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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM                        TO                         

COMMISSION FILE NUMBER 000-30469


deCODE genetics, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  04-3326704
(I.R.S. Employer
Identification No.)

STURLUGATA 8, IS-101 REYKJAVIK, ICELAND
(Address of Principal Executive Offices, Zip Code)

+354-570-1900
(Registrant's Telephone Number, Including Area Code)

        Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        The aggregate number of shares of the registrant's common stock outstanding on July 30, 2003 was 53,535,601 shares of common stock $.001 par value.




deCODE genetics, Inc.


INDEX

 
   
  Page Number
Part I.   Financial Information   2

Item 1.

 

Financial Statements (unaudited)

 

2

 

 

Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2003 and 2002

 

2

 

 

Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002

 

3

 

 

Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2003 and 2002

 

4

 

 

Notes to Condensed Consolidated Financial Statements

 

5

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

14

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

22

Item 4.

 

Controls and Procedures

 

23

Part II.

 

Other Information

 

25

Item 1.

 

Legal proceedings

 

25

Item 5.

 

Other Information

 

26

 

 

Risk factors

 

26

Item 6.

 

Exhibits and Reports on Form 8-K

 

37

 

 

(a) Exhibits

 

37

 

 

(b) Reports on Form 8-K

 

37

Signatures

 

38

Index to Exhibits

 

39


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


deCODE genetics, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

unaudited

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2003
  2002
  2003
  2002
 
Revenue   $ 10,536   $ 9,442   $ 22,378   $ 14,700  

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 
  Research and development, including cost of revenue     16,793     24,040     36,625     42,882  
  Selling, general and administrative     3,713     5,076     7,809     8,378  
  Employee termination costs     306     0     791     0  
   
 
 
 
 
    Total operating expense     20,812     29,116     45,225     51,260  
   
 
 
 
 
Operating loss     (10,276 )   (19,674 )   (22,847 )   (36,560 )
Interest income     299     696     654     1,558  
Interest expense     (861 )   (1,336 )   (1,777 )   (1,610 )
Other non-operating income and (expense), net     606     606     696     704  
   
 
 
 
 
Net loss before cumulative effect of change in accounting principle     (10,232 )   (19,708 )   (23,274 )   (35,908 )
Cumulative effect of change in milestone revenue recognition method     0     0     0     333  
   
 
 
 
 
Net Loss   $ (10,232 ) $ (19,708 ) $ (23,274 ) $ (35,575 )
   
 
 
 
 

Basic and diluted net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 
 
Net loss before cumulative effect of change in accounting principle

 

$

(0.20

)

$

(0.39

)

$

(0.45

)

$

(0.76

)
  Cumulative effect of change in milestone revenue recognition method                 0.01  
  Net Loss     (0.20 )   (0.39 )   (0.45 )   (0.75 )

Shares used in computing basic and diluted net loss per share

 

 

51,282,154

 

 

50,778,836

 

 

51,219,783

 

 

47,139,282

 

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

2



deCODE genetics, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

unaudited

 
  June 30,
2003

  December 31,
2002

 
Assets              
Current assets:              
  Cash and cash equivalents   $ 70,641   $ 87,244  
  Receivables     7,489     5,293  
  Other current assets     6,965     9,609  
   
 
 
    Total current assets     85,095     102,146  
Restricted cash     6,000     6,000  
Property and equipment, net     77,626     83,499  
Goodwill     8,863     8,863  
Other long-term assets and deferred charges     14,488     12,909  
   
 
 
    Total assets   $ 192,072   $ 213,417  
   
 
 
Liabilities and Stockholders' Equity              
Current liabilities:              
  Accounts payable   $ 3,681   $ 4,865  
  Accrued expenses     10,474     10,613  
  Current portion of capital lease obligations     7,513     4,311  
  Current portion of long-term debt     4,582     4,243  
  Deferred revenue     8,189     7,606  
   
 
 
    Total current liabilities     34,439     31,638  
Capital lease obligations, net of current portion     4,433     5,008  
Long-term debt, net of current portion     45,406     44,961  
Deferred revenue     4,500     6,557  
Other long-term liabilities     7     7  

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock, $0.001 par value;
Authorized: 6,716,666 shares
Issued and outstanding: none
    0     0  
  Common stock, $0.001 par value;
Authorized: 100,000,000 shares;
Issued: 53,783,239 and 53,695,869 shares
at June 30, 2003 and December 31, 2002, respectively;
Outstanding: 53,535,168 and 53,545,234 shares
at June 30, 2003 and December 31, 2002, respectively
    54     54  
Additional paid-in capital     431,600     431,494  
Notes receivable     (6,976 )   (7,607 )
Deferred compensation     (1,450 )   (2,642 )
Accumulated deficit     (318,361 )   (295,087 )
Accumulated other comprehensive income (loss)     0     (1 )
Treasury stock, 248,071 and 150,635 shares stated at cost at June 30, 2003 and December 31, 2002, respectively     (1,580 )   (965 )
   
 
 
    Total stockholders' equity     103,287     125,246  
   
 
 
    Total liabilities, and stockholders' equity   $ 192,072   $ 213,417  
   
 
 

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

3



deCODE genetics, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

unaudited

 
  For the Six-Months Ended June 30,
 
 
  2003
  2002
 
Cash Flows From Operating Activities:              
Net loss   $ (23,274 ) $ (35,575 )
Adjustments to reconcile net loss to net cash used in operating activities:              
  Depreciation and amortization     7,185     6,389  
  Purchased in-process research and development     0     480  
  Equity in net earnings of affiliate     0     100  
  Amortization of deferred stock compensation     1,098     1,757  
  Loss on disposal of equipment     51     0  
  Charges for write-down of obsolete and excess materials and supplies     797     950  
  Unrealized gain on derivative financial instruments     (1,163 )   (1,327 )
  Other     220     144  
Changes in operating assets and liabilities net of effect of acquisition:              
  Receivables and other assets     (141 )   1,553  
  Accounts payable and accrued expenses     (1,276 )   (2,417 )
  Deferred research revenue     (1,474 )   971  
  Other     0     (1,023 )
   
 
 
    Net cash used in operating activities     (17,977 )   (27,998 )
   
 
 
Cash Flows From Investing Activities:              
  Purchase of property and equipment     (502 )   (13,207 )
  Proceeds from sale of property and equipment     46     0  
  Cash acquired in purchase of MediChem, net of transaction costs     0     (722 )
   
 
 
    Net cash used in investing activities     (456 )   (13,929 )
   
 
 
Cash Flows From Financing Activities:              
  Proceeds from financing of property and equipment     4,750     18,695  
  Repayment of mortgage     0     (11,644 )
  Issuance of common stock     102     0  
  Repayment of notes receivable for common stock     65     83  
  Installment payments on debt and capital lease obligations     (3,087 )   (2,838 )
   
 
 
    Net cash provided by financing activities     1,830     4,296  
   
 
 
Net decrease in cash     (16,603 )   (37,631 )
Cash and cash equivalents at beginning of period.     87,244     153,061  
   
 
 
Cash and cash equivalents at end of period   $ 70,641   $ 115,430  
   
 
 

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

4



deCODE genetics, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in thousands, except share and per share amounts)

The Company

        References in this report to deCODE and "we" and "us" refer to deCODE genetics, Inc., a Delaware company, and deCODE genetics, Inc.'s wholly owned subsidiary, Islensk erfdagreining ehf., an Icelandic company registered in Reykjavik, and its subsidiaries Encode ehf., deCODE Cancer ehf. and Vetrargardurinn ehf. as well as deCODE genetics, Inc.'s wholly owned subsidiary, MediChem Life Sciences, Inc., a Delaware corporation, and its subsidiaries MediChem Research, Inc., ThermoGen, Inc., Emerald BioStructures, Inc., Advanced X-Ray Analytical Services, Inc. and MediChem Management, Inc.

        With its headquarters in Reykjavik, Iceland, deCODE is a population genetics company developing drugs and DNA-based diagnostics based upon its discoveries in the inherited causes of common diseases. deCODE's population approach and resources have enabled it to isolate gene and targets directly involved in the development of many diseases posing significant challenges to public health and deCODE is focused on turning these findings into a pipeline of products. deCODE's customers include major pharmaceutical companies, biotechnology firms, pharmacogenomics companies, universities and other research institutions. deCODE's business is global, with its principal markets in the United States and in Europe.

        In March 2002, deCODE completed the acquisition of MediChem Life Sciences, Inc. (MediChem) in a stock-for-stock exchange accounted for as a purchase transaction. The acquisition gives deCODE capabilities in chemistry and structural proteomics that can be used in the implementation of its strategy of turning its targets identified by applying population genomics to common diseases into novel drugs for the market both through its own programs and in alliances with collaborators. Founded in 1987, MediChem (now our pharmaceuticals and biostructures groups) provides contract chemistry research services specializing in chemical synthesis for new drug discovery and development for the global pharmaceutical, biotechnology, agricultural, chemical and personal care industries.

        deCODE's operations are in a single business segment, primarily focused on developing products and services for the healthcare industry from its population-based gene discovery work in Iceland. To date, deCODE's revenues have been largely derived from services provided, including product development service activities. Broadening that discovery work to development of products, deCODE is organized according to product development offerings and services. deCODE's product development activities encompass the discovery and commercialization of novel therapeutics designed against targets identified in deCODE's gene discovery work, as well as the creation of DNA-based diagnostic and pharmacogenomic tests and the development of software systems for making correlations between genetic variation and disease and drug response. deCODE's service offerings include contract service businesses in drug discovery and medicinal chemistry through its Chicago-based pharmaceuticals group, three-dimensional protein crystallography products and contract services through its Seattle-based biostructures group, pharmacogenomics and clinical trials services through its wholly-owned subsidiary Encode, genotyping services carried out in Reykjavik, Iceland and bioinformatics services and tools developed in the course of deCODE's gene and drug target research.

Basis of Presentation

        The unaudited condensed consolidated financial statements included herein have been prepared by deCODE, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of

5



December 31, 2002 has been derived from the audited financial statements as of that date, but does not include all disclosures required by accounting principles generally accepted in the United States. deCODE believes the disclosures included in the condensed consolidated financial statements when read in conjunction with the financial statements and the notes thereto included in deCODE's Annual Report on Form 10-K are adequate to make the information presented not misleading.

        Certain reclassifications have been made in the December 31, 2002 balance sheet to be consistent with the June 30, 2003 presentation. These financial statements are reported in United States dollars, deCODE's functional currency. Tabular amounts are stated in thousands, except share and per share amounts.

        The condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of deCODE's financial position, results of operations and cash flows for the periods presented. The results of operations for the three and six month periods ended June 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year.

Principles of Consolidation

        The unaudited condensed consolidated financial statements include the accounts and operations of deCODE genetics, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated upon consolidation. Investments in which deCODE has significant influence, but does not control, are accounted for using the equity method.

Use of Estimates

        The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. On an ongoing basis we evaluate our estimates, which include, among others, those related to collaborative arrangements, property and equipment, materials and supplies, income taxes, litigation and other contingencies, materials and supplies, derivatives, intangible assets, and bad debts. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Revenue Recognition and Deferred Revenue

        Revenues from research and development collaboration agreements are recorded and recognized in accordance with the applicable performance requirements and terms of the respective contracts, generally either (i) as contract research costs are incurred, usually ratably over the period of effort, (ii) according to the percentage of completion method of contract accounting based on the ratio of costs incurred to expected total costs, or (iii) upon the achievement of substantive milestones, that is where the milestone event is substantive, there is substantial effort involved in achieving the milestone, the milestone payment amount is commensurate with the magnitude of the related achievement, and the associated follow-on revenue streams bear a reasonable relationship to one another. Milestone payments without these characteristics are recognized on a retrospective basis over the contractual term of the underlying agreement. Funding payments are not refundable in the event that the related efforts are not successful. Non-refundable, up-front payments are deferred and recognized on a straight-line basis over the contract term. Contracted chemistry services revenue from negotiated rate contracts are

6



recognized on a per diem basis as services are rendered or on the percentage of completion method based on the ratio of costs incurred to expected total costs for fixed fee contracts based upon the terms of the underlying contract. Any losses on contracts are provided for when they are determinable. Included in revenue are billings to customers for the cost of materials purchased by deCODE.

        In general, prerequisites for billings are established by contractual terms including predetermined payment schedules, the achievement of contract milestones, or submission of appropriate billing detail. Revenue recorded represents amounts billed in accordance with contractual terms. Unbilled costs and fees arise when revenue has been recognized but customers have not been billed. Contractual payments due to deCODE are recorded as deferred revenue until earned. The following is a summary of deferred revenue:

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2003
  2002
  2003
  2002
 
 
  (in thousands)

 
Revenue recorded during the period   $ 10,466   $ 15,774   $ 20,904   $ 21,005  
Revenue recognized during the period     (10,536 )   (9,442 )   (22,378 )   (14,700 )
Deferred revenue recorded on acquisition of MediChem     0     0     0     827  
Cumulative effect of change in milestone revenue recognition policy     0     0     0     (333 )
   
 
 
 
 
      (70 )   6,332     (1,474 )   6,799  
Deferred revenue at beginning of period     12,759     11,764     14,163     11,297  
   
 
 
 
 
Deferred revenue at end of period   $ 12,689   $ 18,096   $ 12,689   $ 18,096  
   
 
 
 
 

        Roche accounted for 39% and 40% of consolidated revenue in three-month periods ended June 30, 2003 and 2002, respectively. Roche accounted for 42% and 55% of consolidated revenue in six-month periods ended June 30, 2003 and 2002, respectively. Merck accounted for 18% and 16% of consolidated revenue in the three and six-month period ended June 30, 2003, respectively. Revenue for the six-month periods ended June 30, 2003 and 2002 includes $7,000 and $46,000, respectively, in services provided to Prokaria, a related party.

Stock-Based Compensation and Remuneration

        deCODE follows Statement of Financial Accounting Standards No. 123 (SFAS No. 123), Accounting for Stock-Based Compensation. The provisions of SFAS No. 123 allow companies to either expense the estimated fair value of stock options granted to employees or to follow the intrinsic value method set forth in Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees, and disclose the pro forma effects on net loss and net loss per share had the estimated fair value of the options granted to employees been expensed. SFAS No. 123 requires companies to expense the estimated fair value of stock options granted to non-employees. deCODE has elected to follow the intrinsic value method in accounting for its employee stock options and follows the fair value method in accounting for its non-employee stock options.

        Stock-based compensation represents the expense charged in the statements of operations relating to employee and non-employee stock options granted. Stock-based remuneration represents the expense charged in the statements of operations relating to shares of stock issued to non-employees in

7



exchange for services provided. Stock-based compensation and remuneration are included in the condensed consolidated statements of operations in the following captions:

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
  2003
  2002
  2003
  2002
 
  (in thousands)

Research and development expense   $ 314   $ 607   $ 636   $ 1,189
Selling, general and administrative expense.     232     245     462     568
   
 
 
 
Total   $ 546   $ 852   $ 1,098   $ 1,757
   
 
 
 

        Had compensation cost for all stock options been determined based on the fair value at the grant date for awards consistent with the provisions of SFAS No. 123, as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123" ("SFAS 148"), deCODE's net loss and basic and diluted net loss per share would have been changed to the pro forma amounts indicated below:

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2003
  2002
  2003
  2002
 
 
  (in thousands)

 
Net loss attributable to common stockholders—as reported   $ (10,232 ) $ (19,708 ) $ (23,274 ) $ (35,575 )
Add: Stock-based employee compensation expense included in reported net loss     546     852     1,098     1,757  
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards     (1,407 )   (1,643 )   (2,593 )   (3,381 )
   
 
 
 
 
Net loss attributable to common stockholders—pro forma   $ (11,093 ) $ (20,499 ) $ (24,769 ) $ (37,199 )
   
 
 
 
 
Basic and diluted net loss per share—as reported   $ (0.20 ) $ (0.39 ) $ (0.45 ) $ (0.75 )
Basic and diluted net loss per share—pro forma     (0.22 )   (0.40 )   (0.48 )   (0.79 )

        The effects of applying the provisions of SFAS No. 123 on net loss and net loss per share as stated above is not necessarily representative of the effects on reported income or loss for future years due to, among other things, the vesting period of the stock options and the fair value of additional stock options that may be granted in future years.

        In May 2003, deCODE granted options to purchase 633,400 shares of common stock to employees under the 1996 Equity Incentive Plan.

Computation of Net Loss Per Common Share

        Basic net loss per share is computed using net loss available to common stockholders and the weighted-average number of common shares outstanding. The weighted-average number of common shares outstanding during the period is the number of shares determined by relating the portion of time within a reporting period that common shares have been outstanding to the total time in that period.

        Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of potential common shares. Diluted net loss per share does not differ from basic net loss per share in all periods presented as potential common shares are antidilutive for all such periods and are, therefore, excluded from the calculation. Potential

8



common shares excluded from the calculation of diluted net loss per share as their inclusion would have been antidilutive were:

 
  June 30,
 
  2003
  2002
 
  (shares)

Warrants to purchase shares of common stock   1,851,300   1,851,300
Options to purchase shares of common stock   2,288,000   2,554,270
Restricted shares with an associated outstanding non-recourse promissory note   2,226,622   3,359,794

Comprehensive Income (Loss)

        Comprehensive income (loss) generally represents all changes in stockholders' equity except those resulting from investments or contributions by stockholders. Amounts reported in other comprehensive income (loss) include foreign currency translation adjustments. The following table presents the calculation of comprehensive income:

 
  For the Three Months
Ended June 30,

  For the Six Months
Ended June 30,

 
 
  2003
  2002
  2003
  2002
 
 
  (in thousands)

 
Net loss   $ (10,232 ) $ (19,708 ) $ (23,274 ) $ (35,575 )
Other comprehensive income (loss):                          
  Foreign currency translation     (2 )   42     1     (54 )
   
 
 
 
 
Total comprehensive income (loss)   $ (10,234 ) $ (19,666 ) $ (23,273 ) $ (35,629 )
   
 
 
 
 

Employee Termination Benefits

        In September of 2002, deCODE implemented a cost reduction program including charges related to termination benefits for 132 employees. Of the $2,158,000 then provided, $1,284,000 was paid in 2002 and $874,000 remained accrued and unpaid as of December 31, 2002. Charges for termination benefits for 27 additional employees were added ($485,000) and total termination benefits of $1,155,000 were paid in the three-months ended March 31, 2003. Charges for termination benefits for 17 additional employees were added ($306,000) and total termination benefits of $219,000 were paid in the three-months ended June 30, 2003 leaving $291,000 accrued and unpaid as of June 30, 2003. Termination benefits remaining accrued and unpaid as of June 30, 2003 (17 employees) are expected to be settled in cash over the next six months.

Recent Collaborations

        Merck.    In September 2002, deCODE and Merck & Co., Inc. (Merck) entered into an alliance aimed at developing new treatments for obesity. Under the alliance, deCODE and Merck will combine their research efforts in the genetics of obesity to identify, validate and prioritize a series of drug targets to take into development. Under the terms of the three-year agreement, deCODE will receive research funding, technology access fees, license fees, milestone payments as compounds developed under the alliance advance in the development process, and royalties on successfully marketed alliance drugs.

        IBM.    In January 2003, deCODE announced a three-year strategic alliance with IBM under which deCODE and IBM will jointly market and sell deCODE's Clinical Genome Miner (CGM) Discovery(TM) system running on IBM hardware and software. CGM Discovery(TM) is the same statistically-based application for isolating and analyzing genes and gene variations associated with

9



particular diseases that deCODE has used its gene discovery programs. The alliance aims to take advantage of deCODE's expertise in genetics and IBM's leadership in hardware and software systems to create solutions for what deCODE and IBM believe is a growing market for information-based medicine.

        Wyeth.    In November 2002, deCODE entered into a pharmacogenomics alliance with Wyeth. Under the agreement, deCODE will use its in vitro pharmacogenomics expertise to generate gene expression data for a drug candidate targeted to treatment of certain respiratory diseases.

        Vertex Pharmaceuticals.    In January 2003 deCODE announced an agreement with Vertex Pharmaceuticals under which we will gather and analyze pharmacogenomic data as part of clinical trials our subsidiary Encode conducts on Vertex developmental compounds. The first project under the agreement is a phase IIa clinical trial for Vertex's VX-148 treatment for psoriasis. Our pharmacogenomics capabilities will enable Vertex to gain an understanding, in conjunction with clinical trial results, of genetic factors affecting the responses of individuals to treatment. This information may be useful in designing subsequent clinical strategies and pharmacogenomic tests. Based upon the results of work under this agreement, the parties may extend the collaboration to the development and commercialization of pharmacogenomic tests.

        Families of Spinal Muscular Atrophy. In February 2003, deCODE and Families of Spinal Muscular Atrophy (FSMA), an organization founded to promote research leading to the effective treatment of this debilitating and often fatal disease, announced the signing of an agreement aimed at developing a new therapeutic compound for spinal muscular atrophy. Using promising compounds identified through previous FSMA-funded gene- and drug-discovery work, deCODE's Chicago-based pharmaceuticals group will identify the most promising lead compounds, optimize these compounds, and conduct the medicinal chemistry and scale-up work to develop a potentially effective new drug ready for clinical trials. The three-year agreement is potentially worth $5.2 million, including milestones for the successful development of a compound approved for clinical trials.

Derivative Financial Instruments

        During the normal course of business, deCODE is exposed to foreign currency risk and interest rate risk. These risks can create volatility in earnings and cash flows from period to period. deCODE's objective is to reduce volatility of earnings and cash flows associated with market risks. Derivative instruments held by the Company are used for hedging and non-speculative purposes. As of June 30, 2003, deCODE maintains two cross-currency swaps for purposes of managing certain of these risks.

        deCODE seeks to maintain a desired level of floating-rate debt with respect to its overall debt portfolio denominated in U.S. Dollars. To this end, deCODE uses interest rate and cross-currency swaps to manage interest rate and foreign currency risk arising from long-term debt obligations denominated in Icelandic krona. These interest rate and cross-currency swaps with a remaining combined notional amount of 1,930 million Icelandic krona (approximately $25 million at June 30, 2003) are designated as economic hedges of fixed rate foreign currency debt (Tier A and Tier C bonds), but do not qualify for hedge accounting under SFAS 133. The estimated fair value of these instruments is included in other long-term assets is $9,193,000 and $6,361,000 as of June 30, 2003 and December 31, 2002, respectively. The unrealized gain for the three-month periods ended June 30, 2003 and 2002 resulting from the recording of these instruments together with the translation of the Tier A and Tier C bonds is $960,000 and $1,073,000, respectively, and for the six-month periods ended June 30, 2003 and 2002 is $1,163,000 and $1,327,000, respectively, and is included in other non-operating income and (expense), net in the Consolidated Statements of Operations.

        The fair value of derivative instruments is sensitive to movements in the underlying market rates and variables. deCODE monitors the fair value of derivative instruments on a periodic basis. Fair

10



values are estimated for each derivative using common market valuation methods with reference to available market data as of the balance sheet date.

Debt

        In June 2003, deCODE sold certain laboratory equipment for $4,750,000 net cash proceeds and leased the equipment back from the counter-party (an Icelandic leasing company) for an 18-month term. As ownership of the equipment will be transferred to deCODE at the end of the lease without any further significant payment, the transaction has been recorded as a financing and no immediate gain was recognized.

Guarantees

        Under its bylaws, deCODE has agreed to indemnify its officers and directors for certain events or occurrences while the officer or director is, or was serving, at its request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. deCODE has a separate indemnification agreement with one of its directors that requires it, subject to certain exceptions, to indemnify him to the fullest extent authorized or permitted by its bylaws and the Delaware General Corporation Law. The maximum potential amount of future payments deCODE could be required to make under these indemnification agreements is unlimited; however, deCODE has a directors and officer liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. As a result of its insurance policy coverage, deCODE believes the estimated fair value of these indemnification agreements is minimal. deCODE has no liabilities recorded for these agreements as of June 30, 2003.

        When as part of an acquisition deCODE acquires all of the stock or all of the assets and liabilities of a company, it assumes the liability for certain events or occurrences that took place prior to the date of acquisition. The maximum potential amount of future payments it could be required to make for such obligations is undeterminable at this time. deCODE has no liabilities recorded for these liabilities as of June 30, 2003.

        deCODE enters into indemnification provisions under (i) its agreements with other companies in its ordinary course of business, typically with business partners, contractors, clinical sites and customers and (ii) its agreements with investors. Under these provisions deCODE generally indemnifies and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of deCODE's activities or, in some cases, as a result of the indemnified party's activities under the agreement. These indemnification provisions generally survive termination of the underlying agreement. In addition, in some cases, deCODE has agreed to reimburse employees for certain expenses and to provide salary continuation during short-term disability. The maximum potential amount of future payments deCODE could be required to make under these indemnification provisions is unlimited. deCODE has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements is minimal. Accordingly, deCODE has no liabilities recorded for these agreements as of June 30, 2003.

Litigation

        Other than claims and legal proceedings that