Harvard Bioscience (HBIO) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

The following unaudited pro forma condensed combined financial statements are presented for comparative purposes only and are not necessarily indicative of the consolidated financial position or results of operations which would have been reported had we completed the acquisition of Denville Scientific, Inc. (“Denville”) during these periods or which might be reported in the future.

The following unaudited pro forma condensed combined financial statements are based on the respective audited and unaudited historical consolidated financial statements and the notes thereto of Harvard Bioscience, Inc. and Denville after giving effect to the acquisition of Denville in accordance with the acquisition method of accounting and the assumptions and adjustments described below. With the assistance of an external valuation company, management preliminarily allocated the purchase price for the Denville acquisition. The opening balance sheet was recorded using the estimated total purchase price. During the fourth quarter of 2009, the difference between the fair value and the final purchase price, if any, will be recognized in our statement of operations. The estimated aggregate purchase price for this acquisition was allocated to tangible and intangible assets acquired based on their preliminary fair values. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 assumes the acquisition occurred on January 1, 2008. No balance sheet is presented as Denville is included in the Company’s Quarterly Report on Form 10-Q for the nine month period ended September 30, 2009.

The pro forma adjustments are based upon available information and upon certain assumptions as described in the notes to the unaudited pro forma condensed combined financial statements that Harvard Bioscience Inc.’s management believes are reasonable in the circumstances. The unaudited pro forma condensed combined financial statements should be read in conjunction with (1) the unaudited interim consolidated financial statements of Harvard Bioscience, Inc. contained in its Quarterly Report on Form 10-Q for the nine month period ended September 30, 2009; (2) the unaudited interim consolidated financial statements of Denville for the six month period ended June 30, 2009 included as Exhibit 99.2 in this Form 8-K/A; (3) the audited consolidated financial statements of Harvard Bioscience, Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2008; and (4) the audited consolidated financial statements of Denville as of December 31, 2008 included as Exhibit 99.2 in this Form 8-K/A.

HARVARD BIOSCIENCE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008

(In thousands, except per share data)

(unaudited)

	Harvard Bioscience, Inc.			Denville Scientific, Inc.		Total			Pro Forma Adjustments			Pro Forma Total
Revenues	$	88,049		$	19,410	$	107,459		$	-		$	107,459
Cost of product revenues		45,893			12,795		58,688						58,688
Gross profit		42,156			6,615		48,771			-			48,771
Sales and marketing expenses		10,970			3,550		14,520						14,520
General and administrative expenses		15,134			1,096		16,230						16,230
Research and development expenses		4,048			-		4,048						4,048
Restructuring charges		1,559			-		1,559						1,559
Amortization of intangible assets		1,966			-		1,966			573	(A)		2,539
Total operating expenses		33,677			4,646		38,323			573			38,896
Operating income		8,479			1,969		10,448			(573	)		9,875
Other expense, net		(829	)		-		(829	)		(780	)(B)		(1,609	)
Income from continuing operations before income taxes		7,650			1,969		9,619			(1,353	)		8,266
Income taxes		2,240			13		2,253			41	(C)		2,294
Income from continuing operations		5,410			1,956		7,366			(1,394	)		5,972
Discontinued operations
Loss from discontinued operations, net of tax		(457	)		-		(457	)		-			(457	)
Loss on disposition of discontinued operations, net of tax		(3,280	)		-		(3,280	)		-			(3,280	)
Total loss from discontinued operations, net of tax		(3,737	)		-		(3,737	)		-			(3,737	)
Net income	$	1,673		$	1,956	$	3,629		$	(1,394	)	$	2,235
Income (loss) per share:
Basic earnings per common share from continuing operations	$	0.18										$	0.19
Discontinued operations		(0.12	)										(0.12	)
Basic income (loss) per common share	$	0.05										$	0.07
Diluted earnings per common share from continuing operations	$	0.17										$	0.19
Discontinued operations		(0.12	)										(0.12	)
Diluted income (loss) per common share	$	0.05										$	0.07
Weighted average common shares:
Basic		30,882											30,882
Diluted		31,354											31,354

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

HARVARD BIOSCIENCE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

(In thousands, except per share data)

(unaudited)

	Harvard Bioscience, Inc.			Denville Scientific, Inc. January 1 - September 2, 2009		Total			Pro Forma Adjustments			Pro Forma Total
Revenues	$	58,119		$	15,566	$	73,685		$	-		$	73,685
Cost of product revenues		29,538			9,908		39,446			-			39,446
Gross profit		28,581			5,658		34,239			-			34,239
Sales and marketing expenses		7,896			2,622		10,518			-			10,518
General and administrative expenses		10,757			569		11,326			-			11,326
Research and development expenses		3,162			-		3,162			-			3,162
Restructuring charges		508			-		508			-			508
Amortization of intangible assets		1,172			-		1,172			382	(A)		1,554
Total operating expenses		23,495			3,191		26,686			382			27,068
Operating income		5,086			2,467		7,553			(382	)		7,171
Other income (expense), net		(813	)		7		(806	)		(520	)(B)		(1,326	)
Income before income taxes		4,273			2,474		6,747			(902	)		5,845
Income taxes		832			-		832			141	(C)		973
Net income	$	3,441		$	2,474	$	5,915		$	(1,043	)	$	4,872
Income per share:
Basic earnings per common share	$	0.12										$	0.16
Diluted earnings per common share from continuing operations	$	0.11										$	0.16
Weighted average common shares:
Basic		29,691											29,691
Diluted		29,960											29,960

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

On September 2, 2009, Harvard Bioscience, Inc. (the “Company”) and its newly formed wholly-owned subsidiary, DAC Acquisition Holding, Inc., acquired substantially all of the assets of Denville Scientific, Inc. (“Denville”), a supplier of molecular biology products, with a focus on liquid handling items utilized in research laboratories. The purchase price payable by the Company under the terms of the Asset Purchase Agreement consisted of approximately $12.8 million in cash paid on September 2, 2009 plus additional cash consideration, payable in two post-closing installments, based on Denville’s financial results for 2009. The aggregate purchase price may not exceed $25.5 million under the terms of the Asset Purchase Agreement. We expect the aggregate purchase price to be approximately $25.3 million, which is approximately six times Denville’s estimated fiscal year 2009 operating profit, subject to certain adjustments.

With the assistance of an external valuation company, management preliminarily allocated the purchase price for the Denville acquisition. The opening balance sheet was recorded using the estimated total purchase price. During the fourth quarter of 2009, the difference between the fair value and the final purchase price, if any, will be recognized in our statement of operations in that period. The estimated aggregate purchase price for this acquisition was allocated to tangible and intangible assets acquired based on their preliminary fair values was follows:

	(in thousands)
Tangible assets	$	5,032
Liabilities assumed		(1,154	)
Notes payable and other debt assumed		(12	)
Net assets assumed		3,866
Goodwill and intangible assets:
Goodwill		8,033
Other indefinite lived intangibles (trade name)		3,133
Customer relationships		9,903
Non-compete agreements		390
Total goodwill and intangible assets		21,459
Acquisition purchase price	$	25,325

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 gives effect to the acquisition as if the transaction occurred as of January 1, 2008.

2. Pro Forma Adjustments

The pro forma adjustments are based on an allocation of purchase price to the assets acquired and liabilities assumed.

(A) Adjustments have been included to record amortization of purchased intangibles in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 in the amount of $573 thousand and $382 thousand, respectively.

	(in thousands)		Period
Goodwill and intangible assets:
Goodwill	$	8,033
Other indefinite lived intangibles (trade name)		3,133	Indefinite
Customer relationships		9,903	20 Years
Non-compete agreements		390	5 Years
Total goodwill and intangible assets	$	21,459

(B) Adjustments have been included to record interest costs at LIBOR plus 4% on approximately $19 million of borrowings under our revolving credit facility that would have been recognized on such a pro forma basis.

(C) Adjustments have been included to record state income taxes that would have been recognized on such a pro forma basis. The Company has deferred tax assets with valuation allowances and therefore there is no U.S. federal income tax impact on a pro forma basis in our financials.