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

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): August 9, 2016
 
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
 
Texas
 
000-24657
 
75-2508900
(State or other Jurisdiction of Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

600 S. Royal Lane, Suite 200
Coppell, Texas 75019
(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400
 

(Former name or former address, if change since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 2.02. Results of Operations and Financial Condition.

On August 9, 2016, Mannatech, Incorporated issued a press release announcing financial and operating results for the second quarter 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
 
Exhibit
99.1*
 
Press release, dated August 9, 2016, titled “Mannatech Reports Second Quarter 2016 Financial Results.”

*Furnished herewith.
 

SIGNATURE
 
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, hereunto duly authorized.

MANNATECH, INCORPORATED
     
Dated: August 9, 2016
By: 
/s/ David A. Johnson
David A. Johnson
Chief Financial Officer
 

Exhibit Index
 
Exhibit Number
 
Exhibit
 
Press release, dated August 9, 2016, titled “Mannatech Reports Second Quarter 2016 Financial Results.”

*Furnished herewith.

 


Exhibit 99.1
 

Mannatech Reports Second Quarter 2016 Financial Results

(COPPELL, Texas) August 9, 2016 — Mannatech, Incorporated (NASDAQ: MTEX), a global health and wellness company committed to transforming lives to make a better world, today announced financial results for its second quarter 2016.

Second Quarter Results

Second quarter net sales for 2016 were $48.8 million, an increase of $2.1 million or 4.5% as compared to $46.7 million in the second quarter of 2015. Our net sales increased 7.5% on a constant dollar basis (see Non-GAAP Financial Measure disclosures below). Loss from operations was $(0.1) million for the second quarter 2016, as compared to $4.6 million income in the same period in 2015. Net loss was $(1.3) million, or $(0.49) per diluted share, for the second quarter of 2016, as compared to $3.1 million net income, or $1.15 per diluted share, for the second quarter of 2015.

For the three months ended June 30, 2016, Mannatech’s operations outside of the Americas accounted for approximately 61.1% of Mannatech’s consolidated net sales.

For the three months ended June 30, 2016, Asia/Pacific net sales increased by $2.7 million, or 11.4%, to $26.3 million, as compared to $23.6 million for the same period in 2015. During the three months ended June 30, 2016, the loyalty program decreased sales by $0.4 million, as compared to the same period in 2015 and this decrease was offset by sales from the launch of the TruHealth™ weight loss product line in Asia/Pacific. Foreign currency exchange had the effect of decreasing net sales by $0.8 million for the three months ended June 30, 2016, as compared to the same period in 2015. The currency impact is primarily due to the weakening of the Korean Won, Australian Dollar, New Zealand Dollar, and Singapore Dollar partially offset by the strengthening of the Japanese Yen. This was offset by an increase of 9.7% in net sales per active independent associate and member during the three months ended June 30, 2016, as compared to the same period in 2015.

For the three months ended June 30, 2016, net sales for Europe, the Middle East, and Africa (“EMEA”) decreased by $0.8 million, or 18.6%, to $3.5 million, as compared to $4.3 million for the same period in 2015.  Net sales per active independent associate and member decreased by 23.4% as compared to the same period in 2015.  This was partially offset by an increase of 6.3% in active associates and members as compared to the same period in 2015. Foreign currency exchange had the effect of decreasing net sales by $0.6 million when the three-month period ending June 30, 2016 is compared to the same period in 2015.  The currency impact is primarily due to the weakening of the South Africa Rand and British Pound.

For the three months ended June 30, 2016, net sales in the Americas increased by $0.2 million, or 1.1%, to $19.0 million, as compared to $18.8 million for the same period in 2015. This increase was primarily due to a 13.2% increase in net sales per active independent associate and member, offset by a 10.7% decline in the number of active independent associates and members. Further, during the three months ended June 30, 2016, the loyalty program decreased sales by $1.0 million, as compared to the same period in 2015, and this was offset by sales from the launch of the TruHealth weight loss product line in the Americas.

Mannatech experienced positive net sales growth in the second quarter of 2016, growing more than $8.1 million in net sales over the first quarter of 2016. Mannatech’s second quarter’s net sales of $48.8 was the highest net sales figure posted in seven quarters. The growth was preceded by investment in a new company brand, infrastructure technology and the release of 13 new products at the start of the quarter. The quarter benefited by sales of the new fat-loss system, TruHealth introduced during the second quarter in the United States and Korea, the first markets of a global rollout of the product to new regions that is expected to take place throughout the remainder of 2016.
 


The approximate number of new and continuing independent associate and member positions held by individuals in Mannatech’s network and associated with purchases of our packs or products during the 12 month period ended June 30, 2016 and 2015 were approximately 222,000 and 228,000, respectively. Recruiting increased 11.1% in the second quarter of 2016 as compared to the second quarter of 2015. The number of new independent associate and member positions in the Company’s network for the second quarter of 2016 was approximately 28,400, as compared to 25,600 for the same period in 2015.

Mannatech’s cash and cash equivalents increased by approximately $4.9 million to a balance of $36.9 million at June 30, 2016 as compared to $32.0 million at December 31, 2015.

Non-GAAP Measures

In addition to results presented in accordance with GAAP, this press release and related tables include certain non-GAAP financial measures, including a presentation of constant currency measures.  We disclose operating results that have been adjusted to exclude the impact of changes due to the translation of foreign currencies into U.S. dollars, including changes in: Net Sales, Gross Profit, and Income from Operations.

We believe that these non-GAAP financial measures provide useful information to investors because they are an indicator of the strength and performance of ongoing business operations.  The constant currency figures are financial measures used by management to provide investors an additional perspective on trends.  Although we believe the non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an exclusive alternative to accompanying GAAP financial measures.

Conference Call

Mannatech will host a conference call to discuss the quarter’s results with investors on Wednesday, August 10, 2016 at 9 a.m. CDT, 10 a.m. EDT. The live call will be webcast and can be accessed on Mannatech’s website at http://ir.mannatech.com.

For those unable to listen to the live broadcast, a replay will be available shortly after the call. The toll-free replay number is (855) 859-2056 (International (404) 537-3406); the Conference ID to access the call is 57723377.

Individuals interested in Mannatech’s products or in exploring its business opportunity can learn more at Mannatech.com.
 

CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
ASSETS
 
June 30,
2016
(unaudited)
   
December 31,
2015
 
Cash and cash equivalents
 
$
36,921
   
$
31,994
 
Restricted cash
   
1,512
     
1,511
 
Accounts receivable, net
   
116
     
369
 
Income tax receivable
   
13
     
4
 
Inventories, net
   
11,714
     
9,199
 
Prepaid expenses and other current assets
   
2,512
     
2,905
 
Deferred commissions
   
4,208
     
3,443
 
Deferred tax assets, net
   
490
     
460
 
Total current assets
   
57,486
     
49,885
 
Property and equipment, net
   
3,388
     
3,848
 
Construction in progress
   
1,826
     
839
 
Long-term restricted cash
   
6,664
     
6,586
 
Other assets
   
3,687
     
3,759
 
Long-term deferred tax assets, net
   
3,986
     
3,725
 
Total assets
 
$
77,037
   
$
68,642
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current portion of capital leases
 
$
397
   
$
447
 
Accounts payable
   
6,427
     
2,683
 
Accrued expenses
   
5,383
     
6,221
 
Commissions and incentives payable
   
8,805
     
6,818
 
Taxes payable
   
1,301
     
736
 
Current deferred tax liability
   
85
     
84
 
Current notes payable
   
859
     
713
 
Deferred revenue
   
10,698
     
8,677
 
Total current liabilities
   
33,955
     
26,379
 
Capital leases, excluding current portion
   
430
     
612
 
Long-term deferred tax liabilities
   
26
     
24
 
Long-term notes payable
   
843
     
1,069
 
Other long-term liabilities
   
2,084
     
1,994
 
Total liabilities
   
37,338
     
30,078
 
                 
Shareholders’ equity:
               
Preferred stock
   
     
 
Common stock
   
     
 
Additional paid-in capital
   
37,825
     
40,494
 
Retained earnings
   
7,849
     
8,589
 
Accumulated other comprehensive income
   
2,190
     
686
 
Treasury stock, at average cost, 76,986 shares as of June 30, 2016 and 91,894 shares as of December 31, 2015, respectively
   
(8,165
)
   
(11,205
)
Total shareholders’ equity
   
39,699
     
38,564
 
Total liabilities and shareholders’ equity
 
$
77,037
   
$
68,642
 


CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2016
   
2015
   
2016
   
2015
 
Net sales
 
$
48,810
   
$
46,726
   
$
89,518
   
$
91,096
 
Cost of sales
   
10,100
     
8,270
     
18,489
     
16,823
 
Gross profit
   
38,710
     
38,456
     
71,029
     
74,273
 
                                 
Operating expenses:
                               
Commissions and incentives
   
20,417
     
18,887
     
36,034
     
36,429
 
Selling and administrative expenses
   
9,730
     
8,598
     
18,322
     
17,411
 
Depreciation and amortization
   
477
     
495
     
920
     
891
 
Other operating costs
   
8,198
     
5,866
     
15,329
     
12,421
 
Total operating expenses
   
38,822
     
33,846
     
70,605
     
67,152
 
                                 
Income (loss) from operations
   
(112
)
   
4,610
     
424
     
7,121
 
Interest income
   
23
     
31
     
11
     
61
 
Other expense, net
   
(1,037
)
   
(452
)
   
(703
)
   
(1,384
)
Income (loss) before income taxes
   
(1,126
)
   
4,189
     
(268
)
   
5,798
 
                                 
Provision for income taxes
   
(206
)
   
(1,046
)
   
(472
)
   
(1,556
)
Net income (loss)
 
$
(1,332
)
 
$
3,143
   
$
(740
)
 
$
4,242
 
                                 
Earnings (loss) per common share:
                               
Basic
 
$
(0.49
)
 
$
1.17
   
$
(0.27
)
 
$
1.58
 
Diluted
 
$
(0.49
)
 
$
1.15
   
$
(0.27
)
 
$
1.55
 
                                 
Weighted-average common shares outstanding:
                               
Basic
   
2,707
     
2,680
     
2,701
     
2,678
 
Diluted
   
2,707
     
2,729
     
2,701
     
2,730
 


Non-GAAP Financial Measures

To supplement our financial results presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we disclose operating results that have been adjusted to exclude the impact of changes due to the translation of foreign currencies into U.S. dollars, including changes in: Net Sales, Gross Profit, and Income from Operations.  We refer to these adjusted financial measures as constant dollar items, which are non-GAAP financial measures.  We believe these measures provide investors an additional perspective on trends.  To exclude the impact of changes due to the translation of foreign currencies into U.S. dollars, we calculate current year results and prior year results at a constant exchange rate, which is the prior year’s rate.  Currency impact is determined as the difference between actual growth rates and constant currency growth rates.
 
Three month period ended
 
June 30,
2016
   
June 30,
2015
   
Change
 
   
GAAP
Measure:
Total $
   
Non-GAAP
Measure:
Constant $
   
GAAP
Measure:
Total $
   
Dollar
   
Percent
 
Net Sales
 
$
48.8
   
$
50.2
   
$
46.7
   
$
3.5
     
7.5
%
Product
   
40.1
     
41.1
     
36.3
     
4.8
     
13.2
%
Pack
   
7.5
     
7.8
     
8.9
     
(1.1
)
   
(12.4
)%
Other
   
1.2
     
1.3
     
1.5
     
(0.2
)
   
(13.3
)%
Gross Profit
   
38.7
     
39.7
     
38.5
     
1.2
     
3.1
%
Income from Operations
   
(0.1
)
   
     
4.6
     
(4.6
)
   
(100.0
)%
 
Six month period ended
 
June 30,
2016
   
June 30,
2015
   
Change
 
   
GAAP
Measure:
Total $
   
Non-GAAP
Measure:
Constant $
   
GAAP
Measure:
Total $
   
Dollar
   
Percent
 
Net Sales
 
$
89.5
   
$
93.0
   
$
91.1
   
$
1.9
     
2.1
%
Product
   
73.8
     
76.5
     
70.5
     
6.0
     
8.5
%
Pack
   
13.2
     
14.0
     
17.8
     
(3.8
)
   
(21.3
)%
Other
   
2.5
     
2.5
     
2.8
     
(0.3
)
   
(10.7
)%
Gross Profit
   
71.0
     
73.6
     
74.3
     
(0.7
)
   
(0.9
)%
Income from Operations
   
0.4
     
0.9
     
7.1
     
(6.3
)
   
(88.7
)%

The approximate number of new and continuing positions held by independent associates and members who purchased our packs or products during the twelve months ended June 30, 2016 and 2015 were as follows:

   
2016
   
2015
 
New
   
97,000
     
43.7
%
   
102,000
     
44.8
%
Continuing
   
125,000
     
56.3
%
   
126,000
     
55.2
%
Total
   
222,000
     
100.0
%
   
228,000
     
100.0
%
 

About Mannatech
Mannatech, Incorporated offers a full body wellness experience through its global network of independent associates and members. With more than 20 years of experience and operations in more than 25 countries, Mannatech is committed to transforming lives. For more information, visit Mannatech.com.
 
Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as ““may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

###

Contact Information:
Donna Giordano
Manager, Executive Office Administration
972-471-6512
ir@mannatech.com
www.mannatech.com