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): November 8, 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 November 8, 2016, Mannatech, Incorporated issued a press release announcing financial and operating results for the third 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 November 8, 2016, titled “Mannatech Reports Third 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: November 8, 2016
 
By:
/s/ David A. Johnson
       
David A. Johnson
       
Chief Financial Officer
 

Exhibit Index
 
Exhibit Number
 
Exhibit
 
Press release, dated November 8, 2016, titled “Mannatech Reports Third Quarter 2016 Financial Results.”

*Furnished herewith.
 
 


Exhibit 99.1
 
 
Mannatech Reports Third Quarter 2016 Financial Results

(COPPELL, Texas) November 8, 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 third quarter 2016.

Third Quarter Results

Third quarter net sales for 2016 were $48.1 million, an increase of $4.2 million or 9.8% as compared to $43.9 million in the third quarter of 2015. Our net sales increased 6.8% on a constant dollar basis (see Non-GAAP Financial Measure disclosures below). Income from operations was $0.5 million for the third quarter 2016, as compared to $2.2 million income in the same period in 2015. Net income was $1.3 million, or $0.46 per diluted share, for the third quarter of 2016, as compared to $0.1 million net income, or $0.03 per diluted share, for the third quarter of 2015. During the third quarter, our operations outside of the Americas accounted for approximately 60.5% of our consolidated net sales.

Third quarter 2016 Asia/Pacific net sales increased by $3.5 million, or 15.9%, to $25.5 million. During this period, the launch of new products and promotions in Asia/Pacific increased net sales by $2.9 million and the loyalty program increased net sales by $0.4 million, as compared to the same period in 2015. Foreign currency exchange had a $1.6 million positive impact on revenue during the period, as compared to the same period in 2015. The currency impact is primarily due to the strengthening of the Korean Won, Australian Dollar, New Zealand Dollar, Singapore Dollar, Taiwanese Dollar, and Japanese Yen partially offset by the weakening of the Hong Kong Dollar. Revenue per active independent associate and member increased by 11.4% during the third quarter, as compared to the same period in 2015.

Third quarter 2016 net sales for Europe, the Middle East and Africa, or EMEA, decreased by $0.5 million to $3.6 million, as compared to the same period in 2015; foreign currency exchange had the effect of decreasing our EMEA revenue by $0.3 million during this period. The currency impact is primarily due to the weakening of the South Africa Rand and British Pound. Active associates and members increased 7.2% as compared to the same period in 2015. The launch of new products and promotions in EMEA increased net sales by $0.2 million, as compared to the same period in 2015.

For the three months ended September 30, 2016, net sales in the Americas increased by $1.2 million, or 6.7%, to $19.0 million, as compared to the same period in 2015. During the third quarter 2016, the launch of new products and promotions increased net sales by $1.0 million and the loyalty program increased net sales by $0.1 million, as compared to the same period in 2015.

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 September 30, 2016 and 2015 were approximately 221,000.

Selling and administrative expenses for the third quarter of 2016 increased by $0.9 million, as compared to the same period in 2015. The increase is attributed to payroll costs, warehousing, and marketing costs. Human resource (HR) costs increased $0.1 million due to hiring for our potential entry into the China market. Also impacting HR costs in the third quarter 2016 is $0.4 million of severance costs, as compared to a $0.7 million of severance costs in the third quarter of 2015. Selling and administrative expenses were also impacted by a $0.4 million increase in marketing related costs, and a $0.2 million increase in warehouse charges.

Other operating costs, which include professional fees, travel and entertainment, bad debt, credit card processing fees, and other miscellaneous operating expenses, increased by $1.4 million for the three months ended September 30, 2016, as compared to the same period in 2015. The increase in other operating costs was due to a $0.7 million increase in legal and consulting fees as we continue to explore expansion into new markets, transform our supply chain and defend our patents, a $0.1 million increase in research and development costs, a $0.1 million increase in credit card fees, a $0.1 million increase in travel and entertainment costs, and a $0.4 million charge from a partial write-down of the value of internally developed back office software.
 

Mannatech’s cash and cash equivalents increased by approximately $6.3 million to a balance of $38.3 million at September 30, 2016 as compared to $32.0 million at December 31, 2015. Our inventory balance at September 30, 2016 was $10.4 million, compared to $9.2 million at December 31, 2015. Our accounts payable balance at September 30, 2016 increased to $5.2 million, compared to $2.7 million at December 31, 2015, due to the purchase of inventory. At September 30, 2015, our commission payable increased to $11.3 million from $6.8 million at December 31, 2015 due to the timing of our commission payments. During the third quarter of 2016, we paid a $0.3 million dividend and repurchased 9,009 shares of our common stock.

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, November 9, 2016 at 9 a.m. CST, 10 a.m. EST. 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 98996316.

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
 
September 30,
2016
(unaudited)
   
December 31,
2015
 
Cash and cash equivalents
 
$
38,311
   
$
31,994
 
Restricted cash
   
1,513
     
1,511
 
Accounts receivable, net
   
72
     
369
 
Income tax receivable
   
16
     
4
 
Inventories, net
   
10,394
     
9,199
 
Prepaid expenses and other current assets
   
2,919
     
2,905
 
Deferred commissions
   
3,742
     
3,443
 
Deferred tax assets, net
   
27
     
460
 
Total current assets
   
56,994
     
49,885
 
Property and equipment, net
   
3,670
     
3,848
 
Construction in progress
   
926
     
839
 
Long-term restricted cash
   
7,040
     
6,586
 
Other assets
   
4,451
     
3,759
 
Long-term deferred tax assets, net
   
4,708
     
3,725
 
Total assets
 
$
77,789
   
$
68,642
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current portion of capital leases
 
$
379
   
$
447
 
Accounts payable
   
5,188
     
2,683
 
Accrued expenses
   
5,112
     
6,221
 
Commissions and incentives payable
   
11,277
     
6,818
 
Taxes payable
   
538
     
736
 
Current deferred tax liability
   
85
     
84
 
Current notes payable
   
805
     
713
 
Deferred revenue
   
9,640
     
8,677
 
Total current liabilities
   
33,024
     
26,379
 
Capital leases, excluding current portion
   
346
     
612
 
Long-term deferred tax liabilities
   
26
     
24
 
Long-term notes payable
   
706
     
1,069
 
Other long-term liabilities
   
1,648
     
1,994
 
Total liabilities
   
35,750
     
30,078
 
                 
Shareholders’ equity:
               
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding
   
     
 
Common stock, $0.0001 par value, 99,000,000 shares authorized, 2,764,963 shares issued and 2,686,868 shares outstanding as of September 30, 2016 and 2,773,972 shares issued and 2,682,078 shares outstanding as of December 31, 2015
   
     
 
Additional paid-in capital
   
39,164
     
40,494
 
Retained earnings
   
8,798
     
8,589
 
Accumulated other comprehensive income
   
3,597
     
686
 
Treasury stock, at average cost, 78,095 shares as of September 30, 2016 and 91,894 shares as of December 31, 2015, respectively
   
(9,520
)
   
(11,205
)
Total shareholders’ equity
   
42,039
     
38,564
 
Total liabilities and shareholders’ equity
 
$
77,789
   
$
68,642
 
 

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

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2016
   
2015
   
2016
   
2015
 
Net sales
 
$
48,146
   
$
43,860
   
$
137,664
   
$
134,956
 
Cost of sales
   
9,736
     
8,253
     
28,225
     
25,076
 
Gross profit
   
38,410
     
35,607
     
109,439
     
109,880
 
                                 
Operating expenses:
                               
Commissions and incentives
   
19,985
     
17,867
     
56,019
     
54,296
 
Selling and administrative expenses
   
9,877
     
9,001
     
28,199
     
26,412
 
Depreciation and amortization
   
507
     
433
     
1,427
     
1,324
 
Other operating costs
   
7,534
     
6,072
     
22,863
     
18,493
 
Total operating expenses
   
37,903
     
33,373
     
108,508
     
100,525
 
                                 
Income from operations
   
507
     
2,234
     
931
     
9,355
 
Interest income
   
(16
)
   
93
     
(5
)
   
154
 
Other expense, net
   
232
     
(2,418
)
   
(471
)
   
(3,802
)
Income (loss) before income taxes
   
723
     
(91
)
   
455
     
5,707
 
                                 
Provision for income taxes
   
562
     
159
     
90
     
(1,397
)
Net income (loss)
 
$
1,285
   
$
68
   
$
545
   
$
4,310
 
                                 
Earnings (loss) per common share:
                               
Basic
 
$
0.47
   
$
0.03
   
$
0.20
   
$
1.61
 
Diluted
 
$
0.46
   
$
0.03
   
$
0.19
   
$
1.58
 
                                 
Weighted-average common shares outstanding:
                               
Basic
   
2,706
     
2,681
     
2,703
     
2,679
 
Diluted
   
2,818
     
2,721
     
2,812
     
2,727
 
 

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
(in millions, except percentages)
 
September 30,
2016
   
September 30,
2015
   
Change
 
   
GAAP
Measure:
Total $
   
Non-GAAP
Measure:
Constant $
   
GAAP
Measure:
Total $
   
Dollar
   
Percent
 
Net Sales
 
$
48.1
   
$
46.9
   
$
43.9
   
$
3.0
     
6.8
%
Product
   
39.8
     
38.8
     
35.3
     
3.5
     
9.9
%
Pack
   
6.9
     
6.7
     
7.1
     
(0.4
)
   
(5.6
)%
Other
   
1.4
     
1.4
     
1.5
     
(0.1
)
   
(6.7
)%
Gross Profit
   
38.4
     
37.4
     
35.6
     
1.8
     
5.1
%
Income from Operations
   
0.5
     
0.2
     
2.2
     
(2.0
)
   
(90.9
)%
 
Nine-month period ended
(in millions, except percentages)
 
September 30,
2016
   
September 30,
2015
   
Change
 
   
GAAP
Measure:
Total $
   
Non-GAAP
Measure:
Constant $
   
GAAP
Measure:
Total $
   
Dollar
   
Percent
 
Net Sales
 
$
137.7
   
$
139.9
   
$
135.0
   
$
4.9
     
3.6
%
Product
   
113.6
     
115.3
     
105.8
     
9.5
     
9.0
%
Pack
   
20.2
     
20.7
     
24.9
     
(4.2
)
   
(16.9
)%
Other
   
3.9
     
3.9
     
4.3
     
(0.4
)
   
(9.3
)%
Gross Profit
   
109.4
     
110.9
     
109.9
     
1.0
     
0.9
%
Income from Operations
   
0.9
     
1.0
     
9.4
     
(8.4
)
   
(89.4
)%
 
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 September 30, 2016 and 2015 were as follows:

   
2016
   
2015
 
New
   
99,000
     
44.8
%
   
97,000
     
43.9
%
Continuing
   
122,000
     
55.2
%
   
124,000
     
56.1
%
Total
   
221,000
     
100.0
%
   
221,000
     
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