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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

Commission file number: 01-10920

Fisher Scientific International Inc.

(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

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

      The number of shares of Common Stock outstanding at August 2, 2004 was 114,930,175.

FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

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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”, the “Company” or “we”), 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 these rules and regulations. The December 31, 2003 balance sheet is the balance sheet included in the audited financial statements as shown in the Company’s 2003 Annual Report on Form 10-K. 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, 2003.

      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.

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.

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 founded in 1902 and was incorporated as a Delaware Corporation in 1991. The Company’s operations are conducted throughout North and South America, Europe, the Far East, Australia, the Middle East and Africa directly or through one or more subsidiaries, joint ventures, agents or dealers. The Company reports results on the basis of three reportable segments: scientific products and services, healthcare products and services, and laboratory workstations.

	1. Scientific products and services segment is comprised of businesses that provide products and services used for scientific-research, drug-discovery and drug-development applications. The businesses comprising this segment manufacture and distribute a broad range of consumable supply products, scientific instruments and apparatus and safety products. In addition, the businesses comprising this segment provide pharmaceutical services for clinical trials, contract manufacturing, custom chemical synthesis and a number of other value-added services.
	2. Healthcare products and services segment is comprised of businesses that manufacture and distribute a wide array of diagnostic kits and reagents, consumable supplies, and medical devices to hospitals, clinical laboratories, and physicians’ offices. Additionally, the businesses comprising this segment provide outsourced manufacturing services for diagnostic reagents, calibrators and controls to the healthcare and pharmaceutical industries.
	3. Laboratory workstations segment is comprised of businesses that manufacture and sell laboratory furniture and fume hoods and provide lab-design services for pharmaceutical and biotechnology customers, colleges, universities and secondary schools, hospitals and reference labs.

Note 2 — Stock-Based Compensation

      The Company measures compensation expense for its stock-based employee compensation plans using the intrinsic value method. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” an amendment of FASB Statement No. 123 (“SFAS No. 148”); therefore, no compensation expense was recognized for the Company’s stock option plans. Had compensation expense for the Company’s stock option plans been determined based on the fair value at the grant date for awards under the Company’s stock plans, consistent with the methodology prescribed under SFAS No. 148, the Company’s net income and net income

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NOTES TO FINANCIAL STATEMENTS — (Continued)

per common share would have approximated the pro forma amounts indicated below (in millions, except per share amounts):

      The fair value of the Company’s stock options included in the preceding pro forma amounts were estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

Note 3 — Merger with Apogent Technologies Inc.

      The board of directors of Fisher and the board of directors of Apogent Technologies Inc. (“Apogent”) agreed to a strategic combination of the two companies under the terms of an Agreement and Plan of Merger, dated as of March 17, 2004 and amended as of April 16, 2004 by and among Fisher, Fox Merger Corporation, and Apogent. On August 2, 2004 we completed the merger in an approximately $4.0 billion tax-free, stock-for-stock exchange. In the merger Apogent shareholders received 0.56 shares of Fisher Scientific common stock for each share of Apogent common stock they owned. Upon completion of the merger, Apogent became a direct, wholly-owned subsidiary of Fisher.

      The following unaudited pro forma financial information presents the results of operations as if the Apogent merger had occurred at the beginning of 2003. 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

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NOTES TO FINANCIAL STATEMENTS — (Continued)

operations that would actually have been achieved had the acquisition been completed for the periods presented, or that may be achieved in the future (in millions, except per share amounts).

Note 4 — Acquisitions

      The Company has acquired all outstanding stock of Perbio Science AB (“Perbio”), a Swedish company, as part of a public tender offer pursuant to the rules of the Stockholm Stock Exchange. Perbio manufactures and sells consumable tools for protein-related research and protein-based biopharma drug production, primarily to customers within the United States. The total purchase price was approximately $697 million in cash plus assumed net debt of approximately $44 million and was financed principally through the sale of $300 million principal amount of 2.50% convertible senior notes, the issuance and sale of $150 million principal amount of 8% senior subordinated notes and the borrowing of an additional $250 million of term loans under the Company’s senior credit facility. The cell culture and bioresearch divisions of Perbio have been included in the scientific products and services segment and the medical device division of Perbio has been included in the healthcare products and services segment from the date of acquisition.

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the Perbio acquisition on September 8, 2003, the date of the acquisition, net of cash and debt acquired. The allocation of the purchase price for Perbio has been made based upon management estimates and third-party valuations that have not been finalized and revisions may be necessary.

      The allocation of the Perbio purchase price resulted in an allocation to identifiable intangible assets of $117.8 million. The Company valued intangible assets related to trademarks, trade names, customer lists, supplier agreements and core technology. A majority of the intangible assets acquired relate to trademarks and trade names.

      The following unaudited pro forma financial information presents the results of operations as if the Perbio acquisition had occurred at the beginning of 2003. The unaudited pro forma financial information is provided

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NOTES TO FINANCIAL STATEMENTS — (Continued)

for information 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 (in millions, except per share amounts).

      On March 1, 2004, the Company acquired Oxoid Group Holdings Limited (“Oxoid”). Oxoid is a United Kingdom-based manufacturer of microbiological culture media and other diagnostic products that test for bacterial contamination. The purchase price was approximately $330 million and was funded through the sale of an initial $300 million principal amount of 3.25% convertible senior notes and borrowings under the Company’s accounts receivable securitization facility and revolving credit facilities. The results of Oxoid have been included in the scientific products and services segment from the date of acquisition.

      The following unaudited pro forma financial information presents the results of operations as if the Oxoid acquisition had occurred at the beginning of 2003. The unaudited pro forma financial information is provided for information 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 (in millions, except per share amounts).

      On April 1, 2004, the Company acquired Dharmacon, Inc. (“Dharmacon”). Dharmacon focuses on RNA technology, including RNA interference (“RNAi) and small interfering RNA (“siRNA”). RNA is a tool for life-science research that increases the efficiency of the drug discovery process. The purchase price was approximately $80 million of cash. In connection with this transaction, exercisable options to purchase Dharmacon common stock were converted at fair market value into the right to receive 57,713 shares of Fisher common stock, issued from treasury stock. The results of Dharmacon have been included in the scientific products and services segment from the date of acquisition.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 5 — Inventories

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

Note 6 — Goodwill and Other Intangible Assets

      The following is a reconciliation of changes in the carrying amounts of goodwill by reportable segment for the six months ended June 30, 2004 (in millions):

(a)	The allocation of the purchase price for the Dharmacon, Oxoid and Perbio acquisitions have been made based upon management estimates and third-party valuations that have not been finalized. Accordingly, the purchase price allocations are preliminary and revisions may be necessary.

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

      For the three and six months ended June 30, 2004, the Company recorded amortization expense of $5.7 million and $9.8 million, respectively, related to amortizable other intangible assets. For the three and six months ended June 30, 2003 the Company recorded amortization expense of $2.0 million and $4.0 million, respectively, related to amortizable other intangible assets.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      The estimated amortization expense for each of the five succeeding years and thereafter is as follows (in millions):

(a)	Amount represents estimated amortization expense for the remaining six months ending December 31, 2004.

      As of June 30, 2004 and December 31, 2003, the Company had indefinite-lived intangible assets in the scientific products and services segment of $188.0 million and $130.8 million, respectively. As of June 30, 2004 and December 31, 2003, the Company had indefinite-lived intangible assets in the healthcare products and services segment of $12.1 million. Indefinite-lived intangible assets consist of tradenames acquired through the Company’s acquisitions of Cole-Parmer and MAS in 2001, Maybridge in 2002 and Perbio in 2003.

Note 7 — Accounts Payable

      The Company maintains a zero-balance cash management system for its U.S. accounts payable. Accordingly, included in accounts payable at June 30, 2004 and December 31, 2003, are approximately $115.3 million and $64.0 million, respectively, of checks that did not clear the bank.

Note 8 — Debt

      The following is a summary of debt obligations as of June 30, 2004 and December 31, 2003 (in millions):

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      On February 12, 2004, the Company amended its existing $225 million receivables securitization facility extending the facility’s maturity date to February 2005. All other material terms and conditions remain unchanged from the receivables securitization facility entered into in February 2003. As of June 30, 2004 $20.6 million was sold under the securitization facility.

      On March 3, 2004, the Company sold $300 million principal amount of its 3.25% convertible senior subordinated notes due 2023 and, on March 23, 2004, sold an additional $30 million principal amount of these notes due to the exercise of the over-allotment option by the initial purchaser of the notes. These notes are due March 1, 2024 and were sold under a “shelf” registration statement dated September 3, 2003. Interest on the notes is payable on March 1 and September 1 of each year. The notes may be converted into shares of the Company’s common stock under the following circumstances: (1) note holders may convert their notes in a conversion period on any date on or prior to March 1, 2019, if the closing sale price of the Company’s common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the first days of such conversion period was more than 120% of the then-current conversion price of the notes; (2) if, on any date after March 1, 2019, the closing sale price of the Company’s common stock is more than 120% of the then current conversion price of the notes, then note holders will have such conversion right at all times thereafter; (3) the Company has called the notes for redemption; (4) the Company distributes to all or substantially all holders of the Company’s common stock rights, options or warrants entitling them to purchase common stock at less than the closing sale price of the Company’s common stock on the day preceding the declaration for such distribution; (5) the Company distributes to all or substantially all holders of the Company’s common stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Company’s board of directors exceeding 10% of the closing sale price of the Company’s common stock on the day preceding the declaration for such distribution; or (6) during any period in which the credit rating of the notes assigned by Moody’s is Caa2 or lower and by Standard & Poor’s is CCC or lower, or neither Moody’s (or its successors) nor Standard & Poor’s (or its successors) continue to rate the notes. Note holders may also convert their notes into shares of the Company’s common stock for the five business day period after any five consecutive trading day period in which the average trading price for the notes was less than 97% of the average conversion value for the notes during that period. Upon conversion, the Company has the right to deliver, in lieu of common stock, cash or a combination of cash and common stock. It is the Company’s current intention to satisfy the Company’s obligation upon a conversion of the notes first, in cash, in an amount equal to the principal amount of the notes converted and second, in shares of the Company’s common stock, to satisfy the remainder, if any, of the Company’s conversion obligation. The initial conversion rate is 12.4378 shares of common stock per each $1,000 principal amount of notes. This is equivalent to an initial conversion price of $80.40 per share.

Note 9 — Other Expense, Net

      Other expense for the three and six months ended June 30, 2004, includes a $2.2 million charge associated with the termination of a foreign currency contract. During the six months ended June 30, 2003, in connection with our debt refinancing, we recorded a charge of $45.6 million consisting of $27.3 million of call premiums and $18.3 million for the write-off of deferred financing fees, a $3.7 million charge to mark-to-market certain financial instruments, all of which were partially offset by $1.4 million of dividend income from an investment in preferred stock.

Note 10 — Employee Benefit Plans

      The Company has defined benefit pension plans available to substantially all employees that are either fully paid for by the Company or provide for mandatory employee contributions as a condition of participation. The Company funds annually, at a minimum, the statutorily required minimum amount as actuarially determined. During the six months ended June 30, 2003, the Company made a voluntary contribution of $10 million to the U.S. plans. No contributions to the pension plans were required during the quarter ended

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NOTES TO FINANCIAL STATEMENTS — (Continued)

June 30, 2004, and the Company does not currently expect to be required to contribute to its pension plans for the remainder of 2004.

      The net periodic pension benefit cost (income) and postretirement healthcare benefit cost (income) includes the following components for the three and six months ended June 30, 2004 and 2003, respectively, (in millions):