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SECURITIES AND EXCHANGE COMMISSION

Washington, DC



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Form 10-Q



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(Mark One)

|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 0-28748



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CLOSURE MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 56-1959623                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



5250 Greens Dairy
Road, Raleigh, North Carolina 27616

(Address of principal executive offices) (Zip Code)



(919) 876-7800

(Registrants telephone number, including area code)



---



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  x    No ̈



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



|                                        |  |                              
|--------------------------------------- |  | -----------------------------
|Class                                   |  | Outstanding at August 6, 2004
|Common Stock, par value $0.01 per share |  | 14,333,782                   



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##### Table of Contents

CLOSURE MEDICAL CORPORATION



INDEX



|                              |  |                                                                                               |  |                                                                                                                                            |  |            
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------
|                              |  |                                                                                               |  |                                                                                                                                            |  | Page Number
|PART I:
FINANCIAL INFORMATION |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 1.
Condensed Financial Statements                                                        |  |                                                                                                                                           
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003                                                                       |  | 3          
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Statements of Operations (unaudited) for the three months ended June 30, 2004 and 2003 and for the six months ended June 30, 2004 and 2003 |  | 4          
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Statements of Cash Flows (unaudited) for the six months ended June 30, 2004 and 2003                                                       |  | 5          
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Notes to Condensed Financial Statements (unaudited)                                                                                        |  | 6          
|                              |  |                                                                                              
|                              |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 9                                                                                                                                         
|                              |  |                                                                                              
|                              |  | Item 3.
Quantitative and Qualitative Disclosure about Market Risk                             |  | 14                                                                                                                                        
|                              |  |                                                                                              
|                              |  | Item 4.
Controls and Procedures                                                               |  | 14                                                                                                                                        
|                              | 
|PART II:
OTHER INFORMATION    |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 15                                                                                                                                        
|                              |  |                                                                                              
|                              |  | Item 6.
Exhibits and Reports on Form 8-K                                                      |  | 16                                                                                                                                        



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##### Table of Contents

PART I- FINANCIAL INFORMATION



ITEM 1. CONDENSED FINANCIAL STATEMENTS



CLOSURE MEDICAL CORPORATION

BALANCE SHEETS

(In thousands, except per share data)



|                                                                                                                      |  |                         |        |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | ---------------- | - | ------- | -
|                                                                                                                      |  | JUNE 30,2004(unaudited) |        |   | DECEMBER 31,2003 |  
|Assets                                                                                                                |  |                         |        |   |                  |   |         |  
|Cash and cash equivalents                                                                                             |  | $                       | 1,139  |   |                  | $ | 1,403   |  
|Short-term investments                                                                                                |  |                         | 37,325 |   |                  |   | 23,614  |  
|Accounts receivable                                                                                                   |  |                         | 3,868  |   |                  |   | 2,976   |  
|Inventories                                                                                                           |  |                         | 1,662  |   |                  |   | 1,795   |  
|Prepaid expenses                                                                                                      |  |                         | 660    |   |                  |   | 698     |  
|Deferred income taxes                                                                                                 |  |                         | 5,417  |   |                  |   | 5,470   |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total current assets                                                                                                  |  |                         | 50,071 |   |                  |   | 35,956  |  
|Furniture, fixtures and equipment, net                                                                                |  |                         | 6,031  |   |                  |   | 5,980   |  
|Intangible assets, net                                                                                                |  |                         | 3,036  |   |                  |   | 3,049   |  
|Long-term investments                                                                                                 |  |                         | 3,992  |   |                  |   | 8,410   |  
|Deferred income taxes                                                                                                 |  |                         |       |   |                  |   | 373     |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total assets                                                                                                          |  | $                       | 63,130 |   |                  | $ | 53,768  |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Liabilities and Stockholders Equity                                                                                  |  |                         |        |   |                  |   |         |  
|Accounts payable                                                                                                      |  | $                       | 1,761  |   |                  | $ | 1,889   |  
|Accrued expenses                                                                                                      |  |                         | 2,051  |   |                  |   | 2,546   |  
|Deferred revenue                                                                                                      |  |                         | 603    |   |                  |   | 547     |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total current liabilities                                                                                             |  |                         | 4,415  |   |                  |   | 4,982   |  
|Other accrued liabilities                                                                                             |  |                         | 57     |   |                  |   | 171     |  
|Deferred revenue                                                                                                      |  |                         | 1,071  |   |                  |   | 1,187   |  
|Deferred income taxes                                                                                                 |  |                         | 1,567  |   |                  |   |        |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total liabilities                                                                                                     |  |                         | 7,110  |   |                  |   | 6,340   |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Commitments and contingencies                                                                                         |  |                         |       |   |                  |   |        |  
|                                                                                                                      |  |                        
|Preferred stock, $.01 par value. Authorized 2,000 shares; none issued or outstanding                                  |  |                         |       |   |                  |   |        |  
|Common stock, $.01 par value. Authorized 35,000 shares; 14,295 and 14,127 shares issued and outstanding, respectively |  |                         | 143    |   |                  |   | 141     |  
|Additional paid-in capital                                                                                            |  |                         | 64,417 |   |                  |   | 60,762  |  
|Accumulated deficit                                                                                                   |  |                         | (8,407 | ) |                  |   | (13,475 | )
|Other comprehensive income (loss)                                                                                     |  |                         | (133   | ) |                  |   |        |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total stockholders equity                                                                                            |  |                         | 56,020 |   |                  |   | 47,428  |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                            |  | $                       | 63,130 |   |                  | $ | 53,768  |  
|                                                                                                                      |  |                         |        |   |                  |   |         |  



The accompanying notes
are an integral part of these condensed financial statements.



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CLOSURE MEDICAL CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except
per share data)



|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|---------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                                           |  | THREE MONTHS ENDEDJUNE 30, |        | SIX MONTHS ENDEDJUNE 30,
|                                                           |  | 2004                       |        | 2003                     |   | 2004   |  | 2003
|Product sales                                              |  | $                          | 11,220 |                          | $ | 8,217  |  | $    | 21,424 |  | $ | 16,116
|License and product development revenues                   |  |                            | 59     |                          |   | 264    |  |      | 322    |  |   | 526   
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total revenues                                             |  |                            | 11,279 |                          |   | 8,481  |  |      | 21,746 |  |   | 16,642
|Cost of products sold                                      |  |                            | 3,161  |                          |   | 2,048  |  |      | 5,828  |  |   | 3,941 
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Gross profit                                               |  |                            | 8,118  |                          |   | 6,433  |  |      | 15,918 |  |   | 12,701
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Research, development and regulatory affairs expenses      |  |                            | 2,656  |                          |   | 2,158  |  |      | 4,963  |  |   | 3,988 
|General and administrative expenses                        |  |                            | 1,638  |                          |   | 1,693  |  |      | 3,300  |  |   | 3,220 
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total operating expenses                                   |  |                            | 4,294  |                          |   | 3,851  |  |      | 8,263  |  |   | 7,208 
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Income from operations                                     |  |                            | 3,824  |                          |   | 2,582  |  |      | 7,655  |  |   | 5,493 
|Interest income, net                                       |  |                            | 124    |                          |   | 69     |  |      | 233    |  |   | 147   
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Income before income taxes                                 |  |                            | 3,948  |                          |   | 2,651  |  |      | 7,888  |  |   | 5,640 
|Provision for income taxes                                 |  |                            | 1,410  |                          |   | 980    |  |      | 2,820  |  |   | 2,050 
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Net income                                                 |  | $                          | 2,538  |                          | $ | 1,671  |  | $    | 5,068  |  | $ | 3,590 
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Shares used in computation of net income per common share: |  |                            |        |                          |   |        |  |      |        |  |   |       
|Basic                                                      |  |                            | 14,265 |                          |   | 13,665 |  |      | 14,241 |  |   | 13,635
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Diluted                                                    |  |                            | 15,304 |                          |   | 14,129 |  |      | 15,620 |  |   | 13,819
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Net income per common share:                               |  |                            |        |                          |   |        |  |      |        |  |   |       
|Basic                                                      |  | $                          | 0.18   |                          | $ | 0.12   |  | $    | 0.36   |  | $ | 0.26  
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       
|Diluted                                                    |  | $                          | 0.17   |                          | $ | 0.12   |  | $    | 0.32   |  | $ | 0.26  
|                                                           |  |                            |        |                          |   |        |  |      |        |  |   |       



The accompanying notes
are an integral part of these condensed financial statements.



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CLOSURE MEDICAL CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)



|                                                                                         |  |                          |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                         |  | SIX MONTHS ENDEDJUNE 30, |        
|                                                                                         |  | 2004                     |         |   | 2003 |  
|Cash flows from operating activities:                                                    |  |                          |         |   |      |   |         |  
|Net income                                                                               |  | $                        | 5,068   |   |      | $ | 3,590   |  
|Adjustments to reconcile net income to net cash provided by operating activities:        |  |                          |         |   |      |   |         |  
|Depreciation and amortization expense                                                    |  |                          | 667     |   |      |   | 630     |  
|Loss on disposal of fixed assets                                                         |  |                          | 125     |   |      |   | 10      |  
|Loss on abandonment of patents                                                           |  |                          | 130     |   |      |   | 250     |  
|Change in accounts receivable                                                            |  |                          | (892    | ) |      |   | (1,335  | )
|Change in inventories                                                                    |  |                          | 133     |   |      |   | (213    | )
|Change in prepaid expenses                                                               |  |                          | 38      |   |      |   | 18      |  
|Change in accounts payable and accrued expenses                                          |  |                          | (737    | ) |      |   | (597    | )
|Change in deferred revenue                                                               |  |                          | (60     | ) |      |   | (539    | )
|Change in deferred income taxes                                                          |  |                          | 1,993   |   |      |   | 1,436   |  
|Tax benefits associated with stock options                                               |  |                          | 704     |   |      |   | 453     |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Net cash provided by operating activities                                                |  |                          | 7,169   |   |      |   | 3,703   |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Cash flows from investing activities:                                                    |  |                          |         |   |      |   |         |  
|Purchases of furniture, fixtures and equipment                                           |  |                          | (769    | ) |      |   | (888    | )
|Investment in intangible assets                                                          |  |                          | (191    | ) |      |   | (372    | )
|Purchases of investments                                                                 |  |                          | (17,889 | ) |      |   | (12,944 | )
|Proceeds from the sale of investments                                                    |  |                          | 8,463   |   |      |   | 10,048  |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Net cash used by investing activities                                                    |  |                          | (10,386 | ) |      |   | (4,156  | )
|                                                                                         |  |                          |         |   |      |   |         |  
|Cash flows from financing activities:                                                    |  |                          |         |   |      |   |         |  
|Repayment of debt                                                                        |  |                          |        |   |      |   | (336    | )
|Net proceeds from the issuance of shares under the stock option and stock purchase plans |  |                          | 2,953   |   |      |   | 974     |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Net cash provided by financing activities                                                |  |                          | 2,953   |   |      |   | 638     |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Increase (decrease) in cash and cash equivalents                                         |  |                          | (264    | ) |      |   | 185     |  
|Cash and cash equivalents at beginning of period                                         |  |                          | 1,403   |   |      |   | 666     |  
|                                                                                         |  |                          |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                               |  | $                        | 1,139   |   |      | $ | 851     |  
|                                                                                         |  |                          |         |   |      |   |         |  



The accompanying notes
are an integral part of these condensed financial statements.



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Closure Medical Corporation

Notes to Condensed Financial Statements

(Unaudited)



1. Organization



Closure Medical Corporation (the Company or Closure) develops and manufactures innovative biomaterial-based medical devices that fulfill the needs
of healthcare practitioners, patients and consumers. From May 10, 1990 to February 29, 1996, the business of the Company was conducted by its predecessor, Tri-Point Medical L.P. The Company was incorporated in Delaware on February 20, 1996.



2. Significant Accounting Policies



The significant accounting policies followed by the Company for interim
financial reporting are consistent with the accounting policies followed for annual financial reporting. These unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X, and in managements opinion, all
adjustments of a normal recurring nature necessary for a fair presentation have been included. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2003 included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.



The results of operations for the three and six month periods ended June 30, 2004 are not
necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2004.



Accounting for Stock-Based Compensation



The Company accounts for stock-based compensation based on the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. In December 2002, the FASB issued Statement No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure  an amendment of FASB Statement No. 123 (SFAS 148). This amendment of Statement No. 123, Accounting for Stock-Based Compensation
(SFAS 123) provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123
to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The effects of the Company adopting the
disclosure requirements of SFAS 123 and SFAS 148 are included in the following.



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Closure Medical Corporation

Notes to Condensed Financial Statements

(Unaudited)



2. Significant Accounting Policies (continued)



Had compensation expense, assuming it was recognized on a straight-line basis over the
vesting period for awards under the Companys Equity Compensation Plan and in the period of purchase for benefits received under the Employee Stock Purchase Plan, been determined based on the fair value at the grant date, consistent with the
provisions of SFAS 123 and SFAS 148, the Companys results of operations would have been reduced to the pro forma amounts indicated below:



|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                 |  | (In thousands, except per share data) |       
|                                                                 |  | Three Months EndedJune 30,            |        |   | Six Months EndedJune 30, |  
|                                                                 |  | 2004                                  |        |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Net income as reported                                          |  | $                                     | 2,538  |   |                          | $ | 1,671  |      |  | $ | 5,068  |   |  | $ | 3,590  |  
|Less: Pro forma adjustment for stock- based compensation expense |  |                                       | (2,764 | ) |                          |   | (1,438 | )    |  |   | (4,808 | ) |  |   | (2,682 | )
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) pro forma                                     |  | $                                     | (226   | ) |                          | $ | 233    |      |  | $ | 260    |   |  | $ | 908    |  
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic net income (loss) per common share:                        |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                      |  | $                                     | 0.18   |   |                          | $ | 0.12   |      |  | $ | 0.36   |   |  | $ | 0.26   |  
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Pro forma                                                        |  | $                                     | (0.02  | ) |                          | $ | 0.02   |      |  | $ | 0.02   |   |  | $ | 0.07   |  
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted net income (loss) per common share:                      |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                      |  | $                                     | 0.17   |   |                          | $ | 0.12   |      |  | $ | 0.32   |   |  | $ | 0.26   |  
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Pro forma                                                        |  | $                                     | (0.02  | ) |                          | $ | 0.02   |      |  | $ | 0.02   |   |  | $ | 0.07   |  
|                                                                 |  |                                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



The assumptions used to calculate the
fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience at the grant date.



3. Income Taxes



The Company estimated that its effective tax rate for the three and six months ended June 30, 2004 and 2003 was approximately 36%. The effective tax provision rate
differed from the statutory federal income tax rate primarily due to the impact of state taxes and the estimated effect of research and development credits.



4. Inventories



Inventories included the following (in thousands):



|                |  |              |       |                  |   |      
|--------------- |  | ------------ | ----- | ---------------- | - | -----
|                |  | June 30,2004 |       | December 31,2003
|Packaging       |  | $            | 835   |                  | $ | 995  
|Raw materials   |  |              | 126   |                  |   | 236  
|Workinprocess |  |              | 447   |                  |   | 547  
|Finished goods  |  |              | 254   |                  |   | 17   
|                |  |              |       |                  |   |      
|                |  | $            | 1,662 |                  | $ | 1,795
|                |  |              |       |                  |   |      



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Closure Medical Corporation

Notes to Condensed Financial Statements

(Unaudited)



5. Net Income Per Common Share



Basic net income per common share is computed using the weighted-average number of shares of common stock outstanding during the period.



Diluted net income per common share is computed using the weighted-average
number of shares of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options using the treasury stock method and are excluded from the computation if their effect is antidilutive.



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



CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF 1995



The following discussion should be read in conjunction with the unaudited, condensed
financial statements and notes thereto included in Part IItem 1 of this Form 10-Q and the audited financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations contained
in our Annual Report on Form 10-K for the year ended December 31, 2003.



This
report and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
When used in this report and the documents incorporated herein by reference, the words expect, anticipate, believe, estimate, and similar expressions are generally intended to identify forward-looking
statements. These forward-looking statements are based on a number of factors concerning future events, and are subject to a number of uncertainties and other factors, many of which are outside of our control. These statements include, among others,
the statements in Managements Discussion and Analysis about the following:



| | our expectations with respect to increases in operating expenses;
|- | -----------------------------------------------------------------



| | expectations with respect to increases in research and development and general and administrative expenses in order to develop new products, manufacture commercial quantities of
products and fund additional clinical studies;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | expectations with respect to the development, manufacturing and approval of new products and line extensions of our existing products;
|- | --------------------------------------------------------------------------------------------------------------------------------------



| | expectations with respect to incurring additional capital expenditures to expand our manufacturing capabilities;
|- | ----------------------------------------------------------------------------------------------------------------



| | expectations with respect to generating revenue or maintaining profitability;
|- | -----------------------------------------------------------------------------



| | our ability to maintain our existing marketing agreements and to enter into additional marketing agreements, and the ability of our existing marketing partners to successfully
commercialize products incorporating our technologies;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | the sufficiency of our existing cash, cash equivalents and investments to finance our capital requirements for at least the next 12 to 24 months; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------



| | expectations with respect to future capital requirements.
|- | ---------------------------------------------------------



There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, but not
limited to, the following:



| | a decline in the level of demand for our products;
|- | --------------------------------------------------



| | developments by competitors;
|- | ----------------------------



| | our inability to obtain regulatory clearances;
|- | ----------------------------------------------



| | general economic conditions and specifically, conditions in the health care industry;
|- | -------------------------------------------------------------------------------------



| | our ability to protect our proprietary products, know-how and manufacturing processes;
|- | --------------------------------------------------------------------------------------



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| | the success of our pivotal study for the vascular sealant product and future clinical studies;
|- | ----------------------------------------------------------------------------------------------



| | the successful enrollment of current and future clinical studies;
|- | -----------------------------------------------------------------



| | our inability to obtain adequate supply of raw materials;
|- | ---------------------------------------------------------



| | our ability to increase the efficiencies in our manufacturing processes;
|- | ------------------------------------------------------------------------



| | the development, manufacture and approval of new products and line extensions of our existing products;
|- | -------------------------------------------------------------------------------------------------------



| | the failure to maintain existing marketing agreements and to enter into new marketing agreements;
|- | -------------------------------------------------------------------------------------------------



| | the effectiveness of initiatives launched in response to our competitors product introductions;
|- | ------------------------------------------------------------------------------------------------



| | unanticipated cash requirements to support current operations or research and development; and
|- | ----------------------------------------------------------------------------------------------



| | our ability to attract and retain key personnel.
|- | ------------------------------------------------



These and other risks and uncertainties affecting Closure are discussed in greater detail in this report and in other filings by Closure with the Securities and Exchange
Commission. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.



OVERVIEW



Closure Medical Corporation develops and manufactures innovative biomaterial-based medical devices that fulfill the needs of healthcare practitioners, patients and consumers. Each of our products utilizes our
proprietary medical grade cyanoacrylate technology. Our strategy is to focus our business around three primary platforms: topical wound care, surgical sealants and new technologies. Our main platform is topical wound closure and to date we have
commercialized products for wound care and closure for the professional healthcare, over-the-counter, or OTC, and veterinary markets. Under our surgical sealant platform we currently have a vascular product in a clinical study and have ongoing
research into other devices to be used inside the body as internal sealants.



Our leading product, DERMABOND adhesive, is sold to healthcare professionals for the replacement of sutures and staples to rapidly close wounds and incisions while sealing and protecting them from infection. This product allows natural
healing to proceed by closing and sealing injured tissue without the trauma caused by suturing or stapling. We believe that using DERMABOND adhesive results in enhanced patient and physician benefits such as lower overall procedure costs and is
easier and quicker to use than sutures or staples.



We have other products that
are marketed in the OTC adhesive bandage and the OTC oral pain relief markets. BAND-AID® Brand Liquid Bandage, or Liquid Bandage, quickly seals, protects and stops bleeding from minor cuts and scrapes. SOOTHE-N-SEAL® adhesive provides a protective barrier that shields oral ulcers and sores from irritation caused by eating and drinking
while providing immediate and long-term pain relief.



In addition, we have two
veterinary products in our NEXABAND® product line
that are used in cat declaw procedures as well as spay and neuter procedures.



We have entered into marketing partnerships with third parties that distribute and market our current products to professionals and consumers. Our partners include Ethicon, Inc., a Johnson & Johnson company; Johnson & Johnson
Consumer Products Company, or CPC; Colgate Oral Pharmaceuticals, Inc.; and Abbott Laboratories, Inc.



We continue to pursue modifications and improvements to our existing products to enhance their effectiveness and expand their marketability. In January 2004, two new applicator systems, ProPen and ProPen XL, for the



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DERMABOND product line were launched by Ethicon. The applicators further enhance DERMABONDs precision application
and ease of use. The ProPen is a single-use device designed with interchangeable tips, which allows for fine-line delivery of adhesive for those wound closures requiring precise application. The XL version of ProPen delivers twice the express volume
as the ProPen for closing longer surgical incisions. Also during January 2004, CPC launched BAND-AID® Brand Liquid Bandage for Skin Cracks, the first line extension for the original Liquid Bandage. CPC also continues to introduce the Liquid Bandage product in markets outside the U.S.,
including Europe and Australia.



Our research and development efforts also
include internal surgical sealant products. The first product is a vascular sealant device to be used in peripheral vascular procedures such as arteriovenous bypass and access procedures. In March 2004, we received approval from the U. S. Food and
Drug Administration and have initiated enrollment in a pivotal clinical study to support U.S. Premarket Approval for our vascular sealant product, our first product to be used inside the body. The approval was based on the positive results of a
ten-patient pilot study that completed enrollment in December 2003. At June 30, 2004, 27 of the expected 150 patients had been treated with our vascular sealant product. The pivotal study protocol requires four- and twelve-week follow-up visits for
participants at approximately 14 medical institutions in the United States and Europe. The study is assessing the ability of the vascular sealant to prevent leakage following reconstruction of vascular structures in patients receiving femoral bypass
or arteriovenous shunt procedures for hemodialysis access.



In addition to the
vascular sealant, we are researching other indications for our internal sealant technology. These and other future products require further development and may be subject to clinical trials and regulatory clearance or approval before
commercialization.



RESULTS OF OPERATIONS



Revenues.Total revenues increased by 33% for the three months ended June 30, 2004 to
$11.3 million compared to $8.5 million for the corresponding period of 2003. For the six months ended June 30, 2004 and 2003, total revenues were $21.7 million and $16.6 million, respectively, representing an increase of 31%. For both the three and
six month periods of 2004, DERMABOND adhesive represented approximately 70 percent of total revenues while BAND-AID® Brand Liquid Bandage contributed the majority of the balance. DERMABOND revenue growth was primarily due to our ProPen product gaining market share
during the second quarter after its market launch in the first quarter. The Liquid Bandage contributed the balance of the top-line growth primarily through expanded distribution in markets outside the U.S., particularly Europe and Australia.
Currently, the Company expects this trend to continue and the majority of second-half 2004 Liquid Bandage revenues to be supported by sales outside of the U.S. Recently, domestic sales have declined due to the introduction of a new, lower-priced
competitive product in the U.S. marketplace. The Companys marketing partner for the Liquid Bandage has launched promotional initiatives to respond to this new product and changing market conditions. In order to assist our marketing partner in
these efforts, we plan to introduce a lower priced Liquid Bandage product for distribution. We will receive less revenue per unit from sales of this lower priced product, but it costs us less to manufacture. As a result, we believe our gross margin
per unit on this product will be comparable with our regular-priced Liquid Bandage product.



Cost of products sold. Cost of products sold was $3.2 million for the three months ended June 30, 2004 compared to $2.0 million for the 2003 period. For the six months ended June 30, 2004 and 2003, cost of
products sold was $5.8 million and $3.9 million, respectively. Cost of products sold as a percentage of revenues increased to 28% for the three months ended June 30, 2004 from 24% for the corresponding 2003 period. For the six months ended June 30,
2004 and 2003, cost of products sold as a percentage of revenues was 27% and 24%, respectively. This increase was primarily due to inefficiencies and start-up costs associated with the in-house manufacturing of our ProPen product which began in
April. The 2004 periods also included the incremental overhead costs of expanding our manufacturing facility in December 2003. With increased efficiencies, especially with the ProPen products, and increased volumes, we believe overall costs of
products sold as a percentage of revenues could decrease to 25% by the end of the year. Additionally, we expect that future costs of products sold will continue to fluctuate based on production volumes and the relative proportions of our various
products in the manufacturing process.



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Operating Expenses. Operating expenses were $4.3 million for the three months ended June 30, 2004 and $3.9 million
for the same period of 2003. For the six months ended June 30, 2004 and 2003, operating expenses were $8.3 million and $7.2 million, respectively. As a percentage of total revenues, research, development and regulatory affairs expenses were 24% and
25% for the three months ended June 30, 2004 and 2003, respectively. For the six months ended June 30, 2004, research, development and regulatory affairs expenses as a percentage of total revenues were 23% compared to 24% in the comparable 2003
period. Research, development and regulatory expenses were in support of our vascular sealant product, including the pivotal clinical study as well as additional personnel costs to support these activities. General and administrative expenses as a
percentage of total revenues decreased to 15% for the three and six months ended June 30, 2004 compared to 20% and 19% in the 2003 periods, respectively.



Net interest income. Net interest income was $124,000 for the three months ended June 30, 2004, compared to $69,000 for the three months ended June 30, 2003. For
the six months ended June 30, 2004 and 2003, net interest income was $233,000 and $147,000, respectively. These increases are primarily due to higher average investment balances during the 2004 periods.



Provision for income taxes. The provision for income taxes was $1.4 million for the
three months ended June 30, 2004 compared to $980,000 during the 2003 period. For the six months ended June 30, 2004 the provision for income taxes was $2.8 million compared to $2.1 million during the six months ended June 30, 2003. The effective
tax rate for the six months ended June 30, 2004 and 2003 was approximately 36%. Although we record a provision for income taxes on our statement of operations, we will not be required to actually pay federal income taxes, other than alternative
minimum taxes, until such time as our net operating losses, approximately $4.8 million as of June 30, 2004, and tax credit carryforwards, approximately $2.9 million as of June 30, 2004, are exhausted.



LIQUIDITY AND CAPITAL RESOURCES



At June 30, 2004, we had net working capital of $45.7 million. Our principal sources of
liquidity include cash, cash equivalents and marketable investments, which totaled $42.5 million at June 30, 2004. Additionally, Closure maintains a $3.0 million available line of credit for working capital purposes which is secured by trade
accounts receivable, inventory and equipment. At June 30, 2004, there was no outstanding balance on the line of credit.



Capital Expenditures



There are no individually material capital expenditure commitments outstanding as of June 30, 2004. We estimate that capital expenditures for the remainder of 2004 may be up to approximately $2.0 million. We believe
that our balances of cash, cash equivalents, and investments together with funds generated from operations and existing borrowing facilities will be sufficient to meet our operating cash requirements and fund required capital expenditures for the
foreseeable future.



Research and Development



During 2003, Closure incurred approximately $8.1 million in research, development and
regulatory affairs expenses and through the first half of 2004 expenses totaled $5.0 million. We anticipate that research and development expenses will continue to increase for the remainder of this year and for the next several years as we develop
new products and line extensions for existing products. We also expect that clinical trials related to new products and line extensions will be costly and represent a significant part of future expenses. Research and development costs are expensed
as incurred and include items related to personnel, costs of supplies, clinical trials and fees paid to consultants and outside contractors and providers. We have arrangements with certain marketing partners in which we share certain research,
development and regulatory affairs expenses related to approved projects. Reimbursements from our marketing partners are recorded as a reduction in research, development and regulatory affairs expenses on a quarterly basis. During the first six
months of 2004, we recorded reimbursements of approximately $28,000 in accordance with these cost-sharing arrangements. We cannot estimate the costs of our research and development projects due to uncertainties regarding successful completion of
projects, clinical trial outcomes and regulatory approvals. We believe that funds for future research and development needs can be obtained from existing cash and investment balances and from cash generated from operations. However, no assurance can
be given that we may not require additional funds to support the completion of new product development, conduct clinical trials and obtain regulatory approvals.



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Cash Flows



Net cash provided by operating activities was $7.2 million for the six months ended June 30, 2004 compared to $3.7 million for the same period in 2003. Cash provided by
operations during 2004 was primarily due to the combination of an increase in net income and the continued utilization of net operating losses for tax purposes, as well as reduced investment in working capital accounts.



Net cash used by investing activities was $10.4 million for the six months ended June 30,
2004 compared to $4.2 million during the 2003 period. The increase in net cash used during 2004 primarily related to a net increase in purchases of investments.



Net cash provided by financing activities was $3.0 million for the six months ended June 30, 2004 compared to $638,000 for same period in 2003. The increase in net
cash provided by financing activities was due to an increase in net proceeds from the exercise of stock options and the issuance of shares under our employee benefit plans during the 2004 period.



Based on our current plans, we believe that existing cash, cash equivalents and investments,
which totaled $42.5 million as of June 30, 2004, will be sufficient to finance our operating and capital requirements for at least the next 12 to 24 months. We anticipate that our recurring operating expenses will increase for the next several
years, as we expect research, development and regulatory affairs and general and administrative expenses will increase as we implement our strategic plan. We will also invest in long-term assets such as intangible assets and capital expenditures to
expand our manufacturing capabilities.



Our future capital requirements,
however, will depend on numerous factors, including but not limited to the following:



| |  | our ability to manufacture and commercialize successfully our products, including our lead product, DERMABOND adhesive and BAND-AID® Brand Liquid Bandage;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the progress of our research and product development programs for future products, including clinical studies;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | the effectiveness of product commercialization activities and marketing agreements for our future products, including the scale-up of manufacturing capabilities for increased
capacity in anticipation of product commercialization and development;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to maintain existing marketing agreements, including our agreement with Ethicon and CPC for DERMABOND adhesive and Liquid Bandage, respectively, and establish and
maintain new marketing agreements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to achieve product development milestones;
| | - | ------------------------------------------------------



| |  | the costs involved in preparing, filing, prosecuting, defending and enforcing intellectual property rights;
| | - | -----------------------------------------------------------------------------------------------------------



| |  | the effect of competing technological and market developments;
| | - | --------------------------------------------------------------



| |  | timely receipt of regulatory clearances and approvals and the costs of complying with regulatory requirements;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | general acceptance of our products by the medical community and consumers; and
| | - | ------------------------------------------------------------------------------



| |  | general economic conditions.
| | - | ----------------------------



We may be required to seek additional capital to finance our operations in the future. If our currently available funds and internally generated cash flow are not sufficient to satisfy our financing and operating
needs, we will be required to seek additional funding through bank borrowings, additional public or private sales of our securities, including equity securities, or through other arrangements with marketing partners. Other than our available working
capital line of credit, we have no credit facility or other committed sources of capital. There can be no assurance that additional funds, if required, will be available to us on favorable terms, if at all.



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CRITICAL ACCOUNTING POLICIES AND ESTIMATES



There have been no material changes to our critical accounting policies and estimates since December 31, 2003. For detailed information on
our critical accounting policies and estimates, see our Annual Report on Form 10-K for the year ended December 31, 2003.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



INTEREST RATE SENSITIVITY



We are
subject to interest rate risk on our investment portfolio which consists primarily of high quality short-term money market funds, commercial paper, corporate bonds and other investments with an average maturity of less than one year. We mitigate
default risk by investing in what we believe are safe and high credit quality securities and by monitoring investment ratings. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity
and there are limitations regarding average and individual duration of investments as established by the Board of Directors. These available-for-sale securities are subject to interest rate risk and will decrease in value if market interest rates
increase. At June 30, 2004, our total portfolio consisted of approximately $42.5 million of cash, cash equivalents and investments, the majority of which had maturities within one year. Additionally, we generally have the ability to hold fixed
income investments to maturity. Therefore, we do not expect our results of operations or cash flows to be materially affected due to a sudden change in interest rates.



FOREIGN CURRENCY EXCHANGE RISK



Our international sales and related royalties of DERMABOND adhesive and international sales of NEXABAND® adhesives are based on sales in foreign currencies. All of our sales to customers are
payable in U.S. dollars and we may be adversely affected by fluctuations in currency exchange rates. Additionally, fluctuations in currency exchange rates may adversely affect demand for our products by increasing the price of our products in the
currency of the countries in which the products are sold.



ITEM 4. CONTROLS AND PROCEDURES



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness the
Companys disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



| | (b) | Change in Internal Control over Financial Reporting
| | --- | ---------------------------------------------------



No change in the Companys internal control over financial reporting occurred during the Companys most recent 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



The Annual Meeting of Stockholders of the Company (the Meeting) was held on June 16, 2004. At the Meeting, the following nominees were re-elected as directors for the Company to serve until the Annual
Meeting of Stockholders of the Company in 2007 and until their successors shall have been elected and qualified and received the votes set forth after their names below:



|                  |  |            |  |         
|----------------- |  | ---------- |  | --------
|Name of Nominee   |  | For        |  | Withheld
|Richard W. Miller |  | 13,357,221 |  | 388,990 
|Rolf D. Schmidt   |  | 13,303,248 |  | 442,963 



Ronald A. Ahrens and F. William
Schmidt retired from the Board of Directors effective the day of the Annual Meeting. The terms of office of the following directors continued after the Meeting in accordance with the Companys Certificate of Incorporation: J. Daniel Cole James
E. Niedel, Daniel A. Pelak, Stephen I. Shapiro and Randy H. Thurman.



Also at
the Meeting, the stockholders of the Company approved and adopted an amendment to the Companys Amended and Restated 1996 Equity Compensation Plan (the Plan) to increase the number of shares authorized for issuance under the Plan
from 6,000,000 to 7,000,000. The results of the voting on such matter were as follows:



|          |  |           |  |                                
|--------- |  | --------- |  | -------------------------------
|For       |  | Against   |  | Abstentions or Broker Non-Votes
|6,790,310 |  | 3,909,299 |  | 16,272                         



In addition, the stockholders of the
Company approved and ratified the selection by the Board of Directors of PricewaterhouseCoopers LLP as the Companys independent accountants for the fiscal year ending December 31, 2004. The results of the voting on such matters were as
follows:



|           |  |         |  |                                
|---------- |  | ------- |  | -------------------------------
|For        |  | Against |  | Abstentions or Broker Non-Votes
|13,679,174 |  | 63,295  |  | 3,742                          



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PART II- OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | (a) | Exhibits.
| | --- | ---------



Exhibit 31.1  Certification of Chief Executive Officer.

Exhibit 31.2  Certification of Chief
Financial Officer.

Exhibit 32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350.

Exhibit 32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350.



| | (b) | Reports on Form 8-K.
| | --- | --------------------



On April 20, 2004, the Registrant furnished a Current Report on Form 8-K relating to the press release announcing its earnings for the first quarter of
2004.



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.



|                     |  |                             |  |                                                      
|-------------------- |  | --------------------------- |  | -----------------------------------------------------
|                     |  | CLOSURE MEDICAL CORPORATION
|                     |  |                            
|Date: August 9, 2004 |  | By:                         |  | DANIEL A. PELAK                                      
|                     |  |                             |  | Daniel A. Pelak                                      
|                     |  |                             |  | President and Chief Executive Officer                
|                     |  |                            
|Date: August 9, 2004 |  | By:                         |  | BENNY WARD                                           
|                     |  |                             |  | Benny Ward                                           
|                     |  |                             |  | Vice President of Finance and Chief Financial Officer



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