UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C.  20549
                                              FORM 10-Q


                       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the quarterly period ended September 30, 1994
        
                                                 OR
 
                       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OR THE SECURITIES EXCHANGE ACT OF 1934
                           For the transition period from_______ to ________

                                  Commission file number 1-9114

                                    MYLAN LABORATORIES INC.
                      (Exact Name of registrant as specified in its charter)

                       Pennsylvania                            25-1211621
                   (State or other jurisdiction of          (I.R.S. Employer
                    incorporation or organization)           Identification No.)

                   130 Seventh Street
                  1030 Century Building
                 Pittsburgh, Pennsylvania                    15222
             (Address of principal executive offices)       (Zip Code)
 
                                           412-232-0100
                       (Registrant's telephone number, including area code)

                                            Not Applicable
                 (Former name, former address and former fiscal year, if changed
                   since last report)

         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 twelve 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      

         Indicate the number of shares outstanding of each of the issuer's
         classes of common stock, as of the latest practicable date

                                                     Outstanding at
                  Class of Common Stock              October 31, 1994
                  $.50 par value                        79,328,229


                         MYLAN LABORATORIES INC. AND SUBSIDIARIES


                                            INDEX
                                           ---------



                                                                        Page
                                                                       Number
                                                                     ----------

PART I. FINANCIAL INFORMATION

Consolidated Balance Sheets - September 30, 1994
   and March 31, 1994                                                  2A and 2B

Consolidated Statements of Earnings - Three and
   Six Months Ended September 30, 1994 and 1993                            3

Consolidated Statements of Cash Flows - Six
   Months Ended September 30, 1994 and 1993                                4

Notes to Consolidated Financial Statements -
   Six Months Ended September 30, 1994                                  5 and 6

Management's Discussion and Analysis of
   Financial Condition and Results of
   Operations                                                           7 and 8


PART II. OTHER INFORMATION                                                 9



                          MYLAN LABORATORIES INC. AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS


                                                ASSETS
                                              -----------





                                                     September 30,     March 31,
                                                      1994              1994
                                                     Unaudited         Audited
                                                     ------------      ---------

                                                              
Current Assets
     Cash and cash equivalents                       $128,540,000   $ 75,526,000

     Short-term investments                             7,907,000     12,925,000

     Accounts receivable                               55,884,000     55,430,000

     Inventories:
          Raw materials                                29,999,000     26,138,000

          Work in process                              14,936,000     14,978,000

          Finished goods                               26,713,000     16,880,000
                                                     ------------  -------------
                                                       71,648,000     57,996,000

     Prepaid income taxes                                  -           1,265,000
     Deferred tax benefit                               2,442,000      2,082,000
     Other current assets                               5,168,000      4,349,000
                                                     ------------    -----------
               Total Current Assets                   271,589,000    209,573,000

Property, Plant and Equipment - at cost               122,879,000    115,114,000
     Less accumulated depreciation                     36,100,000     32,600,000
                                                     ------------  -------------
                                                       86,779,000     82,514,000
Investment in and Advances to Somerset                 19,030,000     17,763,000

Intangible Assets net of accumulated amortization      30,776,000     33,228,000

Other Assets                                           67,825,000     60,247,000
                                                     ------------   ------------
Total Assets                                         $475,999,000   $403,325,000
                                                     ============   ============


See Notes to Consolidated Financial Statements -2A- LIABILITIES AND SHAREH0LDERS' EQUITY September 30, March 31, 1994 1994 Unaudited Audited ------------ -------- Current Liabilities Trade accounts payable $ 10,954,000 $ 6,699,000 Income taxes payable 8,906,000 - Other current liabilities 15,741,000 8,056,000 Cash dividend payable 3,967,000 3,171,000 ----------- ------------ Total Current Liabilities 39,568,000 17,926,000 Long-Term Obligations 5,223,000 4,609,000 Deferred Income Taxes 1,789,000 821,000 Shareholders' Equity: Preferred stock, par value $.50 per share, authorized 5,000,000 shares, issued and outstanding - none - - Common stock, par value $.50 per share, authorized 300,000,000 shares, issued 79,794,448 shares at September 30, 1994 79,697,295 shares at March 31, 1994 39,897,000 39,849,000 Additional paid in capital 54,933,000 54,272,000 Retained earnings 337,010,000 288,357,000 ------------ ------------ 431,840,000 382,478,000 Less Treasury stock - at cost, 476,523 shares at September 30, 1994 and 495,864 shares at March 31, 1994 Net Worth 2,421,000 2,509,000 ------------ ------------ 429,419,000 379,969,000 ------------ ------------ Total Liabilities and Shareholders' Equity $475,999,000 $403,325,000 ============ ============
See Notes to Consolidated Financial Statements -2B- MYLAN LABORATORIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED Three Months Ended September 30, Six Months Ended September 30, ------------------------------- ----------------------------- 1994 1993 1994 1993 NET SALES $ 96,013,000 $ 57,756,000 $ 181,159,000 $ 116,263,000 COST AND EXPENSES: Cost of Sales 40,222,000 29,908,000 73,218,000 58,463,000 Research and Development 6,863,000 6,232,000 13,207,000 10,954,000 Selling and Administrative 14,923,000 11,388,000 29,328,000 22,461,000 Interest Expense 6,000 7,000 13,000 15,000 ------------ ------------ ------------ ------------- 62,014,000 47,535,000 115,766,000 91,893,000 EQUITY IN EARNINGS OF SOMERSET 6,141,000 5,727,000 11,489,000 11,409,000 OTHER INCOME 1,580,000 1,574,000 2,519,000 2,847,000 EARNINGS BEFORE INCOME TAXES 41,720,000 17,522,000 79,401,000 38,626,000 INCOME TAX RATE 31% - 30% 13% INCOME TAXES 13,062,000 80,000 23,613,000 5,076,000 NET EARNINGS $ 28,658,000 $ 17,442,000 $ 55,788,000 $ 33,550,000 EARNINGS PER SHARE $ .36 $ .22 $ .70 $ .43 WEIGHTED AVERAGE COMMON SHARES 79,272,000 79,016,000 79,245,000 78,768,000 The Company paid regular quarterly cash dividends of $.03 per share from October 1992 to July 1993. The Company paid a regular quarterly cash dividend of $.04 per share from October 1993 to July 1994 and a regular quarterly cash dividend of $.05 per share on October 14, 1994.
See Notes to Consolidated Financial Statements -3- MYLAN LABORATORIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 UNAUDITED --------- 1994 1993 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Earnings $ 55,788,000 $ 33,550,000 Adjustments to reconcile net earnings to net cash provided from operating activities: Depreciation and amortization 6,002,000 5,568,000 Deferred income taxes 608,000 (526,000) Equity in the earnings of Somerset (11,489,000) (11,409,000) Cash received from Somerset 10,221,000 10,289,000 Other non-cash items 14,117,000 (960,000) Changes in operating assets and liabilities: Accounts receivable (12,002,000) (6,804,000) Inventories (13,885,000) (5,846,000) Trade accounts payable 4,255,000 (1,515,000) Income taxes payable 10,171,000 (8,772,000) Other operating assets and liabilities 6,866,000 (1,351,000) ------------- ------------ Net cash provided from operating activities 70,652,000 12,224,000 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (7,765,000) (7,264,000) Increase in intangible and other assets (9,245,000) (2,100,000) Other investment proceeds 5,018,000 - ------------- ------------ Net cash used in investing activities (11,992,000) (9,364,000) CASH FLOWS FROM FINANCING ACTIVITIES Cash dividend paid (6,339,000) (4,710,000) Payments on long-term obligations (16,000) (14,000) Payments on acquisition obligations - (977,000) Proceeds from exercise of stock options 709,000 482,000 ------------ ------------ Net cash used in financing activities (5,646,000) (5,219,000) ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents 53,014,000 (2,359,000) Cash and Cash Equivalents - Beginning of Period 75,526,000 98,246,000 ------------- ------------ Cash and Cash Equivalents - End of Period $128,540,000 $ 95,887,000 ============ ============ CASH PAID DURING THE PERIOD FOR: Interest $ 13,000 $ 15,000 Income Taxes $ 12,835,000 $ 14,373,000
See Notes to Consolidated Financial Statements -4- MYLAN LABORATORIES INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTH PERIOD ENDED September 30, 1994 Unaudited A. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 30, 1994 and March 31, 1994 together with the results of operations and cash flows for the interim periods ended September 30, 1994 and 1993. The consolidated results of operations for the three and six months ended September 30, 1994 are not necessarily indicative of the results to be expected for the full year. B. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's 1994 Annual Report and Report on Form 10-K. C. On October 10, 1994 the Company entered into a distribution agreement with STC Pharmaceuticals, Inc. (STC), a wholly owned subsidiary of Eli Lilly and Company (Lilly). Under the agreement the Company will distribute a generic form of Lilly's oral antibiotic Ceclor on behalf of STC. The Company will initially be paid a fixed monthly fee for performing certain services related to the distribution of the product. Upon certain events, as defined in the agreement, the fixed monthly fee will convert to a variable amount predicated upon STC's net sales of the generic product described in the agreement. D. Equity in Earnings of Somerset includes the Company's 50% portion of the net earnings of Somerset Pharmaceuticals Inc. (Somerset), certain management fees and amortization of intangible assets resulting from the acquisition of Somerset. Such intangible assets are being amortized over a 15 year period using the straight line method. -5- MYLAN LABORATORIES INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SIX MONTH PERIOD ENDED September 30, 1994 Unaudited D. (continued) Condensed unaudited financial information of Somerset for the three and six month periods ended September 30, 1994 and 1993 are as follows: (in thousands) Three Months Ended Six Months Ended September 30, September 30, 1994 1993 1994 1993 ---- ---- ---- ---- Net Sales $31,474 $23,093 $56,495 $51,685 Costs and Expenses (15,897) (9,123) (28,137) (21,319) Income Taxes (4,864) (3,690) (8,556) (10,150) -------- -------- -------- --------- Net Earnings $10,713 $10,280 $19,802 $20,216 ======== ======== ======== ======== The above information represents 100% of Somerset's operations of which the Company has a 50% interest. -6- PART 1 - FINANCIAL INFORMATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the three and six months ended September 30, 1994 were a record high $96,013,000 and $181,159,000 representing increases over the prior year comparable periods of 66% and 56% respectively. These improvements are primarily attributable to the launch of three new generic products, cimetidine, flurbiprofen and glipizide, which the Company began shipping during the quarter ended June 30, 1994. Gross margin as a percent of net sales increased from 48% for the quarter ended September 30, 1993 to 58% this year and from 50% for the six months ended September 30, 1993 to 60% this year. The rates for the current periods reflect the higher margins generally realized on new generic products in the short term after introduction. Due to the competitive nature of the generic pharmaceutical industry the sales and gross margin recognized for the three and six months ended September 30, 1994 are not necessarily indicative of the results to be expected in future quarters. Research and development expenditures for the three and six month periods ended September 30, 1994 increased 10% to $6,863,000 and 21% to $13,207,000 over the prior year comparable periods. These increases are indicative of the Company's commitment to new and increased product development throughout the Company. Selling and administrative expenses were 16% of net sales for the three and six months ended September 30, 1994 as compared to 20% and 19% for the three and six months ended September 30, 1993. Factors contributing to the overall rise in selling and administrative expenses include advertising, promotion and legal expenses associated with new products and payroll and related costs. Equity in earnings of Somerset continues to provide a solid return for the Company. Somerset's contribution to net earnings per share for the three and six month periods was $.07 and $.13 in 1994 and 1993. -7- Liquidity and Capital Resources and Financial Condition - - --------------------------------------------------------- Working capital increased from $191,647,000 at March 31, 1994 to $232,021,000 at September 30, 1994 as a result of continued strong operations. The ratio of current assets to current liabilities was 6.9 to 1 at September 30, 1994 and 11.7 to 1 at March 31, 1994. Net cash provided from operating activities was $70,652,000 for the six months ended September 30, 1994 compared to $12,224,000 for the same period last year. The change is primarily due to higher net earnings and the timing of tax payments. Other non-cash items includes allowances for potential credits and rebates which generally escalate with new product launches. Additions to property, plant and equipment amounted to $7,765,000 for the six months ended September 30, 1994. The Company completed a new warehouse at its distribution center in Greensboro, North Carolina along with other capital improvement projects at its other facilities. Increase in intangible and other assets is due to the shifting from short-term to long-term investment. -8- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 required by Item 601(c) of Regulation S-X filed herewith. (b) Reports on Form 8-K - there were no reports on Form 8-K filed during the six months ended September 30, 1994. SIGNATURES Pursuant to the requirements 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. Mylan Laboratories Inc. (Registrant) DATE November 9, 1994 /S/ Milan Puskar -------------------- --------------------------------- Milan Puskar Chairman of the Board, Chief Executive Officer and President DATE November 9, 1994 /S/ Frank A. DeGeorge --------------------- ---------------------------------- Frank A. DeGeorge Director of Accounting and Taxation -9-
 

5 QTR-2 MAR-31-1995 JUL-01-1994 SEP-30-1994 128,540,000 7,907,000 55,884,000 0 71,648,000 271,589,000 122,879,000 36,100,000 475,999,000 39,568,000 0 39,897,000 0 0 389,522,000 475,999,000 181,159,000 181,159,000 73,218,000 73,218,000 42,535,000 0 13,000 79,401,000 23,613,000 55,788,000 0 0 0 55,788,000 .70 .70