UNITED STATES 	 SECURITIES AND EXCHANGE COMMISSION 		 WASHINGTON, D.C. 20549 				 				 			 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 1995 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ 		 Commission file number 1-9860 		 BARR LABORATORIES, INC. (Exact name of Registrant as specified in its charter) 	 New York 22-1927534 (State or Other Jurisdiction of (I.R.S. - Employer Incorporation or Organization) Identification No.) Two Quaker Road, P. O. Box 2900, Pomona, New York 10970-0519 	 (Address of principal executive offices) 			 914-362-1100 		 (Registrant's telephone number) 				 (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 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 of Common Stock, par value $.01, outstanding as of September 30, 1995: 9,302,088. 				 		 BARR LABORATORIES, INC. 		 INDEX PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements 	 Consolidated Balance Sheets as of 	 September 30, 1995 and June 30, 1995 3 	 Consolidated Statements of Earnings 	 for the three months ended 	 September 30, 1995 and 1994 4 	 Consolidated Statements of Cash Flows 	 for the three months ended 	 September 30, 1995 and 1994 5 	 Notes to Consolidated Financial 	 Statements 6-7 Item 2. Management's Discussion and 	 Analysis of Financial Condition and 	 Results of Operations 8-9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 10 		 BARR LABORATORIES, INC. 		 CONSOLIDATED BALANCE SHEETS 	 (thousands of dollars, except share amounts) 			 (unaudited) 					 September 30, June 30, 						 1995 1995 		ASSETS Current assets: Cash $ 52,812 $ 52,987 Accounts receivable, less allowances of $2,230 and $2,100, respectively 27,791 27,307 Inventories 31,051 35,890 Deferred income taxes 3,634 3,601 Prepaid expenses 996 678 						 Total current assets 116,284 120,463 								 								 Property, plant and equipment, net 35,233 34,799 								 Other assets 755 691 						 Total assets $152,272 $155,953 					 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 47,669 $ 55,355 Accrued liabilities 5,748 5,495 Income taxes payable 2,527 1,249 								 	 Total current liabilities 55,944 62,099 								 Long-term debt 20,360 20,371 Other liabilities 230 253 Deferred income taxes 1,311 1,377 						 Commitments & Contingencies 								 Shareholders' Equity: Common Stock $.01 par value per share Authorized 30,000,000; issued 9,354,513 and 9,334,852, respectively 94 93 Additional paid-in capital 42,602 42,230 Retained earnings 31,744 29,543 						74,440 71,866 								 Treasury stock at cost: 52,425 shares (13) (13) 							 Total shareholders' equity 74,427 71,853 						 Total liabilities and shareholders' equity $152,272 $155,953 <FN> <F1> See accompanying notes to the consolidated financial statements. </FN> 		 BARR LABORATORIES, INC. 	 CONSOLIDATED STATEMENTS OF EARNINGS 	 (thousands of dollars, except share amounts) 			 (unaudited) 				 		Three Months Ended 						 September 30, 						 1995 1994 Net sales $ 54,176 $ 44,047 		 Cost of sales 43,459 34,103 								 Gross Profit 10,717 9,944 								 Costs and expenses: Selling, general and administrative 5,060 4,192 								 Research and development 2,244 2,299 								 Earnings from operations 3,413 3,453 								 Interest income 684 316 								 Interest expense (472) (747) 								 Other (expense) income, net (17) 2 								 Earnings before income taxes 3,608 3,024 								 Income tax expense 1,407 1,179 								 Net earnings $ 2,201 $ 1,845 						 	 PER COMMON SHARE: 								 Earnings per common and common equivalent shares $ 0.23 $ 0.21 						 Earnings per common share assuming full dilution $ 0.23 $ 0.21 Weighted average number of common and common 9,509,033 8,737,701 equivalent shares 								 Weighted average number of shares assuming full 9,528,873 8,737,701 dilution <FN> <F1> See accompanying notes to the consolidated financial statements. </FN> 		BARR LABORATORIES, INC. 	 CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended September 30, 1995 and 1994 	 (thousands of dollars; unaudited) 							1995 1994 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: Net earnings $ 2,201 $ 1,845 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 1,225 995 Deferred income tax benefit (99) (791) Loss on disposal of equipment 22 - Changes in assets and liabilities: (Increase) decrease in: 	 Accounts receivable (484) (1,456) 	 Inventories 4,839 (2,078) 	 Prepaid expenses (318) (498) 	 Other assets (64) 54 Increase (decrease) in: 	 Accounts payable and accrued (7,433) 2,297 	 liabilities 	 Income taxes payable 1,278 1,981 								 Net cash provided by operating activities 1,167 2,349 								 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: Purchases of property, plant and equipment (1,857) (1,773) Proceeds from sale of property, plant and 176 - equipment Net cash used in investing activities (1,681) (1,773) 								 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: Principal payments on long-term debt (34) (24) Proceeds from exercise of stock options and employee stock purchases 373 222 								 Net cash provided by financing activities 339 198 								 Increase (decrease) in cash (175) 774 								 Cash and cash equivalents at beginning of period 52,987 36,499 Cash and cash equivalents at end of period $ 52,812 $ 37,273 					 Supplemental cash flow data-Cash paid during the period: Interest, net of portion capitalized $ 38 $ 8 							 Income taxes $ 228 $ 4 <FN> <F1> See accompanying notes to the consolidated financial statements. </FN> 		 BARR LABORATORIES, INC. 	 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 			 (unaudited) 			 				 1. Basis of Presentation The consolidated financial statements include the accounts of Barr Laboratories, Inc. and its wholly-owned subsidiaries (the "Company" or "Barr"). In the opinion of the Management of the Company, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. Interim results are not necessarily indicative of the results that may be expected for a full year. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 1995. Certain amounts in prior years' financial statements have been reclassified to conform with the current year presentation. 2. Inventories Inventories consisted of the following (in thousands of dollars): 		 	 September 30, June 30, 					 1995 1995 								 Raw materials and supplies $13,555 $17,470 Work-in-process 6,079 4,520 Finished goods 11,417 13,900 					 $31,051 $35,890 					 Tamoxifen Citrate, purchased as a finished product, accounted for approximately $6,899 and $9,966 of finished goods as of September 30, 1995 and June 30, 1995, respectively. 3. Earnings Per Common Share and Common Share Equivalents For the three month period ended September 30, 1995, earnings per common and common equivalent shares were computed by dividing the earnings applicable to common stock by the weighted average number of common and dilutive common equivalent shares outstanding during the period. For the three month period ended September 30, 1994, earnings per common share were computed by dividing the earnings applicable to common stock by the weighted average number of common shares outstanding during the period. In 1994, the effects of stock options outstanding and the convertible subordinated debt and related interest adjustment to earnings were excluded as they resulted in less than 3% dilution. 		 BARR LABORATORIES, INC. 	 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 			 (unaudited) 4. Cash and Cash Equivalents As of September 30, 1995 and June 30, 1995, approximately $34,029 and $41,143, respectively, of the Company's cash was held in a cash collateral account to secure extension of credit to it by the manufacturer of Tamoxifen Citrate. (See Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources.) 5. Commitments and Contingencies Litigation The Company, at September 30, 1995, was involved in lawsuits incidental to its business, including patent infringement actions. Management, based on the advice of legal counsel, believes that the ultimate disposition of these lawsuits will not have any significant adverse effect on the Company's consolidated financial statements. 		 BARR LABORATORIES, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Comparison of the Quarter Ended September 30, 1995 to the Quarter Ended September 30, 1994 - (thousands of dollars) Net sales increased 23% to $54,176 from $44,047. The increase is attributable to a continued increase in demand for Tamoxifen Citrate ("Tamoxifen"), the breast cancer treatment distributed by the Company. Tamoxifen sales increased 35% to $39,890 from $29,628. The growth primarily resulted from increases in the Company's market share. Tamoxifen is a patented product manufactured for the Company by the Innovator, and is distributed by the Company under a non-exclusive license agreement with the Innovator. Currently, Tamoxifen only competes against the Innovator's product, which is sold under a brand name. Sales of Barr-manufactured products were consistent with prior year's sales as additional volume of several Barr products offset price reductions impacting certain other products. Gross profit increased to $10,717 from $9,944 due to increased sales volume. However, the gross margin decreased as a percentage of net sales to 19.8% from 22.6%. This decrease is primarily attributed to lower gross margins earned on the distribution of Tamoxifen compared to margins earned on manufactured products, and by reduced prices on certain of the Company's manufactured products due primarily to increased competition. Selling, general and administrative expenses increased to $5,060 from $4,192, yet remained relatively constant as a percentage of net sales as was expected, due to the significant increase in net sales. This increase of $868 is primarily attributed to increased legal fees resulting from Barr's patent challenges, and in particular preparation for the trial regarding the Ciprofloxacin challenge; increased salaries resulting from additions in headcount; and, additional depreciation resulting from implementation of a new core computer system. Total research and development expenses were virtually unchanged from the prior year's levels, despite an increase in salaries and related costs associated with the addition of scientists and higher raw material costs associated with an increase in the number of products under development when compared to the prior year. These increases were offset by a decrease in amounts paid to outside laboratories to conduct biostudies. Such a decrease was expected since the prior year's amounts included biostudy costs for conjugated estrogens. The number, complexity and associated costs of biostudies for conjugated estrogens are greater than those for most other products currently under development. Interest income more than doubled, increasing to $684 from $316, due to a 40% increase in the average cash and cash equivalent balance in comparison to the same period in the prior year as well as an increase in the rate of return earned on those investments. Interest expense declined by $275 due primarily to the reduction in long-term debt from the February 1995 conversion of $10 million in Convertible Subordinated Notes into Barr common stock. The tax provisions for the quarters ended September 30, 1995 and 1994, were calculated at an effective tax rate of 39%. Liquidity and Capital Resources The Company had cash and cash equivalents of $52,812 at September 30, 1995, down slightly compared to $52,987 at June 30, 1995. However, the Company's unrestricted cash increased nearly $7 million to approximately $19 million from June 30, 1995, as the cash held in a cash collateral account to secure credit extended to the Company by the Innovator of Tamoxifen decreased to $34,029 from $41,143 at June 30, 1995. The decrease in the cash collateral account reflects slightly lower Tamoxifen purchases during the quarter ended September 30, 1995, compared to purchases made in the last quarter of fiscal 1995 when the Company increased purchases in order to even-out its inventory levels. The Company continues to evaluate alternatives to using cash to secure this payable, including obtaining a letter of credit facility to provide standby letters of credit to secure future Tamoxifen purchases. The Company believes that it has the right to replace the cash collateral with letters of credit once such a facility is obtained. The Company further believes that such a line will allow the Company to utilize a portion of its existing escrow funds to help fund operations and capital expenditures. Cash provided from operating activities was $1,167 for the three months ended September 30, 1995, which included net earnings of $2,201. Additionally, reductions in inventory of $4,839 as well as non-cash charges (depreciation and amortization) of $1,225 offset reductions in payables, primarily due to payments for the prior quarter's Tamoxifen purchases. The Company purchased $1,857 in capital assets during the three months ended September 30, 1995. An expansion of the Company's manufacturing facilities and the purchase of new equipment accounted for the majority of these expenditures. The Company expects that its capital expenditures may increase significantly during the remaining quarters of fiscal 1996. This anticipated increase will be primarily associated with the continued expansion of the Company's manufacturing facilities including the acquisition or construction of a new multi-purpose facility. The Company is currently evaluating alternatives for financing this facility and the related machinery and equipment. Management believes that existing capital resources, along with the Company's ability to obtain additional capital, if required, will be adequate to meet its needs for the foreseeable future. 				 		 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibit Number Exhibit 	 11 Computation of per share earnings 	 27 Financial data schedule (b) There were no reports filed on Form 8-K in the quarter 	 ended September 30, 1995. 		 BARR LABORATORIES, INC. 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. 			 BARR LABORATORIES, INC. Dated: October 25, 1995 /s/ Paul M. Bisaro 			 Paul M. Bisaro, Vice President 			 Dated: October 25, 1995 /s/ Paul M. Bisaro 			 Paul M. Bisaro, Chief Financial Officer 			 and General Counsel