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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q/A



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(Mark One)

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



For the quarterly period ended March 31, 2004



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



For the transition from  to



Commission File No. 0-27222



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CFC INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 36-3434526                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



500 State Street,
Chicago Heights, Illinois 60411

(Address of Principal Executive Offices)



Registrants telephone number, including area code: (708) 891-3456



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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  x    NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule
12b-2 of the Exchange Act).    YES ̈NO  x



As of April 29, 2004, the
Registrant had issued and outstanding 3,878,485 shares of Common Stock, par value $.01 per share, and 512,989 shares of Class B Common Stock, par value $.01 per share.



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CFC INTERNATIONAL, INC.



List of Items Amended

Part IFinancial Information



Item 1.

Financial Statements



Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Cash Flows

Notes to Condensed Consolidated Financial Statements



Item 2.



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



Item 4.



Controls and Procedures (1)



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(1)



Explanatory Note: This filing solely amends the original filing on Form 10-Q with respect to treatment of Foreign Currency Translation as prescribed by Financial Accounting Standards Board Statement No. 52, when accounting for
intercompany transactions and is more fully described in footnote 10 of the financial statements contained in the filing at page 12. The financial statements have been restated as well as portions of Managements Discussion and Analysis
of Financial Conditions and Results of Operations revised. On the same date of the filing of this Form 10-Q/A, the registrant is filing a Form 10-Q/A for the quarters ended June 30, 2004, and September 30, 2004, to which reference is made for
additional information and developments after March 31, 2004. The Company restated its financial statements to reflect the recognition of foreign currency exchange gains and losses related to intercompany transactions in the consolidated statement
of operations in accordance with Financial Accounting Standards Board No. 52, Foreign Currency Translation. Previously the Company had improperly included such gains and losses in accumulated other comprehensive income in its
consolidated stockholders equity. The correction of this error effects net income, earnings per share, accumulated other comprehensive income and deferred taxes currently payable (included in accrued expenses). These changes had no effect on
the balance of cash and cash equivalents in the Consolidated Statement of Cash Flows. The Company has also reclassified foreign currency exchange gains and losses previously included in selling, general and administrative expenses to foreign
currency exchange (gain) loss in other income (expense) in its Consolidated Statement of Operations.



As a result of these changes, net income and earnings per diluted share disclosed in the original Form 10-Q for the three months ended March 31, 2004 will increase from $1,126,671 and $0.25 cents per share on a fully
diluted basis, to $1,154,003 and $0.26 cents per share on a fully diluted basis. Net income and earnings per diluted share disclosed in the original Form 10-Q for the three months ended March 31, 2003 increases from $246,418 and $0.06 cents per
share on a fully diluted basis, to $340,032 and $0.08 cents per share on a fully diluted basis.





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CFC INTERNATIONAL, INC.



INDEX TO FORM
10-Q/A



|                                |  |                                                                                                        |  |      
|------------------------------- |  | ------------------------------------------------------------------------------------------------------ |  | -----
|                                |  |                                                                                                        |  | Pages
|Part I - Financial Information: |  |                                                                                                       
|                                |  |                                                                                                       
|                                |  | Item 1.
Financial Statements                                                                           |  |      
|                                |  |                                                                                                       
|                                |  | Consolidated Balance Sheets  March 31, 2004 and December 31, 2003                                     |  | 6    
|                                |  |                                                                                                       
|                                |  | Consolidated Statements of Operations for the three (3) months ended March 31, 2004 and March 31, 2003 |  | 7    
|                                |  |                                                                                                       
|                                |  | Consolidated Statements of Cash Flows for the three (3) months ended March 31, 2004 and March 31, 2003 |  | 8    
|                                |  |                                                                                                       
|                                |  | Notes to Consolidated Financial Statements                                                             |  | 9-13 
|                                |  |                                                                                                       
|                                |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 14-18
|                                |  |                                                                                                       
|                                |  | Item 3.
Quantitative and Qualitative Disclosures about Market Risks                                    |  | 18   
|                                |  |                                                                                                       
|                                |  | Item 4.
Controls and Procedures                                                                        |  | 19-20
|                                | 
|Part II  Other Information     |  |                                                                                                       
|                                |  |                                                                                                       
|                                |  | Item 6.
Exhibits and Report on Form 8-K                                                                |  | 21   
|                                |  |                                                                                                       
|                                |  | Signatures                                                                                             |  | 22   
|                                |  |                                                                                                       
|                                |  | Certifications                                                                                         |  | 23-28



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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS



The Company believes that certain statements contained in this report and in the future
filings by the Company with the Securities and Exchange Commission and in the Companys written and oral statements made by or with the approval of an authorized executive officer that are not historical facts constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Company intends that such forward-looking statements be subject to the safe harbors created thereby.



The words and phrases looking ahead, is confident,
should be, will, predicted, believe, plan, intend, estimates, likely, expect and anticipate and similar expressions identify
forward-looking statements.



These forward-looking statements reflect the
Companys current views with respect to future events and financial performance, but are subject to many uncertainties and factors relating to the Companys operations and business environment which may affect the accuracy of
forward-looking statements and cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. As a result, in some future quarter the Companys operating
results may fall below the expectations of securities analysts and investors. In such an event, the trading price of the Companys common stock would likely be materially and adversely affected. Many of the factors that will determine results
of operations are beyond the Companys ability to control or predict.



Some of the factors that could cause or contribute to such differences include:



| |  | The effect of the continuing unfavorable economic conditions on market growth trends in general and the impact on the Companys customers, the demand for the Companys
products and services, and the Companys ordinary sources of supply, in particular;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Risks inherent in international operations, including possible economic, political or monetary instability and its impact on the level and profitability of foreign sales;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Uncertainties relating to the Companys ability to consummate its business strategy, including the unavailability of suitable acquisition candidates, or the Companys
inability to finance future acquisitions or successfully realize synergies and cost savings from the integration of acquired businesses;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Changes in the costs and availability of raw materials and the Companys ability to adjust selling prices to reflect those changes;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  | The Companys reliance on existing senior management and the impact of the loss of any of those persons or its inability to continue to identify, hire and retain qualified
management personnel;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Uncertainties relating to the Companys ability to develop and distribute new proprietary products to respond to market needs in a timely manner and the Companys ability
to continue to protect its proprietary product information and technology;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | The Companys ability to continue to successfully identify and implement productivity improvements and cost reduction initiatives;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  | The Companys reliance on a small number of significant customers;
|- |  | ------------------------------------------------------------------



| |  | Uncertainties relating to the Companys ability to continue to compete effectively with other producers of specialty transferable coatings and producers of alternative products
with greater financial and management resources;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Control of the Company by a principal stockholder; and
|- |  | ------------------------------------------------------



| |  | The effects of terrorism and armed conflicts on the Companys operations, demands for products and sources of supply.
|- |  | ---------------------------------------------------------------------------------------------------------------------



The risks included here are not exhaustive. We operate in a very competitive and rapidly
changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impacts of all such risk factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual
results. We have no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after April 29, 2004 or to reflect the occurrence of anticipated events.



Investors should also be aware that while we do, from time to time, communicate with
securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, investors should not assume that we agree with any statement or report issued by any
analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.



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Part I  Financial Information



Item 1. Financial Statements

CFC INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS AT

MARCH 31, 2004 AND DECEMBER 31, 2003



|                                                                                                                          |  |                    |            |   |                    |   |            |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                          |  | March 31, 2004     |            |   | December 31,2003   |  
|                                                                                                                          |  | (Unaudited)        |            |   |                    |  
|                                                                                                                          |  | Restated (Note 10) |            |   | Restated (Note 10) |  
|ASSETS                                                                                                                    |  |                    |            |   |                    |   |            |  
|CURRENT ASSETS:                                                                                                           |  |                    |            |   |                    |   |            |  
|Cash and cash equivalents                                                                                                 |  | $                  | 5,310,597  |   |                    | $ | 5,672,647  |  
|Accounts receivable, less allowance for doubtful accounts and customer credits of $1,684,000 (2004) and $1,767,000 (2003) |  |                    | 12,808,091 |   |                    |   | 9,821,047  |  
|Inventories:                                                                                                              |  |                    |            |   |                    |   |            |  
|Raw materials                                                                                                             |  |                    | 3,325,691  |   |                    |   | 4,488,351  |  
|Work in process                                                                                                           |  |                    | 2,237,498  |   |                    |   | 1,858,727  |  
|Finished goods                                                                                                            |  |                    | 7,403,581  |   |                    |   | 6,703,633  |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|                                                                                                                          |  |                    | 12,966,770 |   |                    |   | 13,050,711 |  
|Prepaid expenses and other current assets                                                                                 |  |                    | 768,868    |   |                    |   | 856,153    |  
|Deferred income tax assets                                                                                                |  |                    | 1,019,178  |   |                    |   | 915,493    |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Total current assets                                                                                                      |  |                    | 32,873,504 |   |                    |   | 30,316,051 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Property, plant and equipment, net                                                                                        |  |                    | 28,424,753 |   |                    |   | 28,116,892 |  
|Deferred income tax assets                                                                                                |  |                    | 3,204,130  |   |                    |   | 3,280,891  |  
|Goodwill                                                                                                                  |  |                    | 1,029,462  |   |                    |   | 1,029,462  |  
|Intangible assets, net                                                                                                    |  |                    | 2,595,412  |   |                    |   | 2,666,437  |  
|Other assets                                                                                                              |  |                    | 99,084     |   |                    |   | 105,078    |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Total assets                                                                                                              |  | $                  | 68,226,345 |   |                    | $ | 65,514,811 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                      |  |                    |            |   |                    |   |            |  
|CURRENT LIABILITIES:                                                                                                      |  |                    |            |   |                    |   |            |  
|Current portion of long-term debt                                                                                         |  | $                  | 11,057,791 |   |                    | $ | 9,716,066  |  
|Accounts payable                                                                                                          |  |                    | 4,706,098  |   |                    |   | 4,769,538  |  
|Accrued compensation and benefits                                                                                         |  |                    | 1,646,737  |   |                    |   | 1,032,115  |  
|Accrued expenses and other current liabilities                                                                            |  |                    | 4,787,988  |   |                    |   | 4,651,313  |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Total current liabilities                                                                                                 |  |                    | 22,198,614 |   |                    |   | 20,169,032 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Deferred income tax liabilities                                                                                           |  |                    | 2,680,247  |   |                    |   | 2,680,247  |  
|Fair value of interest rate swap                                                                                          |  |                    | 114,245    |   |                    |   | 47,783     |  
|Long-term debt, net of current portion                                                                                    |  |                    | 14,590,676 |   |                    |   | 15,066,109 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Total liabilities                                                                                                         |  |                    | 39,583,782 |   |                    |   | 37,963,171 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                             |  |                    |            |   |                    |   |            |  
|                                                                                                                          |  |                   
|STOCKHOLDERS EQUITY:                                                                                                     |  |                    |            |   |                    |   |            |  
|Voting Preferred Stock, par value $.01 per share, 750 shares authorized, no shares issued and outstanding                 |  |                    |           |   |                    |   |           |  
|Common stock, $.01 par value, 10,000,000 shares authorized; shares issued of 4,446,127 (2004 and 2003, respectively)      |  |                    | 44,462     |   |                    |   | 44,462     |  
|Class B common stock, $.01 par value, 750,000 shares authorized; 512,989 shares issued and outstanding                    |  |                    | 5,130      |   |                    |   | 5,130      |  
|Additional paid-in capital                                                                                                |  |                    | 12,167,569 |   |                    |   | 12,167,569 |  
|Retained earnings                                                                                                         |  |                    | 18,358,968 |   |                    |   | 17,204,965 |  
|Accumulated other comprehensive income                                                                                    |  |                    | 724,837    |   |                    |   | 787,917    |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|                                                                                                                          |  |                    | 31,300,966 |   |                    |   | 30,210,043 |  
|Less - 565,867 treasury shares of common stock, at cost                                                                   |  |                    | (2,658,403 | ) |                    |   | (2,658,403 | )
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|                                                                                                                          |  |                    | 28,642,563 |   |                    |   | 27,551,640 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  
|Total liabilities and stockholders equity                                                                                |  | $                  | 68,226,345 |   |                    | $ | 65,514,811 |  
|                                                                                                                          |  |                    |            |   |                    |   |            |  



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





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CFC INTERNATIONAL, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED

MARCH 31, 2004 AND 2003



|                                                                         |  |                              |            |   |                   |   |            |  
|------------------------------------------------------------------------ |  | ---------------------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                         |  | Three Months Ended March 31, |           
|                                                                         |  | 2004                         |            |   | 2003              |  
|                                                                         |  | (Unaudited)                  |           
|                                                                         |  | Restated (Note 10)           |            |   | Restated(Note 10) |  
|Net sales                                                                |  | $                            | 20,824,297 |   |                   | $ | 15,709,847 |  
|Cost of goods sold (excluding depreciation and amortization shown below) |  |                              | 13,024,195 |   |                   |   | 10,179,940 |  
|Selling, general and administrative expenses                             |  |                              | 3,826,369  |   |                   |   | 3,317,858  |  
|Research and development expenses                                        |  |                              | 608,116    |   |                   |   | 529,181    |  
|Depreciation and amortization expense                                    |  |                              | 1,338,681  |   |                   |   | 1,078,294  |  
|                                                                         |  |                              |            |   |                   |   |            |  
|Total operating expenses                                                 |  |                              | 18,797,361 |   |                   |   | 15,105,273 |  
|                                                                         |  |                              |            |   |                   |   |            |  
|Operating income                                                         |  |                              | 2,026,936  |   |                   |   | 604,574    |  
|                                                                         |  |                             
|Other (income) expense:                                                  |  |                              |            |   |                   |   |            |  
|Interest expense                                                         |  |                              | 298,591    |   |                   |   | 266,991    |  
|Gain on interest swap                                                    |  |                              | 66,462     |   |                   |   |           |  
|Other income                                                             |  |                              | (28,012    | ) |                   |   | (7,320     | )
|Foreign currency exchange (gain) loss                                    |  |                              | 24,702     |   |                   |   | (160,645   | )
|                                                                         |  |                              |            |   |                   |   |            |  
|Total other expense, net                                                 |  |                              | 361,743    |   |                   |   | 99,026     |  
|                                                                         |  |                              |            |   |                   |   |            |  
|Income before income taxes                                               |  |                              | 1,665,193  |   |                   |   | 505,548    |  
|Provision for income taxes                                               |  |                              | 511,190    |   |                   |   | 165,516    |  
|                                                                         |  |                              |            |   |                   |   |            |  
|Net income                                                               |  | $                            | 1,154,003  |   |                   | $ | 340,032    |  
|                                                                         |  |                              |            |   |                   |   |            |  
|Basic earnings per share                                                 |  | $                            | 0.26       |   |                   | $ | 0.08       |  
|                                                                         |  |                             
|Diluted earnings per share                                               |  | $                            | 0.26       |   |                   | $ | 0.08       |  



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



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CFC INTERNATIONAL, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2004 AND 2003



|                                                                                  |  |                              |            |   |                    |   |            |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                  |  | Three Months Ended March 31, |           
|                                                                                  |  | 2004                         |            |   | 2003               |  
|                                                                                  |  | (Unaudited)                  |           
|                                                                                  |  | Restated(Note 10)            |            |   | Restated (Note 10) |  
|Cash flows from operating activities:                                             |  |                              |            |   |                    |   |            |  
|Net income                                                                        |  | $                            | 1,154,003  |   |                    | $ | 340,032    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |            |   |                    |   |            |  
|Depreciation and amortization                                                     |  |                              | 1,373,808  |   |                    |   | 1,209,549  |  
|Interest rate swap valuation                                                      |  |                              | 66,462     |   |                    |   |           |  
|Deferred income taxes                                                             |  |                              | (216,068   | ) |                    |   | 306,367    |  
|Changes in assets and liabilities:                                                |  |                              |            |   |                    |   |            |  
|Accounts receivable, net                                                          |  |                              | (3,101,554 | ) |                    |   | (1,206,623 | )
|Inventories, net                                                                  |  |                              | (38,967    | ) |                    |   | 876,737    |  
|Other current assets                                                              |  |                              | 91,844     |   |                    |   | (525,800   | )
|Other assets                                                                      |  |                              | 5,994      |   |                    |   | 17,817     |  
|Accounts payable                                                                  |  |                              | (38,714    | ) |                    |   | (22,632    | )
|Accrued compensation and benefits                                                 |  |                              | 666,374    |   |                    |   | (688,399   | )
|Accrued expenses and other current liabilities                                    |  |                              | 132,572    |   |                    |   | (136,705   | )
|                                                                                  |  |                              |            |   |                    |   |            |  
|Net cash provided by operating activities                                         |  | $                            | 95,754     |   |                    | $ | 170,343    |  
|                                                                                  |  |                              |            |   |                    |   |            |  
|Cash flows from investing activities:                                             |  |                              |            |   |                    |   |            |  
|Purchase of property, plant and equipment                                         |  |                              | (1,879,205 | ) |                    |   | (858,585   | )
|                                                                                  |  |                              |            |   |                    |   |            |  
|Cash used in investing activities                                                 |  |                              | (1,879,205 | ) |                    |   | (858,585   | )
|                                                                                  |  |                              |            |   |                    |   |            |  
|Cash flows from financing activities:                                             |  |                              |            |   |                    |   |            |  
|Proceeds from revolving loan                                                      |  |                              | 2,400,000  |   |                    |   | 779,089    |  
|Repayments of revolving loan                                                      |  |                              | (1,043,940 | ) |                    |   | (3,261     | )
|Proceeds from term loan                                                           |  |                              | 3,255,024  |   |                    |   | 122,545    |  
|Repayments of term loans                                                          |  |                              | (3,480,404 | ) |                    |   | (361,915   | )
|Issuance of common stock                                                          |  |                              |           |   |                    |   | 11,298     |  
|                                                                                  |  |                              |            |   |                    |   |            |  
|Net cash provided by financing activities                                         |  |                              | 1,130,680  |   |                    |   | 547,756    |  
|                                                                                  |  |                              |            |   |                    |   |            |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                              | 290,721    |   |                    |   | (218,866   | )
|                                                                                  |  |                              |            |   |                    |   |            |  
|(Decrease) in cash and cash equivalents                                           |  |                              | (362,050   | ) |                    |   | (359,352   | )
|                                                                                  |  |                             
|Cash and cash equivalents:                                                        |  |                              |            |   |                    |   |            |  
|Beginning of period                                                               |  |                              | 5,672,647  |   |                    |   | 5,990,077  |  
|                                                                                  |  |                              |            |   |                    |   |            |  
|End of Period                                                                     |  | $                            | 5,310,597  |   |                    | $ | 5,630,725  |  
|                                                                                  |  |                              |            |   |                    |   |            |  



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



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CFC INTERNATIONAL, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004 AND 2003

(Unaudited)



Note 1. Basis of Presentation



In the opinion of management,
the accompanying interim unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2004 and December 31,
2003 (audited), the results of operations for the three (3) months ended March 31, 2004 and 2003, and statements of cash flows for the three (3) months ended March 31, 2004 and 2003.



The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations for
reporting on Form 10-Q. Accordingly, certain information and footnote disclosures normally accompanying the annual consolidated financial statements have been omitted. The interim consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the Companys latest annual report on Form 10-K.



Results for an interim period are not necessarily indicative of results for the entire year and such results are subject to year-end adjustments and an independent audit.



Note 2. Earnings Per Share



The table below provides the reconciliation of the numerator and denominator in computing
earnings per share and also gives effect to the restatement described in Note 10.



|                                                            |  |                    |           |                |           |           |   |        |  |        |         |           |           |  |   |     
|----------------------------------------------------------- |  | ------------------ | --------- | -------------- | --------- | --------- | - | ------ |  | ------ | ------- | --------- | --------- |  | - | ----
|                                                            |  | Three Months Ended
|                                                            |  | March 31, 2004     |           | March 31, 2003
|                                                            |  | Income             |           | Shares         |           | Per Share |   | Income |  | Shares |         | Per Share
|Basic earnings per share:                                   |  |                    |           |                |           |           |   |        |  |        |         |           |           |  |   |     
|Income available to Common Stockholders, restated (Note 10) |  | $                  | 1,154,003 |                | 4,393,249 |           | $ | 0.26   |  | $      | 340,032 |           | 4,386,146 |  | $ | 0.08
|Effect of Dilutive Securities:                              |  |                    |           |                |           |           |   |        |  |        |         |           |           |  |   |     
|Options exercisable                                         |  |                    |           |                | 29,269    |           |   |        |  |        |         |           | 6,174     |  |   |     
|Convertible debt                                            |  |                    | 10,425    |                | 71,427    |           |   |       |  |        | 12,000  |           | 95,237    |  |   |    
|                                                            |  |                    |           |                |           |           |   |        |  |        |         |           |           |  |   |     
|Diluted earnings per share, restated (Note 10)              |  | $                  | 1,164,428 |                | 4,493,945 |           | $ | 0.26   |  | $      | 352,032 |           | 4,487,557 |  | $ | 0.08
|                                                            |  |                    |           |                |           |           |   |        |  |        |         |           |           |  |   |     



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Note 3. Business Segments and International Operations



The Company operates a single business segment, which is the formulating and manufacturing
of chemically complex, multi-layered functional coatings. The Company produces five primary types of coating products. Net sales for each of these products (in thousands) for the three months ended March 31, 2004 and 2003 were as follows:



|                                             |  |                              |        |      |       |           |   |        |  |      
|-------------------------------------------- |  | ---------------------------- | ------ | ---- | ----- | --------- | - | ------ |  | -----
|                                             |  | Three Months Ended March 31,
|                                             |  | 2004                         |        | 2003
|Net Sales (In Thousands)                     |  | Net Sales                    |        | %    |       | Net Sales |   | %     
|Holographic Products                         |  | $                            | 4,137  |      | 19.9  |           | $ | 3,172  |  | 20.2 
|Printed Products                             |  |                              | 7,785  |      | 37.4  |           |   | 4,849  |  | 30.8 
|Pharmaceutical Products                      |  |                              | 3,157  |      | 15.1  |           |   | 2,994  |  | 19.1 
|Security Products                            |  |                              | 2,204  |      | 10.6  |           |   | 1,763  |  | 11.2 
|Simulated Metal and Other Pigmented Products |  |                              | 3,541  |      | 17.0  |           |   | 2,932  |  | 18.7 
|                                             |  |                              |        |      |       |           |   |        |  |      
|Total                                        |  | $                            | 20,824 |      | 100.0 |           | $ | 15,710 |  | 100.0
|                                             |  |                              |        |      |       |           |   |        |  |      



The following is sales information by
geographic area for the three months ended March 31, 2004 and 2003, and long lived asset information as of March 31, 2004 and December 31, 2003:



|                         |  |                             |        |      |   |       
|------------------------ |  | --------------------------- | ------ | ---- | - | ------
|                         |  | Three months endedMarch 31,
|Net Sales (In Thousands) |  | 2004                        |        | 2003
|United States            |  | $                           | 10,855 |      | $ | 7,281 
|Europe                   |  |                             | 6,851  |      |   | 6,248 
|Other Foreign            |  |                             | 3,118  |      |   | 2,181 
|                         |  |                             |        |      |   |       
|Total                    |  | $                           | 20,824 |      | $ | 15,710
|                         |  |                             |        |      |   |       



|                                 |  |                |        |                   |   |       
|-------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|Long Lived Assets (In Thousands) |  | March 31, 2004 |        | December 31, 2003
|United States                    |  | $              | 19,379 |                   | $ | 18,490
|Europe                           |  |                | 12,770 |                   |   | 13,428
|                                 |  |                |        |                   |   |       
|Total                            |  | $              | 32,149 |                   | $ | 31,918
|                                 |  |                |        |                   |   |       



Europe and other foreign revenue are
based on the country in which the customer is domiciled.



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Note 4. Comprehensive Income



The Companys total comprehensive (loss) income was as follows:



|                                        |  |                             |           |   |                    |   |        
|--------------------------------------- |  | --------------------------- | --------- | - | ------------------ | - | -------
|                                        |  | Three Months EndedMarch 31,
|                                        |  | 2004                        |           |   | 2003              
|                                        |  | Restated(Note 10)           |           |   | Restated (Note 10)
|Net income                              |  | $                           | 1,154,003 |   |                    | $ | 340,032
|Foreign currency translation adjustment |  |                             | (63,079   | ) |                    |   | 56,213 
|                                        |  |                             |           |   |                    |   |        
|Total comprehensive income              |  | $                           | 1,090,924 |   |                    | $ | 396,245
|                                        |  |                             |           |   |                    |   |        



Note 5. Contingencies and
Commitments



From time to time, the Company is subject to legal
proceedings and claims that arise in the normal course of business. In the opinion of management, the amount of ultimate liability with respect to these actions will not have a material adverse effect on the Companys consolidated financial
condition, results of operations or cash flows.



Note 6. Derivative
Instruments



On April 4, 2003, the Company executed two interest rate swap
agreements to fix the interest rates on the Companys U.S. term loans. The Company entered into these agreements to reduce the risk of adverse changes in variable interest rates. The notional amounts were $4,606,324 (with a fixed rate of
4.43%), and $2,303,840 (with a fixed rate of 4.82%) on April 4, 2003. The swap agreements terminate on January 31, 2008. These derivatives do not qualify for hedge accounting and, accordingly, the Company has recorded these derivative instruments
and the associated assets or liabilities at their fair values with the related gains or losses recorded as other income or expense in the consolidated statements of operations.



Note 7. Loan Refinancing



Two notes in Germany matured March 30, 2004 and were refinanced into a $3,074,000 (2.5 million Euros) three-year term loan bearing interest at 4.9% per annum. Interest
and principal are to be paid quarterly, in arrears in the amount of $108,000 (88,000 Euros), with a balloon payment of $1,886,000 (1.5 million Euros) due March 31, 2006.



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Note 8. Supplemental Pro Forma Information



The Company currently accounts for stock based compensation in accordance with Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related Interpretations. Had the Company accounted for stock based compensation in accordance with Statement of Financial Accounting Standards No. 123 (SFAS No. 123) Accounting for Stock-Based
Compensation, the Company would have reported the following pro forma amounts for the three months ended March 31, 2004 and 2003:



|                                                                                                 |  |                    |           |   |                    |   |         |  
|------------------------------------------------------------------------------------------------ |  | ------------------ | --------- | - | ------------------ | - | ------- | -
|                                                                                                 |  | Three Months Ended |          
|                                                                                                 |  | 03/31/04           |           |   | 03/31/03           |  
|                                                                                                 |  | Restated(Note 10)  |           |   | Restated (Note 10) |  
|Net income as reported                                                                           |  | $                  | 1,154,003 |   |                    | $ | 340,032 |  
|Pro forma adjustment  additional compensation expense had SFAS No. 123 been adopted, net of tax |  |                    | (16,296   | ) |                    |   | (14,945 | )
|                                                                                                 |  |                    |           |   |                    |   |         |  
|Pro forma net income                                                                             |  | $                  | 1,137,707 |   |                    | $ | 325,087 |  
|                                                                                                 |  |                    |           |   |                    |   |         |  
|Diluted earnings per share as reported                                                           |  | $                  | 0.26      |   |                    | $ | 0.08    |  
|Pro forma effect of compensation expense                                                         |  |                    | (0.01     | ) |                    |   | (0.01   | )
|                                                                                                 |  |                    |           |   |                    |   |         |  
|Pro forma diluted earnings per share                                                             |  | $                  | 0.25      |   |                    | $ | 0.07    |  
|                                                                                                 |  |                    |           |   |                    |   |         |  



Note 9. Net Operating Loss Tax
Asset



Our German business has generated cumulative tax net operating loss
carry forwards (NOLs) totaling 7.1 million Euros through March 31, 2004. These NOLs are being carried forward to offset future taxable income in Germany. The Company has recorded cumulative deferred tax assets of $3.2 million as of March 31, 2004
relating to the benefit of these NOLs. At present time the unused NOLs have no expiration date. Although realization of the deferred tax asset is not assured, the Company has concluded that it is more likely than not that the tax asset will be
realized, and accordingly no valuation allowance has been provided. This is principally based upon a prudent and feasible business strategy which shifts production to the Companys plant in Germany and also after considering benefits realized
from cost reduction measures the Company has already taken including closing the UK finishing operations and warehouse and reducing employee headcount. If the Company concludes that as a result of actions planned or taken, that the operating results
in Germany can not achieve or maintain profitability, or if there are changes to the Germany tax law, the Company may need to adjust the value of the Companys deferred tax assets resulting in a reduction to income in the period in which such
determination is made.



Note 10. Foreign Currency Exchange Gains and Losses
Restatement



The Company has restated its financial statements to correct
errors discovered in determining and recording foreign currency exchange gains and losses related to intercompany transactions. The restated financial statements reflect the recognition of translation gains and losses related to intercompany
transactions in the Companys Consolidated Statements of Operations in accordance with Financial Accounting Standards Board Statement No. 52, Foreign Currency Translation because the functional currency of the Companys foreign
operations is not the U.S. dollar and the intercompany transactions are expected to be settled in the ordinary course of business. Previously, the Company had improperly included such gains and losses in other accumulated comprehensive income (loss)
included in its consolidated stockholders equity. The correction of the error effected net income, earnings per share, accumulated other comprehensive income and deferred taxes currently payable. There was no effect on the balance of cash and
cash equivalents in the Consolidated Statement of Cash Flows. The Company has also reclassified foreign currency exchange (gain) loss previously included in selling, general and



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##### Table of Contents

administrative expenses to foreign currency exchange (gain) loss in other income (expense) in its Consolidated Statement of Operations. The table below
summarizes the effect of the correction of the error.



|                                               |  |             |            |             |   |            |  
|---------------------------------------------- |  | ----------- | ---------- | ----------- | - | ---------- | -
|                                               |  | As Reported |            | As Restated |  
|Selling, general and administrative expenses   |  |             |            |             |   |            |  
|2004                                           |  | $           | 3,895,155  |             | $ | 3,826,369  |  
|2003                                           |  |             | 3,308,203  |             |   | 3,317,858  |  
|Total operating expenses                       |  |             |            |             |   |            |  
|2004                                           |  |             | 18,866,147 |             |   | 18,797,361 |  
|2003                                           |  |             | 15,095,618 |             |   | 15,105,273 |  
|Operating income                               |  |             |            |             |   |            |  
|2004                                           |  |             | 1,958,150  |             |   | 2,026,936  |  
|2003                                           |  |             | 614,229    |             |   | 604,574    |  
|Foreign currency exchange (gain) loss          |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             |           |             |   | 24,702     |  
|December 31, 2003                              |  |             |           |             |   | (160,645   | )
|Income before income taxes                     |  |             |            |             |   |            |  
|2004                                           |  |             | 1,621,109  |             |   | 1,665,193  |  
|2003                                           |  |             | 354,558    |             |   | 505,548    |  
|Provision for income taxes                     |  |             |            |             |   |            |  
|2004                                           |  |             | 494,438    |             |   | 511,190    |  
|2003                                           |  |             | 108,140    |             |   | 165,516    |  
|Net income                                     |  |             |            |             |   |            |  
|2004                                           |  |             | 1,126,671  |             |   | 1,154,003  |  
|2003                                           |  |             | 246,418    |             |   | 340,032    |  
|Accrued expenses and other current liabilities |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 4,393,862  |             |   | 4,787,988  |  
|December 31, 2003                              |  |             | 4,273,938  |             |   | 4,651,313  |  
|Total current liabilities                      |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 21,804,488 |             |   | 22,198,614 |  
|December 31, 2003                              |  |             | 19,791,658 |             |   | 20,169,032 |  
|Total liabilities                              |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 39,189,656 |             |   | 39,583,782 |  
|December 31, 2003                              |  |             | 37,585,797 |             |   | 37,963,171 |  
|Accumulated other comprehensive income         |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 1,762,011  |             |   | 724,837    |  
|December 31, 2003                              |  |             | 1,781,007  |             |   | 787,917    |  
|Retained earnings                              |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 17,715,920 |             |   | 18,358,968 |  
|December 31, 2003                              |  |             | 16,589,249 |             |   | 17,204,965 |  
|Total stockholders equity                     |  |             |            |             |   |            |  
|March 31, 2004                                 |  |             | 29,036,689 |             |   | 28,642,563 |  
|December 31, 2003                              |  |             | 27,929,014 |             |   | 27,551,640 |  





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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Overview



The Company formulates, manufactures and sells chemically-complex, transferable, multi-layer coatings for use in many diversified markets, such as holographic packaging and authentication seals, furniture and building
products, pharmaceutical products and transaction cards (including credit cards, debit cards, ATM cards and access cards), and intaglio printing.



The Companys cost of goods sold reflects all direct product costs and direct labor, quality control, shipping and receiving, maintenance, process engineering and
plant management, but excludes depreciation and amortization. Selling, general and administrative expenses are primarily composed of sales representatives salaries and related expenses, commissions to sales representatives, advertising costs,
management compensation, and corporate audit and legal expense. Research and development expenses include salaries of technical personnel and experimental materials.



Foreign Currency Exchange Gains and Losses Restatement



The Company has restated its financial statements to correct errors discovered in determining and recording foreign currency exchange gains
and losses related to intercompany transactions. The restated financial statements reflect the recognition of exchange gains and losses related to intercompany transactions in the Companys Consolidated Statements of Operations in accordance
with Financial Accounting Standards Board Statement No. 52, Foreign Currency Translation because the functional currency of the Companys foreign operations is not the U.S. dollar and the intercompany transactions are expected to be
settled in the ordinary course of business. Previously, the Company had improperly included such gains and losses in accumulated other comprehensive income (loss) included in its Consolidated Stockholders Equity. The correction of this error
effected net income, earnings per share, accumulated other comprehensive income and deferred taxes currently payable. There was no effect on the balance of cash and cash equivalents in the Consolidated Statements of Cash Flows. The Company has also
reclassified foreign currency exchange gains and losses previously included in selling, general and administrative expenses to foreign currency exchange (gain) loss in other (income) expense in its Consolidated Statement of Operations.



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##### Table of Contents

Results of Operations



The following table sets forth, certain items from the Companys consolidated financial statements as a percentage of net sales for the
periods presented:



|                                                                         |  |                              |   |  |          |  
|------------------------------------------------------------------------ |  | ---------------------------- | - |  | -------- | -
|                                                                         |  | Three Months Ended March 31, |  
|                                                                         |  | 2004                         |   |  | 2003     |  
|                                                                         |  | (Unaudited)                  |  
|                                                                         |  | Restated                     |   |  | Restated |  
|Net sales                                                                |  | 100.0                        | % |  | 100.0    | %
|                                                                         |  |                              |   |  |          |  
|Cost of goods sold (excluding depreciation and amortization shown below) |  | 62.6                         |   |  | 64.8     |  
|Selling, general and administrative                                      |  | 18.4                         |   |  | 21.1     |  
|Research and development                                                 |  | 2.9                          |   |  | 3.4      |  
|Depreciation and amortization                                            |  | 6.4                          |   |  | 6.9      |  
|                                                                         |  |                              |   |  |          |  
|Total operating expenses                                                 |  | 90.3                         |   |  | 96.2     |  
|                                                                         |  |                              |   |  |          |  
|Operating income                                                         |  | 9.7                          |   |  | 3.8      |  
|Interest expense and other                                               |  | 1.6                          |   |  | 1.6      |  
|Foreign currency exchange (gain) loss                                    |  | 0.1                          |   |  | (1.0     | )
|                                                                         |  |                              |   |  |          |  
|Income before taxes                                                      |  | 8.0                          |   |  | 3.2      |  
|Provision for income taxes                                               |  | 2.5                          |   |  | 1.0      |  
|                                                                         |  |                              |   |  |          |  
|Net income                                                               |  | 5.5                          | % |  | 2.2      | %
|                                                                         |  |                              |   |  |          |  



Quarter Ended March 31, 2004
Compared to Quarter Ended March 31, 2003



Net sales for the quarter
ended March 31, 2004 increased 32.6% to $20.8 million, from $15.7 million, for the quarter ended March 31, 2003. The Euro strengthened 15.6% compared to the U.S. dollar, and as a result sales increased approximately $0.9 million in the first quarter
of 2004. Holographic product sales increased 30.4% to $4.1 million for the quarter ended March 31, 2004, compared to $3.2 million for the quarter ended March 31, 2003. This increase is primarily due to strong demand in domestic packaging. Printed
product sales increased 60.6% to $7.8 million, from $4.8 million primarily due to and increase in market share domestically as a result of a major competitor withdrawing from the market. Pharmaceutical product sales increased 5.4% to $3.2 million
for the quarter ended March 31, 2004, from $3.0 million for the quarter ended March 31, 2003. Pharmaceutical product sales increased primarily in Europe as the Companys customers expanded their penetration. Security product (mag stripe,
signature panels, and tipping products for credit cards, intaglio-printed products and gift cards) sales increased 25.0% to $2.2 million, from $1.8 million. This increase is due to larger gift card volumes and an increase in market penetration in
sales of mag stripe and signature panel domestically. Sales of specialty pigmented and other simulated metal products increased 20.8% to $3.5 million, from $2.9 million, primarily due to the increase in the strength of the Euro and increased market
share domestically.



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##### Table of Contents

Cost of goods sold for the quarter ended March 31, 2004 increased 27.9% to $13.0 million, from $10.2 million for the
quarter ended March 31, 2003. This increase was primarily due to the increase in sales. The cost of goods sold as a percentage of net sales for the quarter ended March 31, 2004 decreased to 62.5% from 64.8% for the quarter ended March 31, 2003
primarily due improved productivity and better utilization of the Companys fixed manufacturing costs.



Selling, general, and administrative expenses for the quarter ended March 31, 2004 increased 15.3% to $3.8 million, from $3.3 million for the quarter ended March 31, 2003. This increase is due primarily to the
strength of the Euro against the U.S. dollar; domestic hiring costs and profitability based incentive compensation accruals. As a percent of net sales these costs were 18.4% for the quarter ended March 31, 2004, and 21.1% for the quarter ended March
31, 2003. The decrease in percentage is primarily due to the higher sales volume.



Research and development expenses for the quarter ended March 31, 2004 increased 14.9% to $608,000, from $529,000 for the quarter ended March 31, 2003. This increase is primarily due to an increase in personnel costs. Research and
development expenses for the quarter ended March 31, 2004 decreased as a percentage of net sales, to 2.9% from 3.4% for the quarter ended March 31, 2003. This decrease in percentage was primarily due to the higher sales volume.



Depreciation and amortization expenses for the quarter ended March 31, 2004 increased 24.1%
to $1.3 million, from $1.1 million for the quarter ended March 31, 2003. This increase was primarily due to the depreciation on additional domestic fixed assets including the installation of two thermal regenerative oxidizers in December 2003, and
the strength of the Euro in translation of European depreciation. Depreciation and amortization expense as a percentage of net sales for the quarter ended March 31, 2004, decreased to 6.4% from 6.9% for the quarter ended March 31, 2003 primarily due
to the higher sales volume.



Operating income for the quarter ended March 31,
2004 increased 235.3% to $2.0 million, from $605,000 for the quarter ended March 31, 2003. The increase in operating income is due primarily due to the reasons noted above. Operating income for the quarter ended March 31, 2004 increased as a
percentage of net sales to 9.7% from 3.8% for the quarter ended March 31, 2003. This increase is due primarily to the reasons noted above.



Interest expense for the quarter ended March 31, 2004 increased 11.8% to $299,000, from $267,000 for the quarter ended March 31, 2003. This increase was due primarily to
the Companys increased borrowing to finance the purchase the building and land immediately west of its Chicago Heights property, and borrowings to finance two thermal regenerative oxidizers.



Other income for the quarter ended March 31, 2004 increased to $28,000 from $7,000 for the
quarter ended March 31, 2003. This increase is due primarily to rental income from the newly acquired Chicago Heights property.



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##### Table of Contents

Gain on foreign currency exchange for the quarter ended March 31, 2004 decreased 115.4% to a loss of $25,000 from a gain
of $161,000 for the quarter ended March 31, 2003. This was a result of the weakening of the Euro against the U.S. dollar.



The effective income tax rate is 30.5% for both the quarter ended March 31, 2004 and March 31, 2003.



Net income for the quarter ended March 31, 2004 increased 239.4% to $1.2 million, from $340,000 for the quarter ended March 31, 2003. This
increase in net income was due primarily to the factors affecting sales, income and expenses, as discussed above.



Liquidity and Capital Resources



The Companys cash flow from operations decreased by $74,000 to $96,000 in 2004 from $170,000 in 2003 primarily due to an increase in net income of $0.9 million,
plus an increase in depreciation and amortization of $0.2 million, offset by an increase in current assets. Working capital increased by $0.5 million during the first three months of 2004 as compared to the same period in 2003. The primary reasons
for this increase are an increase of $3.0 million in customer receivables, and an increase in deferred income tax assets of $0.1 million, offset by an increase in current portion of debt of $1.3 million, an increase in accounts payable accrued
compensation and benefits and other accrued expenses of $0.7 million, a decrease in prepaid and other current assets of $0.1 million, a decrease in inventories of $0.1 million and a decrease of $0.4 million in cash.



Two notes in Germany matured March 30, 2004 and were refinanced into a $3,074,000 (2.5
million Euros) three-year term loan bearing interest at 4.9% per annum. Interest and principal are to be paid quarterly, in arrears in the amount of $108,000 (88,000 Euros), with a balloon payment of $1,886,000 (1.5 million Euros) due March 31,
2006.



Our German business has generated cumulative tax net operating loss
carry forwards (NOLs) totaling 7.1 million Euros through March 31, 2004. These NOLs are being carried forward to offset future taxable income in Germany. The Company has recorded cumulative deferred tax assets of $3.2 million as of March 31, 2004
relating to the benefit of these NOLs. At present time the unused NOLs have no expiration date. Although realization of the deferred tax asset is not assured, the Company has concluded that it is more likely than not that the tax asset will be
realized, and accordingly no valuation allowance has been provided. This is principally based upon a prudent and feasible business strategy which shifts production to the Companys plant in Germany and also after considering benefits realized
from cost reduction measures the Company has already taken including closing the UK finishing operation and warehouse and reducing employee headcount. During the first quarter of operations for 2004, the German operations generated a profit. If the
Company concludes that as a result of actions planned or taken, that the operating results in Germany can not achieve or maintain profitability, or if there are changes to the Germany tax law, the Company may need to adjust the value of the
Companys deferred tax assets resulting in a reduction to income in the period in which such determination is made.



At March 31, 2004, the Company had available $6.2 million under the revolving credit agreement maintained with the companys primary bank. This agreement, which
matures April 1, 2005, is collateralized by the Companys trade accounts receivables and inventories. The Company expects to renew its loan revolving credit agreements in the normal course prior to the maturity date. The Company believes that
the net cash provided by operating activities and amounts available under the revolving credit agreement are sufficient to finance the Companys growth and future capital requirements. The Company had no material commitments to purchase capital
assets as of March 31, 2004.



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Euro Conversion



Member countries of the European Union have established fixed conversion rates between their existing currencies (legacy currencies) and one common
currency, the Euro. Since January 1, 2002, the new Euro-denominated notes and coins are in circulation and legacy currencies have been withdrawn from circulation. The Company has a manufacturing facility located in a member country (Germany), and
the conversion to the Euro has eliminated currency exchange rate risk for transactions among the member countries, which for the Company primarily consists of payments to suppliers. In addition, because the Company uses foreign-denominated debt to
meet its financial requirements and to reduce its foreign currency risks, certain of these financial instruments are denominated in Euro to finance European activities. The Company addressed all issues involved with converting to the new currency,
and the conversion did not have a significant impact on its financial position, results of operations or cash flows. At March 31, 2004, the Company had total assets of $29.9 million and net assets of $10.0 million invested in Europe.



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



The following methods and assumptions were used to estimate the fair value of each class of financial instruments held by the Company for which it is practicable to estimate that value. The carrying amount of cash
equivalents approximates their fair value because of the short maturity of those instruments. The estimated fair value of accounts receivable approximated its carrying value at March 31, 2004 and December 31, 2003 based upon analysis of their
collectability and net realizable value. The estimated fair value of the Companys long-term debt approximated its carrying value at March 31, 2004 and December 31, 2003, based upon market prices for the same or similar type of financial
instrument. The Company minimizes its exposure to the impact of fluctuation in foreign exchange rates in situations for certain sales for products sold in Europe but manufactured in the U.S. through the movement of production of those products to
Europe. There are no other activities of the Company where management believes exchange rates have a material impact with respect to the underlying transactions. In January 2003, the Company renewed its main loan agreements. The two main domestic
loans, Term Loan A and Term Loan B were renewed at a floating prime rate of interest with a one-time option to lock the interest rate at LIBOR plus 1.5%. The Company executed two interest rate swap agreements to the fixed interest rate on Term Loan
A at 4.82% on the principal balance of $2,303,840, and Term Loan B at 4.43% on the principal balance of $4,606,324 on April 4, 2003. The swap agreements terminate on January 31, 2008. These derivatives do not qualify for hedge accounting and
accordingly, the Company will record these derivative instruments and the associated assets or liabilities at their fair values with the related gains or losses recorded as other income or expense in the consolidated statements of income. The
Company does not use derivative financial instruments to address currency or commodity pricing risks.



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##### Table of Contents

Item 4. CONTROLS AND PROCEDURES



The
Company maintains disclosure controls and procedures that are designed to provide reasonable assurances that information required to be disclosed in reports filed with the Securities and Exchange Commission (the Commission) pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to the Companys Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of the Companys management, including the CEO and CFO, the
Company conducted an evaluation of the overall effectiveness of the Companys disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of
the period covered by this report.



The evaluation of the Companys
disclosure controls and procedures by the CEO and the CFO included a review of the controls objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. The
Companys management, including the CEO and CFO, does not expect that disclosure controls and procedures can or will prevent or detect all errors and all fraud, if any, because there are inherent limitations to the effectiveness of any system
of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. As a result, a control system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A significant deficiency is defined as a control deficiency, or combination of deficiencies, that adversely affects the
Companys ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles, such that there is more than a remote likelihood that a misstatement of the
Companys financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that
a material misstatement of the financial statements will not be prevented or detected.



Based on their evaluation, subject to the inherent limitations as described above and taking into consideration the matter described below, the CEO and CFO have concluded that the Companys disclosure controls and procedures were not
effective at March 31, 2004 as a result of the material weakness described below.



In connection with the year-end review of the Companys consolidated financial statements as of and for the year ended December 31, 2004 and the audit of those statements by the Companys Independent Registered Public Accounting
Firm, the Companys management and Audit Committee were informed that the Company had improperly included foreign currency exchange gains and losses related to intercompany transactions in accumulated other comprehensive income in its
Consolidated Stockholders Equity instead of recognizing the gains and losses in its Consolidated Statements of Operations. As a result, the Company has restated its 2003 and 2002 financial statements and its quarterly filings for 2004, which
includes the 2003 amounts. See Note 10 to the Consolidated Financial Statements for further discussion.



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The Company was informed by its Independent Registered Public Accounting Firm that as a result of the errors identified
in the recording of foreign currency exchange gains and losses, a material weakness in the Companys design and operation of its internal controls regarding the application of generally accepted accounting principles existed at March 31, 2004.
The Company has also concluded that a material weakness existed at March 31, 2004.



The Companys management has discussed the material weakness described above with the Audit Committee and has worked with the Audit Committee and has identified and implemented corrective actions to improve the effectiveness of the
Companys internal controls, including enhancements of systems and procedures, the implementation of additional reconciliations and reviews of information by senior level management. The Company has implemented the controls necessary to make
certain that foreign currency exchange gains and losses related to intercompany transactions are properly recorded. As a result of these actions, management believes that the financial statements included in this Form 10-Q/A fairly present in all
material respects the Companys financial condition, results of operations and cash flows for the periods presented.



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Part II  Other Information



Item 6. EXHIBITS AND REPORTS ON FORM 8-K



| | a. | Exhibits
| | -- | --------



| | 31.1 | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------



| | 31.2 | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------



| | 32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------



| | 32.2 | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | -------------------------------------------------------------------------------



| | b. | Reports on Form 8-K *
| | -- | ---------------------



During the fiscal fourth quarter of 2003, and through the date of this filing, a Report on Form 8-K dated April 23, 2004, reporting on Item 7 (Financial
Statements and Exhibits) and Item 12 (Results of Operations and Financial Condition) was filed. In accordance with General Instruction B of Form 8-K, the Report submitted to the Securities and Exchange Commission under Item 12 of Form 8-K is not
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and is not subject to the liabilities of that section. We are not incorporating, and will not incorporate by reference,
such Report into any filing under the Securities Act of 1933 or the Exchange Act.



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|* | - This exhibit was previously filed with the original Form 10-Q filing.
|- | -----------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 29, 2004.



CFC INTERNATIONAL, INC./s/ Dennis W. LakomyDennis W. LakomyExecutive Vice President,Chief Financial Officer,Secretary, and Treasurer(Principal Financial Officer)




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