BIOVAIL CORPORATION INTERNATIONAL
6-K, EX-99.2, 2000-05-30
PHARMACEUTICAL PREPARATIONS
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<PAGE>
                                                                       Exhibit U

                              BIOVAIL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                        IN ACCORDANCE WITH CANADIAN GAAP

        (All dollar amounts are expressed in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                               MARCH 31,    December 31,
                                                                 2000           1999
                                                              (UNAUDITED)    (Audited)
                                                              -----------   ------------
<S>                                                           <C>           <C>
ASSETS
CURRENT
  Cash and cash equivalents                                     $475,670      $178,086
  Short-term investments                                          19,547        65,893
  Accounts receivable                                             75,577        60,571
  Inventories                                                     18,130        12,701
  Assets held for disposal                                        --            20,000
  Deposits and prepaid expenses                                    1,984         3,172
                                                                --------      --------
                                                                 590,908       340,423

LONG-TERM INVESTMENTS                                              2,297            12
CAPITAL ASSETS, NET                                               47,193        45,300
OTHER ASSETS, NET                                                214,467       249,402
                                                                --------      --------
                                                                $854,865      $635,137
                                                                ========      ========
LIABILITIES
CURRENT
  Accounts payable                                              $ 26,521      $ 22,685
  Accrued liabilities                                             26,813        31,107
  Income taxes payable                                             3,412         3,585
  Customer prepayments                                             4,473         4,962
  Future income taxes (Note 1)                                     3,814        --
  Current portion of long-term debt                                1,318        12,016
                                                                --------      --------
                                                                  66,351        74,355

FUTURE INCOME TAXES (NOTE 1)                                      12,660        --
LONG-TERM DEBT                                                    --           125,488
                                                                --------      --------
                                                                  79,011       199,843
                                                                --------      --------
SHAREHOLDERS' EQUITY
  Convertible subordinated preferred equivalent debentures
    (Note 2)                                                     300,343        --
  Share capital                                                  470,046       368,538
  Warrants                                                         8,244         8,244
  Retained earnings (deficit)                                     (3,601)       57,252
  Cumulative translation adjustment                                  822         1,260
                                                                --------      --------
                                                                 775,854       435,294
                                                                --------      --------
                                                                $854,865      $635,137
                                                                ========      ========
</TABLE>
<PAGE>
                              BIOVAIL CORPORATION

                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                        IN ACCORDANCE WITH CANADIAN GAAP

  (All dollar amounts except per share data are expressed in thousands of U.S.
                                    dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
REVENUE                                                       $48,141    $28,231
EXPENSES
  Cost of goods sold                                           11,035      5,039
  Research and development                                     13,957      5,324
  Selling, general and administrative                           9,459      6,245
                                                              -------    -------
                                                               34,451     16,608
                                                              -------    -------
OPERATING INCOME                                               13,690     11,623
INTEREST INCOME (EXPENSE), NET                                    184     (2,792)
PREMIUM PAID ON EARLY EXTINGUISHMENT OF U.S. DOLLAR SENIOR
  NOTES                                                       (20,039)     --
                                                              -------    -------
INCOME (LOSS) BEFORE INCOME TAXES                              (6,165)     8,831
PROVISION FOR (RECOVERY OF) INCOME TAXES (NOTE 1)              (1,556)       533
                                                              -------    -------
NET INCOME (LOSS)                                              (4,609)     8,298
INTEREST EXPENSE ON CONVERTIBLE SUBORDINATED PREFERRED
  EQUIVALENT DEBENTURES                                          (793)     --
                                                              -------    -------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS         $(5,402)   $ 8,298
                                                              =======    =======
BASIC EARNINGS (LOSS) PER SHARE                               $ (0.09)   $  0.17
                                                              =======    =======
FULLY DILUTED EARNINGS (LOSS) PER SHARE                       $ (0.09)   $  0.16
                                                              =======    =======
SEGMENTED INFORMATION
REVENUE FROM EXTERNAL CUSTOMERS
  Product sales                                               $33,631    $12,562
  Research and development                                     11,782      6,717
  Royalty and licensing                                         2,728      8,952
                                                              -------    -------
                                                              $48,141    $28,231
                                                              =======    =======
SEGMENT OPERATING INCOME (LOSS)
  Product sales                                               $16,463    $ 3,147
  Research and development                                     (3,703)       942
  Royalty and licensing                                         2,688      8,753
  Unallocated                                                  (1,758)    (1,219)
                                                              -------    -------
                                                              $13,690    $11,623
                                                              =======    =======
</TABLE>
<PAGE>
                              BIOVAIL CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                        IN ACCORDANCE WITH CANADIAN GAAP

        (All dollar amounts are expressed in thousands of U.S. dollars)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                           $ (4,609)  $ 8,298
  Depreciation and amortization                                  7,350     1,489
  Future income tax recovery (Note 1)                           (2,453)    --
  Premium paid on early extinguishment of U.S. Dollar Senior
    Notes                                                       20,039     --
                                                              --------   -------
                                                                20,327     9,787
  Change in non-cash operating items:
    Decrease (increase) in accounts receivable                 (12,340)    1,466
    Increase in inventories                                     (5,550)   (3,030)
    Decrease in deposits and prepaid expenses                    1,188       103
    Decrease in accounts payable and accrued liabilities        (3,689)     (383)
    Decrease in income taxes payable                              (177)     (386)
    Increase (decrease) in customer prepayments                   (489)    9,440
                                                              --------   -------
                                                               (21,057)    7,210
                                                              --------   -------
                                                                  (730)   16,997
                                                              --------   -------
CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to capital assets, net                              (3,929)   (1,611)
  Acquisition of product rights                                  --        --
  Maturity of short-term investments, net                       46,346     --
  Acquisition of long-term investments                          (2,285)    --
  Proceeds from assets held for disposal                        17,000     --
  Decrease in other assets                                         261     --
  Advance of executive stock purchase plan loans                 --          (52)
                                                              --------   -------
                                                                57,393    (1,663)
                                                              --------   -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of share capital                                    102,298     1,424
  Repurchase of share capital                                    --      (14,933)
  Issuance of convertible subordinated preferred equivalent
    debentures, net of financing costs (Note 2)                290,312     --
  Repurchase of U.S. Dollar Senior Notes                      (141,017)    --
  Reduction in other long-term debt                            (10,651)     (300)
                                                              --------   -------
                                                               240,942   (13,809)
                                                              --------   -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                            (21)     (548)
                                                              --------   -------
INCREASE IN CASH AND CASH EQUIVALENTS                          297,584       977
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 178,086    78,279
                                                              --------   -------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $475,670   $79,256
                                                              ========   =======
</TABLE>
<PAGE>
                              BIOVAIL CORPORATION

            CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                        IN ACCORDANCE WITH CANADIAN GAAP

        (All dollar amounts are expressed in thousands of U.S. dollars)
                                  (Unaudited)

1.  FUTURE INCOME TAXES

    Effective January 1, 2000, Biovail Corporation (the "Company") changed its
    method of accounting for income taxes from the deferral method to the
    liability method of tax allocation as required by the Canadian Institute of
    Chartered Accountants. As permitted under the new rules, prior-year
    financial statements have not been restated. The cumulative effect of this
    change at January 1, 2000 was a decrease in opening retained earnings of
    $55,451,000, a decrease in goodwill of $36,524,000 and an increase in the
    future income tax liability of $18,927,000, reflecting the net liability
    which existed at that date for the difference between the accounting and tax
    value of the Company's assets and liabilities. For the three months ended
    March 31, 2000, application of the new income tax rules increased net income
    by $2,934,000 reflecting the reduction of the difference between the
    accounting and tax values, the reduction in goodwill amortization and the
    recognition of losses incurred by the Company's subsidiary Biovail
    Technologies Ltd. during the period.

2.  CONVERTIBLE SUBORDINATED PREFERRED EQUIVALENT DEBENTURES

    On March 22, 2000, the Company issued $300 million of 6.75% Convertible
    Subordinated Preferred Equivalent Debentures, due March 31, 2025 (the
    "Convertible Preferred Securities"). The Convertible Preferred Securities
    are unsecured and subordinated to all Senior Indebtedness, as defined, of
    the Company. The Convertible Preferred Securities are convertible at any
    time into common shares at $60.675 per common share and may be redeemed at
    the option of the Company beginning on March 31, 2003 at a redemption price
    of 104.725% declining each year as prescribed in the indenture agreement to
    100% by March 31, 2010. The Company has a special right to redeem the
    Convertible Preferred Securities prior to March 31, 2003 at 106.75% if the
    trading price of the Company's stock equals or exceeds $91.01 per share on
    the NYSE for a specified period, subject to certain conditions. Interest is
    payable quarterly in arrears commencing June 30, 2000. Subject to certain
    conditions, the Company has the right to defer payment of interest on the
    Convertible Preferred Securities for up to 20 consecutive quarterly periods.
    Interest and principal are payable in cash or, at the option of the Company,
    from the proceeds on the sale of equity securities of the Company delivered
    to the trustee of the Convertible Preferred Securities.

    For purposes of accounting under Canadian GAAP, the Convertible Preferred
    Securities are presented within shareholders' equity and are comprised of
    the holder conversion option and the interest and principal component. The
    value ascribed to the option component of $43,506,000 has been determined
    using the residual method after calculating the component attributable to
    the present value of the required interest and principal repayments at a
    rate approximating the interest rate that would have been applicable to
    non-convertible debt at the time the Convertible Preferred Securities were
    issued. The present value of the interest and principal repayments amounted
    to $256,837,000 and is also shown as a component of shareholders' equity
    reflecting the option the Company has to pay the liability from the sale of
    equity securities. The present value will be accreted to the face value of
    the payments over the 25 year term of the indenture as a charge to income
    attributable to common shareholders.
<PAGE>
                                 [BIOVAIL LOGO]

May 29, 2000

Dear Fellow Shareholder,

Biovail Corporation changed its accounting reporting convention from Canadian
Generally Accepted Accounting Principles to U.S. Generally Accepted Accounting
Principles effective January 1, 2000.

Enclosed you will find our Letter to Shareholders and quarterly financial
statements prepared under U.S. GAAP. Additionally, Biovail Corporation will
continue to provide and has enclosed its financial results under Canadian GAAP
for your information.

Thank you for your continued support and if you have any questions regarding the
enclosures, please do not hesitate to contact Kenneth Howling at
(416) 285-6000.

Sincerely,

/S/

Bruce Brydon

Chief Executive Officer


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