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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

For the quarterly period ended June 30, 2002

Commission file number: 01-10920

Fisher Scientific International Inc.

Registrant’s telephone number, including area code: (603) 926-5911

      Indicate by check mark 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 þ          No o

      The number of shares of Common Stock outstanding at July 31, 2002 was 54,558,275.

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FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

INDEX

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FISHER SCIENTIFIC INTERNATIONAL INC.

Item 1 — Financial Statements

INTRODUCTION TO THE FINANCIAL STATEMENTS

      The financial statements included herein have been prepared by Fisher Scientific International Inc. (“Fisher” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote 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 December 31, 2001 balance sheet is the balance sheet included in the audited financial statements as shown in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. The Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

      The financial information presented herein reflects all adjustments (consisting only of normal-recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

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FISHER SCIENTIFIC INTERNATIONAL INC.

(in millions, except per share data)

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

(in millions, except share data)

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

(in millions)

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

(in millions)

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

Note 1 — Formation and Background

      Fisher Scientific International Inc. (“Fisher” or the “Company”) was incorporated in September 1991. The Company’s operations are conducted throughout North and South America, Europe, the Far East, the Middle East and Africa directly or through one or more subsidiaries, joint ventures, agents or dealers. The Company reports financial results on the basis of three reportable segments: domestic distribution, international distribution and laboratory workstations. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services for phase III and IV clinical trials. The international distribution segment engages in the supply, marketing and service of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations and fume hoods for the scientific research market and enclosures for technology and communication centers.

      In February 2002, certain of the Company’s stockholders sold 7.4 million shares of common stock in an underwritten public offering. The Company did not receive any of the proceeds from this offering. Currently, certain affiliates of Thomas H. Lee Partners and the other institutional investors involved in the Company’s recapitalization in 1998 together with management of the Company own approximately 50% of the Company’s outstanding common stock.

      Certain prior year amounts have been reclassified to conform to their current presentation.

Note 2 — Change in Accounting Principle

      In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”) and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”).

      SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001, and eliminated the pooling-of-interests method for business combinations. SFAS 141 also specifies the types of acquired intangible assets that are required to be included in goodwill. Under the provisions of SFAS 141, goodwill and intangible assets determined to have an indefinite useful life that are acquired in a business combination completed after June 30, 2001, were not amortized. Goodwill and intangible assets acquired in business combinations completed prior to July 1, 2001, continued to be amortized through December 31, 2001.

      SFAS 142 requires the use of a nonamortization approach to account for goodwill and indefinite-lived intangible assets. Under the nonamortization approach, goodwill and indefinite-lived intangible assets will not be amortized but instead will be reviewed for impairment and written down with a resulting charge to operations in the period in which the recorded value of goodwill and indefinite-lived intangible assets is more than its fair value. The adoption of SFAS 142 required the Company to reassess the useful lives and residual values of all intangible assets and make any necessary amortization adjustments. Based on that assessment, no adjustments were made to the amortization period or residual values of our intangible assets. Additionally, SFAS 142 requires the Company to perform an evaluation of whether goodwill and indefinite-lived intangible assets are impaired as of January 1, 2002, the effective date of the statement for the Company. The Company has determined that no impairment exists for its indefinite-lived intangible assets.

      SFAS 142 provided a six-month transitional period from the effective date of adoption to perform an initial assessment of whether an indication of goodwill impairment exists. This initial assessment compares the fair value of the reporting unit to its carrying value, including goodwill. Fair value was determined using a combination of discounted cash flow and multiple of earnings valuation techniques. To the extent that the fair value was less than the carrying value, the Company was required to perform a second test to measure the amount of the goodwill impairment, if any.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      During the second quarter of 2002, the Company completed its transitional assessment in accordance with these tests to determine if goodwill was impaired as of January 1, 2002. As a result, the Company recorded a non-cash charge of $63.8 million ($46.1 million, net of tax) in the Company’s statement of operations for the six months ended June 30, 2002, reflecting the cumulative effect of the accounting change to adjust goodwill to fair-value. The international distribution segment and laboratory workstations segment accounted for $19.7 million and $44.1 million of the charge, respectively.

      The impairment charge in the international distribution segment related to certain of our smaller market distribution businesses where current operating performance is lower than the original forecast. Our laboratory workstations segment is sensitive to changes in capital spending and several of the markets the laboratory workstations segment sells to, including the technology industry, experienced a significant economic slowdown causing a reduction in spending in those markets. As a result, sales growth was significantly less than originally forecasted, resulting in decreased profitability due to decreased volume and ensuing pricing pressures.

      SFAS 142 also requires that goodwill be tested annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has elected to perform its annual test for indications of goodwill impairment as of October 31 of each year. Future impairments of goodwill, if any, will be recorded to operating income in the Company’s statement of operations.

      In accordance with SFAS 142, the Company discontinued the amortization of goodwill effective January 1, 2002. The following is a reconciliation of net income (loss), as reported, to net income (loss) and net income (loss) per share for the three and six months ended June 30, 2001, excluding goodwill amortization (in millions, except per share amounts):

Note 3 — Senior Subordinated Notes

      In April 2002, the Company issued and sold $150.0 million of 8 1/8 percent 10-year senior subordinated notes (the “Note Offering”). The Company used the net proceeds of the Note Offering, together with proceeds from the sale of accounts receivables through its receivables securitization facility and cash on hand, to repay bank term debt totaling $211.3 million. As a result of the refinancing, the Company recorded an $11.2 million charge in the second quarter, consisting of $7.1 million of fixed-swap unwind costs and $4.1 million of deferred financing and other costs associated with the term debt.

Note 4 — Acquisitions

      In November 2001, the Company acquired Cole-Parmer Instrument Company and its affiliated companies (“Cole-Parmer”) for $208.5 million in cash. Cole-Parmer is a leading worldwide manufacturer

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NOTES TO FINANCIAL STATEMENTS — (Continued)

and distributor of specialty technical instruments, equipment and supplies. The results of Cole-Parmer have been included in the domestic distribution segment from the date of acquisition.

      The following unaudited pro forma financial information presents the consolidated results of operations as if the acquisition had occurred at the beginning of 2001 (in millions, except per share amounts). The unaudited pro forma amounts include a financing charge to reflect estimated borrowing costs that would have been incurred had the acquisition occurred at the beginning of 2001. The unaudited pro forma financial information is provided for informational purposes only and does not purport to be indicative of the Company’s results of operations that would actually have been achieved had the acquisition been completed for the period presented, or that may be achieved in the future.

Note 5 — Inventories

      The following is a summary of inventories by major category (in millions):

Note 6 — Goodwill and Intangible Assets

      The following is a reconciliation of changes in the carrying amount of goodwill by segment for the six months ended June 30, 2002 (in millions):

      In accordance with SFAS 142 the Company completed its evaluation of whether goodwill was impaired as of January 1, 2002, and recorded a non-cash charge for the cumulative effect of the accounting change (see “Note 2 — Change in Accounting Principal”).

      In April 2002, the Company acquired an additional interest in Medical Analysis Systems, Inc. (“MAS”), bringing the Company’s ownership interest in MAS to 91%. MAS is a manufacturer of controls and reagents for the clinical laboratory market. The Company has included the results of MAS in the Company’s

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NOTES TO FINANCIAL STATEMENTS — (Continued)

consolidated financial statements since obtaining a controlling interest in MAS in June 2001. As a result of the Company’s ownership in MAS exceeding 80%, MAS qualifies for inclusion in the consolidated tax group of Fisher. As a result, the Company has recorded an adjustment to the purchase price allocation for MAS reflecting a reduction in the acquired deferred tax asset valuation allowance and an offsetting decrease to goodwill.

      The following is a summary of intangible assets that are subject to amortization (in millions):

      For the three and six months ended June 30, 2002, the Company recorded amortization expense of $2.2 million and $4.3 million, respectively. For the three and six months ended June 30, 2001, the Company recorded amortization expense of $1.5 million and $2.6 million, respectively.

      The estimated amortization expense for each of the five succeeding years is as follows:

(a)	Amount represents estimated amortization expense for the six months ended December 31, 2002.

      At June 30, 2002 and December 31, 2001, the Company had indefinite-lived intangible assets of $61.5 million which primarily consists of tradenames.

Note 7 — Accounts Payable

      The Company maintains a zero balance cash management system for its accounts payable. Accordingly, included in accounts payable at June 30, 2002, and December 31, 2001, are approximately $99.0 million and $95.0 million of outstanding checks, respectively.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 8 — Other Comprehensive Income (Loss)

      The following is a summary of other comprehensive income (loss) for the three and six months ended June 30, 2002 and 2001 (in millions). Other comprehensive income (loss) components included in stockholders’ equity include any changes in equity during a period that are not the result of transactions with the Company’s stockholders.

Note 9 — Earnings Per Share

      The following is a reconciliation of the shares used in the computation of basic and diluted earnings per share for the three and six months ended June 30, 2002 and 2001 (in millions):

(a)	The amount of outstanding antidilutive common stock options and warrants excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2002 was 1.1 million, and 1.3 million, respectively and for the three and six months ended June 30, 2001 was 1.2 million and 4.1 million, respectively.

Note 10 — Restructuring and Other Charges

      During 2001, the Company implemented two restructuring plans focused on integration of the Company’s international operations and recent acquisitions and streamlining aimed at improving domestic operations (the “2001 Plan”). As a result of these actions, the Company recorded restructuring charges totaling $27.0 million consisting of $18.1 million recorded in the first quarter of 2001 and $8.9 million recorded in the fourth quarter of 2001. During the second quarter of 2002, the Company recorded a net restructuring credit of $1.5 million for the reversal for certain costs accrued in the 2001 Plan. The restructuring credit is primarily related to a reduction in estimated severance costs of approximately $1.6 million due to certain employees electing to voluntarily separate from the company as well as outplacement costs that were less than anticipated. Additionally, the Company recorded an additional $0.1 million related to certain exit costs that could not be

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NOTES TO FINANCIAL STATEMENTS — (Continued)

estimated at the time the plan was announced and recorded. The following table summarizes the recorded accruals and activity related to the 2001 Plan for the six months ended June 30, 2002 (in millions):

Note 11 — Segment Information

      The Company reports financial results on the basis of three reportable segments: domestic distribution, international distribution and laboratory workstations. The Company’s distribution and related manufacturing and service operations are principally managed on a geographic basis and are reported as the domestic distribution and international distribution segments. The Company’s workstation manufacturing operations, which generally does not sell through the distribution operations, is reported separately as the laboratory workstations segment. The domestic distribution segment engages in the supply, marketing, service and manufacture of scientific, clinical, educational, and occupational health and safety products. Additionally, this segment provides contract manufacturing and pharmaceutical packaging services for phase III and IV clinical trials. The international distribution segment engages in the supply, marketing and services of primarily scientific research products. The laboratory workstations segment manufactures laboratory workstations and fume hoods for the scientific research market and enclosures for technology and communication centers.

      The Company evaluates the performance of its operations based upon operating income. Income from operations is revenue less related costs and direct and allocated expenses. Interest expense, other income and expense and income taxes are not evaluated on a segment basis. In addition, special charges are not allocated to the segments. The accounting policies of the segments are the same as described in the summary of significant accounting policies. Intercompany sales and transfers between segments were not material for the three and six months ended June 30, 2002 and 2001.

      Selected reportable segment financial information for the three and six months ended June 30, 2002 and 2001 is shown below (in millions):

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NOTES TO FINANCIAL STATEMENTS — (Continued)