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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002

Commission File Number 001-11145


BIOVAIL CORPORATION
(Translation of Registrant's name into English)

2488 Dunwin Drive, Mississauga, Ontario, CANADA, L5L 1J9
(Address of principal executive office 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).    Yes            No    X

        Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).    Yes            No    X

        Indicate by check mark whether by furnishing the information contained in this form, the registrant is also hereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.    Yes            No    X





BIOVAIL CORPORATION
QUARTERLY REPORT

        This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the registration statements on Form S-8 (Registration No. 333-92229) and on Form F-10 (Registration Nos. 333-10860 and 333-14048) of Biovail Corporation.


INDEX

PART I — FINANCIAL INFORMATION
Financial Statements    
  Consolidated Balance Sheets as at June 30, 2002 and December 31, 2001   2
  Consolidated Statements of Income for the three months and six months ended June 30, 2002 and 2001   3
  Consolidated Statements of Deficit for the three months and six months ended June 30, 2002 and 2001   4
  Consolidated Statements of Cash Flows for the three months ended June 30, 2002 and 2001   5
  Condensed Notes to the Consolidated Financial Statements   6
Management's Discussion and Analysis of Financial Condition and Results of Operations   19
Quantitative and Qualitative Disclosure about Market Risk   26

PART II — OTHER INFORMATION
Operational Information   28
Legal Proceedings   28
Material Issued to Shareholders   28
Executive Certifications   28

        As used in this report, unless the context otherwise indicates, the terms "we", "us", "our" and similar terms as well as references to "Biovail" or the "Company", means Biovail Corporation together with its subsidiaries.

        All dollar amounts in this report are expressed in U.S. dollars.

        Biovail, the Biovail word logo, Tiazac®, Cardizem®, Viazem®, CEFORM®, FlashDose®, Shearform®, Teveten®, Vasotec® and Vaseretic® are all trademarks owned or licensed by the Company which may be registered in Canada, the United States and certain other jurisdictions. All other product names referred to in this report are the property of their respective owners.

1




BIOVAIL CORPORATION

CONSOLIDATED BALANCE SHEETS

In accordance with U.S. generally accepted accounting principles
(All dollar amounts are expressed in thousands of U.S. dollars)

 
  June 30 2002
  December 31 2001
 
 
  (Unaudited)

  (Audited)

 
ASSETS              
Current              
Cash and cash equivalents   $ 35,505   $ 434,891  
Accounts receivable     149,479     96,556  
Inventories     48,716     38,506  
Deposits and prepaid expenses     6,984     6,643  
   
 
 
      240,684     576,596  
Long-term investments     72,542     2,355  
Property, plant and equipment, net     102,881     85,581  
Goodwill, net     102,259     96,477  
Intangible assets, net     996,666     556,360  
Other assets, net     26,349     14,114  
   
 
 
    $ 1,541,381   $ 1,331,483  
   
 
 

LIABILITIES

 

 

 

 

 

 

 
Current              
Accounts payable   $ 51,401   $ 31,811  
Accrued liabilities     76,797     59,989  
Income taxes payable     24,564     17,318  
Deferred revenue     19,082     27,030  
Current portion of long-term obligations     47,610     12,592  
   
 
 
      219,454     148,740  
Deferred revenue     20,650     23,100  
Long-term obligations     507,997     33,569  
   
 
 
      748,101     205,409  
   
 
 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 
Common shares, no par value, unlimited shares authorized, 147,009,508 and 157,496,407 issued and outstanding at June 30, 2002 and December 31, 2001     1,315,536     1,407,507  
Stock options outstanding     6,211     5,067  
Executive Stock Purchase Plan loans     (9,988 )   (9,988 )
Warrants outstanding     6,177     6,221  
Deficit     (522,928 )   (280,004 )
Accumulated other comprehensive loss     (1,728 )   (2,729 )
   
 
 
      793,280     1,126,074  
   
 
 
    $ 1,541,381   $ 1,331,483  
   
 
 

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

2



BIOVAIL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

In accordance with U.S. generally accepted accounting principles
(All dollar amounts are expressed in thousands of U.S. dollars, except per share data)
(Unaudited)

 
  Three Months Ended
June 30

  Six Months Ended
June 30

 
 
  2002
  2001
  2002
  2001
 
REVENUE                          
Product sales   $ 157,788   $ 121,938   $ 287,642   $ 230,799  
Research and development     5,802     1,963     11,515     3,529  
Co-promotion, royalty and licensing     21,541     9,603     41,227     18,403  
   
 
 
 
 
      185,131     133,504     340,384     252,731  
   
 
 
 
 
EXPENSES                          
Cost of goods sold     41,291     27,321     77,007     53,662  
Research and development     14,453     13,675     24,921     24,845  
Selling, general and administrative     38,981     24,527     78,318     51,253  
Amortization     14,019     10,849     26,528     21,451  
   
 
 
 
 
      108,744     76,372     206,774     151,211  
   
 
 
 
 
Operating income     76,387     57,132     133,610     101,520  
Interest income     1,047     579     2,561     1,157  
Interest expense     (10,170 )   (10,298 )   (11,863 )   (23,348 )
   
 
 
 
 
Income before provision for income taxes     67,264     47,413     124,308     79,329  
Provision for income taxes     4,707     3,310     8,700     6,060  
   
 
 
 
 
Net income   $ 62,557   $ 44,103   $ 115,608   $ 73,269  
   
 
 
 
 
Earnings per share                          
Basic   $ 0.42   $ 0.33   $ 0.76   $ 0.55  
   
 
 
 
 
Diluted   $ 0.39   $ 0.30   $ 0.70   $ 0.50  
   
 
 
 
 
Weighted average number of common shares outstanding (000s)                          
Basic     149,948     132,297     152,735     132,037  
   
 
 
 
 
Diluted     161,423     147,933     164,885     147,735  
   
 
 
 
 

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

3



BIOVAIL CORPORATION

CONSOLIDATED STATEMENTS OF DEFICIT

In accordance with U.S. generally accepted accounting principles
(All dollar amounts are expressed in thousands of U.S. dollars)
(Unaudited)

 
  Three Months Ended
June 30

  Six Months Ended
June 30

 
 
  2002
  2001
  2002
  2001
 
Deficit, beginning of period   $ (436,670 ) $ (232,653 ) $ (280,004 ) $ (261,819 )
Net income     62,557     44,103     115,608     73,269  
   
 
 
 
 
      (374,113 )   (188,550 )   (164,396 )   (188,550 )
Excess of cost of common shares acquired over the stated capital thereof     (148,815 )       (358,532 )    
   
 
 
 
 
Deficit, end of period   $ (522,928 ) $ (188,550 ) $ (522,928 ) $ (188,550 )
   
 
 
 
 

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

4



BIOVAIL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

In accordance with U.S. generally accepted accounting principles
(All dollar amounts are expressed in thousands of U.S. dollars)
(Unaudited)

 
  Six Months Ended
June 30

 
 
  2002
  2001
 
CASH FLOWS FROM OPERATING ACTIVITIES              
Net income   $ 115,608   $ 73,269  
Add items not involving cash              
Depreciation and amortization     32,025     26,652  
Amortization of deferred financing costs     1,160     705  
Amortization of discounts on long-term obligations     2,074     7,115  
Compensation cost for employee stock options     999     999  
Deferred income taxes         1,450  
   
 
 
      151,866     110,190  
Net change in non-cash operating items     (25,388 )   27,222  
   
 
 
Cash provided by operating activities     126,478     137,412  
   
 
 
CASH FLOWS FROM INVESTING ACTIVITIES              
Additions to property, plant and equipment     (20,436 )   (28,939 )
Additions to intangible assets     (383,302 )   (13,954 )
Acquisitions of long-term investments     (70,694 )   (209 )
Proceeds on reduction in intangible assets         11,352  
   
 
 
Cash used in investing activities     (474,432 )   (31,750 )
   
 
 
CASH FLOWS FROM FINANCING ACTIVITIES              
Issuance of common shares     5,232     13,617  
Repurchase of common shares     (452,001 )    
Proceeds from the exercise of warrants     794     20  
Issuance of Senior Subordinated Notes, net of financing costs     384,280      
Advances (repayments) under revolving term credit facility     34,954     (75,790 )
Repayments of other long-term obligations     (24,740 )   (100,365 )
   
 
 
Cash used in financing activities     (51,481 )   (162,518 )
   
 
 
Effect of exchange rate changes on cash and cash equivalents     49     (12 )
   
 
 
Decrease in cash and cash equivalents     (399,386 )   (56,868 )
Cash and cash equivalents, beginning of period     434,891     125,144  
   
 
 
Cash and cash equivalents, end of period   $ 35,505   $ 68,276  
   
 
 

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

5



BIOVAIL CORPORATION

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In accordance with U.S. generally accepted accounting principles

(Tabular amounts are expressed in thousands of U.S. dollars, except number of shares and per share data)
(Unaudited)

1.    SIGNIFICANT ACCOUNTING POLICIES

2.    CHANGES IN ACCOUNTING PRINCIPLES

6


 
  Three Months Ended
June 30

  Six Months Ended
June 30

 
  2002
  2001
  2002
  2001
Net income as reported   $ 62,557   $ 44,103   $ 115,608   $ 73,269
Add back                        
Goodwill amortization         1,408         2,816
Workforce amortization         268         535
   
 
 
 
Adjusted net income   $ 62,557   $ 45,779   $ 115,608   $ 76,620
   
 
 
 
Basic earnings per share                        
Net income as reported   $ 0.42   $ 0.33   $ 0.76   $ 0.55
Goodwill amortization         0.01         0.02
Workforce amortization                
   
 
 
 
Adjusted net income   $ 0.42   $ 0.34   $ 0.76   $ 0.57
   
 
 
 

3.    ACQUISITION OF LONG-TERM INVESTMENT

4.    ADDITIONS TO INTANGIBLE ASSETS

7


Acquired assets        
Trademarks   $ 183,304  
Product rights     62,000  
   
 
    $ 245,304  
   
 
Consideration        
Cash consideration   $ 155,634  
Gross profit on acquired assets     (9,950 )
Vasotec® / Vaseretic® obligation     99,620  
   
 
    $ 245,304  
   
 

8


5.    INVENTORIES

 
  June 30
2002

  December 31
2001

Raw materials   $ 7,581   $ 12,110
Work in process     8,148     5,818
Finished goods     32,987     20,578
   
 
    $ 48,716   $ 38,506
   
 

6.    INTANGIBLE ASSETS

 
  June 30, 2002
 
  Gross carrying amount
  Accumulated amortization
  Net carrying amount
Brand names   $ 589,362   $ (32,660 ) $ 556,702
Product rights and royalty interests     465,145     (34,354 )   430,791
Core technology     11,185     (2,012 )   9,173
   
 
 
    $ 1,065,692   $ (69,026 ) $ 996,666
   
 
 
 
  December 31, 2001
 
  Gross carrying amount
  Accumulated amortization
  Net carrying amount
Brand names   $ 406,058   $ (20,932 ) $ 385,126
Product rights and royalty interests     175,308     (19,342 )   155,966
Core technology     11,185     (1,639 )   9,546
Workforce     7,241     (1,519 )   5,722
   
 
 
    $ 599,792   $ (43,432 ) $ 556,360
   
 
 
Year

  Amount
2002   $ 59,500
2003     64,500
2004     64,000
2005     64,000
2006     63,000

9


7.    LONG-TERM OBLIGATIONS

 
  June 30
2002

  December 31
2001

Senior Subordinated Notes   $ 400,000   $
Unamortized discount     (2,828 )  
Fair value adjustment     1,112    
   
 
      398,284    
Vasotec® / Vaseretic® obligation     83,034    
Revolving term credit facility     34,954    
Adalat obligation     32,456     38,626
Deferred compensation     6,879     7,535
   
 
      555,607     46,161
Less current portion     47,610     12,592
   
 
    $ 507,997   $ 33,569
   
 
Year

  Percentage of
principal amount

2006   103.938%
2007   101.969%
2008 and thereafter   100.000%

10


8.    COMMON SHARES

 
  Six Months Ended
June 30, 2002

  Year Ended
December 31, 2001

 
 
  Number of shares (000s)
  Amount
  Number of shares (000s)
  Amount
 
Balance, beginning of period   157,496   $ 1,407,507   131,461   $ 482,842  
Issued on the exercise of stock options   403     5,025   2,906     33,650  
Issued under Employee Stock Purchase Plan   6     207   6     280  
Issued on exercise of warrants   79     838   3,061     30,784  
Cancelled under stock repurchase program   (10,974 )   (98,041 ) (2,871 )   (14,354 )
Issued pursuant to equity offering         12,500     587,500  
Issue costs             (27,454 )
Issued on surrender and redemption of Convertible Subordinated Preferred Equivalent Debentures         10,433     314,259  
   
 
 
 
 
Balance, end of period   147,010   $ 1,315,536   157,496   $ 1,407,507  
   
 
 
 
 

9.    EARNINGS PER SHARE

11


 
  Three Months Ended
June 30

  Six Months
Ended
June 30

 
  2002
  2001
  2002
  2001
Basic earnings per share                        
Net income   $ 62,557   $ 44,103   $ 115,608   $ 73,269
Weighted average number of common shares outstanding (000s)     149,948     132,297     152,735     132,037
   
 
 
 
Basic earnings per share   $ 0.42   $ 0.33   $ 0.76   $ 0.55
   
 
 
 
Diluted earnings per share                        
Net income   $ 62,557   $ 44,103   $ 115,608   $ 73,269
Weighted average number of common shares outstanding (000s)     149,948     132,297     152,735     132,037
Dilutive effect of warrants (000s)     8,323     10,649     8,628     10,682
Dilutive effect of stock options (000s)     3,152     4,987     3,522     5,016
   
 
 
 
Adjusted weighted average number of common shares outstanding (000s)     161,423     147,933     164,885     147,735
   
 
 
 
Diluted earnings per share   $ 0.39   $ 0.30   $ 0.70   $ 0.50
   
 
 
 

10.  COMPREHENSIVE INCOME

 
  Three Months Ended
June 30

  Six Months
Ended
June 30

 
 
  2002
  2001
  2002
  2001
 
Net income   $ 62,557   $ 44,103   $ 115,608   $ 73,269  
   
 
 
 
 
Other comprehensive income (loss)                          
Foreign currency translation adjustment     1,680     1,376     1,572     (248 )
Unrealized holding gain (loss) on long-term investments     (571 )   571     (571 )   642  
   
 
 
 
 
Other comprehensive income     1,109     1,947     1,001     394  
   
 
 
 
 
Comprehensive income   $ 63,666   $ 46,050   $ 116,609   $ 73,663  
   
 
 
 
 

12


11.  CASH FLOW INFORMATION

 
  Six Months
Ended
June 30

 
 
  2002
  2001
 
Accounts receivable   $ (42,443 ) $ 17,502  
Inventories     (10,968 )   (15,026 )
Deposits and prepaid expenses     (341 )   781  
Accounts payable and accrued liabilities     31,568     11,093  
Income taxes payable     7,194     3,193  
Deferred revenue     (10,398 )   9,679  
   
 
 
    $ (25,388 ) $ 27,222  
   
 
 
 
  Six Months Ended
June 30

 
 
  2002
  2001
 
Long-term obligation assumed on acquisition of Vasotec® and Vaseretic®   $ (99,620 ) $  
Receivable from Merck related to gross profit on acquired Vasotec® and Vaseretic® assets from April 1, 2002 to May 10, 2002     9,950      
Accrued repurchases of common shares     (4,572 )    
Unrealized holding loss (gain) on long-term investments     571     (642 )
   
 
 
    $ (93,671 ) $ (642 )
   
 
 

12.  LEGAL PROCEEDINGS

13


14


13.  RESEARCH AND DEVELOPMENT COLLABORATIONS

15


14.  SEGMENTED INFORMATION

Three Months Ended June 30, 2002

  Product
sales and
co-promotion

  Research and
development

  Royalty and
licensing

  Total
 
Revenue from external customers   $ 172,296   $ 5,802   $ 7,033   $ 185,131  
   
 
 
 
 
Segment operating income (loss)     80,299     (9,737 )   6,952     77,514  
Unallocated amounts                          
General and administrative expenses                       (1,127 )
Interest expense, net                       (9,123 )
                     
 
Income before provision for income taxes                     $ 67,264  
                     
 
Three Months Ended June 30, 2001

  Product sales and co-promotion
  Research and development
  Royalty and licensing
  Total
 
Revenue from external customers   $ 125,398   $ 1,963   $ 6,143   $ 133,504  
   
 
 
 
 
Segment operating income (loss)     68,820     (13,078 )   6,079     61,821  
Unallocated amounts                          
General and administrative expenses                       (4,689 )
Interest expense, net                       (9,719 )
                     
 
Income before provision for income taxes                     $ 47,413  
                     
 

16


Six Months Ended June 30, 2002

  Product sales and co-promotion
  Research and development
  Royalty and licensing
  Total
 
Revenue from external customers   $ 315,579   $ 11,515   $ 13,290   $ 340,384  
   
 
 
 
 
Segment operating income (loss)     141,117     (16,239 )   13,118     137,996  
Unallocated amounts                          
General and administrative expenses                       (4,386 )
Interest expense, net                       (9,302 )
                     
 
Income before provision for income taxes                     $ 124,308  
                     
 
Six Months Ended June 30, 2001

  Product sales and co-promotion
  Research and development
  Royalty and licensing
  Total
 
Revenue from external customers   $ 237,325   $ 3,529   $ 11,877   $ 252,731  
   
 
 
 
 
Segment operating income (loss)     123,601     (24,218 )   11,726     111,109  
Unallocated amounts                          
General and administrative expenses                       (9,589 )
Interest expense, net                       (22,191 )
                     
 
Income before provision for income taxes                     $ 79,329  
                     
 
June 30, 2002

  Product sales and co-promotion
  Research and development
  Royalty and licensing
  Total
Segment assets   $ 1,319,287   $ 135,529   $ 17,569   $ 1,472,385
Unallocated amounts                        
Cash and cash equivalents                       22,704
Other                       46,292
                     
                      $ 1,541,381
                     
December 31, 2001

  Product sales and co-promotion
  Research and development
  Royalty and licensing
  Total
Segment assets   $ 801,100   $ 71,985   $ 20,630   $ 893,715
Unallocated amounts                        
Cash and cash equivalents                       406,504
Other                       31,264
                     
                      $ 1,331,483
                     

17


15.  SUBSEQUENT EVENTS

18



BIOVAIL CORPORATION

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

In accordance with U.S. generally accepted accounting principles

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

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") prepared in accordance with U.S. generally accepted accounting principles ("GAAP") should be read in conjunction with the accompanying unaudited consolidated financial statements and condensed notes thereto. This MD&A should also be read in conjunction with the MD&A and audited consolidated financial statements and notes thereto contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2001.

CRITICAL ACCOUNTING POLICY

        We currently manage our exposure to interest rate risks through the use of derivative instruments. On the dates we entered into the derivative contracts, we designated the derivative instruments as a hedge of the fair value of an identified portion of a recognized liability. For a derivative instrument that is designated and qualifies as a fair value hedge, the derivative instrument is marked-to-market with the gain or loss on the derivative instrument, and the respective offsetting loss or gain on the underlying hedged item, recognized in net income. Net receipts or payments relating to the derivative instruments are recorded in net income as an adjustment to interest expense. A discontinuance of fair value hedge accounting could have a material impact on our results of operations.

CHANGES IN ACCOUNTING PRINCIPLES

        We have adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 141, all business combinations occurring after June 30, 2001 are to be accounted for under the purchase method of accounting. Under SFAS No. 142, which has been adopted effective January 1, 2002, goodwill and other intangible assets deemed to have indefinite lives will no longer be amortized, but will be subject to annual impairment tests. Intangible assets with finite lives will continue to be amortized over their estimated useful lives.

        Effective January 1, 2002, we identified those intangible assets that did not meet the criteria for recognition apart from goodwill, and assessed the useful lives of our remaining intangible assets. As a result, we reclassified the $5.7 million net carrying amount of workforce related intangible assets to goodwill, and determined that the useful lives of our remaining intangible assets were appropriate and consistent with those useful lives identified as of December 31, 2001. Our results for the second quarter and first half of 2001 included $1.7 million ($0.01 basic and diluted earnings per share) and $3.4 million ($0.02 basic and diluted earnings per share), respectively, of goodwill and workforce related amortization. In the second quarter of 2002, we evaluated our goodwill as of January 1, 2002 in accordance with SFAS No. 142 and determined that none of our goodwill was impaired as of that date. We will perform the annual impairment test of our goodwill as of a date on or before December 31, 2002.

RESULTS OF OPERATIONS

        Total revenue for the second quarter of 2002 was $185.1 million, an increase of $51.6 million or 39% from $133.5 million for the second quarter of 2001. Net income for the second quarter of 2002 was $62.6 million, or diluted earnings per share of $0.39, compared to net income of $44.1 million, or diluted earnings per share of $0.30, for the second quarter of 2001. Net income and diluted earnings per share increased by 42% and 30%, respectively, for the second quarter of 2002 compared to the second quarter of 2001.

        Total revenue for the first half of 2002 was $340.4 million, an increase of $87.7 million or 35% from $252.7 million for the first half of 2001. Net income for the first half of 2002 was $115.6 million, or diluted earnings per share of $0.70, compared to net income of $73.3 million, or diluted earnings per share of $0.50, for

19



the first half of 2001. Net income and diluted earnings per share increased by 58% and 40%, respectively, for the first half of 2002 compared to the first half of 2001.

REVENUE

        Our revenue is derived from sales of pharmaceutical products, providing research and development services, the co-promotion of pharmaceutical products, and from royalties and license fees. Product sales include sales of products developed and manufactured by us for our licensees, and direct marketing in Canada and the United States of proprietary and in-licensed products. Research and development revenue relates to product development activity on behalf of third parties, and pharmaceutical contract research services. Fees for co-promotion services are earned as our co-promotion partners record sales. Royalties primarily arise on sales of the products we developed or acquired. License fees are derived from the license of our technologies or product rights.

        The prior year's figures reflect the reclassification of co-promotion revenue from product sales to co-promotion, royalty and licensing to conform to the presentation adopted in the current year.

        The following table displays, for each period indicated, the dollar amount of each source of revenue and total revenue, and the percentage change in the dollar amount of each source and the total as compared to the corresponding prior year period.

 
  Three Months Ended June 30
  Six Months Ended June 30
 
  2002
  2001
  Percentage Change
  2002
  2001
  Percentage Change
 
  000s

  000s

   
  000s

  000s

   
Product sales   $ 157,788   $ 121,938   29%   $ 287,642   $ 230,799   25%
Research and development     5,802     1,963   196%     11,515     3,529   226%
Co-promotion, royalty and licensing     21,541     9,603   124%     41,227     18,403   124%
   
 
     
 
   
Total revenue   $ 185,131   $ 133,504   39%   $ 340,384   $ 252,731   35%
   
 
 
 
 
 

Product sales

        Product sales for the second quarter of 2002 were $157.8 million compared to $121.9 million for the second quarter of 2001, an increase of $35.9 million or 29%. Product sales for the first half of 2002 were $287.6 million compared to $230.8 million for the first half of 2001, an increase of $56.8 million or 25%. As a percentage of total revenue, product sales were 85% for both periods of 2002 compared to 91% for both periods of 2001.

        Effective January 1, 2002, we acquired from GlaxoSmithKline plc ("GSK") the exclusive distribution rights to prescription strength Zovirax Ointment and, upon U.S. Food and Drug Administration ("FDA") approval, Zovirax Cream in the United States and Puerto Rico. Zovirax is an anti-viral topical product indicated for the treatment of herpes.

        On March 18, 2002 we acquired from Solvay Pharmaceuticals Marketing & Licensing AG ("Solvay") the rights to Teveten® and Teveten® HCT in the United States. Teveten® is an angiotensin-II receptor blocker ("ARB") for the treatment of hypertension and is indicated for use either alone or in conjunction with other antihypertensive medications and Teveten® HCT is a combination of Teveten® and a diuretic.

        On May 10, 2002, we acquired Vasotec® and Vaseretic® from Merck & Co., Inc. ("Merck"). Vasotec® is a leading angiotensin converting enzyme ("ACE") inhibitor indicated for hypertension and symptomatic congestive heart failure and Vaseretic® is a fixed-dose combination of Vasotec® and a diuretic.

        The period over period increases in product sales were due to the continuing strong performance of Tiazac®, combined with the contribution from Zovirax Ointment, Teveten®, Vasotec® and Vaseretic®, partially reduced by a decline in Cardizem® sales. We began to actively promote Zovirax and Teveten® to physicians during the second quarter of 2002.

        As a result of a settlement reached with the U.S. Federal Trade Commission, we have unwound our licensing and supply agreement with Elan Corporation, plc ("Elan") for generic Adalat CC such that we are

20



each free to market our own generic Adalat CC products. We have not determined what the impact of this event will be on our product sales and results of operations.

Research and development

        Research and development revenue for the second quarter of 2002 was $5.8 million compared to $2.0 million for the second quarter of 2001, an increase of $3.8 million or 196%. Research and development revenue for the first half of 2002 was $11.5 million compared to $3.5 million for the first half of 2001, an increase of $8.0 million or 226%. As a percentage of total revenue, research and development revenue was 3% for both periods of 2002 compared to 1% for both periods of 2001.

        The increase in research and development revenue was due to the inclusion of revenue associated with the development of a once-daily formulation of bupropion hydrochloride ("HCl") in collaboration with GSK. At December 31, 2001, we recorded $11.5 million in fees received from GSK related to the development of once-daily bupropion HCl in deferred revenue and we are recognizing this amount in research and development revenue over the development period. For the periods presented, the remaining research and development revenue was primarily generated from clinical research and laboratory testing services provided to external customers by our contract research operation.

Co-promotion, royalty and licensing

        Co-promotion, royalty and licensing revenue for the second quarter of 2002 was $21.5 million compared to $9.6 million for the second quarter of 2001, an increase of $11.9 million or 124%. Co-promotion, royalty and licensing revenue for the first half of 2002 was $41.2 million compared to $18.4 million for the first half of 2001, an increase of $22.8 million or 124%. As a percentage of total revenue, co-promotion, royalty and licensing revenue was 12% for both periods of 2002 compared to 7% for both periods of 2001.

        For the second quarter and first half of 2002, co-promotion revenue was related to the co-promotion of GSK's Wellbutrin SR in the United States, and the co-promotion of H. Lundbeck A/S' Celexa in Canada. For the second quarter and first half of 2001, co-promotion revenue was related solely to the co-promotion of Celexa. Under the Wellbutrin SR co-promotion agreement with GSK, we are entitled to receive five quarterly increments, of up to $10 million each, beginning with the first quarter of 2002. The receipt of each of the quarterly increments is dependent on us performing prescribed detailing activity, and the amount will be determined based upon a percentage of net sales of Wellbutrin SR in the United States during each quarter. We earned the full $10 million in Wellbutrin SR co-promotion revenue in each of the first and second quarters of 2002.

        For the periods presented, most of our royalty and licensing revenue was derived from royalties on sales of Tiazac® by Forest Laboratories Inc., and the royalties associated with sales of generic versions of Cardizem® by third parties.

OPERATING EXPENSES

        The following table displays, for each period indicated, the dollar amount of each operating expense item and total operating expenses, and the percentage change in the dollar amount of each item and the total as compared to the corresponding prior year period.

 
  Three Months Ended June 30
  Six Months Ended June 30
 
  2002
  2001
  Percentage Change
  2002
  2001
  Percentage Change
 
  000s

  000s

   
  000s

  000s

   
Cost of goods sold   $ 41,291   $ 27,321   51%   $ 77,007   $ 53,662   44%
Research and development     14,453     13,675   6%     24,921     24,845  
%
Selling, general and administrative     38,981     24,527   59%     78,318     51,253   53%
Amortization     14,019     10,849   29%     26,528     21,451   24%
   
 
     
 
   
Total expenses   $ 108,744   $ 76,372   42%   $ 206,774   $ 151,211   37%
   
 
 
 
 
 

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Cost of goods sold and gross margins

        Cost of goods sold was $41.3 million for the second quarter of 2002 compared to $27.3 million for the second quarter of 2001, an increase of $14.0 million or 51%. Cost of goods sold was $77.0 million for the first half of 2002 compared to $53.7 million for the first half of 2001, an increase of $23.3 million or 44%.

        The increase in cost of goods sold was the result of higher Tiazac® sales and the additions of Zovirax Ointment, Teveten®, Vasotec® and Vaseretic® sales, partially reduced by a decline in Cardizem® sales.

        Gross margins based on product sales for the second quarter of 2002 and 2001 were 74% and 78%, respectively, and for the first half of 2002 and 2001 were 73% and 77%, respectively. Our gross margins are impacted period to period by sales volumes, pricing, product mix and manufacturing volumes. The period over period declines in gross margins were primarily due to a lower proportion of higher margin Cardizem® sales in the overall mix and the additions of Zovirax Ointment and Teveten® sales which had lower margins relative to other of our products. The decline in gross margins was mitigated by the inclusion of Vasotec® and Vaseretic® sales which generated higher margins relative to our overall product portfolio.

Research and development

        Research and development expenses were $14.5 million for the second quarter of 2002 compared to $13.7 million for the second quarter of 2001, an increase of $0.8 million or 6%. Research and development expenses were $24.9 million for the first half of 2002 compared to $24.8 million for the first half of 2001. As a percentage of total revenue, research and development expenses declined to 8% and 7% for the second quarter and first half of 2002 compared to 10% for both periods of 2001.

        Research and development expenses primarily reflected direct spending on the development of branded generic products and on rapid dissolve products utilizing our FlashDose® technology either on our own behalf or in collaboration with our partners. In the ordinary course of business, we collaborate with third party formulators and developers to expand our development pipeline opportunities. These third party formulators and developers are typically paid with a combination of fees for services, milestone payments and royalties on future sales of the products under development.

Selling, general and administrative

        Selling, general and administrative expenses for the second quarter of 2002 were $39.0 million compared to $24.5 million for the second quarter of 2001, an increase of $14.5 million or 59%. As a percentage of total revenue, selling, general and administrative expenses increased to 21% for the second quarter of 2002 compared to 18% for the second quarter of 2001. Selling, general and administrative expenses for the first half of 2002 were $78.3 million compared to $51.3 million for the first half of 2002, an increase of $27.0 million or 53%. As a percentage of total revenue, selling, general and administrative expenses increased to 23% for the first half of 2002 compared to 20% for the first half of 2001.

        The increase in selling, general and administrative expenses was mainly related to the expansion of our sales organization in the United States to over 600 employees by the end of the second quarter of 2002, and sales and marketing costs associated with Zovirax Ointment and Teveten® (recorded net of the marketing allowance paid by Solvay), as well as costs associated with the co-promotion of Wellbutrin SR. In addition, we have expensed costs associated with the development of the Cardizem® XL promotional program in the periods in which the costs were incurred.

Amortization

        Amortization expense for the second quarter of 2002 was $14.0 million compared to $10.8 million for the second quarter of 2001, an increase of $3.2 million or 29%. Amortization expense for the first half of 2002 was $26.5 million compared to $21.5 million for the first half of 2001, an increase of $5.0 million or 24%. As a percentage of total revenue, amortization expense was 8% for all periods presented.

        The period over period increases in amortization expense reflected incremental amortization associated with the rights to Zovirax and Teveten® as well as the acquired Vasotec® and Vaseretic® assets, reduced by the

22



elimination of $1.7 million per quarter of goodwill and workforce related amortization as a result of the adoption of SFAS No. 142.

OPERATING INCOME

        Operating income for the second quarter of 2002 was $76.4 million compared to $57.1 million for the second quarter of 2001, an increase of $19.3 million or 34%. As a percentage of total revenue, operating income was 41% for the second quarter of 2002 compared to 43% for the second quarter of 2001. Operating income for the first half of 2002 was $133.6 million compared to $101.5 million for the first half of 2001, an increase of $32.1 million or 32%. As a percentage of total revenue, operating income was 39% for the first half of 2002 compared to 40% for the first half of 2001.

        The increase in operating income was mainly due to higher Tiazac® sales plus the additions of Zovirax Ointment, Teveten®, Vasotec® and Vaseretic® sales less a decline in Cardizem® sales. Also contributing to the increase in operating income was the inclusion of Wellbutrin SR co-promotion revenue. Operating income was reduced by a corresponding increase in cost of goods sold and sales and marketing expenses related to the expansion of our sales organization and promotional costs related to new products.

NON-OPERATING ITEMS

Interest income and expense

        Interest income of $1.0 million and $0.6 million for the second quarter of 2002 and 2001, respectively, and of $2.6 million and $1.2 million for the first half of 2002 and 2001, respectively, was earned on our investment portfolio, which is comprised primarily of high-grade government and corporate securities.

        Interest expense was $10.2 million for the second quarter of 2002 compared to $10.3 million for the second quarter of 2001. Interest expense was $11.9 million for the first half of 2002 compared to $23.3 million for the first half of 2001, a decline of $11.4 million or 49%.

        For the second quarter and first half of 2002, interest expense primarily related to our 77/8% Senior Subordinated Notes ("Notes") and the amortization of the discounts on the Adalat and Vasotec® / Vaseretic® obligations. For the second quarter and first half of 2001, interest expense primarily related to our 6.75% Convertible Subordinated Preferred Equivalent Debentures ("Debentures"), the amortization of the discounts on the Cardizem® and Adalat obligations and interest on advances under our revolving term credit facility.

        The decline in interest expense in the first half of 2002 compared to the first half of 2001 reflected the interest saved on the Debentures following their surrender and redemption during the second half of 2001, a reduction in the amortization of the discounts on long-term obligations following the repayment of the Cardizem® obligation in 2001 and a lower average balance under our revolving term credit facility.

Provision for income taxes

        Our tax rate was affected by the relative profitability of our operations in various foreign tax jurisdictions. We recorded provisions for income taxes of $4.7 million and $3.3 million for the second quarter of 2002 and 2001, respectively, and of $8.7 million and $6.1 million for the first half of 2002 and 2001, respectively. The low effective tax rate reflected the fact that most of our income was derived from foreign subsidiaries with lower statutory tax rates than those that apply in Canada.

EBITDA

        EBITDA, defined as earnings before interest, taxes, depreciation and amortization, is a non-GAAP measure that does not have a standardized meaning and, as such, may not be comparable to similarly titled

23



measures presented by other companies. We disclose EBITDA to give investors an indication of our ability to meet debt service and capital expenditure requirements.

 
  Three Months Ended June 30
  Six Months Ended June 30
 
  2002
  2001
  2002
  2001
 
  000s

  000s

  000s

  000s

Net income   $ 62,557   $ 44,103   $ 115,608   $ 73,269
Net interest expense     9,123     9,719     9,302     22,191
Provision for income taxes     4,707     3,310     8,700     6,060
Depreciation and amortization     16,921     13,593     32,025     26,652
   
 
 
 
EBITDA   $ 93,308   $ 70,725   $ 165,635   $ 128,172
   
 
 
 

        EBITDA was $93.3 million for the second quarter of 2002 compared to $70.7 million for the second quarter of 2001, an increase of $22.6 million or 32%. EBITDA was $165.6 million for the first half of 2002 compared to $128.2 million for the first half of 2001, an increase of $37.4 million or 29%.

        We disclose the ratio of EBITDA compared to interest expense because we believe it is a useful indication of our ability to meet debt service requirements. This ratio is not necessarily comparable to similarly titled measures presented by other companies. The ratio of EBITDA to interest expense was 9.2 times and 6.9 times for the second quarter of 2002 and 2001, respectively, and was 14.0 times and 5.5 times for the first half of 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

        At June 30, 2002, we had cash and cash equivalents of $35.5 million compared to cash and cash equivalents of $434.9 million at December 31, 2001.

        Cash provided by operating activities was $126.5 million for the first half of 2002 compared to $137.4 million for the first half of 2001. Cash provided by operating activities reflected net income, after adjustments for items not involving cash, of $151.9 million for the first half of 2002 compared to $110.2 million for the first half of 2001. Net changes in non-cash operating items used cash of $25.4 million in the first half of 2002, mainly due to increases in accounts receivable and inventories and a decrease in deferred revenue, offset by increases in accounts payable and accrued liabilities. Net changes in non-cash operating items provided cash of $27.2 million in the first half of 2002, mainly due to a decrease in accounts receivable and increases in accounts payable, accrued liabilities and deferred revenue, offset by an increase in inventories.

        Net cash used in investing activities was $474.4 million for the first half of 2002 compared to $31.8 million for the first half of 2001. Additions to property, plant and equipment were $20.4 million and $28.9 million in the first half of 2002 and 2001, respectively. In the first half of 2002, we acquired the rights to Zovirax and Teveten® for $133.3 million and $94.3 million, respectively, and we paid $155.6 million to acquire Vasotec® and Vaseretic®. In the first half of 2001, we settled $4.0 million of acquisition costs related to Cardizem® and acquired other intangible assets for $10.0 million, offset by $11.4 million recovered as a reduction to the minimum license payments otherwise payable under the Adalat CC 30mg marketing rights agreement. In the first half of 2002, we made equity investments in Ethypharm S.A. ("Ethypharm") and Procyon Biopharma Inc. of $68.2 million and $2.5 million, respectively.

        Net cash used in financing activities was $51.5 million for the first half of 2002 compared to $162.5 million for the first half of 2001. Proceeds from the issue of common shares on the exercise of stock options and warrants, and through our Employee Stock Purchase Plan, were $6.0 million in the first half of 2002 compared to $13.6 million in the first half of 2001. In the first half of 2002, we repurchased our common shares through open market transactions, under our stock repurchase program, for $452.0 million. In the first half of 2002, we received net proceeds on the issue of our Notes of $384.3 million after deducting financing costs, and we borrowed $35.0 million under our revolving term credit facility compared to net repayments of $75.8 million made under the facility in the first half of 2001. In the first half of 2002, we repaid $17.2 million of the Vasotec® / Vaseretic® obligation and $7.5 million of the Adalat obligation. In the first half of 2001, we repaid $100.4 million

24



of other long-term obligations, including the first two $42.5 million quarterly instalments of the Cardizem® obligation and $14.9 million of the Adalat obligation.

        Overall, our cash and cash equivalents decreased by $399.4 million and $56.9 million in the first half of 2002 and 2001, respectively.

        For the first half of 2002, non-cash investing and financing activities included a $99.6 million discounted obligation assumed on the acquisition of Vasotec® and Vaseretic® related to the minimum fixed royalty payments required to be made by us to Merck, a $10.0 million receivable from Merck related to its gross profit on the acquired Vasotec® / Vaseretic® assets from April 1, 2002 (the effective date of the transaction) to May 10, 2002 (the closing date of the transaction) and $4.6 million of accrued common share repurchases.

Obligations and other matters

        At June 30, 2002, we had total long-term obligations of $555.6 million, including the current portion thereof, consisting of the $398.3 million carrying value of our Notes, the $83.0 million Vasotec® / Vaseretic® obligation, the $35.0 million drawn on our revolving term credit facility, the $32.5 million Adalat obligation and $6.9 million of deferred compensation.

        On November 5, 2001, we filed a $1.5 billion base shelf prospectus with the Canadian provincial securities commissions covering the potential sale of any combination of common shares, debt securities or warrants. On the same date, we filed a registration statement on Form F-10 covering those securities with the U.S. Securities and Exchange Commission ("SEC") under the multijurisdictional disclosure system. We may offer one or more of these types of securities in one or more offerings during the succeeding 25 months. One or more shareholders may also sell common shares pursuant to the base shelf prospectus. We will not receive any of the proceeds from any sale of common shares by the selling shareholders.

        In March 2002, we issued $400 million aggregate principal amount of unsecured Notes due April 1, 2010 under our base shelf prospectus. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2002. The Notes were issued at a price of 99.27% of their aggregate principal amount for an effective yield, if held to maturity, of 8%. The Notes were assigned a BB- credit rating by Standard & Poor's Rating Services.

        At any time on or after April 1, 2006, we may redeem all or any of the Notes at prescribed prices, plus accrued and unpaid interest to the date of redemption. Before April 1, 2005, we may redeem up to 35% of the original principal amount of the Notes, with the net cash proceeds of certain sales of our common shares, at 107.875% of the principal amount plus accrued and unpaid interest to the date of redemption.

        We have a balance of $424.4 million available under our base shelf prospectus to offer at our discretion.

        In February 2002, by resolution of the Board of Directors we implemented a common share repurchase program pursuant to which we are able to repurchase up to 5% or approximately 7,850,000 of our issued and outstanding common shares. In May 2002, those amounts were increased to 10% or approximately 12,862,800 of our issued and outstanding common shares. To July 25, 2002, an aggregate of 12,862,400 common shares had been repurchased under this program, through open market transactions on the New York Stock Exchange and Toronto Stock Exchange, at an average purchase price of $39.11 for total consideration of $503.1 million. The excess of the cost of the common shares acquired over the stated capital thereof, totaling $388.2 million, was charged to the deficit. The program was terminated with no further common shares repurchased. Pursuant to the securities laws of the Province of Ontario, Canada, we are precluded from purchasing additional shares under this type of program until February 2003.

        On April 12, 2002, we acquired a 15% equity interest in Ethypharm and we licensed the marketing rights to six products from Ethypharm for commercialization in North America. Ethypharm is entitled to receive up to $61 million in milestone payments upon regulatory approval of the products within the territories as well as royalties on the net sales of the products. We have also entered into a cross-license agreement with Ethypharm whereby we grant to each other non-exclusive licenses to use our CEFORM® technology and Ethypharm's Flashtab technology, respectively, relating to the development of new rapid dissolve pharmaceutical products. We have options to purchase up to an additional 10% interest in Ethypharm.

25



        On May 29, 2002, we announced that we had signed a definitive agreement to license from DepoMed, Inc. ("DepoMed") the rights to manufacture and market a once-daily metformin HCl product that is currently undergoing Phase III clinical trials ("Metformin GR"). We also signed a definitive agreement to acquire a 15% equity interest in DepoMed. Following approval of the agreements under the Hart-Scott-Rodino Act in the United States effective July 8, 2002, we invested $12.3 million to acquire newly issued common shares (15% of the issued and outstanding common shares) of DepoMed. We have options to purchase up to an additional 5% interest in DepoMed.

        On July 25, 2002, our revolving term credit facility was increased from $400 million to $600 million with a syndicate of twelve financial institutions. All other material terms and conditions are unchanged. At June 30, 2002, we were in compliance with all financial and non-financial covenants associated with the revolving term credit facility.

        We believe we have adequate capital resources and sources of financing to support our ongoing operational and interest requirements, investment objectives, and to meet our obligations as they become due. We believe we will be able to raise additional capital, if necessary, to support our objectives.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        We are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates on investments and debt obligations and equity market prices on long-term investments. We currently use derivative instruments to manage our exposure to certain market risks. We use derivative instruments as risk management tool and not for trading purposes.

        Inflation has not had a significant impact on our results of operations.

Foreign currency risk

        We operate internationally, however a substantial portion of our revenue and expense activities and capital expenditures are transacted in U.S. dollars. Our only other significant transactions are in Canadian dollars, and we do not believe we have a material exposure to foreign currency risk because of the relative stability of the Canadian dollar in relation to the U.S. dollar. A 10% adverse change in foreign currency exchange rates would not have a material effect on our consolidated results of operations, financial position, or cash flows.

Interest rate risk

        The primary objective of our investment policy is the protection of principal, and accordingly we invest in high-grade government and corporate securities with varying maturities, but typically less than 90 days. External independent fund administrators manage our investments. As it is our intent and policy to hold these investments until maturity, we do not have a material exposure to interest rate risk. Therefore, a 100 basis-point adverse change in interest rates would not have a material effect on our consolidated results of operations, financial position, or cash flows.

        We are exposed to interest rate risk on borrowings under our revolving term credit facility. The revolving term credit facility bears interest based on LIBOR, U.S. dollar base rate, Canadian dollar prime rate, or Canadian dollar bankers' acceptances. Based on projected advances under the revolving term credit facility, a 100 basis-point adverse change in interest rates would not have a material effect on our consolidated results of operations, financial position, or cash flows. This risk is mitigated by our ability, at our option, to lock in a rate of interest for a period of up to one year.

        The imputed rates of interest used to discount our Vasotec® / Vaseretic® and Adalat long-term obligations are fixed and therefore not subject to interest rate risk.

        The fair value of our fixed rate Notes is affected by changes in interest rates. We currently manage this exposure to interest rate changes through the use of interest rate swaps, which are recorded at fair value in our consolidated balance sheets. In June 2002, we entered into three interest rate swaps of aggregate $200 million notional amount which effectively modifies our exposure to interest rate fluctuations by converting one-half of our fixed rate Notes to floating rate. At June 30, 2002, the carrying value and mark-to-market value of the

26



interest rate swaps was $1.0 million in our favour, which has been recorded in other assets, and the respective offsetting fair value adjustment to the carrying value of our Notes was $1.1 million, which has been recorded in long-term obligations.

Equity market price risk

        We are exposed to equity market price risks on our long-term, available-for-sale investments in traded companies. A 10% adverse change in equity market prices would not have a material effect on our consolidated results of operations, financial position, or cash flows.

FORWARD LOOKING STATEMENTS

        To the extent any statements made or incorporated by reference in this report contain information that is not historical, these statements are essentially forward-looking. As such, they are subject to risks and uncertainties, including the difficulty of predicting FDA and Canadian Therapeutic Products Programme 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 outcome of litigation, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in the Company's filings with the SEC including the risks set forth in Item 3 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2001 and securities commissions or other securities regulatory authorities in Canada.

27




BIOVAIL CORPORATION

PART II — OTHER INFORMATION

1.    OPERATIONAL INFORMATION

a)   May 31, 2002   Biovail Corporation Announces Increase in Its Normal Course Issuer Bid
b)   June 17, 2002   Biovail Receives Approvable Letter for Cardizem® XL
c)   June 27, 2002   Biovail Reaches FTC Settlement Regarding Adalat Agreement
d)   July 9, 2002   Biovail Responds to Media Enquiries
e)   July 11, 2002   Andrx and Biovail Execute Settlement Agreement
f)   July 17, 2002   Biovail Announces Second Quarter 2002 Earnings Release Conference Call Details
g)   July 25, 2002   Biovail Reports Record Second Quarter 2002 Results
h)   August 19, 2002   Biovail's Generic Adalat CC 90mg Receives Final Approval
i)   August 27, 2002   Biovail Announces FDA Submission for Once-Daily Bupropion HCl Formulation by GlaxoSmithKline

2.    LEGAL PROCEEDINGS

3.    MATERIAL ISSUED TO SHAREHOLDERS

4.    EXECUTIVE CERTIFICATIONS


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

Date: August 29, 2002

By: /s/ John R. Miszuk
      John R. Miszuk
      
Vice President, Controller and
      
Assistant Secretary

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BIOVAIL CORPORATION QUARTERLY REPORT
INDEX
BIOVAIL CORPORATION CONSOLIDATED BALANCE SHEETS In accordance with U.S. generally accepted accounting principles (All dollar amounts are expressed in thousands of U.S. dollars)
BIOVAIL CORPORATION CONSOLIDATED STATEMENTS OF INCOME In accordance with U.S. generally accepted accounting principles (All dollar amounts are expressed in thousands of U.S. dollars, except per share data) (Unaudited)
BIOVAIL CORPORATION CONSOLIDATED STATEMENTS OF DEFICIT In accordance with U.S. generally accepted accounting principles (All dollar amounts are expressed in thousands of U.S. dollars) (Unaudited)
BIOVAIL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS In accordance with U.S. generally accepted accounting principles (All dollar amounts are expressed in thousands of U.S. dollars) (Unaudited)
BIOVAIL CORPORATION CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In accordance with U.S. generally accepted accounting principles (Tabular amounts are expressed in thousands of U.S. dollars, except number of shares and per share data) (Unaudited)
BIOVAIL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In accordance with U.S. generally accepted accounting principles (All dollar amounts are expressed in U.S. dollars)
BIOVAIL CORPORATION PART II — OTHER INFORMATION
SIGNATURES