FOREST LABORATORIES INC
10-Q, 1995-08-10
PHARMACEUTICAL PREPARATIONS
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                                   FORM  10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                       __________________________________

(Mark One)
 ----     
/  X /         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----           SECURITIES EXCHANGE ACT OF 1934

For the Period Ended June 30, 1995

 ----      
/    /         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
----           SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________  to  _____________________________      
 

                               Commission File No. 1-5438

                                FOREST LABORATORIES, INC.                      
---------------------------------------------------------------------------
                 (Exact name of registrant as specified in its charter)

            Delaware                                        11-1798614     
-------------------------------                        -------------------- 
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)
                                                                            
909 Third Avenue
----------------
  New York, New York                                            10022-4731
--------------------                                         -------------  
(address of principal                                           (Zip Code)
  executive office)

Registrant's telephone number, including area code            212-421-7850 
                                                             ------------- 
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            
                           ------              ------

Number of shares outstanding of Registrant's Common Stock as of
August 10, 1995:  45,283,803. 
PAGE
<PAGE>

Part I - Financial Information
------------------------------
<TABLE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets

                                           June  30, 1995 
(In thousands)                              (Unaudited)       March 31, 1995
-------------                              ---------------    --------------
<S>                                        <C>                <C>


ASSETS
------
Current assets:
 Cash (including cash equivalent investments
   of $163,438 in June and $103,847
   in March)                                $174,059         $107,611 
 
 Marketable securities                       107,197           34,570 
 
 Accounts receivable, less allowances of
   $5,241 in June and $5,016 in March        142,606          149,655 

 Inventories:                                                        
   Raw materials                              15,995           14,912 
   Work in process                             1,996            2,907 
   Finished goods                             22,505           21,144 
                                            --------         --------       
                                              40,496           38,963 
     
   Deferred income taxes                      12,593           12,789 
 Other current assets                          5,655            5,381 
                                            --------         --------
   Total current assets                      482,606          348,969 

Long-term marketable securities               52,325          136,674 
                                            --------         -------- 

Property, plant and equipment                 99,430           96,779 
 Less: Accumulated depreciation               24,650           23,751 
                                            --------         --------   
 Net property, plant and equipment            74,780           73,028 
                                            --------         -------- 
Other assets:
 Excess of cost of investment in subsidiaries
   over net assets acquired, less accumulated
   amortization of $6,508 in June and $6,240     
   in March                                   18,451           18,719 
                                                                     
 License agreements, product rights
   and other intangible assets, 
   less accumulated amortization of
   $42,847 in June and $40,304 in March      159,657          162,174 
   
 Deferred income taxes                         8,142            8,343 

 Other                                        10,062            9,298 
                                            --------         --------
   Total other assets                        196,312          198,534 
                                            --------         --------
        TOTAL ASSETS                        $806,023         $757,205 
                                            ========         ========





See notes to condensed consolidated financial statements.       

</TABLE>


                                         -2-                   

<PAGE>




<TABLE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets

                                        June 30, 1995
(In thousands, except for par values)    (Unaudited)      March 31, 1995
-------------------------------------   -------------     --------------
<S>                                     <C>               <C>

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:

 Accounts payable                          $ 15,664         $ 14,234 
                                                                     
 Accrued expenses                            30,532           23,924 
                                                     
 Income taxes payable                        31,597           19,491 
                                           --------         -------- 
      Total current liabilities              77,793           57,649 
                                           --------         -------- 
Deferred income taxes                           221              222 
                                           --------         -------- 
Shareholders' equity:
 Series A junior participating preferred
   stock, $1.00 par; shares authorized
   1,000; no shares issued or outstanding

 Common stock, $.10 par; shares authorized 
   250,000; issued 47,918 shares
   in June and 47,824 shares in March          4,792           4,782 

 Capital in excess of par                    299,097         296,925 

 Retained earnings                           464,315         437,760 

 Cumulative foreign currency
   translation adjustments                       466             458 
                                            --------        --------
                                             768,670         739,925 
                                                                     
 Less common stock in treasury,
   at cost (2,644 shares in June
      and 2,643 shares in March)              40,661          40,591 
                                            --------        --------   
      Total shareholders' equity             728,009         699,334 
                                            --------        --------
        TOTAL LIABILITIES AND 
        SHAREHOLDERS' EQUITY                $806,023        $757,205 
                                            ========        ========

See notes to condensed consolidated financial statements

</TABLE>

                                             -3-

PAGE
<PAGE>
<TABLE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
                  Condensed Consolidated Statements of Income
                                  (Unaudited)
                                           
                                                 Three Months Ended
(In thousands, except per share amounts)               June 30, 
                                             -----------------------        
                                                1995           1994 
                                             --------        -------
<S>                                          <C>             <C>

Net sales                                    $106,943        $92,554 

Other income                                    3,757          2,344 
                                             --------        ------- 
                                              110,700         94,898 
                                             --------        -------
Costs and expenses:
 Cost of sales                                 20,898         17,308 

 Selling, general and
  administrative                               39,900         35,134 
 
 Research and development                       8,539          7,775 
                                             --------       --------
                                               69,337         60,217 
                                             --------       -------- 
Income before income taxes                     41,363         34,681 

Income taxes                                   14,808         12,537 
                                              -------        -------
Net income                                    $26,555        $22,144 
                                              =======        =======
Earnings per common and
 common equivalent share:
  Primary                                        $.57           $.48 
                                                 ====           ====
  Fully diluted                                  $.57           $.48 
                                                 ====           ====
Weighted average number of
 common and common equivalent
  shares outstanding:
  Primary                                      46,926         46,300 
                                               ======         ======
  Fully diluted                                46,926         46,302 
                                               ======         ======
Dividends per share                              $-0-           $-0- 
                                                 ====           ====











See notes to condensed consolidated financial statements.
</TABLE>

                                      -4-


<PAGE>

<TABLE>

                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)
                                       

                                                       Three Months Ended
(In thousands)                                              June 30,        
--------------                                       -----------------------  
                                                        1995          1994 
                                                     --------       --------
<S>                                                  <C>            <C>

Cash flows from operating activities:
  Net income                                        $ 26,555        $ 22,144 
  Adjustments to reconcile net income to                         
  net cash provided by operating activities:

    Depreciation                                       1,150             953 
    Amortization                                       2,811           1,804 
    Deferred income tax expense                          396             773 
    Foreign currency transactions
     (gain) loss                                          73       (      30)
      Net change in operating assets and liabilities:      
        Decrease (increase) in:
          Accounts receivable, net                     7,049       (  16,650)
        Inventories                                (   1,533)      (   2,629)
          Other current assets                     (     274)      (     909)
        Increase in:                           
          Accounts payable                             1,430           2,330 
          Accrued expenses                             6,608           2,888 
          Income taxes payable                        12,106           4,584 
    Increase in other assets                        (    764)      (   1,371)
                                                     -------        --------
   Net cash provided by operating           
           activities                                 55,607          13,887 
                                                     -------         -------

Cash flows from investing activities:
 Purchase of property, plant and equipment, net    (   2,787)      (   3,782)
 Redemption (purchase) of marketable       
   securities                                         11,722       (  59,580)
 Reduction of license agreements, product rights
    and intangible assets                                                663 
                                                     -------        --------
         Net cash provided
           by (used in) investing activities           8,935       (  62,699)
                                                     -------        --------


                                     - Continued -





</TABLE>




                                      -5-
<PAGE>
<PAGE>
   
<TABLE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

                                 - Continued -
                                                       Three Months Ended
(In thousands)                                              June 30,            
                                                    -----------------------  
                                                         1995          1994
                                                    ---------      --------  
<S>                                                 <C>            <C>

Cash flows from financing activities:
 Net proceeds from common stock options exercised
   by employees under stock option plans            $  2,112       $  1,720 
                                                    --------       --------
         Net cash provided by financing activities     2,112          1,720 
                                                    --------       --------
Effect of exchange rate changes on cash            (     206)     (   1,058)
                                                    --------       --------
Increase (decrease) in cash and cash equivalents      66,448      (  48,150)
Cash and cash equivalents, beginning of period       107,611        181,094 
                                                    --------       --------
Cash and cash equivalents, end of period            $174,059       $132,944 
                                                    ========       ========
Supplemental disclosures of cash flow information:

Cash paid during the period for:
 Income taxes                                         $2,306        $16,367 




                                                      











See notes to condensed consolidated financial statements.







</TABLE>




                                      -6-
PAGE
<PAGE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES
                                        
              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)



1.        The accompanying unaudited condensed consolidated financial
          statements have been prepared in accordance with generally
          accepted accounting principles for interim financial information
          and with the instructions to  Form-10Q and Rule 10-01 of
          Regulation S-X.  Accordingly, they do not include all of the
          information and footnotes required by generally accepted
          accounting principles for complete financial statements.  In 
          the opinion of Management, all adjustments (consisting of
          only normal recurring accruals) considered necessary for a fair
          presentation have been included.  Operating results for the
          three month period ended June 30, 1995 are not necessarily
          indicative of the results that may be expected for the year
          ending March 31, 1996.  For further information refer to the
          consolidated financial statements and footnotes thereto
          incorporated by reference in the Company's Annual
          Report on Form 10-K for the year ended March 31, 1995.































                                      -7-

PAGE
<PAGE>
                   FOREST LABORATORIES, INC. AND SUBSIDIARIES

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS




FINANCIAL CONDITION AND LIQUIDITY The financial condition of the Company
---------------------------------
continues to be strong.  The increase in cash and marketable securities,
as well as the corresponding decrease in long-term marketable securities,
was principally the result of certain of the Company's long-term
investments nearing maturity and the movement of funds to capture
optimum market yields.  Also contributing to the increase in cash was the
collection of accounts receivable resulting from periodic dating terms
given to the Company's customers. Accounts payable and accrued expenses
increased principally due to the continued growth of the Company's principal
promoted products and an increase in the overall level of the Company's
operations.  The increase in income taxes payable was due to the recording
of current period tax liabilities with corresponding payments to be made
in a subsequent quarter.  Company operations have historically provided
a strong positive cash flow and management believes that on-going
operations, when combined with the Company's strong cash position, will
continue to provide adequate liquidity to facilitate potential acquisitions
of products or companies and capital investments.
  
RESULTS OF OPERATIONS Net sales for the current quarter increased
---------------------
$14,389,000 as compared with the same period last year, principally as a
result of the continued strong growth of the Company's principal promoted
products, and the introduction during the quarter of the product Cervidil-TM- .
Net volume growth of those products amounted to $21,771,000.  Sales
decreases of certain of the Company's unpromoted product lines resulted in a
net volume decline of $7,610,000.  The remainder of the net sales change
was attributed to price and foreign exchange rate fluctuations.

Cost of sales as a percentage of sales increased to 20% during the current
quarter as compared to 19% for the same period last year due mostly to
increases in overhead costs related to the Company's facilities expansion
and lower net prices received on certain products.

The increase in selling, general and administrative expense during the
current quarter as compared with the prior year resulted from expenses 
related to the launch, during the current quarter, of the new product
Cervidil, as well as increased sales expenses related to several
co-promotion agreements entered into by the Company during the third
and fourth quarters of fiscal 1995.

Research and development expense increased during the current quarter over
the same period last year principally as a result of the cost of conducting
clinical trials in order to obtain approval of new products and the cost
of developing products using the Company's controlled release technology.
During the current quarter, there was particular emphasis on Methoxatone
and AF102B.  Methoxatone is being developed for the treatment of brain
trauma and AF102B is an M1 agonist for the treatment of Alzheimer's Disease.







                                      -8-
PAGE
<PAGE>
Part II - Other Information
---------------------------
Item 1. Legal Proceedings
        -----------------
        Reference is made to the Company's Annual Report on Form 10-K for the 
        year ended March 31, 1995, for a description of certain legal
        proceedings.

Item 6.   (b) Reports on Form 8-K - None










































                                      -9-
PAGE
<PAGE>



                                   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.


Date:  August 10, 1995

                                              


                                                Forest Laboratories, Inc.
                                                -------------------------
                                                (Registrant)



                                                /s/ Howard Solomon
                                                -------------------------       
                                                Howard Solomon
                                                President and Chief
                                                Executive Officer


                                                
                                                /s/ Kenneth E. Goodman 
                                                --------------------------  
                                                Kenneth E. Goodman
                                                Vice President - Finance






















                                      -10-


<PAGE>
    

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000038074
<NAME> JAMES BRAJA
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               JUN-30-1995
<CASH>                                         174,059
<SECURITIES>                                   107,197
<RECEIVABLES>                                  142,606
<ALLOWANCES>                                     5,241
<INVENTORY>                                     40,496
<CURRENT-ASSETS>                               482,606
<PP&E>                                          99,430
<DEPRECIATION>                                  24,650
<TOTAL-ASSETS>                                 806,023
<CURRENT-LIABILITIES>                           77,793
<BONDS>                                              0
<COMMON>                                         4,792
                                0
                                          0
<OTHER-SE>                                     728,009
<TOTAL-LIABILITY-AND-EQUITY>                   806,023
<SALES>                                        106,943
<TOTAL-REVENUES>                               110,700
<CGS>                                           20,898
<TOTAL-COSTS>                                   60,798
<OTHER-EXPENSES>                                 8,539
<LOSS-PROVISION>                                   127
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 41,363
<INCOME-TAX>                                    14,808
<INCOME-CONTINUING>                             26,555
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,555
<EPS-PRIMARY>                                      .57
<EPS-DILUTED>                                      .57
        

</TABLE>


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