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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q



|(Mark One)
|----------
|[X]       

For the quarterly period ended June 30, 2004



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

For the transition period from  to







|New York(State or other jurisdiction of
incorporation or organization) |  | 16-0961040(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

2364 Leicester Road
Leicester, New York 14481

(585) 382-3223

Not Applicable

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 in Rule 12b-2 of the Exchange Act).       Yes [    ]      No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



|Class                               | Number of Shares Outstanding at June 30, 2004                           
|----------------------------------- | ------------------------------------------------------------------------
|Common Stock, $.01 par value        | 4,946,774                                                               
|                                    |                                                                         
|Options Outstanding & Not Exercised | Shares to cover the options will not be issued until they are exercised.
|936,936                            

1



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CPAC, INC. AND SUBSIDIARIES

INDEX



|        |                                                                                                                                                               | Page No.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|        | PART I -- FINANCIAL INFORMATION                                                                                                                               |         
|Item 1. | Financial Statements.                                                                                                                                         |         
|        | CPAC, Inc. and Subsidiaries Consolidated Balance Sheets - June 30, 2004 (Unaudited), and March 31, 2004                                                       | 3       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Three Months Ended June 30, 2004, and June 30, 2003 (Unaudited) | 4       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Cash Flows -- Three Months Ended June 30, 2004, and June 30, 2003 (Unaudited)                          | 5       
|        | Notes to Consolidated Financial Statements                                                                                                                    | 6       
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations.                                                                        | 12      
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.                                                                                                   | 17      
|Item 4. | Controls and Procedures.                                                                                                                                      | 17      
|        | PART II -- OTHER INFORMATION                                                                                                                                  |         
|Item 1. | Legal Proceedings.                                                                                                                                            | 18      
|Item 2. | Changes in Securities and Use of Proceeds.                                                                                                                    | 18      
|Item 3. | Defaults Upon Senior Securities.                                                                                                                              | 18      
|Item 4. | Submission of Matters to a Vote of Security Holders.                                                                                                          | 18      
|Item 5. | Other Information.                                                                                                                                            | 18      
|Item 6. | Exhibits and Reports on Form 8-K.                                                                                                                             | 18      
|        | SIGNATURE PAGE                                                                                                                                                | 19      
|        | EXHIBIT INDEX                                                                                                                                                 | 20      

2



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PART I -- FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS.

CPAC, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                      | ASSETS                                                                                                        |              | June 30, 2004
(Unaudited) |              | March 31, 2004
(Note) | 
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------ | ------------------------- | ------------ | --------------------- | 
|Current assets:                                                                       |                                                                                                               |              |                           |              |                      
|                                                                                      | Cash and cash equivalents                                                                                     |              | $   6,221,954             |              | $   7,747,481         | 
|                                                                                      | Accounts receivable (net of allowance for doubtful accounts
      of $1,596,000 and $1,542,000, respectively) |              | 11,622,052                |              | 11,532,459            | 
|                                                                                      | Inventory, net                                                                                                |              | 18,651,234                |              | 17,230,999            | 
|                                                                                      | Prepaid expenses and other current assets                                                                     |              | 2,104,505                 |              | 2,271,978             | 
|                                                                                      | Deferred tax assets, current                                                                                  |              | 1,108,790                 |              | 1,124,790             | 
|                                                                                      | Total current assets                                                                                          |              | 39,708,535                |              | 39,907,707            | 
|Property, plant and equipment, net                                                    |                                                                                                               | 15,825,313   |                           | 16,269,021   |                      
|Goodwill                                                                              |                                                                                                               | 192,426      |                           | 192,426      |                      
|Intangible assets (net of amortization of $1,425,091 and $1,383,861,    respectively) |                                                                                                               | 892,854      |                           | 930,681      |                      
|Deferred tax assets, long-term                                                        |                                                                                                               | 3,277,518    |                           | 3,345,518    |                      
|Investment in affiliate                                                               |                                                                                                               | 116,386      |                           | 250,000      |                      
|Other assets                                                                          |                                                                                                               | 3,305,705    |                           | 3,311,484    |                      
|Assets held for sale                                                                  |                                                                                                               | 1,219,153    |                           | 1,219,153    |                      
|                                                                                      |                                                                                                               | $ 64,537,890 |                           | $ 65,425,990 |                      
|                                                                                      | LIABILITIES AND SHAREHOLDERS' EQUITY                                                                          |              |                           |              |                       | 
|Current liabilities:                                                                  |                                                                                                               |              |                           |              |                      
|                                                                                      | Current portion of long-term debt                                                                             |              | $       173,986           |              | $       210,174       | 
|                                                                                      | Accounts payable                                                                                              |              | 5,152,383                 |              | 5,551,570             | 
|                                                                                      | Accrued payroll and related expenses                                                                          |              | 1,682,546                 |              | 1,692,167             | 
|                                                                                      | Other accrued expenses and liabilities                                                                        |              | 2,136,035                 |              | 2,385,488             | 
|                                                                                      | Total current liabilities                                                                                     |              | 9,144,950                 |              | 9,839,399             | 
|Long-term debt, net of current portion                                                |                                                                                                               | 6,732,380    |                           | 6,771,471    |                      
|Deferred tax liabilities, long-term                                                   |                                                                                                               | 675,304      |                           | 693,304      |                      
|Other long-term liabilities                                                           |                                                                                                               | 4,198,809    |                           | 4,204,323    |                      
|Minority interests                                                                    |                                                                                                               | 883,165      |                           | 830,328      |                      
|Shareholders' equity:                                                                 |                                                                                                               |              |                           |              |                      
|                                                                                      | Common stock, par value $0.01 per share;
   Authorized 30,000,000 shares;
   Issued 5,032,081 shares          |              | 50,321                    |              | 50,321                | 
|                                                                                      | Additional paid-in capital                                                                                    |              | 9,613,906                 |              | 9,613,906             | 
|                                                                                      | Retained earnings                                                                                             |              | 33,160,150                |              | 33,374,205            | 
|                                                                                      | Accumulated other comprehensive income                                                                        |              | 669,093                   |              | 638,921               | 
|                                                                                      |                                                                                                               |              | 43,493,470                |              | 43,677,353            | 
|Less:  Treasury stock, at cost, 85,307 shares                                         |                                                                                                               | (590,188     | )                         | (590,188     | )                    
|                                                                                      | Total shareholders' equity                                                                                    |              | 42,903,282                |              | 43,087,165            | 
|                                                                                      |                                                                                                               |              | $ 64,537,890              |              | $ 65,425,990          | 

Note: The balance sheet at March 31, 2004 has been taken from the audited financial statements as of that date.

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

3



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CPAC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED



|                                                              |                                                  |              | 2004               |              | 2003               |  
|------------------------------------------------------------- | ------------------------------------------------ | ------------ | ------------------ | ------------ | ------------------ | -
|Net sales                                                     |                                                  | $ 22,085,655 |                    | $ 23,180,154 |                   
|Costs and expenses:                                           |                                                  |              |                    |              |                   
|                                                              | Cost of sales                                    |              | 12,359,141         |              | 12,678,406         |  
|                                                              | Selling, administrative and engineering expenses |              | 9,024,013          |              | 9,385,318          |  
|                                                              | Research and development expense                 |              | 189,898            |              | 168,282            |  
|                                                              | Restructuring expenses                           |              |                    |              | 180,000            |  
|                                                              | Interest expense, net                            |              | 100,538            |              | 133,993            |  
|                                                              |                                                  |              | 21,673,590         |              | 22,545,999         |  
|Income before non-operating income (expense) and income taxes |                                                  | 412,065      |                    | 634,155      |                   
|Non-operating expense:                                        |                                                  |              |                    |              |                   
|                                                              | Minority interests                               |              | (52,837            | )            | (52,819            | )
|                                                              | Equity in loss of affiliate                      |              | (127,901           | )            | (81,414            | )
|                                                              |                                                  | (180,738     | )                  | (134,233     | )                 
|Income before income tax                                      |                                                  | 231,327      |                    | 499,922      |                   
|Provision for income tax                                      |                                                  | 99,000       |                    | 177,000      |                   
|                                                              | Net income                                       |              | $      132,327     |              | $       322,922    |  
|Net income per common share:                                  |                                                  |              |                    |              |                   
|                                                              | Basic net income per share                       |              | $             0.03 |              | $             0.07 |  
|                                                              | Diluted net income per share                     |              | $             0.03 |              | $             0.07 |  
|Average common shares outstanding:                            |                                                  |              |                    |              |                   
|                                                              | Basic                                            |              | 4,946,774          |              | 4,945,212          |  
|                                                              | Diluted                                          |              | 4,958,830          |              | 4,947,012          |  
|Comprehensive income:                                         |                                                  |              |                    |              |                   
|                                                              | Net income                                       |              | $       132,327    |              | $       322,922    |  
|                                                              | Other comprehensive income                       |              | 30,172             |              | 125,675            |  
|                                                              | Comprehensive income                             |              | $       162,499    |              | $       448,597    |  

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

4



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CPAC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                               |  | 2004            |   | 2003           |  
|---------------------------------------------------------------------------------------------- |  | --------------- | - | -------------- | -
|                                                                                               |  |                 |   |                |  
|Cash flows from operating activities:                                                          |  |                 |   |                |  
|Net income                                                                                     |  | $       132,327 |   | $      322,922 |  
|Adjustments to reconcile net income to net cash provided
   by (used in) operating activities: |  |                 |   |                |  
|Depreciation                                                                                   |  | 564,070         |   | 618,533        |  
|Amortization of intangible assets                                                              |  | 38,542          |   | 38,541         |  
|Deferred income taxes                                                                          |  | 66,000          |   | (55,000        | )
|Minority interest in consolidated foreign subsidiary                                           |  | 52,837          |   | 52,819         |  
|Equity in loss of affiliate                                                                    |  | 127,901         |   | 81,414         |  
|Changes in assets and liabilities:                                                             |  |                 |   |                |  
|Accounts receivable                                                                            |  | (83,055         | ) | 296,812        |  
|Inventory                                                                                      |  | (1,409,742      | ) | (798,566       | )
|Accounts payable                                                                               |  | (396,288        | ) | (220,852       | )
|Accrued expenses and liabilities                                                               |  | (256,925        | ) | 392,743        |  
|Other changes, net                                                                             |  | 172,421         |   | (345,511       | )
|Total adjustments                                                                              |  | (1,124,239      | ) | 60,933         |  
|Net cash provided by (used in) operating activities                                            |  | (991,912        | ) | 383,855        |  
|Cash flows from investing activities:                                                          |  |                 |   |                |  
|Purchase of property, plant and equipment, net                                                 |  | (111,459        | ) | (404,036       | )
|Investment in affiliate                                                                        |  |                 |   | (1,300,000     | )
|Net cash used in investing activities                                                          |  | (111,459        | ) | (1,704,036     | )
|Cash flows from financing activities:                                                          |  |                 |   |                |  
|Repayment of long-term borrowings                                                              |  | (77,199         | ) | (33,424        | )
|Payment of cash dividends                                                                      |  | (346,382        | ) | (346,273       | )
|Net cash used in financing activities                                                          |  | (423,581        | ) | (379,697       | )
|Effect of exchange rate changes on cash                                                        |  | 1,425           |   | 2,762          |  
|Net decrease in cash and cash equivalents                                                      |  | (1,525,527      | ) | (1,697,116     | )
|Cash and cash equivalents -- beginning of year                                                 |  | 7,747,481       |   | 9,866,539      |  
|Cash and cash equivalents -- end of year                                                       |  | $   6,221,954   |   | $   8,169,423  |  

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

5



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CPAC, Inc. And Subsidiaries

Notes to Consolidated Financial Statements

Unaudited



---



1 -- CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheets, the consolidated statements of operations and comprehensive income, and the consolidated statements of cash flows for the interim periods presented have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented (which include only normal recurring adjustments), have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2004 Annual Report to Shareholders. The results of operations for the interim periods presented are not necessarily indicative of the operating results for the full year.

2 -- INVENTORY

Inventory net of reserves is summarized as follows:



|                                  |  | June 30, 2004 |  | March 31, 2004 | 
|--------------------------------- |  | ------------- |  | -------------- | 
|Raw materials and purchased parts |  | $   7,303,853 |  | $   6,602,331  | 
|Work-in-process                   |  | 1,338,338     |  | 1,175,438      | 
|Finished Goods                    |  | 10,018,665    |  | 9,453,230      | 
|                                  |  | $ 18,651,234  |  | $ 17,230,999   | 

3 -- INVESTMENT IN AFFILIATE

On April 8, 2003 the Company purchased an additional 21% ownership interest in TURA AG (TURA) of Duren, West Germany, for $1,300,000. Previously, the Company had purchased a 19% ownership interest for $1,890,742 in January 2002. Due to its cumulative ownership of 40%, the Company accounts for its investment under the equity method of accounting. Accounting Principles Board Opinion No. 18 requires use of the equity method of accounting if the investment gives the Company the ability to exercise significant influence, but not control, over an investee. The Company records its equity in the income or losses of TURA on a three-month lag. The Company has recorded its equity investment on the consolidated balance sheets in "Investment in affiliate" and its share of the TURA earnings and losses as "Equity in loss of affiliate" on the consolidated statements of operations. In addition, the purchase price to acquire the cumulative 40% ownership exceeded the Company's proportionate share of TURA's net assets. A portion of this allocated excess purchase price is also amortized into equity earnings.

In May 2004 the Company met with the investee's primary lending institution to discuss the financial condition of TURA, who was experiencing significant cash flow difficulties, due to continuing operating losses. While TURA was granted an extension until September 30, 2004 on the maturity date of its working capital line of credit, the ability for TURA to meet its normal day to day operating expenses appears conditional on obtaining future capital infusions. The Company has the option of increasing its ownership stake to 51% by October 2004 and will continue to monitor TURA's financial condition to determine appropriate actions to protect its investment during fiscal 2005.

After recognition of approximately $595,000 and $180,000 of equity losses, including $160,000 and $145,000 of excess purchase price amortization for the years ended March 31, 2004 and 2003, respectively, the Company believes that the ability of TURA to generate sufficient, future cash flows is uncertain. TURA's financial statements show current liabilities exceeding current assets, certain debt obligations having covenant violations, and operating losses continuing through TURA's first quarter. The Company believed TURA's current financial decline is other than temporary and recognized an impairment loss of approximately $2,320,000 or $0.47 cents a diluted share for the year ended March 31, 2004, reducing the estimated fair market value of the Company's investment at March 31, 2004 to $250,000. The impairment adjustment reduces the previously allocated excess purchase price, leaving a value that the Company believes is largely attributable to the supply contracts between the Company and TURA.

For the three months ended June 30, 2004, the Company recorded its 40% proportionate share of TURA's losses, plus amortization of the excess purchase price allocated to the supply contract. For the three months ended June 30, 2003, the Company recorded its 19% proportionate share of TURA's losses, plus amortization of the allocated excess purchase price.

6



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At June 30, 2003, the proportionate share of the Company's investment in the net assets of TURA, as well as the unamortized value of the allocated excess purchase price, was allocated as follows:



|                                                    |  | June 30, 2003 | 
|--------------------------------------------------- |  | ------------- | 
|CPAC, Inc.'s proportionate share of TURA net assets |  | $    650,020  | 
|Property, plant and equipment                       |  | 375,000       | 
|Supply contracts                                    |  | 344,000       | 
|Goodwill                                            |  | 1,605,970     | 
|Net investment                                      |  | $ 2,974,990   | 

The difference between the original purchase price for the Company's equity interests in TURA and the net investment balance shown above at June 30, 2003 represents the Company's subsequent recognition of its proportionate share of TURA's net loss, amortization of the purchase price, and foreign currency translation adjustments.

After recognition of its proportionate share of TURA's first quarter losses, amortization of the supply contract, and foreign currency translation adjustments, the Company's investment has been reduced to approximately $116,000 at June 30, 2004. The Company estimates that its recorded investment in TURA may be reduced to zero in the subsequent quarter, based on finalization of TURA's second quarter operating results.

Summarized, approximate, unaudited, financial information for TURA for the three months ended June 30, 2004 and 2003 is shown below:



|                                   |  | Unaudited
For the Three Months Ended |  
|---------------------------------- |  | ------------------------------------ | -
|                                   |  | June 30, 2004                        |  
|Condensed Statement of Operations: |  |                                      |  
|Net revenue                        |  | $    3,797,000                       |  
|Cost of sales                      |  | 2,926,000                            |  
|Operating expenses                 |  | 1,045,000                            |  
|Operating loss                     |  | (174,000                             | )
|Interest expense                   |  | 68,000                               |  
|Tax provision (benefit)            |  |                                      |  
|Net loss                           |  | $      (242,000                      | )
|                                   |  |                                      |  
|Condensed Balance Sheet:           |  |                                      |  
|Current assets                     |  | $    8,709,000                       |  
|Non-current assets                 |  | 4,609,000                            |  
|                                   |  | $  13,318,000                        |  
|                                   |  |                                      |  
|Current liabilities                |  | $  12,062,000                        |  
|Non-current liabilities            |  | 525,000                              |  
|Shareholders' equity               |  | 730,000                              |  
|                                   |  | $  13,318,000                        |  

4 -- IMAGING RESTRUCTURING

During fiscal 2004, the Company shifted its domestic manufacturing of photochemicals from its St. Louis, Missouri, facility to its CPAC Imaging manufacturing facility in Norcross, Georgia. The transfer of the manufacturing fixed assets, as well as retrofitting the Georgia facility to absorb this production, was completed during the fourth quarter of fiscal 2004.

Related to this endeavor, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" and accounted for the employee termination costs and other costs associated with the move under its guidelines. The total expenses incurred in this project were approximately $1,275,000. As of March 31, 2004, all termination benefit costs and other move-related costs were accrued with approximately $34,000 still unpaid as of June 30, 2004.

7



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The table below summarizes the total costs accrued and paid under the criteria described in SFAS No. 146:



|                                   |  | Severance Pay andBenefits Reserve |   | UnauditedOther AssociatedCosts Reserve |   | Total       |  
|---------------------------------- |  | --------------------------------- | - | -------------------------------------- | - | ----------- | -
|First Quarter Fiscal 2004 Charges  |  | $  168,000                        |   | $    12,000                            |   | $  180,000  |  
|First Quarter Fiscal 2004 Paid     |  | 0                                 |   | 0                                      |   | 0           |  
|June 30, 2003 Balance              |  | 168,000                           |   | 12,000                                 |   | 180,000     |  
|Second Quarter Fiscal 2004 Charges |  | 294,000                           |   | 123,000                                |   | 417,000     |  
|Second Quarter Fiscal 2004 Paid    |  | (88,000                           | ) | (107,000                               | ) | (195,000    | )
|September 30, 2003 Balance         |  | 374,000                           |   | 28,000                                 |   | 402,000     |  
|Third Quarter Fiscal 2004 Charges  |  | 104,000                           |   | 430,000                                |   | 534,000     |  
|Third Quarter Fiscal 2004 Paid     |  | (226,000                          | ) | (424,000                               | ) | (650,000    | )
|December 31, 2003 Balance          |  | 252,000                           |   | 34,000                                 |   | 286,000     |  
|Fourth Quarter Fiscal 2004 Charges |  | 10,000                            |   | 134,000                                |   | 144,000     |  
|Fourth Quarter Fiscal 2004 Paid    |  | (128,000                          | ) | (161,000                               | ) | (289,000    | )
|March 31, 2004 Balance             |  | 134,000                           |   | 7,000                                  |   | 141,000     |  
|First Quarter Fiscal 2005 Charges  |  |                                   |   |                                        |   |             |  
|First Quarter Fiscal 2005 Paid     |  | (100,000                          | ) | (7,000                                 | ) | (107,000    | )
|June 30, 2004 Balance              |  | $    34,000                       |   | $             0                        |   | $    34,000 |  

The Company has been actively marketing the St. Louis facility for sale and has entered into negotiations for sale of the property. If the negotiations are successful, the Company hopes to complete the sale prior to September 30, 2004. As such, the Company is accounting for the potential sale in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and has reclassified approximately $1,219,000 from "property, plant, and equipment, net" to "assets held for sale." No impairment charge was recorded at June 30, 2004, as the fair market value of the property, less costs to dispose, exceeded the recorded cost. The Company continues to lease a 35,000 square foot warehouse space adjacent to the St. Louis manufacturing facility with approximately three years remaining (original lease was for ten years, with a five-year termination clause). The Company has contracted with a real estate firm to explore the possibility of subleasing the property, and as such, has not accrued any lease impairment or termination costs at June 30, 2004.

5 -- GUARANTEES

The Company guarantees the following debt and other obligations for some of its subsidiaries under agreements with banks:

--  A standby letter of credit issued by Bank of America for $6.2 million is used by the Company to collateralize the Fuller Brands' Industrial Revenue Bonds.

The Company has warranty obligations in connection with sales of its Imaging equipment. The warranty period generally ranges from 6 to 12 months. The costs incurred to provide for these warranty obligations are estimated and recorded as an accrued liability at the time of sale. The Company estimates its warranty cost at the time of sale for a given product based on historical failure rates and related costs to repair. The change in the Company's accrued warranty obligations from March 31, 2004 to June 30, 2004 was as follows (in thousands):



|Accrued warranty obligations at March 31, 2004       |  | $  33
|---------------------------------------------------- |  | -----
|Accrued warranty experience April 1 to June 30, 2004 |  | (2)  
|April 1 to June 30, 2004 warranty provisions         |  | 2    
|Accrued warranty obligations at June 30, 2004        |  | $  33

8



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6 -- STOCK-BASED COMPENSATION

The Company accounts for its stock option plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25. Accordingly, no expense is charged to net income as all options granted included an exercise price equal to the market value of the underlying common stock on the date of the grant. In accordance with SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," the following table illustrates the effect on net income and earnings per share, as if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based, employee compensation.



| |                                                                              |  | Three Months Ended
June 30, | 
| | ---------------------------------------------------------------------------- |  | --------------------------- | 
| |                                                                              |  | 2004                        | 
| | Net income as reported                                                       |  | $  132,327                  | 
| | Total stock-based compensation:                                              |  |                             | 
| | Expense determined under fair value method for all 
      awards, net of tax |  | 19,000                      | 
| | Proforma net income                                                          |  | $  113,327                  | 
| | Net income per common share:                                                 |  |                             | 
| | Basic -- as reported                                                         |  | $ 0.03                      | 
| | Basic -- proforma                                                            |  | $ 0.02                      | 
| | Diluted -- as reported                                                       |  | $ 0.03                      | 
| | Diluted -- proforma                                                          |  | $ 0.02                      | 

The fair value of these options were estimated at grant date using the Black-Scholes option-pricing model. There have been no charges to income in any of the periods above in connection with these options other than incidental expenses related to options.

7 -- EARNINGS PER SHARE

Basic earnings per share are based upon the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average common shares outstanding during the period plus the dilutive effect of shares issuable through stock options and warrants. The shares used in calculating basic and diluted earnings per share are reconciled as follows:



| |                                                        |  | Three Months Ended
June 30, | 
| | ------------------------------------------------------ |  | --------------------------- | 
| |                                                        |  | 2004                        | 
| | Basic weighted average number
   of shares outstanding |  | 4,946,774                   | 
| | Effect of dilutive stock options                       |  | 12,056                      | 
| | Dilutive shares outstanding                            |  | 4,946,774                   | 

Unexercised stock options to purchase 783,936 and 1,107,792 shares of the Company's common stock as of June 30, 2004 and 2003, respectively, were not included in the computations of diluted earnings per share because the exercise prices of these options were greater than the average market price of the Company's common stock during the respective periods. These options, issued at various dates from 1995 to 2004, are still outstanding at the end of the period.

8 -- COMPREHENSIVE INCOME

Other comprehensive income includes foreign currency translation adjustments.

9



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9 -- SEGMENT INFORMATION

The Company operates in two industry segments: the Fuller Brands Segment and the CPAC Imaging (Imaging) Segment. Information concerning the Company's business Segments' net sales and income before non-operating income (expense) and income taxes for the quarters ended June 30, 2004 and 2003 are as follows:



| |                                                      |  | Three Months
Ended June 30, |  
| | ---------------------------------------------------- |  | --------------------------- | -
| |                                                      |  | 2004                        |  
| | Net sales to customers:                              |  |                             |  
| | Fuller Brands                                        |  | $ 13,973,224                |  
| | Imaging                                              |  | 8,112,431                   |  
| | Total net sales to customers                         |  | $ 22,085,655                |  
| | Operating income (loss):                             |  |                             |  
| | Fuller Brands                                        |  | $      835,062              |  
| | Imaging                                              |  | (295,508                    | )
| |                                                      |  | 539,554                     |  
| | Corporate expense                                    |  | (26,951                     | )
| | Interest expense, net                                |  | (100,538                    | )
| | Income before non-operating expense and income taxes |  | $       412,065             |  

Sales between Segments are not material.

Information concerning the identifiable assets of the Company's business Segments at June 30, 2004 and March 31, 2004 are as follows:



|                                         |  | June 30, 2004 |  | March 31, 2004 | 
|---------------------------------------- |  | ------------- |  | -------------- | 
|Identifiable assets:                     |  |               |  |                | 
|Fuller Brands                            |  | $ 29,644,100  |  | $ 29,337,358   | 
|Imaging                                  |  | 25,710,523    |  | 25,267,273     | 
|Total identifiable assets of the segment |  | 55,354,623    |  | 54,604,631     | 
|Corporate short-term investments         |  | 2,336,171     |  | 3,771,295      | 
|Deferred income tax assets               |  | 4,018,481     |  | 4,102,481      | 
|Other corporate assets                   |  | 2,828,615     |  | 2,947,583      | 
|Total consolidated assets                |  | $ 64,537,890  |  | $ 65,425,990   | 

10 -- RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, FASB Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51," was issued. The Interpretation provides guidance on the identification of entities for which control is achieved through means other than through voting rights ("variable interest entities" or "VIEs") and how to determine when and which business enterprise should consolidate the VIE (the "primary beneficiary"). This new model for consolidation applies to an entity which either (1) the equity investors do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. The Interpretation applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first reporting period beginning after March 15, 2004 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. At this time, the Company does not believe the Interpretation will have an impact on the Company's future reported results of operations and financial position.

In December 2003, the Financial Accounting Standards Board issued SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits--an amendment of FASB Statements No. 87, 88, and 106." This statement requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations, and cash flows, as well as the net periodic benefit cost of defined benefit pension plans and other defined benefit

10



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postretirement plans. The statement is effective for financial statements with fiscal years ending after December 15, 2003, with disclosure of information about foreign plans effective for fiscal years ending after June 15, 2004. The Company does not provide a defined benefit pension plan, nor any defined benefit postretirement plan; the impact of this pronouncement is expected to be minimal. Disclosures concerning the Company's defined contribution plans in its foreign operating units will be required to be disclosed for the fiscal year ending March 31, 2005.

11 -- LITIGATION

No material litigation is pending to which the Company and/or its subsidiaries are a party, or which property of the Company and/or its subsidiaries is the subject.

12 -- RECLASSIFICATION

Certain March 31, 2004 financial statement and related footnote amounts have been reclassified to conform to the June 30, 2004 presentation.

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

RESULTS OF OPERATIONS

The Company operates in two industry segments. The Fuller Brands Segment is involved in developing, manufacturing, distributing, and marketing branded industrial and consumer cleaning and personal care products in North America and internationally. The CPAC Imaging (Imaging) Segment includes the Company's color photographic, health care, and graphic arts imaging operations in the United States, Belgium, Italy, South Africa, and Thailand. Sales between Segments are not material.

The Company's financial results for the quarter ended June 30, 2003 include an after tax charge of $0.02 per diluted share for the Imaging Restructuring initiative (See Note 4 to the Consolidated Financial Statements).

Net Sales

The Company's net sales decreased 4.7% for the three months ended June 30, 2004, as compared to the same period last year (decreased 6.5%, excluding the impact of foreign currency exchange).

For the Fuller Brands Segment, net sales for the three months ended June 30, 2004 decreased 2.6%, as compared to the same period last year. The Fuller Brush division (Fuller) experienced a 12.7% net sales increase in the first quarter, as compared to the first quarter of fiscal 2004. The increase was largely attributable to the division's new retail initiative, as well as an increase in its QVC home shopping network business. Stanley Home Products (Stanley) net sales declined 10.5% in the first quarter of fiscal 2005, as compared to the first quarter of fiscal 2004. Some of the shortfall was attributable to a new compensation plan for Stanley's independent sales representatives that was introduced in a target region in the first quarter. Extensive training is currently underway. The Company believes that when fully implemented, the changes in the compensation plan will stimulate recruiting and subsequently increase sales. Cleaning Technologies Group (CTG) net sales also declined, with net sales for the first three months of fiscal 2005 declining 12.9%, as compared to the comparable period last year. CTG's school district business, sold through its distributor network, continues to be down from previous quarters, due to state and local economic conditions impacting school budgets. The division's business with Kmart has also declined over previous periods, due to additional Kmart store closings. To compensate, the division has been aggressively pursuing new business opportunities with national accounts, large retail chains, and GSA-scheduled business for government procurement and is optimistic these opportunities will come to fruition and slow or reverse the decline.

In the Imaging Segment, net sales decreased 8.1% for the first quarter of fiscal 2005, as compared to the comparable period in fiscal 2004 (decreased 12.8%, excluding the impact of foreign currency exchange). Excluding the impact of foreign currency exchange, worldwide Imaging operations, with the exception of CPAC Africa, experienced lower net sales in the quarter, as compared to the comparable period last year. This decline continues to reflect currency pressures in many of the countries and the technology shift from traditional imaging to digital products (See Foreign Operations discussion for international operations' annual results). Domestically, the Company's medical imaging and photo imaging businesses had decreases in the first quarter of fiscal 2005, as compared to the first quarter of fiscal 2004, ranging from 16.8% to 25.5%, respectively. The advances of digital technology and resulting competition among traditional imaging suppliers will likely impact both of these businesses in future quarters. Reduction in revenues were anticipated last year, spurring the Imaging Restructuring plan, which enables the Company to manufacture all domestic imaging products at one location (See Foreign Operations discussion for international operations' annual results). Further actions are expected, if cost-saving initiatives cannot compensate for declining revenues.

Gross Margins

Consolidated gross margins, exclusive of the Imaging restructuring charges, were 44.0% for the three months ended June 30, 2004, as compared to 43.0% for the year ended March 31, 2004 and 45.3% for the three months ended June 30, 2003, respectively.

Gross margins in the Fuller Brands Segment were 50.2% for the three months ended June 30, 2004, as compared to 48.5% for the year ended March 31, 2004 and 49.9% for the three months ended June 30, 2003, respectively. Increases in gross margins resulted from increased home shopping network and retail sales, which tend to have higher gross margins and higher selling and administrative costs to support it. The Company believes that increasing sales, as a result of its retail initiative, may aid in increasing production throughput and improving product margins in future periods.

Gross margins in the Imaging Segment, exclusive of the restructuring charges in fiscal 2004, were 33.5% for the three months ended June 30, 2004 as compared to 35.6% for the year ended March 31, 2004 and 37.8% for the three months ended June 30, 2003, respectively. The decline in gross margins in fiscal 2005 versus fiscal 2004 reflect the continued pressures on pricing, due to the declining worldwide photographic and medical imaging markets, coupled with lower volumes of production.

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Selling, Administrative, and Engineering Expenses

Consolidated selling, administrative, and engineering costs for the three months ended June 30, 2004, exclusive of the Imaging restructuring charges, were 40.9% of net sales, versus 41.1% and 40.5% for the year ended March 31, 2004 and the three months ended June 30, 2003, respectively.

For the Fuller Brands Segment, selling, administrative, and engineering expenses for the three months ended June 30, 2004 were 43.2% of net sales, as compared to 45.3% and 42.2% for the year ended March 31, 2004 and the three months ended June 30, 2003, respectively. The increase in the percentage in fiscal 2005 versus the previous year's first quarter reflects additional expenses related to Fuller's expansion into the retail marketplace. The increase also reflects the reduction in revenues in Stanley Home Products and CTG.

In the Imaging Segment, selling, administrative, and engineering costs for the three months ended June 30, 2004, exclusive of the Imaging restructuring charges, were 36.5% of net sales versus 35.2% and 32.8% for the year ended March 31, 2004 and the three months ended June 30, 2003, respectively. The increase in fiscal 2005 versus fiscal 2004 is largely a result of revenues declining at a greater rate than expenses, especially in the Segment's domestic operations. While the domestic Imaging Restructuring plan completed in 2004 will eliminate duplicate costs in the domestic Imaging operations, fixed cost reductions in its European operations may be necessary, if sales decline continues.

Research and Development Expenses

Research and development expenses, as a percentage of sales increased to 0.9% of net sales for the quarter ended June 30, 2004, as compared to 0.7% for the same quarter last year. This was largely a result of a temporary increase in employee expenses, during the transition of the Imaging Segment's research and development facilities to Norcross from St. Louis, as part of the Imaging Restructuring plan. The level of expense reflects the Company's emphasis of focusing on improving existing products or developing complimentary products, based on customer needs.

For 2005 the Fuller Brands Segment's focus will continue developing new products to enhance its entry into the retail marketplace and growing television shopping business, stimulate recruitment efforts in its direct selling business, as well as continuing to enhance CTG's commercial cleaning product offerings to compete in the highly-competitive janitorial sanitation business. In the Imaging Segment, continued effort will be placed on developing easy-to-use prepackaged, chemical formulations and innovative wrap-around-programs, involving chemistry, paper, and equipment for use in domestic and overseas imaging markets. These efforts are not expected to cause significant additional employee or other expenses long-term, as compared to prior periods.

Net Interest Expense

Net interest expense (interest expense less interest income) decreased 25% in the first quarter of fiscal 2005 versus the first quarter of fiscal 2004, due to lower debt levels.

Income Taxes

The Company's effective tax rate was 42.8% for the quarter ended June 30, 2004, as compared to 35.4% for the comparable period last year. This also compares with a (12.3)% net tax benefit experienced for the twelve months ended March 31, 2004.

The increase in the effective tax rate during the quarter, as compared to last year's first quarter, is largely due to limitations on state tax benefits resulting from operating losses in three of the domestic imaging operations in fiscal 2005, as well as limited foreign tax benefits in 2005's first quarter, as a result of CPAC Italia's net operating loss. The Company anticipates slight improvements in both domestic and international imaging operating results in subsequent quarters, which would lower the effective rate. In addition, the Company's effective tax rate is subject to material impact based on the earnings of CPAC Asia, which continues to operate under a seven-year tax holiday. The Company anticipates continued, positive earnings from CPAC Asia, which, in conjunction with the increased profitability of other imaging operations, should allow the effective tax rate to decline to below 40%, absent any unusual restructuring or impairment charge related to any of the Company's operations.

The Company has recorded gross deferred tax assets of approximately $4,386,000 at June 30, 2004, as compared to approximately $4,470,000 at March 31, 2004, with no valuation reserve. Included in these amounts are approximately $368,000 representing tax-effected foreign net operating loss carryforwards from the Company's South African subsidiary. Realization of both the domestic and foreign net deferred tax assets is dependent upon profitable operations in the United States and the specific foreign jurisdictions during future years. The Company believes that although realization for both is not assured, it is more likely than not that such assets will be realized, following the criteria specified in SFAS No. 109, "Accounting for Income Taxes." Again, should the Company experience a significant, future, unanticipated impairment or restructuring charge, it is possible that it could be required to record a valuation allowance on a portion or all of the deferred tax assets.

13



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Net Income

The Company's income decreased $190,585 or 59%, as compared to the three months ended June 30, 2003. Reduced revenues in both Segments contributed to the decline.

Foreign Operations

The results of operations for the Company's foreign subsidiaries, including the impacts of currency exchange, are reported on a three-month lag. Inter-company sales between foreign operations have been eliminated in discussions of year-over-year fluctuations on a U.S. dollar basis, as well as disclosures concerning amounts and percentages, with foreign currency impacts excluded.

Combined net sales for the Company's operations in Thailand, South Africa, Belgium, and Italy for the first quarter of fiscal 2005, as compared to the first quarter of fiscal 2004, increased approximately $172,000 or 5.7% (or decreased approximately $242,000 or 8.0%, excluding the impact of currency exchange). For the first quarter of fiscal 2005 CPAC Europe and Italia net sales combined decreased 2.2% (decreased 11.7%, after removing currency impact). CPAC Asia's sales decreased 2.8% (decreased 10.9%, after removing currency impact). CPAC Africa displayed strong growth, as net sales increased approximately $248,000 or 128.4% ($156,000 or 81.0%, after removing currency impact).

Combined pretax profits for the first quarter of fiscal 2005, prior to minority interests and equity in losses of TURA, decreased approximately $215,000 (approximately $220,000, excluding impact of currency exchange), as compared to the first quarter of fiscal 2004. CPAC Europe and Italia's pretax profits combined decreased approximately $221,000 (approximately $200,000, excluding impact of currency exchange). CPAC Africa's fiscal 2005 pretax income increased approximately $13,000 (approximately $7,000, after removing currency impact), while CPAC Asia's profits declined approximately $6,900 (approximately $27,000, after removing currency impact) over fiscal 2004.

As disclosed in Note 3 to the Consolidated Financial Statements, the Company increased its investment in TURA in fiscal 2004 to 40%, requiring the change in accounting for this investment to the equity method. With this change, the Company began recording 40% of the proportionate share of TURA's net losses in the second quarter of fiscal 2004, plus amortization of the excess purchase price related to the Company's investment. In the first quarter of fiscal 2004, the Company recorded 19% of TURA's losses, plus amortization of the excess purchase price. The increase in equity in losses of TURA for the three months ended June 30, 2004 versus June 30, 2003 primarily is a function of recording 40% of TURA's losses this quarter, as compared to 19% in last year's comparable period.

As further described in Note 3 to the Consolidated Financial Statements, the Company reduced its recorded investment in TURA in the fourth quarter of fiscal 2004, due to declining financial performance, and the realization that the operating and cash flow difficulties experienced were other than temporary. TURA's difficulties reflect the worldwide economic pressures on the traditional film markets, as well as the stronger Euro against the dollar, similar to what the Company's Imaging Segment, domestically and internationally, has been experiencing. During the first quarter of fiscal 2005, TURA continued to experience cash flow difficulties, but has been able to operate and is exploring various options for improving its current financial condition, including negotiating favorable payment terms with certain of its customers. After recognition of its proportionate share of TURA's first quarter losses, amortization of the supply contract, and foreign currency translation adjustments, the Company's investment has been reduced to approximately $116,000 at June 30, 2004. The Company estimates that its recorded investment in TURA may be reduced to zero in the subsequent quarter, based on finalization of TURA's second quarter operating results. The Company has the option of increasing its investment in TURA to 51% by October 2004 and will continue to monitor the financial condition of TURA to determine the appropriate actions to protect its investment during 2005.

The Company has exposure to currency fluctuations and occasionally has utilized hedging programs (primarily forward foreign currency exchange contracts) to help minimize the impact of these fluctuations on results of operations. At June 30, 2004, no forward foreign currency exchange contracts were outstanding. The Company does not hold or issue derivatives for trading purposes and is not a party to leveraged derivative transactions. On a consolidated basis, foreign currency exchange losses are included in income or expense as incurred and are not material to the results of operations.

Imaging Restructuring

During fiscal 2004, the Company completed the shift of its domestic manufacturing of photochemicals from its St. Louis, Missouri, facility to its CPAC Imaging manufacturing facility in Norcross, Georgia. The transfer of the manufacturing fixed assets, as well as the retrofitting of the Georgia facility to absorb this production, was completed during the fourth quarter of fiscal 2004.

14



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Related to this endeavor, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" and accounted for the employee termination costs and other costs associated with the move under its guidelines. The total expenses incurred in this project were approximately $1,275,000. As of March 31, 2004, all termination benefit costs and other move-related costs were accrued with approximately $34,000 still unpaid as of June 30, 2004.

The table below summarizes the total costs accrued and paid under the criteria described in SFAS No. 146:



|                                   |  | Severance Pay andBenefits Reserve |   | UnauditedOther AssociatedCosts Reserve |   | Total       |  
|---------------------------------- |  | --------------------------------- | - | -------------------------------------- | - | ----------- | -
|First Quarter Fiscal 2004 Charges  |  | $  168,000                        |   | $    12,000                            |   | $  180,000  |  
|First Quarter Fiscal 2004 Paid     |  | 0                                 |   | 0                                      |   | 0           |  
|June 30, 2003 Balance              |  | 168,000                           |   | 12,000                                 |   | 180,000     |  
|Second Quarter Fiscal 2004 Charges |  | 294,000                           |   | 123,000                                |   | 417,000     |  
|Second Quarter Fiscal 2004 Paid    |  | (88,000                           | ) | (107,000                               | ) | (195,000    | )
|September 30, 2003 Balance         |  | 374,000                           |   | 28,000                                 |   | 402,000     |  
|Third Quarter Fiscal 2004 Charges  |  | 104,000                           |   | 430,000                                |   | 534,000     |  
|Third Quarter Fiscal 2004 Paid     |  | (226,000                          | ) | (424,000                               | ) | (650,000    | )
|December 31, 2003 Balance          |  | 252,000                           |   | 34,000                                 |   | 286,000     |  
|Fourth Quarter Fiscal 2004 Charges |  | 10,000                            |   | 134,000                                |   | 144,000     |  
|Fourth Quarter Fiscal 2004 Paid    |  | (128,000                          | ) | (161,000                               | ) | (289,000    | )
|March 31, 2004 Balance             |  | 134,000                           |   | 7,000                                  |   | 141,000     |  
|First Quarter Fiscal 2005 Charges  |  |                                   |   |                                        |   |             |  
|First Quarter Fiscal 2005 Paid     |  | (100,000                          | ) | (7,000                                 | ) | (107,000    | )
|June 30, 2004 Balance              |  | $    34,000                       |   | $             0                        |   | $    34,000 |  

The Company has been actively marketing the St. Louis facility for sale and has entered into negotiations for sale of the property. If the negotiations are successful, the Company hopes to complete the sale prior to September 30, 2004. As such, the Company is accounting for the potential sale in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and has reclassified approximately $1,219,000 from "property, plant, and equipment, net" to "assets held for sale." Depreciation on the reclassified building was suspended beginning in the third quarter of fiscal 2004. The impact was not material. No impairment charge was recorded at June 30, 2004, as the fair market value of the property, less costs to dispose, exceeded the recorded cost. The Company continues to lease a 35,000 square foot warehouse space adjacent to the St. Louis manufacturing facility with approximately three years remaining (original lease was for ten years, with a five-year termination clause). The Company has contracted with a real estate firm to explore the possibility of subleasing the property, and as such, has not accrued any lease impairment or termination costs at June 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations and acquisitions with internally generated cash flows, supplemented with outside borrowings. The following table summarizes CPAC, Inc.'s consolidated cash flow information (in thousands):



| |                                           |  | For  the Three MonthsEnded June 30, |  
| | ----------------------------------------- |  | ----------------------------------- | -
| |                                           |  | 2004                                |  
| | Cash provided by (used in):               |  |                                     |  
| | Operating activities                      |  | $    (992                           | )
| | Investing activities                      |  | (111                                | )
| | Financing activities                      |  | ( 424                               | )
| | Currency impact on cash                   |  | 1                                   |  
| | Net decrease in cash and cash equivalents |  | $ (1,526                            | )

Net cash provided by (used in) operating activities

Consolidated net cash provided by operating activities decreased in the first quarter of 2005, as compared to 2004, due to reduced operating profits in both Segments, coupled with an increase in inventory. Contributing to the increased inventory at quarter end was Fuller, whose levels have risen due to their retail initiatives, and CPAC Asia, who temporarily increased their inventory during the quarter to lessen expected pricing increases later in the year.

Net cash provided by (used in) investing activities

Consolidated net cash used in investing activities was significantly less in the first quarter of 2005 versus 2004, due to the Company's additional $1,300,000 equity investment in TURA in April 2003, as well as capital expenditures related to CPAC Imaging's expansion of their Norcross manufacturing facility to absorb the relocated color photochemicals production from St. Louis.

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Net cash provided by (used in) financing activities

Consolidated net cash used in financing activities increased in the first quarter of 2005 over 2004, due to increased debt repayments.

The following table presents working capital information at June 30, 2004, March 31, 2004, and June 30, 2003:



|                                |  | June 30, 2004 | March 31, 2004 | June 30, 2003
|------------------------------- |  | ------------- | -------------- | -------------
|Working  capital (in thousands) |  | $ 30,564      | $ 30,068       | $ 31,234     
|Working capital ratio           |  | 4.34 to 1     | 4.06 to 1      | 4.22 to 1    
|Receivable days outstanding     |  | 47.7 days     | 47.3 days      | 45.5 days    
|Annual inventory turns          |  | 2.8 times     | 2.9 times      | 2.8 times    

The Company maintains a line of credit agreement (Agreement) with Bank of America (BOA), maturing on October 31, 2004. The Agreement includes a maximum borrowing capability of $5,000,000, with interest at the 30-day LIBOR rate plus 1.25% to 2.00%, based on funded debt to EBITDA parameters. It also requires the Company to meet various debt covenants, including minimum net worth, debt service coverage, funded debt to EBITDA, as well as limitations on capital expenditures, and amounts spent on acquisitions. The Company is in the process of negotiating a new two-year line of credit agreement with Bank of America.

At March 31, 2004 the Company was in violation of the minimum net worth, debt service coverage, and funded debt to EBITDA covenants, largely in part to the impairment adjustment and restructuring expenses incurred in 2004. The Company has received waivers from Bank of America on the covenant violations at March 31, 2004, and as part of the waiver, has agreed to reduce its maximum borrowing capacity under the facility from $20,000,000 to $5,000,000. At June 30, 2004, the Company was in compliance with its various quarterly loan covenants. The Company has extended its $6.2 million letter of credit facility, which collateralizes the Fuller Brands' Industrial Revenue Bonds to October 31, 2005, and as such, has continued to classify the Bonds as long-term at June 30, 2004 and March 31, 2004.

The Company's majority-owned subsidiary CPAC Asia Imaging Products Limited has a line of credit with an international bank of 20 million baht (approximately $510,000 based on the first quarter conversion rate in Thailand). Interest is payable at the bank's announced prime rate in Thailand, which was 7.75% at June 30, 2004. CPAC Asia Imaging Products Limited had no outstanding borrowings against the line of credit at the end of its first quarter.

Critical Accounting Policies and Estimates

The accompanying unaudited interim financial statements and footnotes presented have been prepared by the Company and contain information that is pertinent to management's discussion and analysis of financial condition and results of operations. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results may differ from these estimates and assumptions.

The Company continues to follow the critical accounting policies and estimates as disclosed in the Company's March 31, 2004 Annual Report to Shareholders in preparing the interim financial statements for the three months ended June 30, 2004. Management's assumptions and judgements have not changed significantly from that previously disclosed.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements that are based on current expectations, estimates, and projections about the industries in which the Company operates, as well as management's beliefs and assumptions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions ("Future Factors") that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

The Future Factors that may affect the operations, performance, and results of the Company's business include the following:

| | a. | general economic and competitive conditions in the markets and countries in which the Company operates;                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | risk inherent in international operations including, but not limited to, safeguarding of assets such as cash, inventories, and property, plant and equipment, as well as protection of other intellectual properties;
| | c. | the level of competition and consolidation within the commercial cleaning supply industry;                                                                                                                           

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| | d. | the success of Fuller Brands entry into the retail marketplace;                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e. | the effect of changes in the distribution channels for Fuller Brands;                                                                                                                                                                                                                   
| | f. | the ability to increase volume through the Great Bend manufacturing plant to absorb fixed overhead;                                                                                                                                                                                     
| | g. | the ability to increase recruitment of independent sales representatives for the Stanley Home Products operation;                                                                                                                                                                       
| | h. | the level of demand for the Company's Imaging products and the impact of digital imaging;                                                                                                                                                                                               
| | i. | the strength of the U.S. dollar against currencies of other countries where the Company operates, as well as cross-currencies between the Company's operations outside of the U.S. and other countries with which it transacts business;                                                
| | j. | changes in business, political and economic conditions, and the threat of future terrorist activity in the U.S. and other parts of the world and related U.S. military action; and                                                                                                      
| | k. | changes in accounting standards promulgated by the Public Accounting Oversight Board, the Financial Accounting Standards Board, the Securities and Exchange Commission or the American Institute of Certified Public Accountants, which may require adjustments to financial statements.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company does not intend to update forward-looking statements.

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There has been no material change in the Company's assessment of its sensitivity to interest rate or foreign currency risks since its disclosure in Item 7(a) of the Company's Form 10-K for the year ended March 31, 2004.

Item 4.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company's chief executive officer and chief financial officer, respectively, have informed the Board of Directors that, based upon their evaluations of the Company's disclosure controls and procedures as of the end of the period covered by its quarterly report (Form 10-Q), such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it submits under the Securities Exchange Act of 1934 is accumulated and communicated to management (including the chief executive officer and chief financial officer) as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

Management, with the participation of the Company's chief executive and chief financial officers, has concluded that there were no changes in the Company's internal control over financial reporting that occurred during the Company's first fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II -- OTHER INFORMATION



|Item 1. | Legal Proceedings.
None                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 2. | Changes in Securities and Use of Proceeds.
None                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 3. | Defaults Upon Senior Securities.
None                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 4. | Submission of Matters to a Vote of Security Holders.
None                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 5. | Other Information.
None                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Item 6. | Exhibits and Reports on Form 8-K.                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | a.   Exhibits as required by Item 601 of Regulation S-K.
The following Exhibits, as applicable, are attached to this Quarterly Report (Form 10-Q). The Exhibit Index is found on the page immediately succeeding the certification pages and the Exhibits follow on the pages immediately succeeding the Exhibit Index. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | (2)   Plan of acquisition, reorganization, arrangement, liquidation, or succession -- Not applicable                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | (3)   (i)  Articles of incorporation                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.1                                                                                                                                                                                                                                                                                                                     | Certificate of Incorporation, as amended September 11, 1996, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1996, and further amended by Certificate of Amendment dated August 19, 1999, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | (3)   (ii)  By-laws                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 3.2                                                                                                                                                                                                                                                                                                                     | By-laws, as amended, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (4)   Instruments defining the rights of security holders, including indentures                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.1                                                                                                                                                                                                                                                                                                                     | Loan Agreement dated February 9, 1994, and Letter of Commitment dated December 16, 1993, incorporated herein by reference to Form 10-K filed for period ended March 31, 1994, as amended by Exhibits 99.1 to 99.3 filed as Exhibits to the Form 10-Q for the quarter ended December 31, 1994, and amended by Letter of extension and increase dated October 29, 1996, filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1996, and further amended by First Amendment to Second Amended and Restated Loan Agreement dated October 31, 1996, filed as Exhibit 4.1 to Form 10-Q for the quarter ended December 31, 1996, and further amended by Agreement dated September 12, 1997 filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1997, and further amended by Second Amendment to Second Amended and Restated Loan Agreement dated July 10, 1998, filed as Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1998, and further amended by Agreement dated April 27, 2000 filed as Exhibit 4.1 to Form 10-K for the period ended March 31, 2000, and further amended by Third Amendment to Third Amended and Restated Loan Agreement dated August 29, 2002, filed as Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2002
|        | 4.2                                                                                                                                                                                                                                                                                                                     | Bank Letter of Commitment dated May 24, 2002, incorporated herein by reference to Form 10-K filed for the period ended March 31, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | (10)  Material contracts                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 10.1                                                                                                                                                                                                                                                                                                                    | Employment Agreement between Thomas N. Hendrickson and CPAC, Inc. dated September 30, 1995, incorporated herein by reference to Form 10-Q filed for the period ended September 30, 1995, and amended by Extension of Employment Agreement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 10.2                                                                                                                                                                                                                                                                                                                    | CPAC, Inc. Executive Long-Term Stock Investment Plan, incorporated herein by reference to Form S-8 Registration Statement filed on October 29, 1994, as amended and incorporated by reference to Form S-8 Registration Statements filed on October 3, 1996 and September 24, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

18



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| | 10.3                                                                                             | CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan, incorporated herein by reference to Form S-8 Registration Statement filed October 3, 1996, as amended and incorporated by reference to Form S-8 Registration Statements filed on November 5, 1997, November 24, 1998, September 24, 1999, September 29, 2000, September 7, 2001, November 8, 2002 and November 17, 2003                                                                                                                                                                                         | 
| | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | 10.4                                                                                             | Deferred Compensation Arrangement between Thomas N. Hendrickson and CPAC, Inc. dated October 13, 1992, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1992, and amended by Amendment to Deferred Compensation Arrangement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999, and further amended by Amendment to Deferred Compensation Arrangement dated October 25, 2001, incorporated herein by reference to Form 10-Q filed for the period ended September 30, 2001 | 
| | 10.5                                                                                             | CPAC, Inc. Nonqualified Deferred Compensation Plan dated December 30, 1999, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1999                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | (11)  Statement regarding computation of per share earnings -- Not applicable                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (15)  Letter regarding unaudited interim financial information -- Not applicable                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (18)  Letter regarding change in accounting principles -- Not applicable                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (19)  Report furnished to security holders -- Not applicable                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (22)  Published report regarding matters submitted to vote of security holders -- Not applicable |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (23)  Consent of experts and counsel -- Not applicable                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (24)  Power of attorney -- Not applicable                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (31)  Rule 13a-14(a)/15d-14(a) Certifications                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 31.1                                                                                             | Rule 13a-14(a)/15d-14(a) Certification of CPAC, Inc.'s Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | 31.2                                                                                             | Rule 13a-14(a)/15d-14(a) Certification of CPAC, Inc.'s Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | (32)  Section 1350 Certifications                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (99)  Additional exhibits-- Not applicable                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b.   Reports Filed on Form 8-K.
None                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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.



|                       |    | CPAC, INC.                                                                                    
|---------------------- | -- | ----------------------------------------------------------------------------------------------
|                       |    | (Registrant)                                                                                  
|                       |    |                                                                                               
|Date   August 10, 2004 | By | /s/ Thomas N. Hendrickson
Thomas N. Hendrickson,
President, Chief Executive Officer, Treasurer
|                       |    |                                                                                               
|Date   August 10, 2004 | By | /s/ Thomas J. Weldgen
Thomas J. Weldgen,
Vice President Finance and Chief Financial Officer   
|                       |    |                                                                                               
|Date   August 10, 2004 | By | /s/ James W. Pembroke
James W. Pembroke,
Chief Accounting Officer                             

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EXHIBIT INDEX



|Exhibit | Page                                                                     
|------- | -------------------------------------------------------------------------
|3.      | (i)  Articles of incorporation, By-laws                                  
|        | 3.1                                                                      
|3.      | (ii)  By-laws                                                            
|        | 3.2                                                                      
|4.      | Instruments defining the rights of security holders, including indentures
|        | 4.1                                                                      
|        | 4.2                                                                      
|10.     | Material contracts                                                       
|        | 10.1                                                                     
|        | 10.2                                                                     
|        | 10.3                                                                     
|        | 10.4                                                                     
|        | 10.5                                                                     
|31.     | Rule 13a-14(a)/15d-14(a) Certifications                                  
|        | 31.1                                                                     
|        | 31.2                                                                     
|32.     | Section 1350 Certifications                                              

20



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