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 2, 2011
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Texas
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000-24657
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75-2508900
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(State or other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On November 2, 2011, Mannatech, Incorporated issued a press release announcing financial and operating results for the third quarter and nine months ended September 30, 2011. 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.
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Exhibit Number
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Exhibit
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99.1*
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Press release, dated November 2, 2011, entitled “Mannatech Reports Third Quarter Results.”
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*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.
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MANNATECH, INCORPORATED
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|||
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Dated: November 2, 2011
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By:
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/s/ Stephen D. Fenstermacher
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Stephen D. Fenstermacher
Co-Chief Executive Officer and Chief Financial Officer
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|||
EXHIBIT INDEX
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Exhibit Number
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Exhibit
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99.1*
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Press release, dated November 2, 2011, entitled “Mannatech Reports Third Quarter Results.”
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*Furnished herewith.
Exhibit 99.1
Mannatech Reports Third Quarter Results
(COPPELL, Texas) November 2, 2011 – Mannatech, Incorporated (NASDAQ: MTEX) today reported for the quarter ended September 30, 2011 net sales of $50.5 million, and a net loss of $3.7 million, or $0.14 per diluted share compared to the 2010 loss of $0.05 per share. Quarterly sales declined $4.4 million or 8.0%, compared to the third quarter of 2010. The net loss increased by $2.4 million for the quarter largely due a tax provision of $0.5 million compared to a benefit of $2.0 million recorded in the third quarter of 2010. The pretax deficit of $3.1 million in the 2011 quarter was better than the prior year period by $0.1 million.
Sales were $152.8 million for the first nine months of 2011, below 2010 by $20.3 million, or 11.7%. The net loss of $13.7 million exceeded last year by $5.8 million reflecting foreign currency translation and tax provision, and the net loss of $0.52 per diluted share was greater than the prior year by $0.22 per diluted share.
New independent Associates and Members totaled 19,949 in the third quarter of 2011, compared to 22,296 in the third quarter of 2010, a decrease of 10.5%. Total independent Associate and Member count based on a 12-month trailing period was approximately 379,000 as of September 30, 2011 as compared to 422,000 as of September 30, 2010.
The restructuring and cost reduction initiatives implemented during the second quarter of 2011 helped to reduce our operating loss for the three months ended September 30, 2011 by $2.7 million as compared to the three months ended June 30, 2011. These results indicate that Mannatech is on track to achieve our projected savings of approximately $12.0 million on an annualized basis and generate positive cash flow in subsequent periods.
Conference Call
Mannatech will hold a conference call and webcast to discuss this announcement with investors on Thursday, November 3, 2011 at 9:00 a.m. Central Daylight Time, 10:00 a.m. Eastern Daylight Time. Investors may listen to the call by accessing 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 888-286-8010 (International: 617-801-6888); the Conference ID to access the call is 74896076.
About Mannatech
Mannatech, Incorporated, develops high-quality health, weight and fitness, and skin care products that are based on the solid foundation of nutritional science and development standards. Mannatech is dedicated to its platform of Social Entrepreneurship based on the foundation of promoting, aiding and optimizing nutrition where it is needed most around the world. Mannatech's proprietary products are available through independent sales Associates around the globe including the United States, Canada, Australia, Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, Japan, Mexico, the Netherlands, New Zealand, Norway, the Republic of Ireland, the Republic of Korea, Singapore, South Africa, Sweden, Taiwan, and the United Kingdom. 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 “believe” or “intend” 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 Quarterly Report on Form 10-Q, 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:
Tatiana Morosyuk
Executive Director, Financial Reporting
972-471-6512
ir@mannatech.com
www.mannatech.com
Net Sales in Dollars and as a Percentage of Consolidated Net Sales – (Unaudited)
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Three months ended September 30,(1)
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Nine months ended September 30,(1)
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|||||||||||||||||||||
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Country
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2011
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2010
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2011
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2010
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||||||||||||||||||
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(in millions, except percentages)
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||||||||||||||||||||||
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United States
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$
|
20.4
|
40.4
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%
|
$
|
23.9
|
43.5
|
%
|
$
|
64.0
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41.9
|
%
|
$
|
77.7
|
44.9
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%
|
||||||
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Japan
|
7.7
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15.2
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%
|
8.9
|
16.2
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%
|
22.9
|
15.0
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%
|
25.8
|
14.9
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%
|
||||||||||
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Republic of Korea
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6.0
|
11.9
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%
|
5.1
|
9.3
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%
|
17.4
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11.4
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%
|
16.2
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9.4
|
%
|
||||||||||
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Australia
|
4.4
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8.7
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%
|
4.7
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8.6
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%
|
13.3
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8.7
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%
|
14.8
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8.6
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%
|
||||||||||
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Canada
|
4.1
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8.1
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%
|
4.6
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8.4
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%
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12.3
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8.0
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%
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14.0
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8.1
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%
|
||||||||||
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South Africa
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2.3
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4.5
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%
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3.0
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5.5
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%
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6.5
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4.3
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%
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9.0
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5.2
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%
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||||||||||
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Singapore
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1.4
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2.8
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%
|
0.5
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0.9
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%
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2.8
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1.8
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%
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1.5
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0.9
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%
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||||||||||
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Taiwan
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1.1
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2.2
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%
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1.4
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2.6
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%
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3.4
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2.2
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%
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5.0
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2.9
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%
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||||||||||
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New Zealand
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0.6
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1.2
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%
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0.7
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1.3
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%
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1.9
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1.2
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%
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2.5
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1.4
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%
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||||||||||
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Germany
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0.5
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1.0
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%
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0.6
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1.1
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%
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1.5
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1.0
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%
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1.8
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1.0
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%
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||||||||||
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United Kingdom
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0.5
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1.0
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%
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0.4
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0.7
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%
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1.4
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0.9
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%
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1.6
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0.9
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%
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||||||||||
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Mexico(2)
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0.4
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0.8
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%
|
—
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—
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1.7
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1.1
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%
|
—
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—
|
||||||||||||
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Norway
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0.4
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0.8
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%
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0.5
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0.9
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%
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1.4
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0.9
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%
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1.2
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0.7
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%
|
||||||||||
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The Netherlands
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0.3
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0.6
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%
|
0.2
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0.3
|
%
|
0.9
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0.6
|
%
|
0.4
|
0.2
|
%
|
||||||||||
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Austria
|
0.2
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0.4
|
%
|
0.2
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0.3
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%
|
0.7
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0.5
|
%
|
0.9
|
0.5
|
%
|
||||||||||
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Denmark
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0.1
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0.2
|
%
|
0.1
|
0.2
|
%
|
0.3
|
0.2
|
%
|
0.4
|
0.2
|
%
|
||||||||||
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Sweden
|
0.1
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0.2
|
%
|
0.1
|
0.2
|
%
|
0.4
|
0.3
|
%
|
0.3
|
0.2
|
%
|
||||||||||
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Totals
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$
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50.5
|
100
|
%
|
$
|
54.9
|
100
|
%
|
$
|
152.8
|
100
|
%
|
$
|
173.1
|
100
|
%
|
||||||
________________________
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(1)
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We began operations in the Czech Republic, Estonia, Finland, and the Republic of Ireland in June 2011. Their combined consolidated sales for the three and nine months ended September 30, 2011 were approximately $0.1 million.
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|
(2)
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We began operations in Mexico in January 2011.
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The approximate number of new and continuing independent associates and members who purchased our packs or products during the twelve months ended September 30, 2011 and 2010 were as follows:
|
2011
|
2010
|
||||||||
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New
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82,000
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21.7
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%
|
93,000
|
22.0
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%
|
|||
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Continuing
|
297,000
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78.3
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%
|
329,000
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78.0
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%
|
|||
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Total
|
379,000
|
100
|
%
|
422,000
|
100
|
%
|
|||
MANNATECH, INCORPORATED AND SUBSIDIARIES
(in thousands, except per share information)
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||||||||||||
|
2011
|
2010
|
2011
|
2010
|
||||||||||
|
Net sales
|
$
|
50,520
|
$
|
54,866
|
$
|
152,782
|
$
|
173,137
|
|||||
|
Cost of sales
|
7,407
|
7,924
|
22,164
|
24,640
|
|||||||||
|
Commissions and incentives
|
22,041
|
23,109
|
66,644
|
74,617
|
|||||||||
|
29,448
|
31,033
|
88,808
|
99,257
|
||||||||||
|
Gross profit
|
21,072
|
23,833
|
63,974
|
73,880
|
|||||||||
|
Operating expenses:
|
|||||||||||||
|
Selling and administrative
|
12,373
|
15,811
|
43,202
|
47,579
|
|||||||||
|
Depreciation and amortization
|
2,644
|
2,772
|
8,132
|
8,691
|
|||||||||
|
Other operating costs
|
7,627
|
8,911
|
23,439
|
26,292
|
|||||||||
|
Total operating expenses
|
22,644
|
27,494
|
74,773
|
82,562
|
|||||||||
|
Loss from operations
|
(1,572
|
)
|
(3,661
|
)
|
(10,799
|
)
|
(8,682
|
)
|
|||||
|
Interest income (expense)
|
(4
|
)
|
20
|
(3
|
)
|
1
|
|||||||
|
Other income (expense), net
|
(1,557
|
)
|
400
|
(1,094
|
)
|
(175
|
)
|
||||||
|
Loss before income taxes
|
(3,133
|
)
|
(3,241
|
)
|
(11,896
|
)
|
(8,856
|
)
|
|||||
|
(Provision) benefit for income taxes
|
(530
|
)
|
1,963
|
(1,795
|
)
|
982
|
|||||||
|
Net loss
|
$
|
(3,663
|
)
|
$
|
(1,278
|
)
|
$
|
(13,691
|
)
|
$
|
(7,874
|
)
|
|
|
Net loss per share:
|
|||||||||||||
|
Basic
|
$
|
(0.14
|
)
|
$
|
(0.05
|
)
|
$
|
(0.52
|
)
|
$
|
(0.30
|
)
|
|
|
Diluted
|
$
|
(0.14
|
)
|
$
|
(0.05
|
)
|
$
|
(0.52
|
)
|
$
|
(0.30
|
)
|
|
|
Weighted-average common shares outstanding:
|
|||||||||||||
|
Basic
|
26,486
|
26,490
|
26,489
|
26,487
|
|||||||||
|
Diluted
|
26,486
|
26,490
|
26,489
|
26,487
|
|||||||||
MANNATECH, INCORPORATED AND SUBSIDIARIES
(in thousands, except share and per share amounts)
|
September 30,
2011
|
December 31,
2010
|
|||||||
|
ASSETS
|
(unaudited)
|
|||||||
|
Cash and cash equivalents
|
$
|
20,828
|
$
|
21,584
|
||||
|
Restricted cash
|
1,265
|
1,265
|
||||||
|
Accounts receivable, net of allowance of $20 and $21 in 2011 and 2010, respectively
|
161
|
416
|
||||||
|
Income tax receivable
|
934
|
917
|
||||||
|
Inventories, net
|
19,878
|
24,070
|
||||||
|
Prepaid expenses and other current assets
|
3,137
|
4,356
|
||||||
|
Deferred tax assets
|
1,111
|
2,607
|
||||||
|
Total current assets
|
47,314
|
55,215
|
||||||
|
Property and equipment, net
|
11,521
|
18,449
|
||||||
|
Construction in progress
|
2
|
524
|
||||||
|
Long-term restricted cash
|
3,326
|
3,532
|
||||||
|
Other assets
|
2,820
|
3,054
|
||||||
|
Long-term deferred tax assets
|
688
|
649
|
||||||
|
Total assets
|
$
|
65,671
|
$
|
81,423
|
||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current portion of capital leases
|
$
|
726
|
$
|
1,328
|
||||
|
Accounts payable
|
7,041
|
5,534
|
||||||
|
Accrued expenses
|
9,949
|
10,318
|
||||||
|
Commissions and incentives payable
|
7,478
|
9,166
|
||||||
|
Taxes payable
|
2,109
|
3,721
|
||||||
|
Current deferred tax liability
|
205
|
243
|
||||||
|
Deferred revenue
|
2,666
|
1,930
|
||||||
|
Total current liabilities
|
30,174
|
32,240
|
||||||
|
Capital leases, excluding current portion
|
1,104
|
1,204
|
||||||
|
Long-term deferred tax liabilities
|
152
|
1,903
|
||||||
|
Other long-term liabilities
|
5,873
|
4,996
|
||||||
|
Total liabilities
|
37,303
|
40,343
|
||||||
|
Commitments and contingencies
|
||||||||
|
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, 27,697,560 shares issued and 26,485,184 shares outstanding as of September 30, 2011 and 27,697,560 shares issued and 26,490,466 shares outstanding as of December 31, 2010
|
3
|
3
|
||||||
|
Additional paid-in capital
|
42,329
|
42,049
|
||||||
|
Retained earnings
|
1,436
|
15,127
|
||||||
|
Accumulated other comprehensive loss
|
(604
|
)
|
(1,308
|
)
|
||||
|
Less treasury stock, at cost, 1,212,376 shares in 2011 and 1,207,094 shares in 2010
|
(14,796
|
)
|
(14,791
|
)
|
||||
|
Total shareholders’ equity
|
28,368
|
41,080
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
65,671
|
$
|
81,423
|
||||