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): May 9, 2005
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 (17 CFR 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 May 9, 2005, Mannatech, Incorporated issued a press release announcing its results of operations and financial condition for the three months ended March 31, 2005. A copy of this press release is attached hereto as Exhibit 99.1.
The information disclosed under this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements or Business Acquired. |
None.
| (b) | Pro Forma Financial Information. |
None.
| (c) | Exhibits. |
| Exhibit Number |
Exhibit | |
| 99.1* | Press release dated May 9, 2005 entitled “Mannatech, Inc. Announces New First Quarter Records: Sales Increase 46%, E.P.S. up 55%”. |
| * | Filed herewith. |
[SIGNATURE PAGE TO FOLLOW]
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: May 10, 2005 | By: | /s/ Stephen D. Fenstermacher | ||
| Name: | Stephen D. Fenstermacher | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit Number |
Exhibit | |
| 99.1* | Press release dated May 9, 2005 entitled “Mannatech, Inc. Announces New First Quarter Records: Sales Increase 46%, E.P.S. up 55%”. |
| * | Filed herewith. |
Exhibit 99.1
Mannatech, Inc. Announces New First Quarter Records: Sales Increase 46%, E.P.S. up 55%
Coppell, TX - May 9, 2005 – Mannatech, Inc. (NASDAQ: MTEX) today announced record first quarter financial results. For the three months ended March 31, 2005, consolidated net sales increased 46% as compared to the prior year quarter to reach a new quarterly record of $85.1 million. In addition current independent Associates and members totaled 401,000 and reached a new record level. Net sales by country for the three months ended March 31, in millions, and as a percentage of net sales are as follows:
Net Sales in Dollars and as a Percentage of Consolidated Net Sales
| (in millions) |
United States |
Canada |
Australia |
United Kingdom |
Japan |
New Zealand |
South* Korea |
Total |
||||||||||||||||||||||||
| 2004 |
$ | 36.8 | $ | 4.7 | $ | 6.5 | $ | 2.8 | $ | 5.0 | $ | 2.6 | $ | — | $ | 58.4 | ||||||||||||||||
| 2005 |
$ | 56.1 | $ | 6.7 | $ | 8.1 | $ | 2.4 | $ | 7.8 | $ | 3.6 | $ | 0.4 | $ | 85.1 | ||||||||||||||||
| United States |
Canada |
Australia |
United Kingdom |
Japan |
New Zealand |
South* Korea |
Total |
|||||||||||||||||||||||||
| 2004 |
63.0 | % | 8.0 | % | 11.1 | % | 4.8 | % | 8.6 | % | 4.5 | % | — | 100.0 | % | |||||||||||||||||
| 2005 |
65.9 | % | 7.9 | % | 9.5 | % | 2.8 | % | 9.2 | % | 4.2 | % | 0.5 | % | 100.0 | % | ||||||||||||||||
| * | South Korea began operations in September 2004. |
The strong sales trend for the first quarter of 2005 resulted in record-setting sales and earnings as well as with net income of $4.7 million up 50% from a year ago and diluted earnings per share of $0.17, which increased by 55% as compared to $0.11 per share for the first quarter of 2004.
Sam Caster, Founder, Chairman, and Chief Executive Officer of Mannatech, commented on the quarterly results, saying “We have now completed ten consecutive quarters of sales increases and during this period our quarterly volume has grown 245% to reach a new quarterly record of $85.1 million. Our current independent Associate count as of March 31, 2005 grew 210% over the same ten quarters. Our recent new product introduction of Advanced Ambrotose™ has become one of our best-sellers, since its introduction in March 2005. Our earnings are growing at an accelerated rate, and we have a new market opening planned in June 2005 with Taiwan and plan to distribute our products in Germany and Denmark later in 2005. We believe, the future has never looked better for Mannatech, and we intend to continue to build further on the successes of the past ten quarters.” The number of new and continuing Mannatech independent associates and members who purchased Mannatech’s products within the last 12 months is as follows:
| For the twelve months ended March 31, |
||||||||||
| 2004 |
2005 |
|||||||||
| New |
141,000 | 49.1 | % | 192,000 | 47.8 | % | ||||
| Continuing |
146,000 | 50.9 | % | 209,000 | 52.2 | % | ||||
| Total |
287,000 | 100.0 | % | 401,000 | 100.0 | % | ||||
About Mannatech
Based in Coppell, Texas, Mannatech, Inc. is a wellness solutions provider that develops innovative, high-quality, proprietary nutritional supplements, topical products and weight management products, which are sold through a global network marketing system throughout the United States and the international markets of Canada, Australia, the United Kingdom, Japan, New Zealand, and South Korea.
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,” “believes,” “estimates,” “projects,” and “plans” 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 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 its expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions its 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 Securities and Exchange Commission, including its current reports.
Contact Information:
Steve Fenstermacher, CFO
Investor Relations
972-471-6512
MANNATECH, INCORPORATED
CONSOLIDATED BALANCE SHEETS – (UNAUDITED)
(in thousands, except share amounts)
| December 31, 2004 |
March 31, 2005 |
|||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
$ | 44,198 | $ | 51,191 | ||||
| Short-term investments |
— | 2,366 | ||||||
| Restricted cash |
393 | — | ||||||
| Income tax receivable |
4,161 | 4,160 | ||||||
| Accounts receivable |
392 | 929 | ||||||
| Inventories |
13,157 | 14,034 | ||||||
| Prepaid expenses and other current assets |
3,188 | 2,660 | ||||||
| Deferred tax assets |
1,850 | 1,523 | ||||||
| Current portion of notes receivable from affiliates |
144 | 146 | ||||||
| Total current assets |
67,483 | 77,009 | ||||||
| Long-term investments |
17,073 | 14,933 | ||||||
| Property and equipment, net |
10,013 | 11,891 | ||||||
| Restricted cash |
1,571 | 1,478 | ||||||
| Other assets |
1,203 | 1,198 | ||||||
| Deferred tax assets |
1,003 | 1,013 | ||||||
| Total assets |
$ | 98,346 | $ | 107,522 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Accounts payable |
$ | 2,227 | $ | 932 | ||||
| Accrued expenses |
22,319 | 23,751 | ||||||
| Commission payable |
12,718 | 13,756 | ||||||
| Deferred revenue |
2,256 | 6,637 | ||||||
| Current portion of accrued severance related to former executives |
375 | 274 | ||||||
| Current portion of capital leases |
8 | 8 | ||||||
| Total current liabilities |
39,903 | 45,358 | ||||||
| Long-term royalties due to an affiliate |
1,658 | 2,718 | ||||||
| Long-term liabilities |
530 | 533 | ||||||
| Capital leases, excluding current portion |
26 | 23 | ||||||
| Deferred tax liabilities |
4 | 4 | ||||||
| Total liabilities |
42,121 | 48,636 | ||||||
| Commitments and contingencies |
— | — | ||||||
| Shareholders’ equity: |
||||||||
| Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding |
— | — | ||||||
| Common stock, $0.0001 par value, 99,000,000 shares authorized, 27,115,440 shares issued and 27,041,125 outstanding in 2004 and 27,190,692 shares issued and 27,116,377 outstanding in 2005 |
3 | 3 | ||||||
| Additional paid-in capital |
34,917 | 35,217 | ||||||
| Retained earnings |
21,672 | 24,434 | ||||||
| Accumulated other comprehensive (income) loss |
195 | (206 | ) | |||||
| 56,787 | 59,448 | |||||||
| Less treasury stock, at cost, 74,315 shares in 2004 and 2005 |
(562 | ) | (562 | ) | ||||
| Total shareholders’ equity |
56,225 | 58,886 | ||||||
| Total liabilities and shareholders’ equity |
$ | 98,346 | $ | 107,522 | ||||
MANNATECH, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS – (UNAUDITED)
(in thousands, except per share information)
| For the three months ended March 31, |
||||||||
| 2004 |
2005 |
|||||||
| Net sales |
$ | 58,386 | $ | 85,145 | ||||
| Cost of sales |
8,657 | 12,930 | ||||||
| Commissions and incentives |
25,866 | 37,563 | ||||||
| 34,523 | 50,493 | |||||||
| Gross profit |
23,863 | 34,652 | ||||||
| Operating expenses: |
||||||||
| Selling and administrative expenses |
12,305 | 16,120 | ||||||
| Other operating costs |
6,984 | 10,921 | ||||||
| Total operating expenses |
19,289 | 27,041 | ||||||
| Income from operations |
4,574 | 7,611 | ||||||
| Interest income |
138 | 332 | ||||||
| Other income (expense), net |
(93 | ) | (92 | ) | ||||
| Income before income taxes |
4,619 | 7,851 | ||||||
| Income tax expense |
(1,514 | ) | (3,189 | ) | ||||
| Net income |
$ | 3,105 | $ | 4,662 | ||||
| Earnings per common share: |
||||||||
| Basic |
$ | 0.12 | $ | 0.17 | ||||
| Diluted |
$ | 0.11 | $ | 0.17 | ||||
| Weighted-average common shares outstanding: |
||||||||
| Basic |
26,279 | 27,098 | ||||||
| Diluted |
27,414 | 28,035 | ||||||