Glow - Arizona State Universitybac524/elanpharma_revenue.pdf · In the wake of the scandal over...

3
Research Partnerships G_~y~,~:lrish' Drug Maker Rqsy~ipancial\ Glow!' "'" s~ ~f)\.JtJ(, ~ .. Elan Set;Up Joint Ventures,.'J..' ..Sold Them Li'cens~,Got .;Qui~k Dose of Revenue Perfectly Legitimate, It Says '.." ,c. , .~~~'i-.'._C ." -, " :"."':'1! By JESSE EISINGER Staff Reporter of THE WALL STREET JOURNAL DUBJ:JN -Some pharmaceutical compa-nies ar.e known for their research excel- lence, others for their marketing prowess.Ireland'&Elan Corp., the world's 20th-larg- est drug company,with a market value of about $12 billion, stands out for its account- ing. " :fii;"onecase," ii]olntventiire with a small North Carolina biotech firm de- signed 'to- find a treatment.for ulcerative ~olitis, Elan booked revenue even though , no cash appears to have changed han~s when -theventUre was set up. In another joint venture, with a Canadian biotech"firnl"tl1e... pai1Iiers hadn 'tdecided what researchthe venture would pursue before , it paid all of its ..funds to "Elan for a license. ;.."~;~ . ,. 'j AmongElan ventures'other quirks: Af- ter bu~g a license from Elan, the ven- tmes .t~icallY have no moneyleft to pur- sue research on new drugs. Elan some-' " . ..tiniesmakes.them a loan. Then they con- tract out the researchwork, often partly to ., yC "' Elan itself; again producing revenue for~~~an. c~!:i~~;":;,,,,'::;'i.',(:-~:c:: ":1::;"", ,):~,;~atelY1:~e ~ comp~yhasbeen sell- mg off ~~aller product .lines,. It ba<1ks ,the ;; 'proceeds as "product revenue," although some accountants say they shoUldbe de- scribed as one-time gains,undergenerally accepted ac~\ffitfug principles.~J.",i,: , ..,-, ","-' Short-Sellers ":, ' , '" c C C c' j~;;Questions about Elan's accounting , have dogged the company for years~ Short- sellers, who benefit when a stock goes down,bave often criticized it. Mr. Turner, now head of the Center for Quality Finan- cial Reporting at Colorado State Univer- ,sity, SaysElan is "too fast for the regula- tors and too fast for their own gOOd. They appear to have gotten around the account- ing rule~,and,around the system." The SEC wrote toEIan in 1999 ~xpressing con- cerns about -8pme accounting maneuvers the companxwas using at that time. Elan restate~'orie'year~searnings a few months ...after, J"oceiving the 1999 letter. and it now .., ~lj.ysthea:ccounting issue has beenlaid to rest..",,:,:~[:: ..' : ..Somemvestmeni professionaJs seem to agree;'The matter "is clearly histori- cal,.. and doesn'tplaya significant part in the 'buSiness currently," says John Mur'" Phy, aqpldmanSachs pharmaceutical an- alyst:GoIdman has the stock on its rec- ommended list, its highest rating. Ana- lysts at Merrill Lynch & Co. and 10 other brokerage firms also recommend the stock, according to Thomson Finan- -cialjFirst,Call. ~ Elan's American depositary shares'- trade on the New York Stock Exchange, requiring it to showits results under U.S. . accounting rules. Annual revenue..jumped i to $1.5 billion,in 2000 from $323 million in I 1996. What Elan calls ea~ngs per share before other charges rose to $1.46 in 2000 .1 from 48c~nts in 1996. Analyst~ estimate ! the 2001 figure at $1.92 and peg Elan's 2001 revenue at $1.9 billion. Elan expects its! revenue, most of which comes from sales' , in the U.S., to doubleagaih in the next four years.. ' , j ,Consider its more than 50 research and development joint ventures. They simulta- neously ...shlft R&P research costs off Elan's books and allow Elan to book reve-nue long 'before the ventures have devel- oped any products to sell~; In their most typical form, Elan invests $20 million in a partner and the joint ven- 'ture, and the venture ~mmediately pays Elan '$15:i:nillion for a medical-technology'license.'Elan books that as revenue. But the money that Elan invested doesn't cut intoitS;,,~arnings because that's an..invest~ ment, and appears only on the balance sheet, where it's an asset,lneffect, Elan conveqs $15 million of money it already had into new revenue. "What's the real substance?" asks Lynn,; TurDer, a former 'chief accountant for tlleV.S, Securities and Exchange Com- inission:'"I'm taking money out oton'e pocket and putting it into another. That is 11: charade; Elan firmly rejects that no- tion. J:There is nothing inappropriate abom'o\iraccQunting," says its executive vice chairman, Thomas Lynch, a former partner at KPMG LLP. ,1:.', Uncommon Setup In the wake of the scandal over Enron Corp.'s misleading accounting, the ways tJiat faSt~growing companies reach their: stellarnumb~rs are drawing a closer look. In the <:ase of Elan, whose revenue and earnings;havesoared in the past decade, such scrunny'reveals some unusually structured deals that contribute to finan- cial results, but thalare difficult for inves- .W!:.s to 'eval~ate. ,Elancurrently sells dozensof drug and dia~os~ic,prOducts. It ISdevelopingdrugs for mUltIple sclerosisand Alzheimer's dis- ease,although the Alzheimer's prOduct re- cen.tly hit a snag and trials were tempo- ranly-suspended. Besides Ireland, Elan has labs in San Diego and SouthSan Fran- cisco, Calif. -. :~~~~.~ays 'it currently 'has about 55 c. research joint ventures, but stopped cre- i ating new ones in mid-2001to focus on developing their products. The ventures have more than two dozen potential drugs in human testing, it says. The sys- tem is "very productive," says the compa- ny's chief scientific and medical officer, Ivan Lieberburg. Because of this re- search setup, he adds, "we don't have to do the Merck model of bringing every- thing inside. The advantage of that is complete control. The disadvantage is it costs a lot of money." In each of these joint ventures, Elan holds a 19.9% interest and its partner the rest. The ventures, several based in Ber- muda, have few or no employees. This system contrasts with a more common' way pharmaceutical companies link up with small biotech firms" which is to ac- quire equity in the small firm in gradual steps as the research advances,and re- ceive co-marketingrights to any drug pro- I duced. Cross Receipt Though Elan doesn't announce the joint ventures' financial resUlts,some de- tails can be gleaned from SEC filings by the company or its partners, such as In- cara Pharmaceuticals Corp. of Research Triangle Park, N.C. According to a securi- ties-purchase agreement filed by Incara with the SEC last January, Elan invested $2.985 million in this joint venture and $16.015 million in Incara stock and a war- rant. Incara, the majority partner, then put $12.015 million into the joint venture, bringing the venture's funding to $15 mil- lion. The SEC filing said Elan woUld pay Incara the $16.015 million by wire trans- fer. But in Incara's subsequent quarterly .filings with the SEC, its statements of cash flow don't show a receipt of this cash in financing activities, nor do they show any payment from Incara to the joint venture in investing activities. Yet SEC filings say the joint venture bought a $15 million technology license from Elan. Asked why the quarterly filings showed no payments of cash, Elan says in a writ- ten response that "cash was transferred by way of a crossreceipt," which it calls a "legal mechanism under which amounts owing under different contracts are amal- gamated with the resUlting amount being settled by wire transfer." Elan says it is "not aware of how Incara disclosed the movement in cash." Incara declines to comment on its accounting for the transac- tion.

Transcript of Glow - Arizona State Universitybac524/elanpharma_revenue.pdf · In the wake of the scandal over...

Research Partnerships

G_~y~,~:lrish' Drug Maker

Rqsy~ipancial\ Glow!' "'" s~ ~f)\.JtJ(, ~..Elan Set;Up Joint Ventures,.'J..'

..Sold Them Li'cens~,Got.;Qui~k Dose of Revenue

Perfectly Legitimate, It Says'.." ,c. ,.~~~'i-.'._C ." -, "

:"."':'1! By JESSE EISINGERStaff Reporter of THE WALL STREET JOURNAL

DUBJ:JN -Some pharmaceutical compa-nies ar.e known for their research excel-

lence, others for their marketing prowess.Ireland'&Elan Corp., the world's 20th-larg-

est drug company, with a market value ofabout $12 billion, stands out for its account-ing.

" :fii;"onecase," ii]olntventiire with a

small North Carolina biotech firm de-signed 'to- find a treatment. for ulcerative~olitis, Elan booked revenue even though,no cash appears to have changed han~swhen -the ventUre was set up. In anotherjoint venture, with a Canadian biotech"firnl"tl1e...

pai1Iiers hadn 'tdecided whatresearch the venture would pursue before

,it paid all of its ..funds to "Elan for alicense. ;.."~;~ .

,.'j Among Elan ventures'other quirks: Af-ter bu~g a license from Elan, the ven-tmes .t~icallY have no money left to pur-sue research on new drugs. Elan some-'" ...tiniesmakes.them a loan. Then they con-tract out the research work, often partly to

., yC "'Elan itself; again producing revenue for~~~an.

c~!:i~~;":;,,,,'::;'i.',(:-~:c:: ":1::;"",,):~,;~atelY1:~e ~ comp~yhasbeen sell-mg off ~~aller product .lines,. It ba<1ks ,the ;;

'proceeds as "product revenue," althoughsome accountants say they shoUld be de-scribed as one-time gains,undergenerallyaccepted ac~\ffitfug principles.~J.",i,:

, ..,-, ","-'Short-Sellers ":, ' ,'" c C C c'

j~;;Questions about Elan's accounting, have dogged the company for years~ Short-

sellers, who benefit when a stock goesdown, bave often criticized it. Mr. Turner,now head of the Center for Quality Finan-cial Reporting at Colorado State Univer-

,sity, Says Elan is "too fast for the regula-tors and too fast for their own gOOd. Theyappear to have gotten around the account-ing rule~,and,around the system." TheSEC wrote toEIan in 1999 ~xpressing con-cerns about -8pme accounting maneuversthe companx was using at that time. Elanrestate~'orie'year~searnings a few months...after, J"oceiving the 1999 letter. and it now

..,~lj.ysthea:ccounting issue has been laid torest..",,:,:~[:: ..' :..Somemvestmeni professionaJs seemto agree;'The matter "is clearly histori-cal,.. and doesn't playa significant part inthe 'buSiness currently," says John Mur'"Phy, aqpldmanSachs pharmaceutical an-alyst:GoIdman has the stock on its rec-ommended list, its highest rating. Ana-lysts at Merrill Lynch & Co. and 10 otherbrokerage firms also recommend thestock, according to Thomson Finan-

-cialjFirst,Call.~ Elan's American depositary shares'-trade on the New York Stock Exchange,requiring it to show its results under U.S. .accounting rules. Annual revenue..jumped ito $1.5 billion,in 2000 from $323 million in

I1996. What Elan calls ea~ngs per sharebefore other charges rose to $1.46 in 2000 .1from 48c~nts in 1996. Analyst~ estimate

!the 2001 figure at $1.92 and peg Elan's 2001revenue at $1.9 billion. Elan expects its!revenue, most of which comes from sales' ,in the U.S., to doubleagaih in the nextfour years.. ' , j

,Consider its more than 50 research and

development joint ventures. They simulta-

neously ...shlft R&P research costs off

Elan's books and allow Elan to book reve-nue

long 'before the ventures have devel-

oped any products to sell~;

In their most typical form, Elan invests

$20 million in a partner and the joint ven-

'ture, and the venture ~mmediately pays

Elan '$15:i:nillion for a medical-technology'license.'Elan

books that as revenue. But

the money that Elan invested doesn't cut

intoitS;,,~arnings because that's an..invest~

ment, and appears only on the balance

sheet, where it's an asset,lneffect, Elan

conveqs $15 million of money it already

had into new revenue.

"What's the real substance?" asks

Lynn,; TurDer, a former 'chief accountant

for tlleV.S, Securities and Exchange Com-

inission:'"I'm taking money out oton'e

pocket and putting it into another. That is

11: charade; Elan firmly rejects that no-

tion. J:There is nothing inappropriate

abom'o\iraccQunting," says its executive

vice chairman, Thomas Lynch, a former

partner at KPMG LLP.

,1:.',

Uncommon SetupIn the wake of the scandal over Enron

Corp.'s misleading accounting, the ways

tJiat faSt~growing companies reach their:

stellarnumb~rs are drawing a closer look.

In the <:ase of Elan, whose revenue and

earnings;havesoared in the past decade,

such scrunny'reveals some unusually

structured deals that contribute to finan-

cial results, but thalare difficult for inves-

.W!:.s to 'eval~ate.

,Elan currently sells dozens of drug anddia~os~ic,prOducts. It IS developing drugsfor mUltIple sclerosis and Alzheimer's dis-ease, although the Alzheimer's prOduct re-cen.tly hit a snag and trials were tempo-ranly-suspended. Besides Ireland, Elanhas labs in San Diego and South San Fran-cisco, Calif. -.:~~~~.~ays 'it currently 'has about 55c. research joint ventures, but stopped cre- i

ating new ones in mid-2001 to focus ondeveloping their products. The ventureshave more than two dozen potentialdrugs in human testing, it says. The sys-tem is "very productive," says the compa-ny's chief scientific and medical officer,Ivan Lieberburg. Because of this re-search setup, he adds, "we don't have todo the Merck model of bringing every-thing inside. The advantage of that iscomplete control. The disadvantage is itcosts a lot of money."

In each of these joint ventures, Elanholds a 19.9% interest and its partner therest. The ventures, several based in Ber-muda, have few or no employees. Thissystem contrasts with a more common'way pharmaceutical companies link upwith small biotech firms" which is to ac-quire equity in the small firm in gradualsteps as the research advances, and re-ceive co-marketing rights to any drug pro- Iduced.

Cross ReceiptThough Elan doesn't announce the

joint ventures' financial resUlts, some de-tails can be gleaned from SEC filings bythe company or its partners, such as In-cara Pharmaceuticals Corp. of ResearchTriangle Park, N.C. According to a securi-ties-purchase agreement filed by Incarawith the SEC last January, Elan invested$2.985 million in this joint venture and$16.015 million in Incara stock and a war-rant. Incara, the majority partner, thenput $12.015 million into the joint venture,bringing the venture's funding to $15 mil-lion.

The SEC filing said Elan woUld payIncara the $16.015 million by wire trans-fer. But in Incara's subsequent quarterly

.filings with the SEC, its statements ofcash flow don't show a receipt of thiscash in financing activities, nor do theyshow any payment from Incara to thejoint venture in investing activities. YetSEC filings say the joint venture boughta $15 million technology license fromElan.

Asked why the quarterly filings showedno payments of cash, Elan says in a writ-ten response that "cash was transferredby way of a cross receipt," which it calls a"legal mechanism under which amountsowing under different contracts are amal-gamated with the resUlting amount beingsettled by wire transfer." Elan says it is"not aware of how Incara disclosed themovement in cash." Incara declines tocomment on its accounting for the transac-tion.

Joint Ventures' Losses I

All of the joint ventures run losses,Elan says. Just how these losses affectElan's earnings isn't very clear.

If a company's stake in a joint ventureis below 20%, as Elan's are, it may use"cost" accounting and needn't reflect ashare of the investment's losses on its ownprofit-and-loss statement. But, as Elanpoints out, if a company has significantinfluence over the investment, it ought touse the "equity" method of accounting andrecord its share of the losses in a line onits P&L statement, reducing its earnings.

In Elan's typical arrangement with:joint ventures, it has veto power over re- ! I

search, 50% board representation and aright to raise its 19.9% financial stake to50%. Yet Elan's P&L statements don'tbreak out any losses from the ventures.The Center for Financial Research & Anal- iysis Inc. in Rockville, Md., a firm that ianalyzes companies' books for big inves-tors, has said in a report that Elan ap-pears to be using cost accounting.

Elan says it uses the equity method"where appropriate." It adds in a writtenstatement that it "expenses its share ofthe operating losses of all business ven-tures regardless of whether the equitymethod or cost method is used. Suchamounts are included, in full, in net inter-est expense."

"Why in the world would they put thisin interest expense?' That doesn't makeany sense at all," says J. Edward Ketz,an associate professor of accounting atPenn State, when told of Elan's state-ment. "What they are doing is not consis-tent with either cost-method or equity- Imethod accounting. I don't see how, un- ider U.S. GAAP, that would be." In addi-tion, the interest-expense table in Elan'sSEC filings doesn't seem to show suchlosses.

Elan's auditor, KPMG, declines to com-ment, citing client confidentiality. Elan ismanaged by a former KPMG partner,Donal Geaney, who has been at Elan for 14years and chief executive since 1995. Mr.Lynch, the executive vice chairman, cameover from KPMG in 1993, and Elan's chieffinancial officer, Shane Cooke, also is aformer KPMG partner.

A couple of the businesses with whichElan has formed research partnershipswere tiny firms that were running out ofcash. Celtrix Pharmaceuticals Inc. haddismissed 90% of its payroll and wasdown to fewer than 10 employees whenElan formed a research joint venturewith it in April 1999, generating $10 mil-

Assuming Elan did pay the $16 millionto Incara, it would still seem that all themoney the joint venture used to pay alicense fee to Elan had come from Elanitself. Asked if this doesn't amount to whataccountants call "round-trip revenue,"Elan's Mr. Lynch rejects the characteriza-tion, noting that "we end up owning eq-uity" in the majority partner. Incara saysits venture with Elan has started a late-stage clinical trial in ulcerative colitis pa-tients.

A Year AheadOne joint venture brought revenue to

Elan 12 months before the partners hadeven mapped out a research program.Formed a year ago, it involved Generex ,Biotechnology Corp. of Toronto. Gener-ex's CEO, Anna Gluskin, says the ven-ture paid Elan a $15 million license feefor drug-delivery technology. Yet the part-ners didn't know which chemical com-pound they would develop or even whichdisease they would target. In an SEC fil-ing at the time, Generex said the "par-ties intend to select at least one pharma-ceutical product for research and develop-ment under the joint venture within oneyear's time."

How could they decide a year in ad-vance that the medical technology was,worth $15 million-all the money the jointventure had? Elan says the price of itslicenses is based on what the technologyis worth, not on the use of it. Ms. Gluskinsays the joint venture-which, like Incar-a's, is based in Bermuda-could afford topay that much for a license "based on thepotential for coming to market soonerthan other" competing drugs. She saysthe partners estimated that the marketfor whatever drug was eventually devel-oped would be at least $500 million ayear.

But actually, "we don't know-what themarket will be. It's all assumption," she'acknowledg~s, adding that "any [prod-ucts] that sell over $500 million would jus-tify the payment" of $15 million for thelicense. The largest-selling drug Elan has'ever had, Zanaflex for muscle spasms,sells only a little over $150 million annu-ally. This month, Generex announced thejoint venture's project: formulating mor-phine to be absorbed through the inside ofthe cheeks.

Elan used to book the full license feefrom new joint ventures as revenue rightaway. But the SEC ruled in 1999 that com- ,panies shouldn't immediately book reve-nue from agreements in which they havecontinuing involvement, but should book itover the life of the agreement. In re-sponse, about a year ago Elan announceda $344 million retroactive charge againstearnings. The seemingly adverse SEC rul-ing has actually made Elan's later growthlook better, because, having reversed thepremature booking of revenue, Elan be-came able to record this revenue in thefuture.

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