Back to GetFilings.com

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2004

OR

For the transition period from              to             

Commission file number: 33-20323

Royal BodyCare, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 972-893-4000

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 Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for the past 90 days.    x  YES    ¨  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

Number of shares of common stock, par value $0.001, outstanding at November 1, 2004: 20,056,294

Table of Contents

TABLE OF CONTENTS

Table of Contents

Item 1. FINANCIAL STATEMENTS

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

See notes to condensed consolidated financial statements.

- 3 -

Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See notes to condensed consolidated financial statements.

- 4 -

Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See notes to condensed consolidated financial statements.

- 5 -

Table of Contents

ROYAL BODYCARE, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See notes to condensed consolidated financial statements.

- 6 -

Table of Contents

ROYAL BODYCARE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A – Unaudited Condensed Consolidated Financial Statements:

The accompanying unaudited condensed consolidated financial statements of Royal BodyCare, Inc. (“RBC” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly, certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and disclosures are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and the Company’s reports on Form 10-Q for the quarterly periods ended March 31, 2004 and June 30, 2004.

In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the Company’s results for the interim periods have been included. The Condensed Consolidated Balance Sheet as of December 31, 2003 was derived from the Company’s audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2003. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Note B – Nature of Operations and Organization:

RBC is principally engaged in the marketing of nutritional supplements and personal care products in the United States, Canada and Japan. The Company’s products are marketed through a network marketing system in which distributors, who are independent contractors, purchase products for resale to retail customers or for personal use.

RBC has also entered into arrangements by which it has licensed the exclusive rights to sell its nutritional supplements and personal care products through third party licensees in certain international countries. RBC has entered into four such arrangements to market its products. Under these arrangements, distributors in these countries are compensated by the third party licensees according to the same or a similar compensation plan as the one used by RBC for its independent distributors in the United States, Canada and Japan.

Through its wholly-owned subsidiary, MPM Medical, Inc., a Texas corporation (“MPM Medical”), the Company also distributes wound care and oncology products in the United States under the MPM Medical trade name. The wound care products are distributed directly to hospitals, nursing homes and home health care agencies through medical/surgical supply dealers. The oncology products are distributed to hospitals, cancer treatment clinics and pharmacies through pharmaceutical distributors.

- 7 -

Table of Contents

Discontinued Operations

In December 2000, RBC created a new subsidiary named BizAdigm, Inc. (“BizAdigm”) to offer various internet products through a network of independent distributors similar in approach to the marketing of RBC’s nutritional and personal care products. Due to low sales volume, RBC discontinued the operations of BizAdigm during the second quarter of 2002. Consequently, the operating results of BizAdigm are classified as discontinued operations. Liabilities of BizAdigm are included in “Liabilities of Discontinued Operations” at December 31, 2003. Liabilities of discontinued operations represent the remaining obligations under certain capital lease arrangements that matured during the first quarter of 2004.

Earnings from discontinued operations in the quarter and nine months ended September 30, 2003, resulted from the settlement of a $241,000 obligation of BizAdigm prior to its maturity date for less than the contractual amount. This obligation was settled in April 2003 for a cash payment of $125,000 and the issuance of a five-year option to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.10 per share, which was the market price of the stock and also the fair value of the stock option at the time this obligation was settled.

Note C – Restatement of Financial Statements:

In connection with the preparation of the Company’s financial statements for fiscal 2003, the audit committee requested that management and the Company’s independent registered accountants review the revenue recognition policy with regard to the Company’s licensee in the former Soviet Union, Coral Club International, Inc. (“CCI”). Until September 2002, sales were recorded when products were shipped to CCI. In September 2002, the Company and CCI reached an agreement that provided the Company would store products for CCI in its warehouse and then ship them at a later date to locations designated by CCI in accordance with its business needs. As part of this agreement, CCI agreed to accept ownership of and pay for the products as they were segregated in the Company’s warehouse for CCI’s account. Upon entering into this agreement, the Company began to recognize sales to CCI at the time products were billed and segregated in the Company’s warehouse for CCI’s account.

After reviewing this policy in light of authoritative accounting literature, management, in consultation with the Company’s independent registered accountants, concluded that sales should have been recognized at the time products were shipped rather than when such products were segregated in the Company’s warehouse for CCI’s account. As a result, the Company restated its previously reported audited financial statements for the year ended December 31, 2002, and the unaudited results for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, December 31, 2002, and September 30, 2002.

- 8 -

Table of Contents

A summary of the significant effects of the restatement on the quarter and nine months ended September 30, 2003 is set forth below:

Note D – Inventories:

Inventories at September 30, 2004 and December 31, 2003 consist of the following:

- 9 -

Table of Contents

Note E – Property and Equipment:

Property and equipment at September 30, 2004 and December 31, 2003 consists of the following:

Note F – Goodwill and Other Intangible Assets:

The Company measures its goodwill for impairment at the end of each year or in the event of an impairment indicator. No impairment losses have been recognized as a result of this testing. Goodwill consists of the following:

Other intangible assets consist of the following:

- 10 -

Table of Contents

Amortization expense related to other intangible assets totaled approximately $10,600 for the quarters ended September 30, 2004 and 2003 and $31,800 for the nine months ended September 30, 2004 and 2003. The aggregate estimated amortization expense for intangible assets remaining as of September 30, 2004 is as follows:

Note G – Accrued Liabilities:

Accrued liabilities at September 30, 2004 and December 31, 2003 consist of the following:

Note H – Stock-Based Compensation:

On July 1, 1998, the Company’s shareholders adopted the 1998 Stock Option Plan (the “Plan”) and reserved 500,000 shares of common stock for issuance under the Plan. Effective September 4, 2003, the Company’s shareholders adopted an amendment and restatement of the Plan in the form of the 2003 Stock Incentive Plan. The purpose of this amendment and restatement was, among other things, to increase the number of shares issuable under the Plan to 3,500,000 shares of common stock and to add restricted stock as available for awards under the Plan. The Plan, in both the original form and the amended and restated form, provides for the issuance of both nonqualified and incentive stock options, and permits grants to employees, non-employee directors and consultants of the Company.

On June 28, 2004, the Company granted to a key employee an option to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.15 per share, which was the market price of the common stock on the date of grant. The option expires nine years from the date of grant and vests ratably over a five-year period.

The Company accounts for the Plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net earnings (loss), as all options granted under this plan had an exercise price equal to or greater than the quoted market price of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

- 11 -

Table of Contents

The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model. The fair value of the option granted in June 2004 was $0.15 per share. The following assumptions were used for the option granted in June 2004: expected volatility of 146.41 percent, average risk-free interest rate of 4.93 percent, average expected life of 9 years and no dividend yield.

Note I – Long Term Obligations:

At September 30, 2004 and December 31, 2003 long-term debt consists of the following:

- 12 -

Table of Contents

From time to time, certain purchases of equipment have been financed through capital leases. Such leases had terms ending in 2004 with various interest rates approximating 15%.

Note J – Segments and Geographic Area:

The Company’s segments are based on the organization structure that is used by management for making operating and investment decisions and for assessing performance. Based on this management approach, the Company has two operating segments: Nutritional Products and Medical Products. The Nutritional Products segment manufactures and distributes a line of over 75 nutritional supplements and personal care products, including herbs, vitamins and minerals, as well as natural skin, hair and body care products. These products are marketed under the Royal BodyCare^® trade name and are distributed by a network of independent distributors operating primarily in North America and by licensees operating in certain other countries outside of North America. The Medical Products segment markets a line of approximately 25 wound care and oncology products in the United States under the MPM Medical trade name. The wound care products are distributed directly to hospitals, nursing homes and home health care agencies through medical/surgical supply dealers. The oncology products are distributed to hospitals, cancer treatment clinics and pharmacies through pharmaceutical distributors.

The Company evaluates the performance of its segments primarily based on operating profit. All intercompany transactions have been eliminated, and intersegment revenues are not significant. In calculating operating profit for these two segments, administrative expenses incurred that are common to the two segments are allocated on a usage basis.

- 13 -

Table of Contents

Segment information is as follows (in thousands):

Financial information summarized geographically for the quarters and the nine months ended September 30, 2004 and 2003 is listed below (in thousands):

- 14 -

Table of Contents

Significant Customers

The Company recorded sales to its licensee in the former Soviet Union, CCI, in the amount of $1,106,000 and $1,306,000 during the quarters ended September 30, 2004 and 2003, respectively, and $3,643,000 and $2,440,000 during the nine months ended September 30, 2004 and 2003, respectively. These sales accounted for more than ten percent of net sales in the quarters and the nine months ended September 30, 2004 and 2003. In no other case did a customer of the Company account for more than ten percent of net sales during the quarters or nine months ended September 30, 2004 or 2003.

In July 2004, the Company entered into a 10-year exclusive distributorship agreement with CCI. In connection therewith, the Company received a license fee of $65,000. This license fee was recorded as deferred revenue and is being recognized as sales ratably over the term of the agreement.

Note K – Earnings (Loss) Per Share:

Summarized basic and diluted earnings (loss) per common share were calculated as follows: