##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC



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FORM 10-Q



(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, 2003



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)



|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)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined 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 7, 2003
|--------------------------------------- |  | -----------------------------
|Common Stock, par value $0.01 per share |  | 13,767,853                   



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##### Table of Contents

CLOSURE ME
DICAL CORPORATION



INDEX



|                              |  |         |  |                                                                                                                                            |  | Page Number
|----------------------------- |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------
|                              | 
|PART I: FINANCIAL INFORMATION |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Condensed Financial Statements                                                                                                             |  |            
|                              |  |         | 
|                              |  |         |  | Balance Sheets as of June 30, 2003 (unaudited) and December 31, 2002                                                                       |  | 3          
|                              |  |         | 
|                              |  |         |  | Statements of Operations (unaudited) for the three months ended June 30, 2003 and 2002 and for the six months ended June 30, 2003 and 2002 |  | 4          
|                              |  |         | 
|                              |  |         |  | Statements of Cash Flows (unaudited) for the three months ended June 30, 2003 and 2002                                                     |  | 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                                                                                  |  | 13         
|                              |  |         | 
|                              |  | Item 4. |  | Controls and Procedures                                                                                                                    |  | 14         
|                              | 
|PART II: OTHER INFORMATION    |  |        
|                              |  |         | 
|                              |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                                        |  | 14         
|                              |  |         | 
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                           |  | 15         



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PART I  FINANCIAL INFORMATION



|ITEM 1. |  | CONDENSED FINANCIAL STATEMENTS
|------- |  | ------------------------------



CLOSURE MEDICAL CORPORATION

BALANCE SHEETS

(In thousands, except per share data)



|                                                                                                                      |  | JUNE 30,2003(unaudited) |         |   | DECEMBER 31,2002 |  
|--------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---------------- | -
|Assets                                                                                                                |  |                         |         |   |                  |  
|Cash and cash equivalents                                                                                             |  | $                       | 851     |   |                  | $
|Short-term investments                                                                                                |  |                         | 19,021  |   |                  |  
|Accounts receivable                                                                                                   |  |                         | 3,808   |   |                  |  
|Inventories                                                                                                           |  |                         | 1,397   |   |                  |  
|Prepaid expenses                                                                                                      |  |                         | 389     |   |                  |  
|Deferred income taxes                                                                                                 |  |                         | 3,294   |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total current assets                                                                                                  |  |                         | 28,760  |   |                  |  
|Furniture, fixtures and equipment, net                                                                                |  |                         | 5,698   |   |                  |  
|Intangible assets, net                                                                                                |  |                         | 3,059   |   |                  |  
|Long-term investments                                                                                                 |  |                         | 251     |   |                  |  
|Deferred income taxes                                                                                                 |  |                         | 2,524   |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total assets                                                                                                          |  | $                       | 40,292  |   |                  | $
|                                                                                                                      |  |                         |         |   |                  |  
|Liabilities and Stockholders Equity                                                                                  |  |                         |         |   |                  |  
|Accounts payable                                                                                                      |  | $                       | 1,500   |   |                  | $
|Accrued expenses                                                                                                      |  |                         | 1,901   |   |                  |  
|Deferred revenue                                                                                                      |  |                         | 1,300   |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total current liabilities                                                                                             |  |                         | 4,701   |   |                  |  
|Other accrued liabilities                                                                                             |  |                         | 285     |   |                  |  
|Deferred revenue                                                                                                      |  |                         | 1,099   |   |                  |  
|Long-term debt obligations                                                                                            |  |                         |        |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total liabilities                                                                                                     |  |                         | 6,085   |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|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; 13,693 and 13,549 shares issued and outstanding,
respectively |  |                         | 137     |   |                  |  
|Additional paid-in capital                                                                                            |  |                         | 51,766  |   |                  |  
|Accumulated deficit                                                                                                   |  |                         | (17,696 | ) |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total stockholders equity                                                                                            |  |                         | 34,207  |   |                  |  
|                                                                                                                      |  |                         |         |   |                  |  
|Total liabilities and stockholders equity                                                                            |  | $                       | 40,292  |   |                  | $
|                                                                                                                      |  |                         |         |   |                  |  



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 ENDED JUNE 30, |        |      | SIX MONTHS ENDED JUNE 30, |       
|---------------------------------------------------------- |  | --------------------------- | ------ | ---- | ------------------------- | ------
|                                                           |  | 2003                        |        | 2002 |                           |       
|Product sales                                              |  | $                           | 8,217  |      | $                         | 5,399 
|License and product development revenues                   |  |                             | 264    |      |                           | 258   
|                                                           |  |                             |        |      |                           |       
|Total revenues                                             |  |                             | 8,481  |      |                           | 5,657 
|Cost of products sold                                      |  |                             | 2,048  |      |                           | 1,614 
|                                                           |  |                             |        |      |                           |       
|Gross profit                                               |  |                             | 6,433  |      |                           | 4,043 
|                                                           |  |                             |        |      |                           |       
|Research, development and regulatory affairs expenses      |  |                             | 2,158  |      |                           | 1,743 
|General and administrative expenses                        |  |                             | 1,693  |      |                           | 1,459 
|                                                           |  |                             |        |      |                           |       
|Total operating expenses                                   |  |                             | 3,851  |      |                           | 3,202 
|                                                           |  |                             |        |      |                           |       
|Income from operations                                     |  |                             | 2,582  |      |                           | 841   
|Interest income, net                                       |  |                             | 69     |      |                           | 81    
|                                                           |  |                             |        |      |                           |       
|Income before income taxes                                 |  |                             | 2,651  |      |                           | 922   
|Provision (benefit) for income taxes                       |  |                             | 980    |      |                           | (36   
|                                                           |  |                             |        |      |                           |       
|Net income                                                 |  | $                           | 1,671  |      | $                         | 958   
|                                                           |  |                             |        |      |                           |       
|Shares used in computation of net income per common share: |  |                             |        |      |                           |       
|Basic                                                      |  |                             | 13,665 |      |                           | 13,530
|                                                           |  |                             |        |      |                           |       
|Diluted                                                    |  |                             | 14,129 |      |                           | 13,774
|                                                           |  |                             |        |      |                           |       
|Net income per common share - basic and diluted            |  | $                           | 0.12   |      | $                         | 0.07  
|                                                           |  |                             |        |      |                           |       



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, |        
|--------------------------------------------------------------------------------- |  | ------------------------ | -------
|                                                                                  |  | 2003                     |        
|Cash flows from operating activities:                                             |  |                          |        
|Net income                                                                        |  | $                        | 3,590  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |        
|Depreciation and amortization expense                                             |  |                          | 630    
|Loss on disposal of fixed assets                                                  |  |                          | 10     
|Loss on abandonment of patents                                                    |  |                          | 250    
|Change in accounts receivable                                                     |  |                          | (1,335 
|Change in inventories                                                             |  |                          | (213   
|Change in prepaid expenses                                                        |  |                          | 18     
|Change in accounts payable and accrued expenses                                   |  |                          | (597   
|Change in deferred revenue                                                        |  |                          | (539   
|Change in deferred taxes                                                          |  |                          | 1,436  
|Tax benefits associated with stock options                                        |  |                          | 453    
|                                                                                  |  |                          |        
|Net cash provided by operating activities                                         |  |                          | 3,703  
|                                                                                  |  |                          |        
|Cash flows from investing activities:                                             |  |                          |        
|Purchases of furniture, fixtures and equipment                                    |  |                          | (888   
|Investment in intangible assets                                                   |  |                          | (372   
|Purchases of investments                                                          |  |                          | (12,944
|Proceeds from the sale of investments                                             |  |                          | 10,048 
|                                                                                  |  |                          |        
|Net cash used by investing activities                                             |  |                          | (4,156 
|                                                                                  |  |                          |        
|Cash flows from financing activities:                                             |  |                          |        
|Repayment of debt                                                                 |  |                          | (336   
|Net proceeds from sale of common stock                                            |  |                          | 974    
|Payments under capital lease obligations                                          |  |                          |       
|                                                                                  |  |                          |        
|Net cash provided (used) by financing activities                                  |  |                          | 638    
|                                                                                  |  |                          |        
|Increase (decrease) in cash and cash equivalents                                  |  |                          | 185    
|Cash and cash equivalents at beginning of period                                  |  |                          | 666    
|                                                                                  |  |                          |        
|Cash and cash equivalents at end of period                                        |  | $                        | 851    
|                                                                                  |  |                          |        



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



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Closure Medical Corporation

Notes to Consolidated Financial Statements

(Unaudited)

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1. Organization



Closure Medical Corporation (the Company or Closure) develops, manufactures and commercializes medical adhesive
products based on its proprietary medical grade cyanoacrylate technology. 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, 2002 included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.



The results of operations for the three and six month periods ended June 30, 2003 are not
necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2003.



Recent Accounting Pronouncements



In
April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149). FASB Statements No. 133 Accounting for Derivative
Instruments and Hedging Activities (SFAS 133) and No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, establish accounting and reporting standards for derivative instruments including
derivatives embedded in other contracts (collectively referred to as derivatives) and for hedging activities. SFAS 149 amends SFAS 133 for certain decisions made by the FASB as part of the Derivatives Implementation Group process. SFAS 149 contains
amendments relating to FASB Concepts Statement No. 7, Using Cash Flow Information and Present Value in Accounting Measurements, and FASB Statements No. 65, Accounting for Certain Mortgage Banking Activities, No. 91
Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, No. 95, Statement of Cash Flows, and No. 126, Exemption from Certain Required Disclosures
about Financial Instruments for Certain Nonpublic Entities. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 did not
have a material impact on the Companys consolidated financial position or results of operations.



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Closure Medical Corporation

Notes to Consolidated Financial Statements

(Unaudited)

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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 statement amends Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123) to provide 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 Company has adopted the disclosure requirements of SFAS 123 and SFAS 148.



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 Ended June 30,           |       
|                                                                |  | 2003                                  |       
|Net income  as reported                                        |  | $                                     | 1,671 
|Less: Pro forma adjustment for stock-based compensation expense |  |                                       | (1,438
|                                                                |  |                                       |       
|Net loss  pro forma                                            |  | $                                     | (233  
|                                                                |  |                                       |       
|Basic net income (loss) per common share:                       |  |                                       |       
|As reported                                                     |  | $                                     | 0.12  
|Effect of pro forma adjustment                                  |  |                                       | (0.10 
|                                                                |  |                                       |       
|Pro forma                                                       |  | $                                     | (0.02 
|                                                                |  |                                       |       
|Diluted net income (loss) per common share:                     |  |                                       |       
|As reported                                                     |  | $                                     | 0.12  
|Effect of pro forma adjustment                                  |  |                                       | (0.10 
|                                                                |  |                                       |       
|Pro forma                                                       |  | $                                     | (0.02 
|                                                                |  |                                       |       



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



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Closure Medical Corporation

Notes to Consolidated Financial Statements

(Unaudited)

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3. Income Taxes



Prior to 2003, the Companys tax provision was limited to alternative minimum taxes and certain state taxes because a full valuation
allowance had been provided on all deferred tax assets. During the fourth quarter of 2002, the Company re-evaluated the amount of valuation allowance on its deferred tax assets required in light of profitability achieved in recent years and expected
in future years. As a result, the Company reduced the valuation allowance in order to record the deferred tax asset at an amount that it believes is more likely than not of being realized based on the Companys assessment of the likelihood of
near term operating income coupled with uncertainties with respect to the impact of future market conditions. With the valuation allowance reduction, the tax provision for the three and six month periods ended June 30, 2003 was $980,000 and $2.1
million, respectively, which reflects the Companys effective rate for federal and state taxes.



4. Inventories



Inventories included the
following (in thousands):



|                |  | June 30,2003 |       | December 31,2002
|--------------- |  | ------------ | ----- | ----------------
|Packaging       |  | $            | 718   |                 
|Raw materials   |  |              | 135   |                 
|Workinprocess |  |              | 414   |                 
|Finished goods  |  |              | 130   |                 
|                |  |              |       |                 
|                |  | $            | 1,397 |                 
|                |  |              |       |                 



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, 2002.



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



| |  | 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;
|- |  | -------------------------------------------------------------------------------------------------



| |  | 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



We develop, manufacture and commercialize medical adhesive products for wound care and wound closure for the professional healthcare, over-the-counter, or OTC, and veterinary markets based on our proprietary medical
grade cyanoacrylate technology. To date, we have commercialized nonabsorbable products for topical use and our research efforts include the development of absorbable and nonabsorbable formulations for internal use.



Our leading product, DERMABOND adhesive, is sold to healthcare professionals and can be used
professionally to rapidly close, seal and protect wounds and incisions from infection, and to stop leakage of blood and other body fluids from injured tissue. 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 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; 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. We are also developing additional new nonabsorbable and internal adhesive products, including our vascular sealant product. At the end of June 2003, we filed an
Investigational Device Exemption (IDE) application with the United States Food and Drug Administration (FDA) to begin a human clinical study for our vascular sealant product. The FDA has granted a conditional approval that requires the product to be
evaluated in a ten patient human pilot study. We are currently in the process of finalizing the study requirements with the FDA to obtain approval of the pilot study. Additionally, we are processing the Investigation Review Board submissions for
selected sites where we will conduct this pilot study. Given positive results from the pilot study and subsequent final IDE approval by the FDA, we are planning to initiate a 150 patient definitive clinical study which is anticipated to take place
at up to fourteen sites in the United States and Europe.



We are also
developing a new applicator system for the DERMABOND product line which will further enhance DERMABONDs precision application and ease of use as well as another line extension for this product. In addition,



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we filed a 510(k) premarket notification with the FDA at the end of July 2003, seeking marketing clearance for a liquid
bandage line extension. These and other future products require further development and may be subject to clinical trials and regulatory clearance or approval before commercialization.



During June 2003, our Board of Directors approved a strategic plan that the Company has begun to implement. The plan
outlines the strategic direction for the Company through 2005 focusing on three fundamental areas of our business: topical wound care, vascular therapy and complementary technologies. The topical wound care strategy is to continue to maximize
DERMABOND and the liquid bandage businesses through innovations of new products and line extensions. We plan to build our vascular therapy platform around our first product which is indicated as an adjunct to sutures in peripheral vascular
procedures such as dialysis access sites. This product is currently in the early stages of the regulatory approval process. Finally, the Company may seek to complement the topical wound care and vascular therapy platforms and its organic growth
through acquisitions, new partnerships or other technologies, if appropriate. To successfully execute this plan, we may experience increased commitments of resources especially research, development and regulatory affairs expenses.



RESULTS OF OPERATIONS



Revenues.Total revenues increased by 50% for the three months ended June 30, 2003 to $8.5 million compared to $5.7 million for the
corresponding period of 2002. For the six months ended June 30, 2003 and 2002, total revenues were $16.6 million and $11.1 million, respectively, representing a 51% increase. The revenue increase was primarily a result of increased demand for
DERMABOND products and BAND-AID® Brand Liquid
Bandage. DERMABONDs increased penetration was aided by the domestic rollout of the High Viscosity DERMABOND which began in the first quarter of 2003. In addition, shipments of the liquid bandage continued to increase and exceeded those of the
first quarter of 2003 as increasing demand for the product continued during the higher-usage bandage season.



Cost of products sold. Cost of products sold was $2.0 million for the three months ended June 30, 2003 compared to $1.6 million for the 2002 period. For the six months ended June 30, 2003 and 2002, cost of
products sold was $3.9 and $3.3 million, respectively. Cost of products sold as a percentage of revenues decreased to 24% for the three months ended June 30, 2003 from 29% for the corresponding 2002 period. For the six months ended June 30, 2003 and
2002, cost of products sold as a percentage of revenues was 24% and 30%, respectively. The decrease in the cost of products sold as a percentage of revenues was primarily the result of higher production volumes and greater efficiency and capacity
utilization in the 2003 periods. We expect that future gross margins on product sales will continue to fluctuate based on production volumes and the relative proportion of our various products.



Operating Expenses. Operating expenses were $3.9 million for the three months ended
June 30, 2003 and $3.2 million for the same period of 2002. Research, development and regulatory affairs expenses increased by $415,000, or 24%, to support our ongoing projects, including product improvements such as the new DERMABOND applicator,
line extensions and the preparation for our anticipated vascular sealant human clinical study. Also, general and administrative expenses increased by $234,000 or 16%, primarily due to increased marketing personnel costs during the 2003 period. For
the six months ended June 30, 2003 and 2002, operating expenses were $7.2 million and $6.1 million, respectively. As a percentage of total revenues during the six-month period, research, development and regulatory affairs expenses were 24%, down
from 30% while general and administrative expenses were 19%, also down from 25%, for the comparable 2002 period.



Net interest income. Net interest income was $69,000 for the three months ended June 30, 2003, compared to $81,000 for the three months ended June 30, 2002. Net
interest income decreased primarily due to lower average interest rates during the 2003 period. For the six months ended June 30, 2003, net interest income increased slightly to $147,000 from $144,000 for the 2002 period.



Provision for income taxes. The provision for income taxes was $980,000 for the
three months ended June 30, 2003 compared to a benefit for income taxes of $36,000 during the same 2002 period. For the six months ended June 30, 2003 the provision for income taxes was $2.1 million compared to a benefit of $21,000 during the six
months ended June 30, 2002. During the 2002 periods, the net provision reflected only alternative minimum taxes. Beginning in the



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first quarter of 2003, we began recording fully-taxed earnings at an effective rate of approximately 36%. We are not
required to pay federal income taxes, other than alternative minimum taxes, until such time as our net operating losses, approximately $8.8 million as of June 30, 2003, and tax credit carryforwards, approximately $2.3 million as of June 30, 2003,
are exhausted.



LIQUIDITY AND CAPITAL RESOURCES



We have financed our operations to date primarily through the sale of equity securities,
borrowings from lenders, license and product development revenues and product sales. At June 30, 2003, we had net working capital of $24.1 million, an increase of $7.2 million from December 31, 2002. Our principal sources of liquidity include cash,
cash equivalents and marketable investments, which totaled $20.1 million at June 30, 2003.



Additionally, Closure maintains a $3.0 million line of credit for working capital purposes which contains certain restrictive covenants including, but not limited to, maintenance of certain levels of unencumbered
liquid assets and a minimum tangible net worth requirement. The line of credit is secured by certain trade accounts receivable, inventory and equipment. At June 30, 2003, 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, 2003. We estimate that 2003 capital
expenditures 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 2002, we spent approximately
$6.4 million in research, development and regulatory affairs expenses. We anticipate that research and development expenses will continue to increase 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, development and regulatory affairs expenses consist of items related to personnel, supplies,
clinical trials, professional fees, facility costs and fees paid to consultants and outside contractors and are expensed as incurred. We are reimbursed for a fixed percentage of research and development expenses related to certain projects approved
under cost sharing arrangements with marketing partners. These reimbursements are recorded as a reduction in research, development and regulatory affairs expenses on a quarterly basis. During the first six months of 2003, we recorded reimbursements
of approximately $217,000 in accordance with these cost-sharing arrangements. We cannot estimate the costs of our internal research and development projects due to uncertainties regarding successful completion of projects, clinical trial outcomes,
regulatory approvals and cost sharing arrangements with partners. 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.



Cash Flows



Net cash provided by operating activities was $3.7 million for the six months ended June 30, 2003 compared to $1.5 million for the same period in 2002. The increase in
cash provided by operations was primarily due to the increase in operating income.



Net cash used by investing activities was $4.2 million for the six months ended June 30, 2003 compared to $4.1 million during the 2002 period. The increase in net cash used during 2003 primarily related to net purchases of investments and
the purchase of fixed assets.



Net cash provided by financing activities was
$638,000 for the six months ended June 30, 2003 compared to net cash used of $122,000 for same period in 2002. The increase in net cash provided by financing activities was due to an



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increase in net proceeds from the exercise of stock options and the purchase of shares under our employee benefit plans
during the 2003 period combined with the absence of capital lease payments.



Based on our current plans, we believe that existing cash, cash equivalents and investments, which totaled $20.1 million as of June 30, 2003, will be sufficient to finance our operating and capital requirements for at least 12 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 may 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 lead product, DERMABOND adhesive;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the progress of our research and product development programs for future nonabsorbable and absorbable 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 and progress of sales and marketing efforts;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



| |  |  | timely receipt of regulatory clearances and approvals;
| | - |  | ------------------------------------------------------



| |  |  | 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 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.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



There have been no material changes to our critical accounting policies and estimates since
December 31, 2002. For detailed information on our critical accounting policies and estimates, see our Annul Report on Form 10-K for the year ended December 31, 2002.



|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 the credit rating of investment issuers. 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, 2003, our total portfolio consisted of approximately $20.1 million of cash, cash equivalents and investments,
the majority of which had



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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. However, 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.



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 11, 2003. 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 2006 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 
|------------------ |  | ---------- |  | ---------
|James E. Niedel    |  | 12,386,878 |  | 182,692  
|F. William Schmidt |  | 11,137,673 |  | 1,431,897



The terms of office of the following
directors continued after the Meeting in accordance with the Companys Certificate of Incorporation: Ronald A. Ahrens, Richard W. Miller, Daniel A. Pelak, Rolf D. Schmidt and Randy H. Thurman.



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, 2003. The results of the voting on such matters were as follows:



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|For        |  | Against |  | Abstentions or Broker Non-Votes
|---------- |  | ------- |  | -------------------------------
|12,398,549 |  | 166,926 |  | 4,095                          



|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.



| | (a) |  | Reports 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.



|                      |  |  |  | CLOSURE MEDICAL CORPORATION
|--------------------- |  |  |  | ---------------------------
|                      |  |  | 
|Date: August 13, 2003 |  |  |  | By:                        
|                      |  |  |  |                            
|                      |  |  | 
|Date: August 13, 2003 |  |  |  | By:                        
|                      |  |  |  |                            



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