<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a - 16 AND 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 1996 COMMISSION FILE NUMBER 001-11145
BIOVAIL CORPORATION INTERNATIONAL
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
2488 DUNWIN DRIVE, MISSISSAUGA, ONTARIO L5L 1J9, CANADA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (416) 285-6000
INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES
OR WILL FILE ANNUAL REPORTS UNDER COVER OF FORM 20-F OR FORM 40-F
FORM 20-F X FORM 40-F
--- ---
INDICATE BY CHECK MARK WHETHER FOR REGISTRANT BY FURNISHING THE INFORMATION
CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO THE
COMMISSION PURSUANT TO RULE 12g 3-2 (b) UNDER THE SECURITIES EXCHANGE ACT OF
1934.
YES NO X
--- ---
<PAGE> 2
BIOVAIL CORPORATION INTERNATIONAL
QUARTERLY REPORT
INDEX
PART 1. FINANCIAL INFORMATION
<TABLE>
<S> <C>
CONSOLIDATED BALANCE SHEETS, MARCH 31, 1996 AND
DECEMBER 31, 1995 .................................................. 1
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 ................. 2
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 ................. 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................. 4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS .......................................... 6
PART II. OTHER INFORMATION ......................................... 10
</TABLE>
(ALL DOLLAR AMOUNTS IN THIS DOCUMENT ARE EXPRESSED IN U.S. DOLLARS UNLESS
OTHERWISE STATED.)
<PAGE> 3
BIOVAIL CORPORATION INTERNATIONAL
CONSOLIDATED BALANCE SHEETS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT
Cash and short-term deposits $28,431 $ 24,323
Trade accounts receivable 6,913 6,379
Inventories 5,300 3,868
Deposits and prepaid expenses 457 176
------- --------
41,101 34,746
FIXED ASSETS, net 21,157 19,910
GOODWILL, net 3,554 3,594
PRODUCT RIGHTS, net 2,602 2,617
------- --------
$68,414 $ 60,867
======= ========
LIABILITIES
CURRENT
Accounts payable $ 4,717 $ 5,628
Accrued liabilities 6,320 3,043
Income taxes payable 883 968
Deferred revenue 25,602 22,167
Current portion of long-term debt 2,833 2,244
------- --------
40,355 34,050
DEFERRED REVENUE 1,560 4,274
LONG-TERM DEBT 7,252 7,951
------- --------
49,167 46,275
------- --------
SHAREHOLDERS' EQUITY
Share capital 14,528 14,489
Retained Earnings, (deficit) 4,115 (572)
Cumulative translation adjustment 604 675
------- --------
19,247 14,592
------- --------
$68,414 $ 60,867
======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
1
<PAGE> 4
BIOVAIL CORPORATION INTERNATIONAL
CONSOLIDATED STATEMENTS OF INCOME
(ALL DOLLAR AMOUNTS EXCEPT PER SHARE DATA ARE EXPRESSED IN THOUSANDS OF U.S.
DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
REVENUE
Contract $ 1,157 $ 1,829
Manufacturing 12,771 1,231
Royalty and licensing 2,963 2,441
----------- -----------
16,891 5,501
----------- -----------
EXPENSES
Cost of contract revenue 929 995
Cost of manufactured goods sold 5,464 477
Research and product development 2,039 648
Selling, general and administrative 2,943 1,638
Royalty and commission 617 329
----------- -----------
11,992 4,087
----------- -----------
OPERATING INCOME 4,899 1,414
INTEREST INCOME (EXPENSE), NET 170 (106)
----------- -----------
INCOME BEFORE INCOME TAXES 5,069 1,308
PROVISION FOR INCOME TAXES 382 8
----------- -----------
NET INCOME $ 4,687 $ 1,300
=========== ===========
EARNINGS PER SHARE $ 0.18 $ 0.05
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 25,343,000 24,826,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE> 5
BIOVAIL CORPORATION INTERNATIONAL
CONSOLIDATED STATEMENTS OF CASH FLOWS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1996 1995
-------- -------
<S> <C> <C>
NET INFLOW (OUTFLOW) OF CASH RELATED
TO FOLLOWING ACTIVITIES
OPERATING
Net income $ 4,687 $ 1,300
Depreciation and amortization 464 284
-------- -------
5,151 1,584
Change in non-cash operating items (Note 2) 978 19
-------- -------
6,129 1,603
-------- -------
INVESTING
Additions to fixed assets (1,632) (87)
Additional consideration with respect to the
acquisition of subsidiary companies - (957)
-------- -------
(1,632) (1,044)
-------- -------
FINANCING
Issuance of share capital 25 35
Increase in long-term debt 249 -
Reduction in long-term debt (369) (12)
-------- -------
23
(95)
-------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (294) 399
-------- -------
INCREASE IN CASH 4,108 981
CASH AND SHORT-TERM DEPOSITS,
BEGINNING OF PERIOD 24,323 2,819
-------- -------
CASH AND SHORT-TERM DEPOSITS, END OF PERIOD $ 28,431 $ 3,800
======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 6
BIOVAIL CORPORATION INTERNATIONAL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S DOLLARS)
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Biovail Corporation International (the "Company"), was amalgamated
effective March 29, 1994, under the laws of the province of Ontario. The
Company's accounting and reporting policies conform to generally accepted
accounting principles in Canada. There were no material differences between
generally accepted accounting principles in Canada and generally accepted
accounting principles in the United States.
1995 figures
Certain of 1995 figures have been reclassified to conform to the 1996
presentation.
For a full description of the other accounting policies of the Company,
reference is made to the Annual Report on Form 20-F for the year ended December
31, 1995.
In the opinion of management, all adjustments necessary for a fair
presentation of the financial position, results of operations and cash flows for
the period presented have been made and all such adjustments are of a normal
recurring nature.
2. CHANGE IN NON-CASH OPERATING WORKING CAPITAL
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, (IN THOUSANDS)
-------------------------------------------
1996 1995
------- ------
<S> <C> <C>
Accounts receivable $ (481) $1,465
Inventories (1,427) 422
Deposits and prepaid expenses (282) (686)
Accounts payable and accrued liabilities 2,566 (361)
Income taxes payable (93) 111
Deferred revenue 695 (932)
------- ------
$ 978 $ 19
======= ======
</TABLE>
3. CONTINGENCIES
On November 12, 1993, a patent infringement lawsuit was commenced in
the U.S. District Court, for the District of New Jersey, by Marion Merrell Dow,
Inc. ("MMD"), Carderm Capital LP and Elan Corporation plc ("Elan") against
Hoechst-Roussel Pharmaceuticals, Inc. ("Hoechst").
4
<PAGE> 7
BIOVAIL CORPORATION INTERNATIONAL
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S DOLLARS)
(UNAUDITED)
3. CONTINGENCIES (CONTINUED)
Hoechst was licensed by the Company for the once-daily controlled
release formulation of Diltiazem. The complaint alleged that Hoechst had
infringed certain patents relating to a controlled absorption diltiazem
formulation and sought, among other things, to enjoin Hoechst from infringing.
As a result of the Settlement Agreement among Hoechst, MMD and Carderm
Capital LP, that suit was discontinued on behalf of those plaintiffs. However,
Elan has continued this suit as sole plaintiff.
The Company has answered Elan's allegations of patent infringement by
denying any such infringement and by asserting that, in any event, Elan's
patents are invalid and therefore unenforceable. The Company has received a
legal opinion that Elan's lawsuit is without merit and it has accordingly,
launched an Application for a summary dismissal of Elan's complaint. The Company
has also commenced a substantial counterclaim against Elan.
5
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN U.S. DOLLARS)
OVERVIEW
The Company derives its revenues from; 1) the development and licensing of oral
controlled release products using its proprietary drug delivery technology; (2)
the manufacture of such drugs for sale to licensees; (3) royalties from sales by
licensees of Company developed products; and (4) providing contract research
services including pharmacokinetic studies, bioanalytical laboratory testing,
and clinical research studies and regulatory services.
The Company's profitability in a given year is directly impacted by the level of
its research and product development activities. Such costs are charged to
earnings in the year they are incurred notwithstanding the fact that the
benefits therefrom are not realized until later periods when the products under
development are licensed and brought to market and revenues are generated from
royalties based on the level of sales and manufacturing revenues are generated
through the retention of manufacturing rights.
RESULTS OF OPERATIONS
Contract research revenue in the 1996 first quarter was $1,157,000 as compared
to $1,829,000 in the 1995 first quarter. The first quarter of 1995 included a
cancellation fee payment for a special study by a former Tiazac(R) licensee.
Excluding that payment, revenues for the Contract Research Division were
approximately equal over the comparable periods.
Manufacturing revenue was $12,771,000 in the 1996 first quarter as compared to
$1,231,000 in the 1995 first quarter. The 1996 manufacturing revenue was related
to the manufacture of launch supplies of Tiazac(R) to the Company's licensee
Forest Laboratories Inc. ("Forest"). The 1995 manufacturing revenue was derived
from the sale of launch supplies of Tiazac(R) to the Company's previous
licensee, Hoechst-Roussell Pharmaceuticals.
6
<PAGE> 9
In the 1996 first quarter, royalty and licensing revenue was $2,963,000 as
compared to $2,441,000 in the 1995 first quarter.
Royalty revenue increased to $2,963,000 in the 1996 first quarter period from
$1,441,000 in the 1995 first quarter period. The increase in royalty revenues
are primarily due to the launch of Tiazac(R) by Forest in the United States and
increased Oruvail sales volumes in the United States by Wyeth-Ayerst
Laboratories.
Revenue from the licensing of new products was nil in the 1996 first quarter as
compared to $1,000,000 in the 1995 first quarter. The licensing revenue received
in 1995 relates to the assignment and licensing rights for Tiazac(R) to the
Company's then licensee.
The gross margin on contract revenue was 20% in the 1996 first quarter as
compared to 45% in the 1995 first quarter. The 1995 gross margin was impacted
due to the inclusion of $567,000 of non-refundable prepaid amounts related to
the cancellation of a special study by a former licensee; excluding this amount
the gross margin for the 1995 first quarter was 15%.
The gross margin on manufacturing revenue was 57% in the 1996 first quarter as
compared to 61% in the 1995 first quarter. The 1996 margin was impacted by the
manufacture of both trade and sample supplies of Tiazac(R) compared to only
trade supplies in 1995.
Research and product development expenses increased to $2,039,000 in the 1996
first quarter from $648,000 in the 1995 first quarter, primarily as a result of
increased levels of product development activities.
Selling, general and administrative expenses increased to $2,943,000 in the 1996
first quarter compared to $1,638,000 in the 1995 first quarter. The period to
period increases are primarily as a result of the commencement of the Canadian
sales operation, increased activities associated with the manufacturing
facilities and increased corporate expenses due to the hiring of key management
personnel.
Royalty and commission expenses were $617,000 in the 1996 first quarter as
compared to $329,000 in the 1995 first quarter and represent fees paid to
technology and other partners.
7
<PAGE> 10
Operating income of $4,899,000 was achieved in the 1996 first quarter as
compared to operating income of $1,414,000 in the 1995 comparable period.
Canadian operations incurred losses of $2,737,000 in 1996 as compared to an
operating income of $409,000 in 1995. Operating income of $906,000 and $346,000
in each of the 1996 and 1995 periods respectively was earned by the Company's
subsidiary in Switzerland through royalties earned on the Company's products.
Barbados contributed operating income of $6,728,000 in the 1996 first quarter
compared to $346,000 in the 1995 comparable period. The increased operating
contribution in Barbados is primarily due to the sales of Tiazac(R).
Net interest income was $170,000 in the 1996 first quarter as compared to
interest expense of $106,000 in the 1995 first quarter. The interest income in
1996 was as a result of surplus cash and a lower level of interest bearing debt.
Income taxes in the 1996 first quarter increased to $382,000 from $8,000 in the
1995 first quarter period as a result of increased operating income.
In the 1996 first quarter, the Company reported net income of $4,687,000, or
$0.18 per share as compared to net income of $1,300,000 or $0.05 per share in
the 1995 first quarter. Earnings per share have been calculated using the
weighted average number of shares outstanding during each period and take into
effect the 3 for 1 stock split completed in January 1996.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, 1996, the Company generated $6,129,000 in
cash-flow from operating activities compared to $1,603,000 in the 1995
comparable period. Cash generated was as a result of income from operations
(after adding back non-cash charges) of $5,151,000 and 1,584,000 in the 1996
first quarter and 1995 first quarter respectively, and an increase in non-cash
operating items of $978,000 and $19,000 in the two respective quarters.
8
<PAGE> 11
Net cash of $95,000 was used in financing activities in the 1996 first quarter
compared to a provision of net cash of $23,000 in the 1995 first quarter. The
1996 cash utilization was as a result of long-term debt repayments of $349,000,
offset in part by the issuance of common shares for $25,000 and increases in
long-term debt of $249,000. In the same period of 1995, cash provided was due to
the issuance of common shares for $35,000, offset in part by long-term debt
repayments of $12,000.
Investing activities used cash of $1,632,000 in the 1996 first quarter, compared
to $1,044,000 in the 1995 first quarter. Additions to fixed assets used cash of
$1,632,000 in the 1996 first quarter as compared to $87,000 in the 1995
comparable period. Additional cash of $957,000 was used in the 1995 first
quarter as final consideration with respect to the acquisition of subsidiary
companies in 1994.
Exchange rate changes on foreign cash balances resulted in a reduction of
$249,000 in the 1996 first quarter, compared to an increase of $399,000 in the
1995 first quarter.
As a result of the foregoing, cash balances increased to $28,431,000 as at March
31, 1996 as compared to $3,800,000 at March 31, 1995.
The Company's total long-term debt was $10,085,000 as at March 31, 1996 as
compared to $10,195,000 at March 31, 1995. Long-term debt at March 31, 1996, is
comprised of $6,266,000 related to the manufacturing facility located in
Manitoba, Canada; $1,801,000 is a mortgage payable on its laboratory facility
and $2,018,000 is a bank term loan. With respect to the debt relating to the
manufacturing facility, an aggregate amount of $3,041,000 is a non-interest
bearing loan from a Canadian government agency and $ 3,225,000 is a construction
loan from a Canadian chartered bank. The Company has available a line of credit
of $1,500,000 for short-term financing.
The Company believes it has adequate capital and sources of financing to support
its ongoing operational requirements. Furthermore, the Company believes it will
be able to obtain long-term capital, if necessary, to support its growth
objectives.
9
<PAGE> 12
INFLATION
Inflation has not had a material impact on the Company's operations.
FOREIGN CURRENCY
The Company does not currently engage in hedging or other activities to reduce
exchange rate risk but may do so in the future, if conditions warrant.
10
<PAGE> 13
BIOVAIL CORPORATION INTERNATIONAL
PART II - OTHER INFORMATION
1. OPERATIONAL INFORMATION
The press releases issued by the Company in the 1996 first quarter are
attached as exhibits A through F to this Form 6-K.
2. LEGAL PROCEEDINGS
For detailed information concerning legal proceedings, reference is
made to Note 3 in the financial statement contained as part hereof.
11
<PAGE> 14
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.
Biovail Corporation International
May 30, 1996 By /s/ Robert A. Podruzny
--------------------------------
Robert A. Podruzny
Vice President - Finance and
Chief Financial Officer
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
------------ -----------------------
99.A PRESS RELEASE-1/2/96
99.B PRESS RELEASE-1/10/96
99.C PRESS RELEASE-1/12/96
99.D PRESS RELEASE-1/30/96
99.E PRESS RELEASE-2/5/96
99.F PRESS RELEASE-2/22/96
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "A"
FOR: BIOVAIL CORPORATION
INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN/
SUE RODNEY/COURTNEY LEVI
PRESS: STACY BERNS
MORGEN-WALKE ASSOCIATES
(212) 850-5600
FOR IMMEDIATE RELEASE
BIOVAIL ANNOUNCES 3-FOR-1 STOCK SPLIT
TORONTO, Canada, January 2, 1996 -- Biovail Corporation International
(AMEX, TSE:BVF) today received shareholder authorization for a 3-for-1 stock
split of its Common Stock at a special shareholder meeting held today in
Toronto, and has filed Articles of Amendment. Shareholders of record at the
close of business on January 10, 1996 will receive new stock certificates
reflecting the stock split. Biovail expects to distribute the new stock
certificates to shareholders on January 16, 1996. The stock will commence
trading on a split adjusted basis on the Toronto Stock Exchange on January 8,
1996, and on the American Stock Exchange on or about January 15, 1996. Prior to
the split Biovail had approximately 8,442,364 common shares outstanding, and
will now have 25,327,092 common shares outstanding.
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical evaluation,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "B"
FOR IMMEDIATE RELEASE FOR: BIOVAIL CORPORATION INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN
COURTNEY LEVI
PRESS: STACY BERNS
MORGEN-WALKE ASSOCIATES
(212) 850-5600
BIOVAIL APPOINTS NEW VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
-MAHMOOD KHAN PROMOTED TO CHIEF OPERATING OFFICER-
TORONTO, Canada, January 10, 1996 -- Biovail Corporation International (AMEX,
TSE:BVF) today announced the appointment of Robert A. Podruzny as Vice
President, Finance and Chief Financial Officer, Mahmood Khan, previous Chief
Financial Officer, has been promoted to Chief Operating Officer.
Prior to joining Biovail, Robert Podruzny was the Vice President and Chief
Financial Officer of Browning-Ferris Industries, Ltd., a multi-national
environmental service and waste management organization. Previously, he served
as General Manager of the Health Promotion Division of MDS Health Group
Limited, as well as Director of Finance of its Corporate Ventures Division.
Mahmood Khan has served as Biovail's Chief Financial Officer for the past
eight years. "We recognize the value and significant contributions Mahmood has
made during his tenure as Chief Financial Officer and his appointment to Chief
Operating Officer will clearly play an integral role in Biovail's future,"
commented Eugene Melnyk, Chairman of the Board of Biovail.
With the appointment of Robert Podruzny to Vice President, Finance and Chief
Financial Officer, Mr. Melnyk continued, "Robert comes to Biovail with a wealth
of experience from both financial and executive positions within the healthcare
industry. His experience spans the key areas of business planning, financial
systems, acquisition strategies, and valuation. I am confident that both of
these appointments will facilitate the productivity of the Company and enhance
the strategic growth and development on an ongoing basis."
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical evaluation,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "C"
FOR: BIOVAIL CORPORATION INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN/
COURTNEY LEVI/CINDY HINTELMANN
PRESS: STACY BERNS
MORGEN-WALKE ASSOCIATES
(212) 850-5600
FOR IMMEDIATE RELEASE
BIOVAIL NAMED TO THE TORONTO STOCK EXCHANGE (TSE) 300 COMPOSITE
INDEX
-Listing to Commence January 15, 1996-
TORONTO, Canada, January 12, 1996 -- Biovail Corporation International (AMEX,
TSE:BVF) today announced it has received notification that it will be added
to the TSE 300 Composite Index within the subgroup
5.8-Biotechnology/Pharmaceuticals, effective before the market's open on
Monday, January 15, 1996. Biovail will also be added to the TSE 200 Index at
the same time.
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical evaluation,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "D"
FOR IMMEDIATE RELEASE FOR: BIOVAIL CORPORATION INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
BOB PODRUZNY
CHIEF FINANCIAL OFFICER
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN/
COURTNEY LEVI/CINDY HINTELMANN
PRESS: MICHAEL MCMULLAN
MORGEN-WALKE ASSOCIATES
(212) 850-5600
BIOVAIL APPOINTS SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TORONTO, Canada, January 30, 1996 -- Biovail Corporation International (AMEX,
TSE:BVF) today announced the appointment of Kenneth C. Cancellara, Q.C. as
Senior Vice President and General Counsel of the Company, a newly created
position, effective March 18, 1996. Mr. Cancellara, 49, is a director of the
Company and will continue in this capacity.
Mr. Cancellara is currently a Partner with the law firm of Cassels Brock and
Blackwell where he serves as Chairman of the firm's executive committee. He is
also a member of numerous professional associations.
Eugene Melnyk, Chairman of the Board of Biovail, commented, "Ken's addition to
the senior management team of Biovail will be essential to the future growth
and success of the Company. Mr. Cancellara has extensive experience in all
facets of the law, with a special emphasis on corporate and business
litigations. In addition, his long standing relationship with Biovail and his
proven expertise in managing the Company's recent complex regulatory and legal
matters, will enhance the Company's strategic position as its research pipeline
matures toward commercialization."
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical evaluation,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "E"
FOR: BIOVAIL CORPORATION INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
BOB PODRUZNY
CHIEF FINANCIAL OFFICER
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN/
COURTNEY LEVI/CINDY HINTELMANN
PRESS: MICHAEL McMULLAN
MORGEN-WALKE ASSOCIATES
(212) 850-5600
FOR IMMEDIATE RELEASE
BIOVAIL APPOINTS VICE PRESIDENT, INTERNATIONAL MARKETING AND
VICE PRESIDENT AND GENERAL MANAGER, CLINICAL RESEARCH DIVISION
TORONTO, Canada, February 5, 1996 -- Biovail Corporation International
(AMEX, TSE:BVF) today announced the appointments of Marie-Claire Pilon as Vice
President, International Marketing for Biovail Corporation effective February
5, 1996, and Paul R. Desjardins, Ph.D., as Vice President and General Manager
of the Company's Clinical Research division, effective February 19, 1996.
Ms. Pilon, 41, has a strong clinical and marketing background gained
through experience with many healthcare organizations in North America and
Europe, including Benefit Research Group, France; Healthcare Forecasting Inc.,
United States; and Bristol-Meyers Squibb, United States. Her experience from
these organizations includes marketing, public relations and the coordination
and management of drug related issues in conducting international clinical
trials.
Dr. Desjardins, 52, is currently Head, Division of Laboratory Medicine
and Pathology, and Head, Department of Clinical Chemistry, Health Sciences
Centre, one of the largest hospital complexes in Canada, located in Winnipeg,
Manitoba. He is also an Associate Professor in the Department of Biochemistry
and Assistant Professor in the Department of Pathology at the University of
Manitoba. Dr. Desjardins is a recipient of many awards and a well published
author in clinical biochemistry. In addition, he chairs the publications
division of the International Federation of Clinical Chemistry and is involved
with various clinical chemistry associations.
-more-
<PAGE> 2
Eugene Melnyk, Chairman of the Board of Biovail commented, "We are
pleased with these new additions to Biovail's senior management team. We are
confident that Marie-Claire's international expertise in pharmaceutical
marketing will have a significant impact on the international licensing of
Tiazac as well as other Biovail products. Furthermore, Paul's expertise and
stature in laboratory medicine will greatly enhance the Company's strategic and
competitive position, specifically within Biovail's contract research division.
The additions of Marie-Claire and Paul clearly demonstrate the Company's
commitment to effectively serve the pharmaceutical industry through strategic
growth and development."
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical evaluation,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
<PAGE> 1
[BIOVAIL LETTERHEAD]
EXHIBIT "F"
FOR: BIOVAIL CORPORATION INTERNATIONAL
APPROVED BY: EUGENE MELNYK
CHAIRMAN OF THE BOARD
BOB PODRUZNY
CHIEF FINANCIAL OFFICER
(416) 285-6000
CONTACT: INVESTOR RELATIONS: DONNA STEIN/
COURTNEY LEVI/CINDY HINTELMANN
PRESS: MICHAEL MCMULLAN
MORGEN-WALKE ASSOCIATES
(212) 850-5600
FOR IMMEDIATE RELEASE
BIOVIAL CORPORATION INTERNATIONAL REPORTS 1995 FOURTH QUARTER
AND YEAR END FINANCIAL RESULTS
TORONTO, Canada, February 22, 1996 -- Biovail Corporation International
(AMEX, TSE:BVF) today reported fourth quarter and year end financial results
for the period ended December 31, 1995.
Revenue for the fourth quarter of 1995 increased 14% to $9.5 million,
compared with $8.3 million reported for the fourth quarter of 1994. Operating
income was $2.8 million in the fourth quarter of 1995, as compared with $2.7
million in the fourth quarter of 1994. Net income for the fourth quarter of
1995 was $2.9 million, or $0.12 per share, compared with net income of $2.3
million, or $0.11 per share in the comparable period of 1994.
Revenues for the year ended December 31, 1995 increased 19% to $20.6
million compared with $17.3 million reported for the same period of 1994.
Operating income of $2.6 million in 1995 remained relatively unchanged from
1994. Net income from operations was $2.3 million, or $0.09 per share,
excluding a gain on licensing settlement of $3.6 million, or $0.14 per share.
In 1994, net income from operations was $1.5 million, or $0.07 per share,
excluding a gain on debt settlement of $8.0 million, or $0.36 per share.
Weighted average number of common shares outstanding increased by 14% to 25
million from 21.5 million last year, which has been adjusted for a 3-for-1
stock split.
-more-
<PAGE> 2
Mr. Melnyk cited, "We are proud to note that our last year's
achievements have been well-recognized by the investment community as Biovail's
share price during the year climbed from $8 3/8 to $77 1/4 at the December 1995
close. In an effort to reward our existing shareholders by increasing the
liquidity of the stock and by providing an attractive investment opportunity
for potential new shareholders, we announced a 3-for-1 stock split at the
beginning of 1996."
Mr. Melnyk concluded, "Entering 1996, our marketing partner has begun
the formal launch of Tiazac(R), and we look forward to the continued
development of our late-stage products, including Diltiazem SR, our generic
version of Hoechst Marion Roussel's twice-daily Cardizem SR(R), and Verapamil
SR, a generic version of American Home Products' Verelan(R). As a support to
the Company's product development effort, Biovail has recently completed the
construction of a new 24,000 square foot R&D facility in West Toronto, Canada.
Finally, as recently announced, we have appointed several new members to our
senior management team, each of whom I am confident will enhance the
productivity and creativity of the Company and ensure our strategic growth on
an ongoing basis."
Biovail Corporation International is an international full-service
pharmaceutical company, engaged in the formulation, clinical testing,
registration and manufacture of drug products utilizing advanced drug delivery
technologies.
-Tables Follow-
<PAGE> 3
BIOVAIL CORPORATION INTERNATIONAL
CONSOLIDATED BALANCE SHEETS
(ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
CURRENT
Cash and short-term deposits $24,323 $ 2,819
Trade accounts receivable 6,379 5,346
Inventories 3,868 480
Deposits and prepaid expenses 176 57
------- -------
34,746 8,702
FIXED ASSETS, net 19,910 14,182
GOODWILL, net 3,594 2,746
PRODUCT RIGHTS, net 2,617 -
------- -------
$60,867 $25,630
LIABILITIES
CURRENT
Accounts payable $ 5,628 $ 2,864
Accrued liabilities 3,043 1,794
Income taxes payable 968 736
Deferred revenue 22,167 1,239
Amount due on acquisition - 955
Current portion of long-term debt 2,244 567
------- -------
34,050 8,155
------- -------
DEFERRED REVENUE 4,274 -
------- -------
LONG-TERM DEBT
Non-interest bearing and forgivable
interest government loans 2,019 4,717
Other 5,932 5,065
------- -------
7,951 9,782
------- -------
46,275 17,937
------- -------
SHAREHOLDERS' EQUITY
Share capital 14,489 13,415
Deficit (572) (6,442)
Cumulative translation adjustment 675 720
------- -------
14,592 7,693
------- -------
$60,867 $25,630
======= =======
</TABLE>
