            0      17,225           0  
                             __________    _________     _______     _______

Net cash used in
  financing activities                0            0      17,225           0
                             __________     ________      ______       ______

Net increase (decrease) in cash                                     
 and cash equivalents         (109,200)      (31,323)     32,379     (55,299)  
 

CASH and CASH EQUIVALENTS
Beginning                      437,409       235,195     295,830     259,171
                              _________     ________    ________     ________

Ending                        $328,209      $203,872    $328,209    $203,872
                            ===========     ========    =========    ======== 


                   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 29, 1996, and the
results of its operations and its cash flow for the three months
ended February 29, 1996 and February 28, 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, 1995.


ITEM  2:     MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS


Net Revenues:

Net revenues were $600,260 for the three months ended February 29,
1996 compared to $558,226 for the three months ended February 28,
1995, an increase of 7.5%. Domestic sales increased 3% comparing
the three months ended February 29, 1996 to the three months ended
February 28, 1995. Suture Strip wound closure strips sales were 66%
of net revenues for the three months ended February 29, 1996, compared
to 63% of net revenues for the three months ended February 28, 1995.
Sales to international customers accounted for 24% of net revenues for
the three months ended February 29, 1996, compared to 18% for the three
months ended February 28, 1995. International sales for the nine months ended
February 29, 1996, accounted for 20% of net revenues compared to 16% for the
nine months ended February 28, 1995.

All sales require payment in U.S. funds.

Included in net revenues are royalties of $15,046 for the three
months ended February 28, 1995, and there are no royalties for the
three months ended February 29, 1996. Royalties for the nine months ended
February 28, 1995, were $40,374 and there are no royalties for the nine months
ended February 29,1996. Royalty income has ceased.


Cost of Revenues:

Cost of revenues were $246,911, 41.1% of net revenues, for the
three months ended February 29, 1996, compared to $214,965, 38.5% of
net revenue for the three months ended February 28, 1995. The
increase in cost of revenues was the result of increases in costs of
product components and the increase in sales to international customers
who receive lower pricing than domestic customers. 


Operating Expenses:

Operating expenses were $338,294, 56% of net revenues, for the
three months ended February 29, 1996, compared to $287,152, 52% of
net revenues, for the three months ended February 28,1 995.
Approximately $24,000 of the increase was due to planned
increases in product promotional activities intended to accelerate
sales of the company's line of fastener products. The remaining increase
was due largely to increases in research and development expense and salaries.


Other Income:

On June 26, 1995 the Company sold its rights, title and interest
in a royalty agreement with Bio-Vascular, Inc. for $164,213. The
royalty agreement was due to terminate in July 1995. Royalty
revenues of $56,237 and $50,351 were earned under the royalty
agreement for the years ended May 31, 1995 and 1994,
respectively. International sales for the nine months ended
February 29, 1996, accounted for 20% of net revenue, compared to
16% for the nine months ended February 28, 1995.


Liquidity and Capital Resources:

At February 29, 1996, the Company had working capital of $997,450
and a working capital ratio of 6.8 to 1 compared to working
capital of $834,432 and a working capital ratio of 5.0 to 1 on
May 31, 1995. Cash and cash equivalents decreased by $109,200 from
November 30, 1995 to February 29, 1996, as the company reduced payable
by $72,403 and had a receivables increase by $42,600.

The Company has a revolving line of credit with a local bank in
the amount of $75,000. Outstanding balances on the line of credit
at February 29, 1996 and May 31, 1995 were $0.

The Company expects that is will be able to fund its working
capital requirements for the year through internally generated
funds.


Major Supplier:

As reported in the Company's November 30, 1994 10QSB a major
supplier will discontinue production of an essential component
material used in the Company's wound closure strips and fastener
products. The Company immediately began identifying alternatives
for the discontinued component material. The Company has
qualified an alternative component material for its wound closure
strips and fastener products and does not expect to have any negative
effects from the change to the alternative component material.
Inventory levels and sales are not expected to be affected by this change.


Major Customers:

For the three months ended February 29, 1996, one customer accounted
for approximately 14% of net revenue. This same customer accounted for
18.5% of net revenues for the year ended May 31, 1995.

                                   
FINANCIAL STATEMENTS

The interim financial statements are unaudited but in the opinion
of the management, reflect all adjustment necessary for a fair
presentation of results for such periods. The results of
operations for any interim period are not necessarily indicative
of results for the full year.


                        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

        A) Exhibits


        27    Financial Data Schedule


        B)     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, 1996          
    
                          By:  /s/ Arthur A. Beisang

                          _____________________________
                          Arthur A. Beisang
                          Chief Executive Officer


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the November
30, 1995 10QSB and is qualified in its entirety by reference to such financial
statements
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1996
<PERIOD-END>                               FEB-29-1996
<CASH>                                         328,209
<SECURITIES>                                         0
<RECEIVABLES>                                  313,364
<ALLOWANCES>                                         0
<INVENTORY>                                    453,668
<CURRENT-ASSETS>                             1,170,307
<PP&E>                                         199,555
<DEPRECIATION>                                 170,933
<TOTAL-ASSETS>                               1,208,018
<CURRENT-LIABILITIES>                          172,857
<BONDS>                                              0
<COMMON>                                        23,891
                                0
                                          0
<OTHER-SE>                                   1,011,270
<TOTAL-LIABILITY-AND-EQUITY>                 1,208,018
<SALES>                                        600,260
<TOTAL-REVENUES>                               600,260
<CGS>                                          246,911
<TOTAL-COSTS>                                  338,294
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 17,929
<INCOME-TAX>                                     8,000
<INCOME-CONTINUING>                              9,929
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,929
<EPS-PRIMARY>                                      .00
<EPS-DILUTED>                                      .00
        

</TABLE>


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