BIOVAIL CORPORATION INTERNATIONAL
6-K, 1998-11-30
PHARMACEUTICAL PREPARATIONS
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<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 SEPTEMBER 30, 1998          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_






                                       1

<PAGE>   2


                       BIOVAIL CORPORATION INTERNATIONAL
                                QUARTERLY REPORT

                                     INDEX
<TABLE>

<S>                                                                      <C>

PART 1.  FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS, SEPTEMBER 30, 1998 AND
     DECEMBER 31, 1997..................................................  3

CONSOLIDATED STATEMENTS OF INCOME
     FOR THE THREE MONTHS AND THE NINE MONTHS ENDED
     SEPTEMBER 30, 1998 AND 1997........................................  4

CONSOLIDATED STATEMENTS OF CASH FLOW
     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997..............  5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..............................  6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS.......................................... 10

PART II. OTHER INFORMATION.............................................. 14

</TABLE>


(ALL DOLLAR AMOUNTS IN THIS DOCUMENT ARE EXPRESSED IN U.S. DOLLARS UNLESS
     OTHERWISE STATED.)


                                       2

<PAGE>   3








                        BIOVAIL CORPORATION INTERNATIONAL
                           CONSOLIDATED BALANCE SHEETS
         (All dollar amounts are expressed in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                         SEPTEMBER 30,                       DECEMBER 31,
                                                              1998                               1997
                                                    ------------------------           -------------------------
                                                          (UNAUDITED)
<S>                                                              <C>                                 <C>       
                      ASSETS
Current
  Cash and short-term deposits                                   $   11,892                           $   8,275
  Accounts receivable                                                36,481                              33,114
  Inventories                                                        17,955                              16,609
  Executive loans (Note 3)                                            2,868                               2,933
  Deposits and prepaids                                               2,575                               2,053
                                                    ------------------------           -------------------------
                                                                     71,771                              62,984
                                                            

Long-term investments (Note 4)                                       10,000                                   -
Fixed assets, net                                                    23,429                              24,172
Other assets, net (Note 5)                                           24,376                               6,583
                                                    ------------------------           -------------------------
                                                                 $  129,576                          $   93,739
                                                    ========================           =========================

                    LIABILITIES
Current
  Bank indebtedness (Note 6)                                     $   10,051                            $      -
  Accounts payable                                                    6,859                               4,579
  Accrued liabilities                                                 4,851                               6,002
  Income taxes payable                                                1,899                               1,013
  Customer prepayments                                                4,836                               1,840
  Current portion of long-term debt                                   1,124                               1,887
                                                    ------------------------           -------------------------
                                                                     29,620                              15,321

Long-term debt (Note 7)                                              14,148                               2,960
                                                    ------------------------           -------------------------
                                                                     43,768                              18,281
                                                    ------------------------           -------------------------
               SHAREHOLDERS' EQUITY
 Share capital (Note 8)                                              20,683                              18,465
 Warrants                                                             8,244                               8,244
 Retained earnings                                                   58,267                              49,709
 Cumulative translation adjustment                                  (1,386)                               (960)
                                                    ------------------------           -------------------------
                                                                     85,808                              75,458
                                                    ------------------------           -------------------------
                                                                 $  129,576                          $   93,739
                                                    ========================           =========================
</TABLE>

        The accompanying notes are an integral part of the consolidated
                              financial statements

                                       3
<PAGE>   4



                        BIOVAIL CORPORATION INTERNATIONAL
                        CONSOLIDATED STATEMENTS OF INCOME
           (All dollar amounts except per share data are expressed in
                           thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED              NINE MONTHS ENDED
                                                            SEPTEMBER 30,                   SEPTEMBER 30,
                                                         1998            1997           1998            1997
                                                   ---------------- --------------- ------------- ------------------
REVENUE                                                      (UNAUDITED)                      (UNAUDITED)
<S>                                                     <C>            <C>            <C>                <C>       
   Research and development                               $  8,974        $  4,887      $ 20,927           $  7,046
   Manufacturing                                            16,540                                           38,904
                                                                            10,367        45,303
   Royalty and  licensing                                                                                    10,124
                                                             3,476           5,978         9,905
                                                   ---------------- --------------- ------------- ------------------
                                                            28,990                                           56,074
                                                                            21,232        76,135
                                                   ---------------- --------------- ------------- ------------------

EXPENSES

   Research and development                                                                                  11,452
                                                             4,047           4,893        12,179
   Cost of manufactured goods sold                                                                           11,128
                                                             6,946           2,947        18,956
   Selling, general and administrative                                                                       10,075
                                                             4,067           3,350        12,521
                                                   ---------------- --------------- ------------- ------------------
                                                            15,060                                           32,655
                                                                            11,190        43,656
                                                   ---------------- --------------- ------------- ------------------

OPERATING INCOME                                            13,930          10,042        32,479             23,419
                                                                            
INTEREST INCOME (EXPENSE),  net                                (97)          (142)         (254)              (208)
                                                  --------------  ----------------- ---------------- ---------------  
INCOME BEFORE INCOME TAXES                                  13,833           9,900        32,225             23,211
                                                                             
PROVISION FOR INCOME TAXES                                     629             491         1,629              1,174
                                                   ================ =============== ============= ==================
NET INCOME                                                $ 13,204        $  9,409      $ 30,596           $ 22,037
                                                   ================ =============== ============= ==================


EARNINGS PER SHARE  (Note 10 )                            $   0.49        $   0.37      $   1.14           $   0.87
                                                   ================ =============== ============= ==================

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                              26,899,290     25,447,000     26,899,290         25,447,000
                                                   ================ ============== ============== ==================
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements






                                       4
<PAGE>   5



                        BIOVAIL CORPORATION INTERNATIONAL
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         (All dollar amounts are expressed in thousands of U.S. dollars)


<TABLE>
<CAPTION>
                                                                               NINE MONTHS ENDED
                                                                                 SEPTEMBER 30
                                                                       1998                        1997
                                                                 ------------------          ------------------
NET INFLOW (OUTFLOW) OF CASH RELATED                                              (UNAUDITED)
  TO THE FOLLOWING ACTIVITIES

<S>                                                                      <C>                       <C>        
OPERATING

  Net income for the period                                             $   30,595                  $   22,037
  Depreciation and amortization                                              3,534                       2,188
                                                                ------------------          ------------------
                                                                            34,129                      24,225
  Change in non-cash operating items  (Note 2)                                                
                                                                              (804)                    (30,952)
                                                                ------------------          ------------------

                                                                            33,325                     (6,727)
                                                                ------------------          ------------------
INVESTING


  Acquisition of royalty interest  (Note 5)                                (15,000)                           -
  Long-term investments  (Note 4)                                          (10,000)                           -
  Additions to fixed assets, net                                            (2,505)                     (2,005)
  Executive loans   (Note 3)                                                    66                        (389)
  Increase in other assets                                                  (4,165)                       (250)
                                                                ------------------          ------------------
                                                                           (31,604)                     (2,644)
                                                                ------------------          ------------------

FINANCING

  Increase in long-term debt     (Note 7)                                   19,141                         387
  Reduction in long-term debt  (Note 7)                                     (8,455)                     (1,919)
  Issuance of share capital                                                  3,776                         708
  Stock repurchase program  (Note 8)                                       (22,598)                          -
                                                               -------------------         ------------------
                                                                            (8,136)                      (824)
                                                               -------------------         ------------------

EFFECT OF EXCHANGE RATE
   CHANGES ON CASH                                                             (19)                        (39)
                                                                ------------------          ------------------

INCREASE (DECREASE) IN CASH                                                 (6,434)                    (10,234)

CASH,  BEGINNING OF PERIOD                                                   8,275                       4,526
                                                                ------------------          ------------------
CASH,  END OF PERIOD                                                     $   1,841                 $   (5,708)
                                                                ==================          ==================

REPRESENTED BY
  Cash and short-term deposits                                          $   11,892                   $   4,409
  Bank indebtedness  (Note 6)                                              (10,051)                    (10,117)
                                                                ------------------          ------------------
                                                                         $   1,841                 $   (5,708)
                                                                ==================          ==================
</TABLE>

         The accompanying notes are an integral part of the consolidated
                              financial statements





                                       5
<PAGE>   6

                 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 in
         the reporting periods except for those described in Note 8.

         1997 Figures

          Certain of the 1997 figures have been reclassified to conform to the
          1998 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, 1997.

         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>
                                                                        Nine Months ended September 30,
                                                                                 (In Thousands)
                                                               --------------------------------------------------
                                                                       1998                          1997
                                                               ---------------------          -------------------
<S>                                                                    <C>                          <C>       
        Accounts receivable                                                $  (3,658)                   $ (23,159)
        Inventories                                                           (1,462)                      (7,727)
        Deposits and prepaid expenses                                           (521)                      (1,035)
        Accounts payable and accrued liabilities                               1,033                        6,071
        Income taxes payable                                                     809                         (247)
        Customer prepayments                                                   2,995                       (4,855)
                                                                ====================           ==================
                                                                           $    (804)                   $ (30,952)
                                                                ====================           ==================
</TABLE>


  3.     EXECUTIVE  LOANS

         Executive loans as at September 30, 1998 consist of Executive Stock
         Purchase Plan ("ESPP") loans of $2,868,000 made to finance the
         acquisition of shares of the Company on the open market by executive
         officers. The loans are secured by the shares of the Company


                                       6
<PAGE>   7


          owned by the executive officers, bear interest at 1/4% over the bank
          prime rate, and are due on December 1, 1998.


4.       LONG-TERM INVESTMENTS

         In March, 1998, the Company made a $7,500,000 investment in a
         marketable securities fund for a term of two years. The fair value of
         the investment at September 30, 1998, was $9,276,000.

         In July, 1998, in connection with the acquisition from Celgene
         Corporation ("Celgene") of Canadian marketing and distribution rights
         in respect to immediate release and pulse release formulations of
         products containing d-methylphenidate hydrochloride, the Company made a
         $2,500,000 investment in common shares of Celgene, the supplier of the
         product. The fair value of the investment at September 30, 1998 was
         $1,959,000.

         The above investments are carried at cost, less any provision which may
         be required to recognize a permanent decline in value.


5.       OTHER ASSETS

         In March, 1998, the Company completed the acquisition of the royalty
         interest of Galephar Puerto Rico, Inc., Limited ("Galephar") in certain
         of the Company's products. The Company paid $15,000,000 to Galephar in
         full satisfaction of the Company's royalty obligation on the sales of
         Tiazac(R) and the Company's generic controlled release version of
         Cardizem CD in the United States and Canada.

         In September 1998 the Company acquired from Centocor, Inc. the
         exclusive distribution rights in Canada for Retavase for $4,000,000.


6.       BANK INDEBTEDNESS

         At September 30, 1998 the Company had available lines of credit of
         $55,000,000 with a Canadian chartered bank.  At that date, $8,000,000
         under a term line and $10,051,000 of short-term indebtedness was
         outstanding.


7.       LONG-TERM DEBT

         In March, 1998, the Company utilized a $15,000,000 revolving term bank
         loan to acquire the royalty interest of Galephar (See Note 5). In
         September, 1998 $4,000,000 under the revolving loan was used for the
         purchase of the distribution rights for Retavase (See Note 5). The loan
         is secured by a general security agreement bearing interest at the
         bank's London Interbank Offer Rate ("LIBOR"), plus 1 1/2%. The Company
         may make repayments on the loan at any time and in June, 1998, repaid
         $7,000,000 of the revolving term bank loan.


                                       7
<PAGE>   8



8.       SHARE CAPITAL

         On August 17, 1998, the Company announced the implementation of a Stock
         Repurchase Program under which the Company may repurchase up to 5% of
         its issued and outstanding stock. As of September 30, 1998, 716,500
         shares had been repurchased under this plan at a cost of $22,598,000.
         The excess cost of $21,039,000 of the common shares acquired over the
         stated capital thereof has been charged to retained earnings.


9.       LITIGATION

         From time to time, the Company becomes involved in various legal
         proceedings which it considers to be in the ordinary course of
         business. The vast majority of these proceedings involve intellectual
         property issues that often result in patent infringement suits brought
         by patent holders upon the Company's filing of its ANDA applications.
         The timing of these actions is mandated by statute and may result in a
         delay of FDA's approval for such filed ANDAs until the final resolution
         of such actions or the expiry of 30 months, whichever occurs earlier.
         The Company is currently litigating a number of such actions and the
         Company is vigorously defending these suits by denying infringement of
         the patents and has or will be asserting counterclaims seeking damages
         for violation of the anti-trust laws of the U.S. and for tortious
         interference with the Company's prospective business advantage. While
         the Company is not currently able to determine the potential liability,
         if any, related to such matters, the Company believes none of the
         matters, individually or in aggregate, will have a material adverse
         effect on its financial position, results of operations or cash flows.


10.      UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

         The financial statements of the Company have been prepared in
         accordance with generally accepted accounting principles in Canada
         ("Cdn. GAAP") which differ in certain respects from those applicable in
         the United States ("U.S. GAAP"). The material differences as they apply
         to the Company's financial statements are as follows:



                                       8
<PAGE>   9


a)       Reconciliation of net income under Cdn. and U.S. GAAP

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED SEPTEMBER 30
                                                                         (IN THOUSANDS EXCEPT PER SHARE DATA)
                                                                               1998                       1997
                                                                               ----                       ----
<S>                                                                              <C>                        <C>       
        Net income under Cdn. GAAP...........................                    $  30,596                  $  22,037
        U.S  GAAP adjustments:
             Collection of warrant subscription
             Receivable......................................                       (958)                        (693)
                                                                          ----------------         ------------------             
                                                                                 $  29,638                  $  21,344
                                                                          ================          =================
        Earnings per share under U.S. GAAP
             Basic                                                                $   1.10                  $    0.84
             Diluted                                                              $   1.09                  $    0.79
        Weighted average number of common shares
             Outstanding under U.S. GAAP
             Basic...........................................                       26,889                     25,447
             Diluted.........................................                       27,239                     26,903
</TABLE>

b)      The components of shareholders' equity under U.S. GAAP are as follows:

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

                                                                                SEPTEMBER 30,             DECEMBER 31,
                                                                                    1998                      1997
                                                                                    ----                      ----
        Share Capital........................................                   $   20,683                 $   18,465
        Warrants.............................................                        8,244                      8,244
        Warrants subscription receivable, net................                       (6,536)                    (7,494)
        Retained earnings....................................                       64,803                     57,203
        Cumulative translation adjustment....................                       (1,386)                     (960)
        Unrealized holding gain- long term
           investments (Note 4)..............................                        1,235                          0

                                                                         -----------------         ------------------
                                                                                 $  87,043                 $   75,458
                                                                         =================         ==================
</TABLE>

                                       9


<PAGE>   10


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                 OPERATIONS
               (ALL DOLLAR AMOUNTS ARE EXPRESSED IN U.S. DOLLARS)


OVERVIEW

Biovail Corporation International ("Biovail" or the "Company") derives its
revenues from (i) developing and licensing oral controlled release products
using its proprietary drug delivery technologies;  (ii) manufacturing such
products for sale to licensees and wholesalers; and (iii) providing
pharmaceutical contract research services to third parties.

RESULTS OF OPERATIONS

Revenues for the first nine months of 1998 were $76,135,000 compared with
$56,074,000 in 1997.  This increase was primarily due to increased research and
development and manufacturing revenues.   Net income increased 39% to
$30,596,000, or $01.14 per share, in the first nine months of 1998 compared
with net income of $22,037,000 or $0.87 per share in 1997.

Research and development revenue from third-party customers was  $20,927,000 in
the first nine months of 1998, compared to $7,046,000 in 1997.  The increase in
research and development revenue was due to product development activities
undertaken on behalf of Teva Pharmaceuticals ("Teva") and Intelligent Polymers
Limited ("IPL").  Research and development expenses for the first nine months of
1998 were $12,179,000 as compared to $11,452,000 in 1997.  The increased
spending over 1997 reflects the Company's higher level of research and
development activity for third party customers.

Manufacturing revenues for the first nine months of 1998 were $45,303,000
compared to $38,904,000 in 1997.   In 1998 revenues were generated primarily on
sales of Tiazac(R) to Forest Laboratories ("Forest") for the U.S. market,
Canadian market sales of Tiazac(R) by the Company's subsidiary, Crystaal
Corporation ("Crystaal"), and the shipment of product to Teva in the first
quarter. The cost of manufactured goods increased to 42% of revenue in the first
nine months of 1998 as compared to 29% in 1997. This cost increase is primarily
from the one time contractual price reduction to Forest of approximately 25%
which occurred in the second quarter of 1997.

Royalty and licensing revenue, net of related expenses, totaled $9,905,000 in
the first nine months of 1998, compared to $10,124,000 in 1997. The 1998 period
was favourably impacted by royalties on higher trade sales of Tiazac in the U.S.
market and the elimination of a royalty obligation of Biovail to Galephar on
sales of Tiazac(R) in the U.S. and Canada.  Royalty and licensing revenues in
1998 were adversely impacted by the amortization expense related to the
elimination of the royalty obligation, and by a reduction in royalties on sales
of Oruvail in the U.S. due to the introduction of a competing generic product.

Selling, general and administrative expenses increased to $12,521,000 in the
first nine months of 1998, compared to $10,075,000 in 1997.  The increase
primarily stems from increased sales and marketing expenses related to the
launch of Tiazac(R) in Canada, the registration costs associated with Tiazac(R)
in European markets, and the hiring of key management personnel.


                                       10



<PAGE>   11

Operating income of $32,479,000 was achieved in the first nine months of 1998
compared to operating income of $23,419,000 in 1997.  Canadian operations
(including Crystaal, manufacturing and contract research facilities, research
and development and corporate administrative functions), incurred operating
losses of $9,725,000 in the first nine months of 1998 compared to $1,355,000 in
1997.   The lower level of Canadian losses for the first nine months of 1997
was due primarily to the significant revenues generated from Canadian launch
shipments of Tiazac(R) in May, 1997.

Operating income of $3,097,000 and $3,203,000 in each of the 1998 and 1997
periods respectively was earned by the Company's subsidiary in Switzerland
through royalties earned on Biovail products excluding Tiazac(R).  Operations in
Barbados and Puerto Rico contributed operating income of $39,107,000 in the
first nine months of 1998 compared to  $21,571,000 in 1997.  The increase in
operating income in Barbados and Puerto Rico was due primarily to third party
product development and manufacturing sales activities.

Net interest expense was $254,000 in the first nine months of 1998 compared to
$208,000 in 1997.

Income taxes in the first nine months of 1998 were $1,629,000 compared to
$1,174,000 in 1997. The tax provisions are reflective of the geographic sources
of income at appropriate rates.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 1998, the Company's working capital was $42,151,000
compared to $47,663,000 at December 31, 1997.

The Company had positive cash flow from operations of $33,325,000 for the nine
months ended September 30, 1998 compared to a cash flow deficiency of
$6,727,000 in 1997.

Net income before depreciation and amortization charges was $34,129,000 for the
nine month period in 1998 compared with $24,225,000 in 1997. Approximately
$804,000 was required in 1998 to fund increases in accounts receivable and
inventories in excess of accounts payable and customer prepayments. For the
comparable 1997 period, non-cash working capital requirements were $30,952,000.
This was due to an increase in accounts receivable related to the launch of
Tiazac(R) in Canada, amounts owing from IPL related to research and development
activities and a technology transfer fee, and an increase in inventories related
to raw materials for Tiazac(R) and generic product forecast requirements.

Investing activities in the first nine months included the acquisition of the
royalty interest from Galephar for $15,000,000, and long-term investments of
$10,000,000. In the 1998 period, the Company acquired from Centocor, Inc., at a
cost of $4,000,000, the exclusive distribution rights in Canada for Retavase.
Additions to fixed assets in 1998 were $2,505,000.  In the comparable 1997
period investing activities totalled $2,644,000 of which the majority related
to fixed assets.

Net cash used for financing activities was $8,136,000 in the first nine months
of 1998 compared to $824,000 in 1997. The 1998 cash requirement reflects the
open-market purchases of  716,500 



                                       11

<PAGE>   12


common shares of the Company for an aggregate cost of $22,598,000, offset by 
a net increase in long-term debt of $10,686,000 and $3,776,000 received from 
the issuance of common shares on the exercise of stock options.  In the 
comparable period in 1997, cash utilization was as a result of net long-term 
debt repayments of $1,532,000 offset by proceeds of $708,000 received from 
the issuance of common shares on the exercise of stock options.

Exchange rate changes on foreign cash balances resulted in a decrease in cash
of $19,000 in the first nine months of 1998 compared to a reduction of cash of
$39,000 in 1997.

As a result of the foregoing, the Company's cash position net of bank
indebtedness as at September 30, 1998 was $1,841,000 compared to a cash deficit
of $5,708,000 at September 30, 1997.

The Company's total long-term debt (including current portions thereof) was
$15,272,000 as at September 30, 1998 compared to $4,847,000 at December 31,
1997.  The Company has available lines of credit aggregating  $55,000,000. As
of September 30, 1998, $8,000,000, related to the acquisition of the Galephar
royalty obligation buy back and $10,051,000 of short-term indebtedness, was
outstanding under these lines of credit.

The Company believes it has adequate capital and sources of short-term
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.  There can be no assurance, however, that these
financial resources will be available on acceptable terms and will be
sufficient to sustain the Company's longer term growth objectives.

The Company and its subsidiaries generate revenue and expenses primarily in
U.S. and Canadian dollars.  In the first nine months of 1998, revenue was
generated in the following proportions: 90% in U.S. dollars, 9% in Canadian
dollars and 1% in other currencies.  In addition, expenses were incurred in the
following proportions:71% in U.S. dollars, and 29% in Canadian dollars. The
Company does not believe that its exposure to foreign currency exchange risk is
significant because of the relatively minor, and diminishing, proportion of
Canadian dollar to U.S. dollar denominated transactions. The Company has not
historically utilized foreign currency hedging instructions.

Inflation has not had a material impact on the Company's operations.

YEAR 2000 COMPLIANCE.

The Company is currently in the process of identifying potential Year 2000
readiness issues associated with its systems and its suppliers' products,
services, systems and operations, and expects to complete this process by
mid-1999. As part of its Year 2000 compliance program, the Company has purchased
and is in the process of implementing enterprise-wide business application
software that has been represented to the Company by the vendor to be Year 2000
compliant. These systems are expected to be fully functional by early 1999. The
Company is also assembling a Year 2000 project team to deal with the remaining
issues, such as building environmental systems, phone, fax and desktop
computers. The Company's goal is to perform testing for these systems including
simulating system dates prior to, during and after the century change. This
effort is scheduled to be complete by mid-1999. The Company expects that the
cash cost of achieving Year 2000 compliance will be approximately $500,000.


                                       12

<PAGE>   13


Biovail's customers and suppliers may not have management information systems
that are Year 2000 compliant or may not have completed required system
modifications by the Year 2000. Failure to be Year 2000 compliant could have a
material adverse effect on the Company's results of operations, business,
prospects and financial condition. The Company is currently in the process of
developing a contingency plan, which it expects to complete by mid-1999, to
address the prospect of customers and/or suppliers not being Year 2000
compliant.










                                       13

<PAGE>   14



                       BIOVAIL CORPORATION INTERNATIONAL
                          PART II - OTHER INFORMATION


1.   OPERATIONAL INFORMATION

     The press releases issued by the Company in the 1998 third quarter are
     attached as the following exhibits:

           a)    On July 21, 1998, the Company announced that it
                 had received FDA approval for generic Trental

           b)    On July 28, 1998 the Company reported record 1998
                 Second Quarter Financial Results.

           c)    On August 17, 1998, the Company announced Stock-
                 Repurchase Program.

           d)    On September 15, 1998, the Company announced that
                 it will market Retavase(TM)  in Canada.

           e)    On October 29, 1998, Biovail reported record 1998
                 Third Quarter Financial Results.

2.    LEGAL PROCEEDINGS

      For detailed information concerning legal proceedings, reference is made
      to Note 8 in the financial statement contained as part hereof and to the
      Annual Report on Form 20-F for the year ended December 31, 1997.

3.    THIRD QUARTER REPORT TO SHAREHOLDERS

      The Third Quarter Report to Shareholders is attached as Exhibit F.



                                       14

<PAGE>   15


                                   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





November 30, 1998               By  /s/ Kenneth G. Howling
                                Kenneth G. Howling
                                Vice President, Finance and
                                Chief Financial Officer





                                       15
<PAGE>   16


                  EXHIBITS FOR THE THIRD QUARTER 6-K FOR 1998








                                       16


<PAGE>   1


                                                                     EXHIBIT "A"


                                       CONTACT:   Eugene Melnyk
                                                  Chairman of the Board
                                                  Kenneth Howling
                                                  Chief Financial Officer
                                                  (416) 285-6000

FOR IMMEDIATE RELEASE:

             * BIOVAIL RECEIVES FDA APPROVAL FOR GENERIC TRENTAL *

TORONTO, Canada, July 21, 1998 - Biovail Corporation International (NYSE, TSE:
BVF) today announced that it has received marketing approval for its generic
version of Trental (pentoxifylline) from the Food and Drug Administration
(FDA).  Trental is sold in the United States by Hoechst Marion Roussel and is
prescribed for the treatment of peripheral vascular disease.   Sales of
pentoxifylline were in excess of  $190 million for 1997 in the United States.
Biovail's pentoxifylline will be marketed in the U.S. by Teva Pharmaceuticals
USA, Inc., one of the premier marketers of generic products in the United
States.

Eugene Melnyk, Chairman of the Board, stated that, "We are excited by the
approval of our generic version of Trental by the FDA. Biovail has an
additional five ANDA applications, including generic versions of Cardizem CD,
Cardizem SR, Verelan, Procardia XL and Adalat CC, awaiting FDA approval.  These
products currently generate approximately $1.9 billion in brand sales in the
United States."

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.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995.

     To the extent any statements made in this release contain information that
is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
and TPD approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development and launch,
reliance on key strategic alliances, availability of raw materials,
the regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the company's filings with the Securities and
Exchange Commission.


                                       


<PAGE>   1



                                                                     EXHIBIT "B"



                                        CONTACT:  Eugene Melnyk
                                                  Chairman of the Board
                                                  Ken Howling
                                                  Chief Financial Officer
                                                  (416) 285-6000

FOR IMMEDIATE RELEASE:

* BIOVAIL REPORTS RECORD 1998 SECOND QUARTER FINANCIAL RESULTS *

TORONTO, Canada, July 28, 1998 - Biovail Corporation International
(NYSE,TSE:BVF) today reported second quarter and six month financial results
for the period ended June 30, 1998.

     Revenues for the second quarter of 1998 were $25.3 million, compared to
$18.5 in the second quarter of 1997.  Record second quarter net income of $9.5
million, or $0.36 per share, was achieved representing a 34% increase over last
year's net income of $7.1 million, or $0.28 per share.

     Revenues for the six months ended June 30, 1998 were $47.1 million
compared to $34.8 million in 1997.  Net income of $17.4 million, or $0.65 per
share, increased by 38% over last year's net income of $12.6 million, or $0.50
per share.  The increase in second quarter and first half 1998 net income is
primarily due to continued market penetration of Tiazac(R) in the U.S. market
and the elimination of royalty obligations to Galephar Puerto Rico Inc.,
Limited ("Galephar") on sales of Tiazac(R) in the U.S. and Canada and milestone
fees earned from Teva Pharmaceuticals related to ANDA product filings with the
FDA.

     Eugene Melnyk, Chairman of the Board, commented, "We are pleased with the
success of our base business and the continued success of Tiazac(R) in North
America.   In Europe, Tiazac(R) has recently been approved for angina, which
accounts for approximately 70% of prescriptions written for once daily
diltiazem.  The recent approval by the Food and Drug Administration of
Biovail's generic version of Trental  continues to demonstrate our scientific
and regulatory capabilities.  With a solid core business, comprehensive
marketing strategy and a promising pipeline of products, Biovail is committed
to building upon the successes we have achieved to date."


                                     - more -
                                        

<PAGE>   2

     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.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995.

     To the extent any statements made in this release contain information that
is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
and TPD approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development and launch,
reliance on key strategic alliances, availability of raw materials, the
regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.

                               - Tables Follow -



                                       

<PAGE>   3




                         BIOVAIL CORPORATION INTERNATIONAL
                            CONSOLIDATED BALANCE SHEETS
          (ALL DOLLAR AMOUNTS ARE EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
                                         JUNE 30,                DECEMBER 31,
                                           1998                      1997
                                    ---------------           --------------- 
                                        (UNAUDITED)                           
                                                                              
<S>                                <C>                        <C>             
              ASSETS                                                          
Current                                                                       
Cash and short-term deposits        $       20,882            $         8,275 
Accounts receivable                         28,983                     33,114 
Inventories                                 18,423                     16,609 
Executive loans                              2,818                      2,933 
Deposits and prepaids                        2,302                      2,053 
                                    ---------------           --------------- 
                                            73,408                     62,984 
Long-term investments                        7,500                          - 
Fixed Assets, net                           24,423                     24,172 
Other Assets, net                           20,899                      6,583 
                                    ---------------           --------------- 
                                    $      126,230            $        93,739 
                                    ===============           =============== 
           LIABILITIES                                                        
Current                                                                       
Accounts payable                             5,392                      4,579 
Accrued liabilities                          4,267                      6,002 
Income taxes payable                         1,470                      1,013 
Customer prepayments                         7,080                      1,840 
Current portion of long-term                                                  
debt                                         1,739                      1,887 
                                    ---------------           --------------- 
                                            19,948                     15,321 
Long-Term Debt                               9,857                      2,960 
                                    ---------------           --------------- 
                                            29,805                     18,281 
                                    ---------------           --------------- 
SHAREHOLDERS' EQUITY                                                          
Share capital                               21,869                     18,465 
Warrants                                     8,244                      8,244 
Retained earnings                           67,099                     49,709 
Cumulative translation                                                        
adjustment                                    (787)                      (960)
                                    ---------------           --------------- 
                                            96,425                     75,458 
                                    ---------------           --------------- 
                                    $      126,230            $        93,739 
                                    ===============           =============== 
</TABLE>                                                                      

                                       



<PAGE>   4
<TABLE>
<CAPTION>
     
                                                 BIOVAIL CORPORATION INTERNATIONAL
                                                 CONSOLIDATED STATEMENTS OF INCOME
                       (ALL DOLLAR AMOUNTS EXCEPT PER SHARE DATA ARE EXPRESSED IN THOUSANDS OF U.S. DOLLARS)

                                                     THREE MONTHS ENDED JUNE 30              SIX MONTHS ENDED JUNE 30
                                                    1998                 1997                1998                 1997
                                              -----------------    -----------------   -----------------    -----------------
                                                (UNAUDITED)                               (UNAUDITED)
<S>                                           <C>                  <C>                 <C>                  <C>    
REVENUE

   Research and development                   $          4,109     $          1,419    $         11,953     $          2,159
   Manufacturing                                        17,296               15,247              28,763               28,537
   Royalty and  licensing                                3,850                1,784               6,428                4,146
                                              ----------------     ----------------    ----------------     ---------------- 
                                                        25,255               18,450              47,144               34,842
                                              ----------------     ----------------    ----------------     ---------------- 

EXPENSES

   Research and development                              4,103                3,010               8,132                6,559
   Cost of manufactured goods sold                       6,867                3,858              12,009                8,181
   Selling, general and  administrative                  4,143                4,078               8,454                6,725
                                              ----------------     ----------------    ----------------     ---------------- 
                                                        15,113               10,946              28,595               21,465
                                              ----------------     ----------------    ----------------     ---------------- 

OPERATING INCOME                                        10,142                7,504              18,549               13,377
INTEREST INCOME (EXPENSE), net                             (89)                 (51)               (157)                 (66)
                                               ---------------     ----------------    ----------------     ----------------  
INCOME BEFORE INCOME TAXES                              10,053                7,453              18,392               13,311
PROVISION FOR INCOME TAXES                                 510                  375               1,001                  683
                                              ----------------     ----------------    ----------------     ---------------- 
NET INCOME                                    $          9,543     $          7,078    $         17,391     $         12,628
                                              ================     ================    ================     ================ 
EARNINGS PER SHARE                            $           0.36     $           0.28    $           0.65     $           0.50
                                              ================     ================    ================     ================ 
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                        26,849,900           25,435,000          26,849,900           25,435,000
                                              ================     ================    ================     ================ 
</TABLE>







<PAGE>   1



                                                                     EXHIBIT "C"



                                       CONTACT:   Eugene Melnyk
                                                  Chairman of the Board
                                                  Kenneth Howling
                                                  Chief Financial Officer
                                                  (416) 285-6000


FOR IMMEDIATE RELEASE:


                 * BIOVAIL ANNOUNCES STOCK-REPURCHASE PROGRAM*


TORONTO, Canada, August 17, 1998 - Biovail Corporation International
(NYSE,TSE:BVF) today announced that its Board of Directors has authorized the
Company to implement a Stock-Repurchase Program pursuant to which the Company
will repurchase up to 5% of its issued and outstanding common stock, depending
upon market conditions and other factors.  The common stock will be purchased
through open market transactions on the New York Stock Exchange in accordance
with applicable rules and regulations.  Biovail has approximately 26.9 million
common shares outstanding.  The Company's Officers and Directors will be
restricted from selling common stock of the Company during the Period.

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.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995.

     To the extent any statements made in this release contain information that
is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
and TPD approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development and launch,
reliance on key strategic alliances, availability of raw materials, the
regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.





<PAGE>   1





                                                                     EXHIBIT "D"

                                     CONTACT: Rolf Reininghaus
                                              President
                                              Crystaal Corporation
                                              Kenneth Howling
                                              Chief Financial Officer
                                              (416) 285-6000

FOR IMMEDIATE RELEASE:

            * BIOVAIL TO MARKET CENTOCOR'S  RETAVASE(TM) IN CANADA*
     - PRODUCT APPROVED FOR MARKETING - TO BE LAUNCHED IN FOURTH QUARTER -

     TORONTO, Canada, September 15, 1998 - Biovail Corporation International
(NYSE, TSE: BVF) today announced that it has entered into an agreement with
Centocor, Inc. (NASDAQ:CNTO) for the exclusive distributorship of Retavase(TM)
(reteplase) in Canada.  Retavase, a fibrinolytic agent, has been approved for
marketing by the regulatory authorities in Canada and will soon be available to
hospitals nationwide. The new "clot busting" product is expected to help treat
the 200,000 Canadian patients suffering from heart attacks each year.

     Retavase, a biotechnology product, was developed by Boehringer Mannheim
GmbH prior to its recent merger with Roche Holding AG. Centocor, headquartered
in Malvern, PA, acquired the USA and Canadian rights to Retavase from Roche
Holding AG earlier this year.

     Crystaal Corporation, a wholly owned subsidiary of Biovail, intends to
begin marketing Retavase in the fourth quarter of 1998.  The up-front payments
made upon execution of the agreement amount to U.S. $4 million. Biovail will
purchase Retavase from Centocor at a pre-agreed supply price and will pay
Centocor a royalty on sales.

     Rolf Reininghaus, President of Crystaal, commented that "Retavase will
enable Crystaal to establish a strong foothold in the acute care market segment
and will help further the company's ongoing efforts to solidify and expand its
relationship with leading cardiovascular specialists and hospitals in Canada."



<PAGE>   2


     According to Health Canada - Laboratory Center for Disease Control,
Cardiovascular disease is now the leading cause of death in Canada, accounting
for 37% of all deaths. Ischemic Heart Disease (IHD) is responsible for the
greatest percentage of deaths with 21%, of which half are attributable to acute
myocardial infarction (AMI). Cardiovascular disease was the most expensive
disease category according to 1995 statistics, representing $7.3 billion or 17%
of the total direct costs of all illnesses.

     Fibrinolytic agents are used to treat patients who suffer from heart
attacks.  Widespread research has shown that one of the most effective
treatments for a heart attack caused by a blood clot is to quickly administer a
fibrinolytic agent to restore blood flow to the affected artery. Retavase is
the only fibrinolytic that can be administered through a simple two-shot
injection rather than by way of a continuous intravenous infusion.

     Crystaal Corporation, a wholly owned subsidiary of  Biovail Corporation
International, is engaged in the registration, marketing, sale and distribution
of branded pharmaceutical products developed by Biovail or acquired from third
parties worldwide.  Crystaal is currently marketing Tiazac(R), Biovail's
once-daily controlled release diltiazem formulation and has secured the
exclusive marketing rights to Brexidol(TM), a once-daily analgesic product,
Corlopam(TM), an antihypertensive agent for in-hospital use and
d-methylphenidate, a chiral preparation for the treatment of Attention Deficit
Hyperactivity Disorder.

     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.

     "Safe Harbor" statement under the Private Securities Litigation Reform Act
of 1995.

     To the extent any statements made in this release contain information that
is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
and TPD approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development and launch,
reliance on key strategic alliances, availability of raw materials, the
regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the company's filings with the Securities and
Exchange Commission.




<PAGE>   1


                                                                     EXHIBIT "E"


                                       CONTACT:  Eugene Melnyk
                                                 Chairman of the Board
                                                 Ken Howling
                                                 Chief Financial Officer
                                                 (416) 285-6000


FOR IMMEDIATE RELEASE


                *   BIOVAIL REPORTS RECORD FINANCIAL RESULTS  *
                -ANNOUNCES ANDA GENERIC FILING FOR DILACOR XR -

     Toronto, Canada, October 29, 1998 --- Biovail Corporation International
(NYSE,TSE:BVF) today reported record third quarter and nine month financial
results for the period ended September 30, 1998.  The Company also reported it
had filed in the third quarter an Abbreviated New Drug Application (ANDA) for a
generic version of Dilacor XR, a once daily formulation of diltiazem which has
U.S. sales in excess of $148 million.

     Biovail's revenues for the third quarter of 1998 were $29.0 million
representing an increase of 37% over 1997 third quarter revenues of $21.2
million.  Net income for the third quarter of 1998 increased 40% to $13.2
million, or $0.49 per share, compared to net income of $9.4 million, or $0.37
per share, in the third quarter of 1997.

     Revenues for the nine months ended September 30, 1998 of $76.1 million
were 36% higher than the revenues of $56.1 million for the comparable 1997
period.  Net income for the nine months ended September 30, 1998 increased by
39%, to $30.6 million, or $1.14 per share, compared to $22.0 million, or $0.87
per share for the nine months ended September 30, 1997.

                                    - more -


<PAGE>   2


     "We are extremely pleased with the Company's strong performance" commented
Eugene Melnyk, Chairman of the Board.  "We have just completed a very
successful quarter in which our base business achieved significant growth and
our scientific objectives were meet with the ANDA filing for a generic version
of Dilacor XR.  Dilacor XR is our third ANDA filing this year and is our
seventh ANDA filing in less than thirty months."

     "In Canada, TiazacO received marketing approval for the angina indication;
we filed controlled-release generic applications for Cardizem SR, Trental, and
Verelan; and we successfully acquired exclusive Canadian marketing rights for
Retavase(TM) from Centocor, Inc.  Biovail continues to perform as expected in
meeting the Company's stated objectives," concluded Mr. Melnyk.

     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.


"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995.

     To the extent any statements made in this release contain information that
is not historical, these statements are essentially forward looking and are
subject to risks and uncertainties, including the difficulty of predicting FDA
and TPD approvals, acceptance and demand for new pharmaceutical products, the
impact of competitive products and pricing, new product development and launch,
reliance on key strategic alliances, availability of raw materials, the
regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.

                               - Tables Follow -
<PAGE>   3




                        BIOVAIL CORPORATION INTERNATIONAL
                           CONSOLIDATED BALANCE SHEETS
         (All dollar amounts are expressed in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                       SEPTEMBER 30,           DECEMBER 31,
                                           1998                    1997
                                  -----------------         ---------------
                                        (UNAUDITED)
<S>                                   <C>                     <C>

          ASSETS
Current
  Cash and short-term deposits           $ 11,892                 $ 8,275
  Short-term investment                     2,500                       -
  Accounts receivable                      36,481                  33,114
  Inventories                              17,955                  16,609
  Executive loans (Note 3)                  2,868                   2,933
  Deposits and prepaids                     2,575                   2,053
                                   --------------         ---------------
                                           74,271                  62,984

  Long-term investments (Note 4)            7,500                       -
  Fixed Assets, net                        23,429                  24,172
  Other Assets, net (Note 5)               24,376                   6,583
                                   --------------         ---------------
                                         $129,576                 $93,739
                                   ==============         ===============
                                                       
          LIABILITIES                                  
Current                                                
  Bank Indebtedness (Note 6)             $ 10,051                 $     -
  Accounts payable                          6,859                   4,579
  Accrued liabilities                       4,851                   6,002
  Income taxes payable                      1,899                   1,013
  Customer prepayments                      4,836                   1,840
  Current portion of long-term debt         1,124                   1,887
                                   --------------         ---------------
                                           29,620                  15,321
                                                       
Long-Term Debt (Note 7)                    14,148                   2,960
                                   --------------         ---------------
                                           43,768                  18,281
                                   --------------         ---------------
          SHAREHOLDERS' EQUITY
  Share capital (Note 8)                   20,683                  18,465
  Warrants                                  8,244                   8,244
  Retained earnings                        58,267                  49,709
  Cumulative translation adjustment        (1,386)                   (960)
                                   --------------         ---------------
                                           85,808                  75,458
                                   --------------         ---------------
                                         $129,576                 $93,739
                                   ==============         ===============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements
<PAGE>   4
                        BIOVAIL CORPORATION INTERNATIONAL
                        CONSOLIDATED STATEMENTS OF INCOME
           (All dollar amounts except per share data are expressed in
                           thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                  SEPTEMBER 30,                       SEPTEMBER 30,
                                                             1998               1997            1998               1997
                                                       ----------------    --------------- ----------------   ----------------
REVENUE                                                    (Unaudited)                         (Unaudited)

<S>                                                         <C>                <C>              <C>                <C>       
   Research and development                                   $  8,974           $  4,887         $ 20,927           $  7,046
   Manufacturing                                                16,540             10,367           45,303             38,904
   Royalty and  licensing                                        3,476              5,978            9,905             10,124
                                                      ----------------    --------------- ----------------   ----------------
                                                                28,990             21,232           76,135             56,074
                                                      ----------------    --------------- ----------------   ----------------

EXPENSES

   Research and development                                      4,047              4,893           12,179             11,452
   Cost of manufactured goods sold                               6,946              2,947           18,956             11,128
   Selling, general and administrative                           4,067              3,350           12,521             10,075
                                                      ----------------    --------------- ----------------   ----------------
                                                                15,060             11,190           43,656             32,655
                                                      ----------------    --------------- ----------------   ----------------

OPERATING INCOME                                                13,930             10,042           32,479             23,419
INTEREST EXPENSE, net                                              (97)              (142)            (254)              (208)
INCOME BEFORE INCOME TAXES                                      13,833              9,900           32,225             23,211
PROVISION FOR INCOME TAXES                                         629                491            1,629              1,174
                                                      ----------------    --------------- ----------------   ----------------
NET INCOME                                                    $ 13,204           $  9,409         $ 30,596           $ 22,037
                                                      ================    =============== ================   ================


EARNINGS PER SHARE                                            $   0.49           $   0.37         $   1.14           $   0.87
                                                      ================    =============== ================   ================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                26,899,290         25,447,000       26,899,290         25,447,000
                                                      ================    =============== ================   ================
</TABLE>







<PAGE>   1


                                                                     EXHIBIT "F"
3rd Quarter Report 1998

DEAR FELLOW SHAREHOLDERS

I am pleased to report that the third quarter of 1998 has been very successful
for Biovail. Once again, Biovail achieved record quarterly financial results.
During the quarter, we achieved significant growth in our base business
operations and continued to meet important scientific objectives, in terms of
regulatory approvals, new ANDA filings and exciting in-licensing agreements.

PRODUCT APPROVAL
In July, the Company received marketing approval from the U.S. Food and Drug
Administration ("FDA") for its controlled-release generic version of Trental
(pentoxifylline).   Trental is currently marketed in the U.S. for the treatment
of peripheral vascular disease.  Annual U.S. sales of Trental are approximately
$190 million in 1997.  Marketing of Biovail's pentoxifylline product will be
undertaken by Teva Pharmaceuticals USA, Inc., one of the premier marketers of
generic pharmaceuticals in the U.S.   This is part of the exciting
multi-product development and marketing agreement with Teva concluded at the
end of 1997.

U.S. ANDA FILLINGS
In September, Biovail filed an Abbreviated New Drug Application ("ANDA") with
the U.S. FDA for a generic controlled-release version of Dilacor XR, a
successful once-daily diltiazem formulation.  Annual U.S. sales of Dilacor XR
are in excess of $148 million.  This marked Biovail's third ANDA filing of
1998.  Earlier in the year, the Company filed ANDAs for generic
controlled-release versions of Adalat CC and Procardia XL.  In total, Biovail
presently has six controlled-release generic products filed and awaiting FDA
approval. Combined branded annual U.S. sales of these six products exceed $2
billion.

TIAZAC(R) PERFORMANCE
U.S. market share of Tiazac(R), Biovail's once-daily diltiazem medication,
continued to grow, capturing greater than 14% share of all U.S. branded
once-daily diltiazem sales.   Factors contributing to Tiazac(R)'s continued
U.S. market penetration growth include sales force expansion by our licensee
and the approval of the angina indication by the FDA at the beginning of 1998.

A 420 mg dose of Tiazac(R) received FDA approval during the quarter as well.
Tiazac(R) will have the only 420 mg dosage strength for once-daily diltiazem
available in the U.S. and we expect this to contribute to Tiazac(R)'s continued
market success.

Additionally, approval of Tiazac(R) to treat chronic stable angina was received
for Canada during the quarter. This will allow Crystaal, Biovail's Canadian
marketing operation to further compete in the Canadian market.


CANADIAN EXPANSION
The third quarter was especially exciting for the Company's
operations in Canada. Along with the marketing approval of Tiazac(R) for the
treatment of angina, Biovail entered into an agreement with
Centocor, Inc. for the exclusive Canadian distributorship of Retavase
(reteplase).  Retavase, a 


<PAGE>   2


fibrinolytic agent originally developed by Boehringer Mannheim GmbH is used as a
"clot buster" to restore blood flow in heart attack victims. Approximately
200,000 Canadians suffer heart attacks each year. Retavase is the only
fibrinolytic agent that can be administered through a simple two-shot injection,
as opposed to continuous IV infusion.  Retavase has already received approval
for marketing in Canada.  It will be marketed by Crystaal Corporation, a
wholly-owned subsidiary of Biovail, starting in the fourth quarter of 1998. The
addition of Retavase to its portfolio will enable Crystaal to establish a
presence in the acute care segment and enhance its position in the Canadian
cardiovascular product marketplace.

Finally, during the quarter Biovail filed applications for regulatory approval
with the Therapeutic Products Programme (TPP) for controlled-release generic
versions of Cardizem SR, Trental and Verelan.

CONTINUED RECORD RESULTS
Once again Biovail reported record financial results, both for the third
quarter and the nine month period ended September 30, 1998.  The Company's
revenues for the third quarter were $29.0 million, a 37% increase over 1997
third quarter revenues of $21.2 million.  Net income for the third quarter of
1998 increased 40% to $13.2 million, or $0.49 per share, compared to net income
of $9.4 million, or $0.37 per share, in the third quarter of 1997.

Revenues for the nine months ended September 30, 1998 were $76.1 million, 36%
higher than the comparable period in 1997. Net income increased by 39% to $30.6
million, or $1.14 per share, compared to $22.0 million, or $0.87 per share for
the first nine months of 1997.

Once again, I would like to express my gratitude to all Company employees for
their continued dedication, and to all shareholders for their support.

Sincerely,

Eugene Melnyk
Chairman of the Board
<PAGE>   3








                        BIOVAIL CORPORATION INTERNATIONAL
                           CONSOLIDATED BALANCE SHEETS
         (All dollar amounts are expressed in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                              September 30,             December 31,
                                                                                  1998                      1997
                                                                            ------------------       ------------------
                                                                              (Unaudited)
                                 ASSETS
<S>                                                                                 <C>                      <C>       
Current
  Cash and short-term deposits                                                      $   11,892                $   8,275
  Accounts receivable                                                                   36,481                   33,114
  Inventories                                                                           17,955                   16,609
  Executive loans                                                                        2,868                    2,933
  Deposits and prepaids                                                                  2,575                    2,053
                                                                            ------------------       ------------------
                                                                                        71,771                   62,984

Long-term investments                                                                               
                                                                                        10,000                        -
Fixed Assets, net                                                                       23,429                   24,172
Other Assets, net                                                                       24,376                    6,583
                                                                            ------------------       ------------------
                                                                                    $  129,576               $   93,739
                                                                            ==================      ===================

                              LIABILITIES
Current
  Bank indebtedness                                                                 $   10,051                $      -
  Accounts payable                                                                       6,859                    4,579
  Accrued liabilities                                                                    4,851                    6,002
  Income taxes payable                                                                   1,899                    1,013
  Customer prepayments                                                                   4,836                    1,840
  Current portion of long-term debt                                                      1,124                    1,887
                                                                            ------------------       ------------------
                                                                                        29,620                   15,321

Long-Term Debt                                                                          14,148                    2,960
                                                                                        43,768                   18,281
                          SHAREHOLDERS' EQUITY
 Share capital                                                                          20,683                   18,465
 Warrants                                                                                8,244                    8,244
 Retained earnings                                                                      58,267                   49,709
 Cumulative translation adjustment                                                      (1,386)                    (960)
                                                                            ------------------       ------------------
                                                                                        85,808                   75,458
                                                                            ------------------       ------------------
                                                                                    $  129,576               $   93,739
                                                                            ==================      ===================
</TABLE>




<PAGE>   4



                        BIOVAIL CORPORATION INTERNATIONAL
                        CONSOLIDATED STATEMENTS OF INCOME
           (All dollar amounts except per share data are expressed in
                           thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                  SEPTEMBER 30,                       SEPTEMBER 30,
                                                             1998               1997            1998               1997
                                                       ----------------    --------------- ----------------   ----------------
REVENUE                                                                                        (Unaudited)

<S>                                                           <C>                <C>              <C>                <C>     
   Research and development                                   $  8,974           $  4,887         $ 20,927           $  7,046
   Manufacturing                                                16,540             10,367           45,303             38,904
   Royalty and  licensing                                        3,476              5,978            9,905             10,124
                                                      ----------------    --------------- ----------------   ----------------
                                                                28,990             21,232           76,135             56,074
                                                      ----------------    --------------- ----------------   ----------------

EXPENSES
                                                                                    
   Research and development                                      4,047              4,893           12,179             11,452
   Cost of manufactured goods sold                               6,946              2,947           18,956             11,128
   Selling, general and administrative                           4,067              3,350           12,521             10,075
                                                      ----------------    --------------- ----------------   ----------------
                                                                15,060             11,190           43,656             32,655
                                                      ----------------    --------------- ----------------   ----------------

OPERATING INCOME                                                13,930             10,042           32,479             23,419
INTEREST (EXPENSE), net                                            (97)              (142)            (254)              (208)
INCOME BEFORE INCOME TAXES                                      13,833              9,900           32,225             23,211
PROVISION FOR INCOME TAXES                                         629                491            1,629              1,174
                                                      ----------------    --------------- ----------------   ----------------
NET INCOME                                                    $ 13,204           $  9,409         $ 30,596           $ 22,037
                                                      ================    =============== ================   ================


EARNINGS PER SHARE                                            $   0.49           $   0.37         $   1.14           $   0.87
                                                      ================    =============== ================   ================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                                26,899,000         25,447,000       26,899,000         25,447,000
                                                      ================    =============== ================   ================
</TABLE>


<PAGE>   5



                        BIOVAIL CORPORATION INTERNATIONAL
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         (All dollar amounts are expressed in thousands of U.S. dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               NINE MONTHS ENDED
                                                                                SEPTEMBER 1998
                                                                       1998                        1997
                                                                 ------------------          ------------------
NET INFLOW (OUTFLOW) OF CASH RELATED
    TO THE FOLLOWING ACTIVITIES

OPERATING

<S>                                                                      <C>                        <C>        
  Net income for the period                                             $   30,595                  $   22,037
  Depreciation and amortization                                              3,534                       2,188
                                                                ------------------          ------------------
                                                                            34,129                      24,225
  Change in non-cash operating items                                          (804)                    (30,952)
                                                                ------------------          ------------------
                                                                            33,325                      (6,727)
                                                                ------------------          ------------------
INVESTING

  Acquisition of royalty interest                                          (15,000)                           -
  Long-term investments                                                    (10,000)                           -
  Additions to fixed assets, net                                            (2,505)                     (2,005)
  Executive loans                                                               66                        (389)
  Increase in other assets                                                  (4,165)                       (250)
                                                               -------------------          ------------------
                                                                           (31,604)                     (2,644)
                                                               -------------------          ------------------

FINANCING

  Increase in long-term debt                                                19,141                         387
  Reduction in long-term debt                                               (8,455)                     (1,919)
  Issuance of share capital                                                  3,776                         708
  Stock repurchase program                                                 (22,598)                          -
                                                               -------------------          ------------------
                                                                            (8,136)                       (824)
                                                               -------------------          ------------------

EFFECT OF EXCHANGE RATE
CHANGES ON CASH                                                                (19)                        (39)
                                                               -------------------          ------------------

INCREASE (DECREASE) IN CASH                                                 (6,434)                    (10,234)
CASH,  BEGINNING OF PERIOD                                                   8,275                       4,526
                                                                ------------------          ------------------
CASH,  END OF PERIOD                                                     $   1,841                  $   (5,708)
                                                                ==================          ==================

REPRESENTED BY
  Cash and short-term deposits                                          $   11,892                   $   4,409
  Bank indebtedness                                                        (10,051)                    (10,117)
                                                               -------------------          ------------------
                                                                         $   1,841                  $   (5,708)
                                                                ==================          ==================
</TABLE>




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