v2.3.0.11
Document and Entity Information
9 Months Ended
Sep. 30, 2011
Oct. 28, 2011
Entity Information [Line Items]    
Entity Registrant Name RBC LIFE SCIENCES, INC.  
Entity Central Index Key 0000830052  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Document Type 10-Q  
Document Period End Date Sep. 30, 2011
Document Fiscal Year Focus 2011  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   22,228,834
v2.3.0.11
Condensed Consolidated Balance Sheets (USD $)
Sep. 30, 2011
Dec. 31, 2010
Current assets:    
Cash and cash equivalents $ 4,720,463 $ 4,220,152
Accounts receivable, net 540,779 491,576
Inventories 6,782,435 5,343,016
Deferred income taxes 456,928 396,415
Prepaid expenses 824,464 807,344
Total current assets 13,325,069 11,258,503
Property and equipment, net 4,363,653 4,638,075
Goodwill, net 2,275,590 2,295,270
Intangible assets, net 51,383 55,851
Other assets 116,113 95,813
Total assets 20,131,808 18,343,512
Current liabilities:    
Accounts payable, trade 2,461,265 2,110,624
Accrued liabilities 1,247,814 976,495
Current maturities of long-term obligations 178,574 168,522
Deferred revenue 3,862,328 2,489,828
Total current liabilities 7,749,981 5,745,469
Long-term obligations, less current maturities 1,592,340 1,727,555
Deferred income taxes 1,003,113 994,909
Shareholders' equity:    
Common stock, $0.001 par value; 50,000,000 shares authorized; 22,228,834 shares issued and outstanding at September 30, 2011 and December 31, 2010 22,229 22,229
Additional paid-in capital 13,638,092 13,605,922
Accumulated deficit (4,010,834) (3,881,348)
Accumulated other comprehensive income 136,887 128,776
Total shareholders' equity 9,786,374 9,875,579
Total liabilities and shareholders' equity $ 20,131,808 $ 18,343,512
v2.3.0.11
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2011
Dec. 31, 2010
Shareholders' equity:    
Common stock par value $ 0.001 $ 0.001
Common stock shares authorized 50,000,000 50,000,000
Common stock shares issued 22,228,834 22,228,834
Common stock shares outstanding 22,228,834 22,228,834
v2.3.0.11
Condensed Consolidated Statements of Operations (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Sep. 30, 2011
Sep. 30, 2010
Net sales $ 7,060,839 $ 6,126,488 $ 21,092,790 $ 20,946,381
Cost of sales 3,743,127 2,836,499 10,474,095 10,611,715
Gross profit 3,317,712 3,289,989 10,618,695 10,334,666
Operating expenses:        
General and administrative 2,653,793 2,240,966 7,094,147 6,998,293
Distributor commissions 1,039,385 758,509 3,362,867 2,045,747
Depreciation and amortization 110,901 119,422 329,169 362,339
Total operating expenses 3,804,079 3,118,897 10,786,183 9,406,379
Operating profit (loss) (486,367) 171,092 (167,488) 928,287
Interest expense 34,587 37,769 106,202 115,567
Earnings (loss) before income taxes (520,954) 133,323 (273,690) 812,720
Provision (benefit) for income taxes (231,104) 0 (144,204) 296,100
Net earnings (loss) $ (289,850) $ 133,323 $ (129,486) $ 516,620
Earnings (loss) per share:        
Basic $ (0.01) $ 0.01 $ (0.01) $ 0.02
Diluted $ (0.01) $ 0.01 $ (0.01) $ 0.02
Weighted average common shares outstanding:        
Basic 22,228,834 21,921,934 22,228,834 21,921,934
Diluted 22,228,834 22,468,717 22,228,834 22,386,287
v2.3.0.11
Condensed Consolidated Statements of Cash Flows (USD $)
9 Months Ended
Sep. 30, 2011
Sep. 30, 2010
Cash flows from operating activities:    
Net earnings (loss) $ (129,486) $ 516,620
Adjustment for non-cash items:    
Depreciation and amortization 379,909 408,957
Stock-based compensation 32,170 34,791
Deferred income taxes (54,414) 32,842
(Gain) loss on disposition of equipment (4,969) 22,874
Change in operating assets and liabilities:    
Accounts receivable (49,268) 62,321
Inventories (1,452,945) 110,689
Prepaid expenses (20,467) 147,020
Other assets (21,335) (2,595)
Accounts payable and accrued liabilities 616,095 (192,712)
Deferred revenue 1,372,568 (22,144)
Net cash provided by operating activities 667,858 1,118,663
Cash flows from investing activities:    
Purchase of property and equipment (102,781) (155,768)
Proceeds from sale of equipment 4,969 7,034
Net cash used in investing activities (97,812) (148,734)
Cash flows from financing activities:    
Payments of long-term obligations (125,163) (115,858)
Net cash used in financing activities (125,163) (115,858)
Effect of exchange rate changes on cash flows 55,428 (12,341)
Net increase in cash and cash equivalents 500,311 841,730
Cash and cash equivalents, beginning of period 4,220,152 3,972,111
Cash and cash equivalents, end of period $ 4,720,463 $ 4,813,841
v2.3.0.11
Unaudited Condensed Consolidated Financial Statements
9 Months Ended
Sep. 30, 2011
Unaudited Condensed Consolidated Financial Statements [Abstract]  
Basis of Accounting [Text Block]
Unaudited Condensed Consolidated Financial Statements:

The accompanying unaudited condensed consolidated financial statements of RBC Life Sciences, Inc. (sometimes hereinafter referred to collectively as “we”, “our”, “RBC” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Certain information and disclosures that are normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”), previously filed with the Securities and Exchange Commission.

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 preparation of consolidated financial statements in conformity with US GAAP 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.  Subsequent events were evaluated through the issuance date of the condensed consolidated financial statements.
v2.3.0.11
Nature of Operations and Organization
9 Months Ended
Sep. 30, 2011
Nature of Operations and Organization [Abstract]  
Nature of Operations [Text Block]
Nature of Operations and Organization:

The Company is principally engaged in the marketing of nutritional supplements and personal care products (collectively “Nutritional Products”) through subsidiaries in the U.S. and Canada.  This product line is marketed under the “RBC Life” brand name.  In certain markets, primarily the U.S. and Canada, the Company markets its products through a network of distributors that are referred to as “Associates.”  The Associates are independent contractors who purchase products for personal use, purchase products for resale to retail customers and sponsor other individuals as Associates.  Accordingly, Associates may be product consumers only or they may also seek to derive compensation both from the direct sales of products and from sales generated by sponsored Associates. In certain markets in Southeast Asia the Company sells its products through an NFR program. Individuals who participate in the NFR program function similarly to Associates in the U.S. and Canada in that they can sponsor others and derive compensation from sales generated by individuals they sponsor. However, they may only order products for personal use and may not resell products to retail customers.

On October 1, 2011, the Company opened a branch in Taiwan, which permits individuals in Taiwan to join the Company as Associates rather than NFR program participants. Through the Taiwan branch, the Company will provide Taiwan Associates local marketing and sales support, customer service and product order fulfillment.

RBC also markets its Nutritional Products in certain international markets through license arrangements.  The licensees are third parties who are granted exclusive rights to distribute RBC products in their respective territories and, for the most part, distribute these products through an independent Associate network in the licensed territory.  Under these arrangements, the independent Associate network in a licensed territory is compensated by the licensee in accordance with a compensation plan similar to the one used by RBC for its Associates in North America.

In addition to its Nutritional Products, RBC also markets a line of wound care products (“Medical Products”) under the MPM Medical brand name through a U.S. subsidiary.  Medical Products are distributed primarily in the U.S. to hospitals, nursing homes, clinics and pharmacies through traditional medical/surgical supply dealers and pharmaceutical distributors.  Medical Products are used to prevent and treat wounds, and manage pain associated with wounds, in the acute care, long-term care and oncology markets.
v2.3.0.11
Inventories
9 Months Ended
Sep. 30, 2011
Inventories [Abstract]  
Inventory Disclosure [Text Block]
Inventories:

Inventories consist of the following:
 
September 30, 2011
 
December 31, 2010
Raw materials and bulk products
$
359,972

 
$
287,644

Packaging materials
398,017

 
318,397

Finished goods
6,024,446

 
4,736,975

 
$
6,782,435

 
$
5,343,016

v2.3.0.11
Prepaid Expenses
9 Months Ended
Sep. 30, 2011
Prepaid Expenses [Abstract]  
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]
Prepaid Expenses:

Prepaid expenses consist of the following:
 
September 30, 2011
 
December 31, 2010
Advance payment to suppliers
$
393,015

 
$
333,763

Prepaid income taxes
76,223

 
225,698

Certificates of deposit - restricted
81,821

 
84,923

Prepaid insurance and other
273,405

 
162,960

 
$
824,464

 
$
807,344


At September 30, 2011 and December 31, 2010, the Company held certificates of deposit in the amounts of approximately $82,000 and $85,000, respectively, which were pledged to secure surety bonds.
v2.3.0.11
Property and Equipment
9 Months Ended
Sep. 30, 2011
Property and Equipment [Abstract]  
Property, Plant and Equipment [Text Block]
Property and Equipment:

Property and equipment consists of the following:
 
September 30, 2011
 
December 31, 2010
Building and improvements
$
3,523,428

 
$
3,523,428

Computer software and office equipment
2,141,804

 
2,063,488

Warehouse equipment
226,922

 
219,030

Automotive equipment
14,717

 
15,228

 
5,906,871

 
5,821,174

Less – accumulated depreciation
(2,684,391
)
 
(2,324,272
)
 
3,222,480

 
3,496,902

Land
1,141,173

 
1,141,173

 
$
4,363,653

 
$
4,638,075

v2.3.0.11
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2011
Goodwill and Other Intangible Assets [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]
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 balances are summarized as follows:
 
Gross Carrying Value
 
Accumulated Amortization
Balance, December 31, 2010
$
3,429,940

 
$
(1,134,670
)
Currency translation adjustment
(38,404
)
 
18,724

Balance, September 30, 2011
$
3,391,536

 
$
(1,115,946
)
  
Other intangible assets consist of the following:
 
 
 
September 30, 2011
 
December 31, 2010
 
Average
Life
(years)
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Gross
Carrying
Value
 
Accumulated
Amortization
Copyrights, trademarks and other registrations
19
 
$
99,100

 
$
(53,513
)
 
$
99,100

 
$
(49,549
)
Other
19
 
12,600

 
(6,804
)
 
12,600

 
(6,300
)
 
 
 
$
111,700

 
$
(60,317
)
 
$
111,700

 
$
(55,849
)

Amortization expense related to other intangible assets totaled approximately $1,500 for the quarters ended September 30, 2011 and 2010, and $4,500 for the nine months ended September 30, 2011 and 2010.  The aggregate estimated amortization expense for intangible assets remaining as of September 30, 2011 is as follows:
Remainder of 2011
$
1,489

2012
5,957

2013
5,957

2014
5,957

2015
5,957

Thereafter
26,066

 
$
51,383


v2.3.0.11
Accrued Liabilities
9 Months Ended
Sep. 30, 2011
Accrued Liabilities [Abstract]  
Accounts Payable and Accrued Liabilities Disclosure [Text Block]
Accrued Liabilities:

Accrued liabilities consist of the following:
 
September 30, 2011
 
December 31, 2010
Distributor commissions
$
566,159

 
$
470,778

Salaries and wages
506,602

 
399,357

Sales and property taxes
68,935

 
31,422

Interest
11,437

 
12,246

Other
94,681

 
62,692

 
$
1,247,814

 
$
976,495

v2.3.0.11
Long-Term Obligations
9 Months Ended
Sep. 30, 2011
Long Term Obligations And Credit Lines [Abstract]  
Long-term Debt [Text Block]
Long-Term Obligations:

Long-term obligations consist of the following:
 
September 30, 2011
 
December 31, 2010
Mortgage note payable bearing interest at 7.75%, payable in monthly installments of $25,797 through April 2019, collateralized by land and building, and personally guaranteed by the Company’s Chairman of the Board and Chief Executive Officer
$
1,770,914

 
$
1,896,077

Less – current maturities
(178,574
)
 
(168,522
)
 
$
1,592,340

 
$
1,727,555


The fair value of long-term debt is estimated based on interest rates for the same or similar instruments offered having the same or similar maturities and collateral requirements.  At September 30, 2011, the fair value of fixed-rate long-term debt was approximately $1,986,000, which was $215,000 above the carrying value of approximately $1,771,000.  At December 31, 2010, the fair value of fixed-rate long-term debt was approximately $2,041,000, which was $145,000 above the carrying value of approximately $1,896,000.
v2.3.0.11
Share-Based Compensation
9 Months Ended
Sep. 30, 2011
Share-based Compensation [Abstract]  
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Text Block]
Share-Based Compensation:

The Company records compensation expense for all share-based payments based on the estimated grant date fair value.  Share-based compensation expense was approximately $10,600 and $9,300 for the quarters ended September 30, 2011 and 2010, respectively, and $32,200 and $34,800 for the nine months ended September 30, 2011 and 2010, respectively.  Share-based compensation is classified as a general and administrative expense.  There were no material tax benefits related to this expense because virtually all share-based compensation resulted from grants of incentive stock options.
 
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
 
Quarters Ended September 30,
 
Nine Months Ended September 30,
 
2011
 
2010
 
2011
 
2010
 
(1)
 
 
 
 
 
 
Weighted average expected life (years)

 
9.0

 
8.4

 
9.0

Risk-free interest rate
%
 
3.09
%
 
3.32
%
 
3.09
%
Expected volatility
%
 
105.02
%
 
96.23
%
 
105.02
%
Expected dividend yield
%
 
%
 
%
 
%
__________________
(1) There were no option grants during this period.

A summary of stock option activity for the nine months ended September 30, 2011 is as follows:
 
Options
 
Weighted-Average Exercise Price per Share
 
Weighted-Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding on December 31, 2010
1,198,390

 
$
0.34

 
                                      
 
 
Granted
33,600

 
0.28

 
 
 
 
Exercised

 

 
 
 
 
Forfeited/canceled
(64,820
)
 
0.50

 
 
 
 
Outstanding on September 30, 2011
1,167,170

 
$
0.33

 
3.6

 
$
80,893

Exercisable on September 30, 2011
913,070

 
$
0.28

 
2.9

 
$
79,862

 
A summary of the status of the Company's non-vested stock options as of September 30, 2011 and changes during the nine months then ended are presented below:
 
Shares
 
Weighted-Average Grant Date Fair Value per Share
Non-vested stock options at December 31, 2010
303,930

 
$
0.46

Non-vested stock options granted

 

Vested stock options
(7,500
)
 
0.29

Forfeited stock options
(42,330
)
 
0.44

Non-vested stock options at September 30, 2011
254,100

 
0.47


As of September 30, 2011, there was approximately $86,500 of total unrecognized compensation cost related to stock option grants.
v2.3.0.11
Segments and Geographic Area
9 Months Ended
Sep. 30, 2011
Segments and Geographic Area [Abstract]  
Segment Reporting Disclosure [Text Block]
Segments and Geographic Area:

The Company's segments are based on the organizational 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.  Nutritional Products are marketed under the RBC Life brand name through subsidiaries in the U.S. and Canada and, effective October 1, 2011, a branch in Taiwan.  These products are distributed by a network comprised of independent Associates and NFR program participants in certain markets, primarily the U.S., Canada and Southeast Asia, and by licensees in certain other international markets.  For the most part, licensees also market the Nutritional Products in their respective territories through a network of independent Associates.

The Medical Products segment markets a line of approximately 28 wound care products under the MPM Medical brand name through a U.S. subsidiary operating primarily in the U.S.  These wound care products are distributed to hospitals, nursing homes, home health care agencies, clinics and pharmacies through a network of medical/surgical supply dealers and pharmaceutical distributors.  Medical Products are used to prevent and treat wounds, and manage pain associated with wounds, in the acute care, long-term care and oncology markets.

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.
 
Segment information is as follows (in thousands):
 
Nutritional Products
 
Medical Products
 
Consolidated
Quarter Ended September 30, 2011
 

 
 

 
 

  Net sales
$
5,376

 
$
1,685

 
$
7,061

  Depreciation and amortization
110

 
17

 
127

  Operating loss
(464
)
 
(22
)
 
(486
)
  Capital expenditures
38

 

 
38

  Total assets
17,576

 
2,556

 
20,132

Quarter Ended September 30, 2010
 

 
 

 
 

  Net sales
$
4,533

 
$
1,593

 
$
6,126

  Depreciation and amortization
114

 
21

 
135

  Operating profit
85

 
86

 
171

  Capital expenditures
23

 

 
23

  Total assets
15,657

 
3,180

 
18,837

Nine Months Ended September 30, 2011
 

 
 

 
 

Net sales
$
15,893

 
$
5,200

 
$
21,093

Depreciation and amortization
327

 
53

 
380

Operating profit (loss)
(292
)
 
125

 
(167
)
Capital expenditures
103

 

 
103

Total assets
17,576

 
2,556

 
20,132

Nine Months Ended September 30, 2010
 

 
 

 
 

Net sales
$
16,134

 
$
4,812

 
$
20,946

Depreciation and amortization
346

 
63

 
409

Operating profit
668

 
260

 
928

Capital expenditures
156

 

 
156

Total assets
15,657

 
3,180

 
18,837


Financial information summarized geographically is as follows (in thousands):

 
Quarter Ended September 30, 2011
 
Quarter Ended September 30, 2010
 
Net sales
 
Long-Lived assets
 
Net sales
 
Long-Lived assets
Domestic
$
3,332

 
$
6,226

 
$
2,518

 
$
6,575

Russia/Eastern Europe
3,087

 

 
2,965

 

Canada
425

 
521

 
249

 
536

All others
217

 
60

 
394

 

Totals
$
7,061

 
$
6,807

 
$
6,126

 
$
7,111


 
Nine Months Ended September 30, 2011
 
Nine Months Ended September 30, 2010
 
Net sales
 
Long-Lived assets
 
Net sales
 
Long-Lived assets
Domestic
$
9,864

 
$
6,226

 
$
7,928

 
$
6,575

Russia/Eastern Europe
9,124

 

 
11,552

 

Canada
1,229

 
521

 
808

 
536

All others
876

 
60

 
658

 

Totals
$
21,093

 
$
6,807

 
$
20,946

 
$
7,111

  
Significant Customers

The Company recorded sales of Nutritional Products to Coral Club International, Inc. ("CCI"), a licensee of the Company, in the amounts of $3,087,000 and $2,965,000 during the quarters ended September 30, 2011 and 2010, respectively, and $9,124,000 and $11,552,000 during the nine months ended September 30, 2011 and 2010, respectively.  The Company also recorded sales of Medical Products to a medical/surgical dealer in the amounts of $961,000 and $848,000 during the quarters ended September 30, 2011 and 2010, respectively, and $3,109,000 and $2,880,000 during the nine months ended September 30, 2011 and 2010, respectively.  In no other case did a customer of the Company account for more than 10% of net sales during the quarters or the nine months ended September 30, 2011 and 2010.

v2.3.0.11
Earnings (Loss) Per Share
9 Months Ended
Sep. 30, 2011
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]
Earnings (Loss) Per Share:

Summarized basic and diluted earnings (loss) per common share were calculated as follows:
 
Net Earnings (Loss)
 
Weighted
Average
Shares
 
Per Share
Quarter Ended September 30, 2011
 

 
 

 
 

  Basic loss per common share
$
(289,850
)
 
22,228,834

 
$
(0.01
)
  Effect of dilutive stock options

 

 
 

  Diluted loss per common share
$
(289,850
)
 
22,228,834

 
$
(0.01
)
Quarter Ended September 30, 2010
 

 
 

 
 

  Basic earnings per common share
$
133,323

 
21,921,934

 
$
0.01

  Effect of dilutive stock options

 
546,783

 
 

  Diluted earnings per common share
$
133,323

 
22,468,717

 
$
0.01

Nine Months Ended September 30, 2011
 

 
 

 
 

Basic loss per common share
$
(129,486
)
 
22,228,834

 
$
(0.01
)
Effect of dilutive stock options

 

 
 

Diluted loss per common share
$
(129,486
)
 
22,228,834

 
$
(0.01
)
Nine Months Ended September 30, 2010
 

 
 

 
 

Basic earnings per common share
$
516,620

 
21,921,934

 
$
0.02

Effect of dilutive stock options

 
464,353

 
 

Diluted earnings per common share
$
516,620

 
22,386,287

 
$
0.02


The number of stock options that were outstanding, but not included in the computation of diluted earnings (loss) per common share because their exercise price was greater than the average market price of the common stock, or were otherwise anti-dilutive, was approximately 1,167,000 and 675,000 for the quarters ended September 30, 2011 and 2010, respectively, and 1,167,000 and 929,000 for the nine months ended September 30, 2011 and 2010, respectively.
v2.3.0.11
Comprehensive Income (Loss)
9 Months Ended
Sep. 30, 2011
Comprehensive Income [Abstract]  
Comprehensive Income Note [Text Block]
Comprehensive Income (Loss):

Comprehensive income (loss) is net earnings (loss) adjusted for other comprehensive income (loss), which, for the periods presented, consists of the change in the foreign currency translation adjustment.  The following table provides information regarding comprehensive income (loss):
 
Quarters Ended September 30,
 
Nine Months Ended September 30,
 
2011
 
2010
 
2011
 
2010
Net earnings (loss)
$
(289,850
)
 
$
133,323

 
$
(129,486
)
 
$
516,620

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustment
10,980

 
(2,405
)
 
8,111

 
(600
)
Comprehensive income (loss)
$
(278,870
)
 
$
130,918

 
$
(121,375
)
 
$
516,020

v2.3.0.11
Legal Proceedings
9 Months Ended
Sep. 30, 2011
Legal Proceedings [Abstract]  
Legal Costs, Policy [Text Block]
Legal Proceedings:

The Company is from time to time engaged in routine litigation.  The Company regularly reviews all pending litigation matters in which it is involved and establishes reserves deemed appropriate by management for these litigation matters.