MYLAN LABORATORIES INC
10-Q, 1997-11-10
PHARMACEUTICAL PREPARATIONS
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               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, 1997

                                                   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                                 November 6, 1997
      $.50 par value                                        122,111,884
- --------------------------------------------------------------------------------





<PAGE>



           MYLAN LABORATORIES INC. AND SUBSIDIARIES


                             INDEX




                                                                    Page
                                                                   Number


PART I. FINANCIAL INFORMATION

        ITEM 1:  Financial Statements

        Consolidated Balance Sheets - September 30, 1997
           and March 31, 1997                                     2A and 2B

        Consolidated Statements of Earnings - Three and Six
           Months Ended September 30, 1997 and 1996                   3

        Consolidated Statements of Cash Flows - Six
           Months Ended September 30, 1997 and 1996                   4

        Notes to Consolidated Financial Statements -
           Six Month Period Ended September 30, 1997             5 through 7

        ITEM 2:  Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations                                              8 and 9

PART II. OTHER INFORMATION                                           10
























<PAGE>



                  MYLAN LABORATORIES INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

                                   ASSETS




                                                    September 30,    March 31,
                                                         1997          1997
                                                      Unaudited      Audited
                                                      ---------     ---------
Current Assets:
    Cash and cash equivalents                        $ 93,062,000   $126,156,000
    Marketable securities                              18,774,000     13,876,000
    Accounts receivable - net                         117,535,000    115,303,000
    Inventories:
        Raw materials                                  67,681,000     51,796,000
        Work in process                                20,471,000     20,843,000
        Finished goods                                 44,306,000     28,251,000
                                                     ------------   ------------
                                                      132,458,000    100,890,000
  Prepaid and refundable income tax                     4,887,000         -
    Deferred income tax benefit                         6,861,000     13,532,000
    Other current assets                               34,784,000      9,263,000
                                                     ------------   ------------
           Total Current Assets                       408,361,000    379,020,000


Property, Plant and Equipment - at cost               208,662,000    197,466,000
    Less accumulated depreciation                      67,972,000     61,637,000
                                                     ------------   ------------
                                                      140,690,000    135,829,000
Deferred Income Tax Benefit                             2,068,000         -
Marketable Securities, non-current                     22,019,000     23,668,000
Investment in and Advances to Somerset                 26,716,000     25,113,000
Intangible Assets-net of accumulated amortization     132,934,000    137,062,000
Other Assets                                           82,971,000     76,888,000
                                                     ------------   ------------
Total Assets                                         $815,759,000   $777,580,000
                                                     ============   ============



               See Notes to Consolidated Financial Statements
                                    -2A-


<PAGE>



                       LIABILITIES AND SHAREH0LDERS' EQUITY


                                                    September 30,     March 31,
                                                         1997          1997
                                                      Unaudited       Audited
                                                      ---------       --------
Current Liabilities:
    Trade accounts payable                        $ 17,222,000    $ 18,039,000
    Current portion of long-term obligations        18,768,000      17,453,000
    Income taxes payable                            15,820,000      13,795,000
    Other current liabilities                       27,406,000      24,566,000
    Cash dividends payable                           4,894,000       4,893,000
                                                  ------------    ------------
           Total Current Liabilities                84,110,000      78,746,000
Long-Term Obligations                               32,175,000      32,593,000
Deferred Income Tax Liability                            -           6,501,000
  
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
        122,933,112 shares at September 30,
        1997 and 122,814,956 shares at
        March 31, 1997                              61,467,000      61,407,000
    Additional paid-in capital                      90,528,000      89,262,000
    Retained earnings                              550,973,000     513,750,000
    Net unrealized gain (loss) on investments        1,769,000       (947,000)
                                                  ------------
                                                   704,737,000     663,472,000
    Less Treasury stock - at cost, 849,113
        shares at September 30, 1997 and
        752,950 shares at March 31, 1997             5,263,000       3,732,000
                                                  ------------    ------------

Net Worth                                          699,474,000     659,740,000
                                                  ------------    ------------
Total Liabilities and Shareholders' Equity        $815,759,000    $777,580,000
                                                  ============    ============





         See Notes to Consolidated Financial Statements
                              -2B-



<PAGE>

<TABLE>
<S>                             <C>               <C>                        <C>              <C>

                                                MYLAN LABORATORIES INC. AND SUBSIDIARIES
                                                  CONSOLIDATED STATEMENTS OF EARNINGS
                                                                UNAUDITED
  
                                 Three Months Ended September 30,            Six Months Ended September 30,
                                 -------------------------------             ------------------------------
                                       1997              1996                    1997               1996
                                       ----              ----                    ----               ----
REVENUES:
  Net Sales                        $ 127,133,000     $ 108,981,000           $ 236,321,000      $ 207,524,000

  Other Revenues                      26,822,000           -                    26,822,000             -
                                   -------------     -------------           -------------       -------

TOTAL REVENUES                       153,955,000       108,981,000             263,143,000        207,524,000
COST AND EXPENSES:
    Cost of Sales                     71,201,000        63,836,000             132,580,000        119,615,000
    Research and Development          12,124,000        10,255,000              23,815,000         20,786,000
    Selling and Administrative        31,482,000        19,465,000              51,221,000         40,716,000
                                   -------------     -------------           -------------     --------------
                                     114,808,000        93,556,000             207,617,000        181,117,000
                                     114,807,000        93,556,000             207,616,000        181,117,000
EQUITY IN EARNINGS OF SOMERSET         2,456,000         5,002,000               6,592,000         10,045,000

OTHER INCOME                           4,437,000         3,769,000               6,263,000          7,761,000
                                   -------------     -------------           -------------     --------------

EARNINGS BEFORE INCOME TAXES          46,041,000        24,196,000              68,382,000         44,213,000
INCOME TAX RATE                              34%               28%                     31%                29%

INCOME TAXES                          15,650,000         6,848,000              21,393,000         12,854,000
                                   -------------     -------------           -------------     --------------
NET EARNINGS                       $  30,391,000     $  17,348,000           $  46,989,000     $   31,359,000
                                   =============     =============           =============     ==============
EARNINGS PER SHARE                 $         .25     $         .14           $         .39     $          .26
                                   =============     =============           =============     ==============
WEIGHTED AVERAGE COMMON SHARES       122,029,000       121,892,000             122,047,000        121,880,000
                                   =============     =============           =============     ==============


The Company has paid regular  quarterly  cash  dividends of $.04 per share since
October 1995.

                                             See Notes to Consolidated Financial Statements
                                                                   -3-

</TABLE>
<PAGE>

<TABLE>

                          MYLAN LABORATORIES INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                       UNAUDITED
<S>                                                     <C>               <C>
                                                               1997             1996
                                                               ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Earnings                                           $ 46,989,000     $ 31,359,000
    Adjustments to reconcile net earnings to net
        cash (used in) provided from operating activities:                     8,876,000
           Depreciation and amortization                     10,529,000        2,553,000
           Deferred income taxes                            (1,108,000)     (10,045,000)
           Equity in earnings of Somerset                   (6,592,000)        7,390,000
           Cash received from Somerset                        4,989,000      (2,053,000)
           Allowances on accounts receivable                  5,500,000      (1,349,000)
           Other non-cash items                                 866,000
        Changes in operating assets and liabilities:                        (13,503,000)
           Accounts receivable                              (7,982,000)           80,000
           Inventories                                     (31,555,000)      (1,683,000)
           Trade accounts payable                             (817,000)      (2,327,000)
           Income taxes payable                             (5,115,000)        6,800,000
                                                                              ----------
           Other operating assets and liabilities          (22,682,000)       26,098,000
                                                           -----------
Net cash (used in) provided from operating activities       (6,978,000)
CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property, plant and equipment             (11,196,000)     (14,223,000)
    Increase in intangible and other assets                 (4,465,000)     (27,949,000)
    Proceeds from investment securities                       7,706,000       12,848,000
    Purchase of investment securities                       (6,776,000)     (14,318,000)
                                                           ------------     -----------
Net cash used in investing activities                      (14,731,000)     (43,642,000)
CASH FLOWS FROM FINANCING ACTIVITIES
    Payments on long-term obligations                       (1,416,000)      (1,415,000)
    Cash dividends paid                                     (9,764,000)      (9,742,000)
    Repurchase of Common Stock                              (1,507,000)                -
    Proceeds from exercise of stock options                   1,302,000          700,000
                                                           ------------     ------------
Net cash used in financing activities                      (11,385,000)     (10,457,000)
                                                          ------------     ------------
Net Decrease in Cash and Cash Equivalents                  (33,094,000)     (28,001,000)
Cash and Cash Equivalents - Beginning of Period            126,156,000       176,980,000
                                                          -------------     ------------




Cash and Cash Equivalents - Beginning of Period             126,156,000      176,980,000
                                                           ------------     ------------
Cash and Cash Equivalents - End of Period                  $ 93,062,000     $148,979,000
                                                           ============     ============

CASH PAID DURING THE PERIOD FOR:
    Interest                                               $    350,000     $    425,000
    Income Taxes                                           $ 27,640,000     $ 12,627,000






                                             See Notes to Consolidated Financial Statements
                                                                   -4-

</TABLE>
<PAGE>



                        MYLAN LABORATORIES INC. AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 SIX MONTH PERIOD ENDED
                                   SEPTEMBER 30, 1997

                                        Unaudited

A.    In the opinion of management, the accompanying unaudited consolidated
      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, 1997 and March 31, 1997 together with the
      results of operations and cash flows for the interim periods ended
      September 30, 1997 and 1996.  The consolidated results of operations for
      the three and six months ended September 30, 1997 and 1996 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 1997
      Annual Report and Report on Form 10-K.

C.    In June 1997, the Company's subsidiary Mylan Pharmaceuticals Inc.("Mylan")
      entered into an exclusive supply and distribution  agreement with Genpharm
      Inc.  ("Genpharm"),  a  Canadian  corporation,  relating  to the  sale  of
      ranitidine HCL tablets ("ranitidine") in the United States.  Ranitidine is
      the generic version of Glaxo's Zantac(R).

      Under the terms of the  agreement  Mylan and  Genpharm  will  share in the
      combined profits resulting from the sale, by Mylan, of ranitidine  tablets
      manufactured  by either Mylan or  Genpharm.  In  addition,  the  agreement
      provides that Mylan shall be entitled to share in any benefit  received by
      Genpharm as a result of Genpharm entering into any ageement with any third
      party, which would affect either the marketing of ranitidine or Genpharm's
      ability to supply product to Mylan.

      As  announced  by the  Company on July 24,  1997,  after a series of court
      decisions,  Genpharm  received  notice  from the FDA on July 23, 1997 that
      Genpharm  was  entitled to generic  marketing  exclusivity  with regard to
      ranitidine  tablets through August 29, 1997.  While Glaxo's initial patent
      exclusivity  relating to the  product  expired on July 25,  1997,  neither
      Genpharm nor Mylan had resolved their  respective legal matters with Glaxo
      and  accordingly  both were  prohibited  from marketing  their  respective
      products.

     On July 31, 1997, Genpharm entered into an agreement with Novopharm Limited
     a Canadian  Corporation,  and its United  States  subsidiary  Granutec Inc.
     ("Novopharm"),whereby  Genpharm  agreed  to  waive  its  generic  marketing
     exclusivity period in favor of Novopharm.  Novopharm had previously settled
     its patent issues with Glaxo.  Based on the agreement  between Genpharm and
     Novopharm,  the FDA,  on August 1, 1997,  approved  the  Novopharm  generic
     ranitidine  product for sale in the United States.  Upon notice of approval
     from the FDA,  Novopharm  immediately  began  marketing  the product in the
     United States.




                                       -5-


<PAGE>



                        MYLAN LABORATORIES INC. AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 SIX MONTH PERIOD ENDED
                                   SEPTEMBER 30, 1997

                                        Unaudited

C.    (con't) Under the terms of the agreement  between  Genpharm and Novopharm,
      Genpharm is entitled to receive  compensation  from  Novopharm  predicated
      upon  Novopharm's  sales of the product  through  December  31, 1997 and a
      profit  allocation  factor  which  is  significantly   reduced  after  the
      exclusivity  period.  Under the terms of the  agreement  between Mylan and
      Genpharm,  Mylan is  entitled  to share in the  compensation  received  by
      Genpharm from Novopharm.

      During the quarter ended September 30, 1997, the Company recognized income
      of  $26,822,000   recorded  under  the  caption  "Other  Revenue"  with  a
      corresponding   receivable  reported  under  the  caption  "Other  current
      assets".  This amount  represents the Company's  best  estimate,  based on
      information  provided by both  Genpharm and  Novopharm,  of the  Company's
      revenue for the respective period resulting from Genpharm's agreement with
      Novopharm. The amount of revenue to be recognized by the Company in future
      quarters  will be  affected  by a final  accounting  of the net  sales and
      expenses  incurred by Novopharm  during the contract  period.  The revenue
      recognized  by the  Company  increased  net  earnings  for the  quarter by
      approximately $16,388,000 or $.13 per share.

      Subsequent to Genpharm's  agreement with Novopharm,  Genpharm resolved its
      patent-related issues with Glaxo. Accordingly,  on September 1, 1997 Mylan
      began marketing ranitidine manufactured by Genpharm under the terms of the
      distribution agreement between Mylan and Genpharm.  Sales of ranitidine by
      the Company are included  under the caption "Net Sales".  Promotional  and
      marketing  costs  associated  with the launch of the product are  included
      under the caption "Selling and  Administrative"  (see note D). Genpharms's
      portion of the combined  profits  resulting from the sale of ranitidine by
      Mylan, as determined in accordance with the  distribution  agreement,  are
      included under the caption "Cost of Sales".

D.    During the quarter ended September 30, 1997, the Company incurred
      significant costs associated with the launch of new generic products
      including ranitidine.  The most significant cost incurred was for stocking
      fees paid or credited to customers to assist the customers in their
      conversion and promotion of the new generic products, primarily
      ranitidine.  A total of $9,533,000 of unusual promotional and marketing
      costs associated with the launch of new generic products was expensed
      during the quarter.  This unusual expense reduced net earnings for the
      quarter by approximately $6,930,000 or $.06 per share.

E.    In August 1997, Key Pharmaceuticals,  Inc. filed suit in the United States
      District  Court for the  Western  District  of  Pennsylvania  against  the
      Company and certain subsidiaries  claiming patent infringement relating to
      the  marketing  of  its  nitriglycerin  transdermal  system.  The  Company
      received  FDA  approval  for  its  nitriglycerin   transdermal  system  in
      September 1996 and immediately began marketing the product.


                                   -6-


<PAGE>



                   MYLAN LABORATORIES INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SIX MONTH PERIOD ENDED
                              SEPTEMBER 30, 1997

                                   Unaudited

E.    (con't) The relief sought includes a preliminary and permanent injunction,
      treble damages along with interest and attorneys'  fees and expenses.  The
      Company  believes  the suit is without  merit and  intends  to  vigorously
      defend its position.

      A suit was filed by Synthecon,  Inc in Harris County Circuit Court, Harris
      County,  Texas against the Company relating to a license agreement entered
      into by VivoRx Inc. and the National Aeronautics and Space Administration.
      VivoRx  Inc. is a  biotechnology  company in which the Company had made an
      investment.  The suit seeks  unspecified  damages for allegedly  depriving
      Sythecon of its rights under the license.  The Company  believes this suit
      is without merit and intends to vigorously defend its position.

      On  November  4, 1997 the  Company  entered  into a  settlement  agreement
      related to an arbitration  award against its Bertek Inc.  subsidiary.  The
      Company had accrued expense for this settlement in previous quarters.

F.    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.

      Condensed  unaudited  financial  information of Somerset for the three and
      six month  periods  ended  September  30, 1997 and 1996 are as follows (in
      thousands):


                          Three Months Ended            Six Months Ended
                            September 30,                September 30,
                              1997        1996           1997        1996
                              ----        ----           ----        ----

        Net Sales            $15,110     $26,224        $32,383     $56,367
        Costs and Expenses   (8,007)    (11,733)       (13,254)    (28,028)

        Income Taxes         (2,485)     (5,337)        (6,640)    (10,144)
                            -------     -------        -------     -------
        Net Earnings         $ 4,618     $ 9,154        $12,489     $18,195
                             =======     =======        =======     =======


      The above  information  represents 100% of Somerset's  operations of which
      the Company  has a 50%  interest.  Somerset's  marketing  exclusivity  for
      Eldepryl(R)  under the Orphan Drug Act  expired on June 6, 1996,  Somerset
      has  experienced  increased  competition  since  August  1996,  due to the
      approval of several  generic  tablet forms of Eldepryl(R) by the FDA. This
      has resulted in the decrease in sales and net earnings from 1996 to 1997.





                                      -7-



<PAGE>



                  PART 1 - FINANCIAL INFORMATION

           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations
      Net  earnings  for  the  three  months  ended   September  30,  1997  were
$30,391,000 representing a 75% increase over the same quarter a year ago and for
the six months then ended were $46,989,000  representing a 50% increase over the
same period a year ago. Net earnings for the three and six month  periods  ended
September 30, 1997  includes  approximately  $.13 per share  relating to revenue
recognized  by the Company as a result of the sale of generic  ranitidine  by an
unrelated party during the quarter (see note C) and was reduced by approximately
$.06 per share as a result of unusual  promotional  expense  associated with the
launch of new generic  products by the Company  including  the launch of generic
ranitidine by the Company in September (see note D).

      In addition to the unusual items  identified  above, net earnings for both
the three and six month periods ended September 30, 1997 were favorably impacted
by the  addition of 14  products to the  Company's  generic  product  line since
September 30, 1996  including  six products  added during the quarter ended June
30, 1997 and four products  added during the quarter  ended  September 30, 1997.
The addition of new generic products and continued  volume increases  throughout
the generic  product  line have more than offset the price  deterioration  which
continues to plague the generic  industry.  Generic volume of almost 1.9 billion
tablets,  capsules  and patches  for the  quarter and 3.4 billion  year to date,
represents 14% growth over the same periods a year ago.

     As a result of the items  identified in the previous  paragraph,  net sales
for the quarter increased by 17% from last year to $127,133,000 and gross profit
(net sales less cost of goods sold) as a percentage of net sales  increased from
41% last year to 44% this year.  For the six month  period ended  September  30,
1997 net sales  increased  by 14% from the same  period  from the prior  year to
$236,321,000 and gross profit as a percentage of net sales increased from 42% to
44%.

      Research and  development  expenses of $12,121,000 for the quarter are 18%
higher than the same quarter last year, and consistent with the steady quarterly
increase realized throughout the past year. Year to date expenses of $23,815,000
are 15%  higher  than last  year.  Based on the  current  status of the  various
research  projects in progress,  including  generic,  innovative and transdermal
patch related projects,  the Company expects quarterly expenditures for research
and development to increase to  approximately  $14,000,000 by the quarter ending
March 31, 1998.








                                   -8-




<PAGE>



      Selling and  administrative  expenses of $31,482,000 for the quarter ended
September 30, 1997 include  $9,533,000 in promotional  expenses  associated with
the launch of new generic  products  during the quarter (see note D).  Excluding
this unusual  expense year to date  selling and  administrative  expenses are 2%
higher than last year.  With the  addition of  Maxzide(R)  and  Nitrek(TM),  the
Company  has begun to expand its  branded  sales  initiative  through its Bertek
Pharmaceuticals  Inc.  division  resulting in higher selling and  administrative
expenses. The Company intends to continue to expand this area in preparation for
the addition of new branded products.

      Equity in Earnings of Somerset  includes the  Company's 50% portion of the
net  earnings of  Somerset,  which are  generated  exclusively  from the sale of
Eldepryl(R).  In May of 1996,  Somerset  withdrew its tablet form of Eldepryl(R)
from the market and replaced it with an  easy-to-identify  Eldepryl(R)  capsule.
Despite the  withdrawal of the tablet form of the innovator  product,  in August
1996 the Food and Drug  Administration  approved  several  generic  versions  of
Eldepryl(R) in tablet form.

      The impact of  generic  competition  has and will  continue  to  adversely
affect Somerset's  contribution to the Company's net earnings.  The reduction in
Somerset's   revenues  resulting  from  generic   competition  may  also  impact
Somerset's  ability  to  continue  research  and  development   expenditures  at
historical levels.

      The  effective  tax rate for the  quarter  ended  September  30,  1997 was
impacted by the Other Revenue  recognized during the quarter which is subject to
the full Federal and State tax rates. Absent such income in future quarters, the
Company  expects  the  effective  tax  rate to  return  to the 28% to 30%  range
previously realized.

Liquidity, Capital Resources and Financial Condition

      The Company's  balance  sheet remains very strong with working  capital of
$324,251,000, total assets of $815,759,000 and total equity of $699,474,000. The
ratio of current assets to current  liabilities was 4.9 to 1 as of September 30,
1997 compared to 4.8 to 1 at March 31, 1997.

      Significant  changes in balance sheet accounts  between March 31, 1997 and
September 30, 1997 relate  principally to the settlement of the Internal Revenue
Service audit during the period,  increased  inventory  levels  attributable  to
continued  higher  demand for the  Company's  products,  and the  recording of a
receivable  from Genpharm in "Other  current  assets" (see note C). These timing
items are  mainly  responsible  for the  significant  change in cash  flows from
operating activities between the current period and the same period a year ago.

      The acquisition of Maxzide(R) in the prior period is primarily responsible
for the decrease in cash used in investing activities during the current period.







                                        -9-


<PAGE>



PART II. OTHER INFORMATION

      Item 1. Legal Proceedings

     The information  required by item 1 is hereby  incorporated by reference to
     notes E on pp. 6 and 7 on this Form 10-Q for the period ended September 30,
     1997.

      Item 4. Results of Sharelholder Elections

      On July 24, 1997 the annual shareholders'  meeting was held in Morgantown,
      West  Virginia.  The  adoption  of the 1997  Incentive  Stock  Option Plan
      proposal as further  described in the Company's  Proxy Statement dated May
      31, 1997 was voted upon and approved by the  shareholders  at the meeting.
      Of the 74,456,869  shareholder  votes cast 88.2% voted for the Plan,  8.5%
      voted against or withheld their vote and 3.3% abstain from voting.

      In addition,  the shareholders  elected the seven directors  nominated and
      elected  the  independent  auditors  of the  Company as  described  in the
      Company's Proxy Statement.

      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  filed on Form 8-K
               during the three months ended September 30, 1997.


                                                               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  11/10/97                                 /s/ Milan Puskar
- ------------------------                       Milan Puskar
                                               Chairman of the Board, Chief
                                               Executive Officer and President






DATE  11/10/97                                 /s/ Donald C. Schilling
- ------------------------                       Donald C. Schilling
                                               Vice President of Finance





                                     -10-


<TABLE> <S> <C>


<ARTICLE>             5

<LEGEND>

                             Financial Data Schedule
                     Mylan Laboratories Inc. and Subsidiaries
                           Article 5 of Regulation S-X


The schedule contains summary financial information extracted from
the Consolidated Balance Sheet at September 30, 1997 and the
Consolidated Statement of Earnings for the six months ended September
30, 1997 and is qualified in its entirety by reference to such
consolidated financial statements.


</LEGEND>
<CIK>                         0000069499  
<NAME>                        none
                                          
<S>                                 <C>       
<PERIOD-TYPE>                          3-MOS            
<FISCAL-YEAR-END>                     MAR-31-1998             

<PERIOD-END>                          SEP-30-1997              
                                               
<CASH>                                 93,062,000              
<SECURITIES>                           18,774,000              
<RECEIVABLES>                         137,666,000              
<ALLOWANCES>                           20,131,000              
<INVENTORY>                           132,458,000              
<CURRENT-ASSETS>                      408,361,000              
<PP&E>                                208,662,000              
<DEPRECIATION>                         67,972,000              
<TOTAL-ASSETS>                        815,759,000              
<CURRENT-LIABILITIES>                  84,110,000              
<BONDS>                                38,929,000              
                           0              
                                     0               
<COMMON>                               61,467,000              
<OTHER-SE>                            638,007,000              
<TOTAL-LIABILITY-AND-EQUITY>          815,759,000              
<SALES>                               236,321,000              
<TOTAL-REVENUES>                      263,143,000              
<CGS>                                 132,580,000              
<TOTAL-COSTS>                         132,580,000                     
<OTHER-EXPENSES>                       75,036,000          
<LOSS-PROVISION>                                0          
<INTEREST-EXPENSE>                      1,508,000          
<INCOME-PRETAX>                        68,382,000          
<INCOME-TAX>                           21,393,000          
<INCOME-CONTINUING>                    46,989,000          
<DISCONTINUED>                                  0          
<EXTRAORDINARY>                                 0          
<CHANGES>                                       0          
<NET-INCOME>                           46,989,000          
<EPS-PRIMARY>                                 .39          
<EPS-DILUTED>                                 .39                        

                                               
                                    

</TABLE>


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