mtex-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2024

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission File No. 000-24657

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)


Texas		75-2508900
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1410 Lakeside Parkway, Suite 200,
Flower Mound,	Texas	75028
(Address of Principal Executive Offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock,	par value $0.0001 per share	MTEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of April 30, 2024, the number of shares outstanding of the registrant’s sole class of common stock, par value $0.0001 per share, was 1,884,814.

MANNATECH, INCORPORATED

TABLE OF CONTENTS


Special Note Regarding Forward-Looking Statements			1
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements			2
C onden sed C onsolidated Balance Sheet s (u naudited)			2
C ondensed C onsolidated Statements of Operation s (una udited)			3
C ondensed C onsolidated Statements of Comprehensive Loss (unaudited)			3
C ondensed C onsolidated Statements of Shareholders’ Equity (unaudited)			4
C ondensed C onsolidated Statements of Cash Flows (unaudited)			5
Notes to Condensed Consolidated Financial Statement s (unaudited)			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Company Overview			21
Results of Operations			22
Liquidity and Capital Resources			26
Significant Accounting Policies and Critical Estimates			28


Item 3. Quantitative and Qualitative Disclosures About Market Risk			30

Item 4. Controls and Procedures			30

Part II – OTHER INFORMATION
Item 1. Legal Proceedings			32

Item 1A. Risk Factors			32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33

Item 3. Defaults Upon Senior Securities			33

Item 4. Mine Safety Disclosures			33

Item 5. Other Information			33

Item 6. Exhibits			33

Signatures			35

Table of Contents

Special Note Regarding Forward-Looking Statements

Certain disclosures and analyses in this Form 10-Q, including information incorporated by reference, may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 that are subject to various risks and uncertainties. Opinions, forecasts, projections, guidance, or other statements other than statements of historical fact are considered forward-looking statements and reflect only current views about future events and financial performance. Some of these forward-looking statements include statements regarding:

•management’s plans and objectives for future operations;

•existing cash flows being adequate to fund future operational needs;

•future plans related to budgets, future capital requirements, market share growth, and anticipated capital projects and obligations;

•the realization of net deferred tax assets;

•the ability to curtail operating expenditures;

•global statutory tax rates remaining unchanged;

•the impact of future market changes due to exposure to foreign currency translations;

•the possibility of certain policies, procedures, and internal processes minimizing exposure to market risk;

•the impact of new accounting pronouncements on financial condition, results of operations, or cash flows;

•the outcome of new or existing litigation matters;

•the outcome of new or existing regulatory inquiries or investigations; and

•other assumptions described in this report underlying such forward-looking statements.

Although we believe that the expectations included in these forward-looking statements are reasonable, these forward-looking statements are subject to certain events, risks, assumptions, and uncertainties, including those discussed below, the “Risk Factors” section in Part I, Item 1A of our Form 10-K for the year ended December 31, 2023, and elsewhere in this Form 10-Q and the documents incorporated by reference herein. If one or more of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results and developments could materially differ from those expressed in or implied by such forward-looking statements. For example, any of the following factors could cause actual results to vary materially from our projections:

•overall growth or lack of growth in the nutritional supplements industry;

•plans for expected future product development;

•changes in manufacturing costs;

•shifts in the mix of packs and products;

•the future impact of any changes to global associate career and compensation plans or incentives or the regulations governing such plans and incentives;

•the ability to attract and retain independent associates and preferred customers;

•new regulatory changes that may affect operations, products or compensation plans and incentives;

•ability of our outside suppliers and manufacturers to supply products in sufficient quantities and comply with

our product safety and quality standards or applicable law;

•the competitive nature of our business with respect to products and pricing;

•publicity related to our products or network marketing; and

•the political, social and economic climate of the countries in which we operate.

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,” “hopes,” “potential,” and “continues” or other similar words or the negative of such terms and other comparable terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals, or targets contained herein are also considered forward-looking statements. Readers are cautioned when considering these forward-looking statements to keep in mind these risks, assumptions, and uncertainties and any other cautionary statements in this report, as all of the forward-looking statements contained herein speak only as of the date of this report.

Unless stated otherwise, all financial information throughout this report and in the Condensed Consolidated Financial Statements and related Notes include Mannatech, Incorporated and all of its subsidiaries on a consolidated basis and may be referred to herein as “Mannatech,” “the Company,” “its,” “we,” “us,” “our,” or “their.”

Our products are not intended to diagnose, cure, treat, or prevent any disease, and any statements about our products contained in this report have not been evaluated by the Food and Drug Administration, also referred to herein as the “FDA”.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MANNATECH, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


ASSETS	March 31, 2024 (unaudited)		December 31, 2023
Cash and cash equivalents	$	7,911	$	7,731
Restricted cash	938		938
Accounts receivable, net of allowance of $1,200 and $1,278	320		91
Income tax receivable	450		465
Inventories, net	13,679		14,535
Prepaid expenses and other current assets	3,146		1,774
Deferred commissions	1,836		2,130

Total current assets	28,280		27,664
Property and equipment, net	3,769		4,147

Long-term restricted cash	693		718
Other assets	6,711		7,066
Deferred tax assets, net	1,605		1,611
Total assets	$	41,058	$	41,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of finance leases	$	265	$	269
Accounts payable	4,882		4,010
Accrued expenses	5,899		6,779
Commissions and incentives payable	8,419		8,175
Taxes payable	1,922		1,521

Current notes payable	525		240
Deferred revenue	4,235		4,786
Total current liabilities	26,147		25,780
Finance leases, excluding current portion	888		956


Other long-term liabilities	3,578		3,986
Total liabilities	30,613		30,722

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, 2,742,857 shares issued and 1,884,814 shares outstanding as of March 31, 2024 and 2,742,857 shares issued and 1,860,154 shares outstanding as of December 31, 2023	—		—
Additional paid-in capital	32,948		33,309
Accumulated deficit	(121)		(1,301)
Accumulated other comprehensive loss	(2,446)		(1,015)
Treasury stock, at average cost, 858,043 shares as of March 31, 2024 and 882,703 shares as of December 31, 2023	(19,936)		(20,509)
Total shareholders’ equity	10,445		10,484
Total liabilities and shareholders’ equity	$	41,058	$	41,206

See accompanying notes to unaudited condensed consolidated financial statements.

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MANNATECH, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – (UNAUDITED)

(in thousands, except per share information)


	Three Months Ended March 31,
	2024		2023
Net sales	$	29,393	$	34,114
Cost of sales	6,296		7,413
Gross profit	23,097		26,701

Operating expenses:
Commissions and incentives	11,685		13,558
Selling and administrative expenses	10,176		12,043
Depreciation and amortization expense	416		387

Total operating expenses	22,277		25,988

Income from operations	820		713
Interest income, net	18		24
Other income, net	871		333
Income before income taxes	1,709		1,070

Income tax provision	(529)		(466)
Net income	$	1,180	$	604

Income per common share:
Basic	$	0.63	$	0.32
Diluted	$	0.63	$	0.32

Weighted-average common shares outstanding:
Basic	1,884		1,872
Diluted	1,884		1,891

MANNATECH, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS – (UNAUDITED)

(in thousands)


	Three Months Ended March 31,
	2024		2023
Net income	$	1,180	$	604
Foreign currency translations	(1,431)		(799)
Comprehensive loss	$	(251)	$	(195)

See accompanying notes to unaudited condensed consolidated financial statements.

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MANNATECH, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY – (UNAUDITED)

(amounts in thousands, except share data)


	Common Stock, $0.0001 par value
	Number of Shares	Amount		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Treasury stock		Total shareholders’ equity
Balance at January 1, 2024	1,860,154	$	—	$	33,309	$	(1,301)	$	(1,015)	$	(20,509)	$	10,484
Net income	—	—		—		1,180		—		—		1,180

Charge related to stock-based compensation	—	—		12		—		—		—		12
Issuance of unrestricted shares	24,660	—		(373)		—		—		573		200




Foreign currency translations	—	—		—		—		(1,431)		—		(1,431)
Balance at March 31, 2024	1,884,814	$	—	$	32,948	$	(121)	$	(2,446)	$	(19,936)	$	10,445


	Common Stock, $0.0001 par value
	Number of Shares	Amount		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total shareholders’ equity
Balance at January 1, 2023	1,858,800	$	—	$	33,377	$	1,686	$	(208)	$	(20,679)	$	14,176
Net income	—	—		—		604		—		—		604
Payment of cash dividends	—	—		—		(375)		—		—		(375)
Charge related to stock-based compensation	—	—		11		—		—		—		11
Issuance of unrestricted shares	12,808	—		(76)		—		—		299		223

Stock option exercises	2,000	—		(35)		—		—		47		12


Foreign currency translations	—	—		—		—		(799)		—		(799)
Balance at March 31, 2023	1,873,608	$	—	$	33,277	$	1,915	$	(1,007)	$	(20,333)	$	13,852

See accompanying notes to unaudited condensed consolidated financial statements.

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MANNATECH, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (UNAUDITED)

(in thousands)


	Three Months Ended March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,180	$	604
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	416		387
Non-cash operating lease expense	402		415
Provision for inventory losses	32		73
Provision for (reversal of) allowance for credit losses	(75)		112

Charge related to stock-based compensation	212		234

Deferred income taxes	6		437
Changes in operating assets and liabilities:
Accounts receivable	(154)		(27)
Income tax receivable	15		(26)
Inventories	824		(667)
Prepaid expenses and other current assets	(909)		(504)
Deferred commissions	294		(49)

Other assets	158		123
Accounts payable	872		1,302
Accrued expenses	(1,085)		(701)
Other long-term liabilities	(408)		(451)
Taxes payable	401		(1,301)
Commissions and incentives payable	244		992
Deferred revenue	(551)		398

Net cash provided by operating activities	1,874		1,351
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	(61)		(104)

Net cash used in investing activities	(61)		(104)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock options exercised	—		11

Payment of cash dividends	—		(375)



Repayment of finance lease obligations and other long-term liabilities	(250)		(194)
Net cash used in financing activities	(250)		(558)
Effect of currency exchange rate changes on cash and cash equivalents	(1,408)		(795)
Net increase (decrease) in cash, cash equivalents, and restricted cash	155		(106)
Cash, cash equivalents, and restricted cash at the beginning of the period	9,387		15,197
Cash, cash equivalents, and restricted cash at the end of the period	$	9,542	$	15,091

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents


	Three Months Ended March 31,
	2024		2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid	$	73	$	1,895
Interest paid on finance leases and other financing arrangements	23		6


NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired through other financing arrangements	446		497


Operating lease right-of-use assets acquired in exchange for new operating lease liabilities	205		181
Finance lease right-of-use assets acquired in exchange for new finance lease liabilities	—		1,181

See accompanying notes to unaudited condensed consolidated financial statements.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993 and is listed on the Nasdaq Global Select Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, and China).

The Company sells its products principally through network marketing distribution channels via its active associates (“independent associate” or “associates” or “distributors”) and its “preferred customers,” Active business building associates and preferred customers purchase the Company’s products at published wholesale prices. The Company cannot distinguish products sold for personal use from other sales, when sold to associates, because it is not involved with the products after delivery, other than usual and customary product warranties and returns. Only associates are eligible to earn commissions and incentives. We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. The Company operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai Daily Necessity & Health Products Co., Ltd. (“Meitai”), is operating as a traditional retailer under a cross-border e-commerce model in China. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with instructions for Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the Company’s condensed consolidated financial statements and footnotes contained herein do not include all of the information and footnotes required by GAAP to be considered “complete financial statements”. However, in the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and footnotes contain all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s consolidated financial information as of, and for, the periods presented. The Company cautions that its consolidated results of operations for an interim period are not necessarily indicative of its consolidated results of operations to be expected for its fiscal year. The December 31, 2023 consolidated balance sheet was included in the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023 and filed with the United States Securities and Exchange Commission (the “SEC”) on March 28, 2024 (the “2023 Annual Report”), which includes all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in the 2023 Annual Report.

Principles of Consolidation

The condensed consolidated financial statements and footnotes include the accounts of Mannatech and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions.

The use of estimates is pervasive throughout the condensed consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the condensed consolidated financial statements, Organization and Summary of Significant Accounting Policies.

Significant Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2023 included in our 2023 Annual Report. There have been no significant changes in our accounting policies or the application thereof during the first quarter of 2024

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Certain prior year amounts have been reclassified on the Condensed Consolidated Statements of Operations to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents was $7.9 million at March 31, 2024 and $7.7 million at December 31, 2023. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. At March 31, 2024 and December 31, 2023, credit card receivables were $1.9 million and $1.4 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $4.0 million and $3.5 million at March 31, 2024 and December 31, 2023, respectively. The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits. The Company holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk.

A significant portion of our cash and cash equivalent balances were concentrated within the Republic of Korea, with cash and cash equivalents totaling $3.5 million and $2.3 million at March 31, 2024 and December 31, 2023, respectively. In addition, for the three months ended March 31, 2024 and 2023, a concentrated portion of our operating cash flows were earned from operations within the Republic of Korea. An adverse change in economic conditions within the Republic of Korea could negatively affect the Company’s results of operations.

Restricted Cash

The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) the Australia building lease collateral. At March 31, 2024 and December 31, 2023, our total restricted cash was $1.6 million and $1.7 million, respectively.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's condensed consolidated balance sheets to the total amount presented in the condensed consolidated statement of cash flows (in thousands):


	March 31, 2024		December 31, 2023		March 31, 2023		December 31, 2022
Cash and cash equivalents	$	7,911	$	7,731	$	13,682	$	13,777
Current restricted cash	938		938		944		944
Long-term restricted cash	693		718		465		476
Cash, cash equivalents, and restricted cash	$	9,542	$	9,387	$	15,091	$	15,197

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of March 31, 2024 and December 31, 2023, receivables consisted primarily of amounts due from preferred customers and associates.

The Company's accounts receivable balances, net, are presented below (in thousands):


	March 31, 2024		December 31, 2023		December 31, 2022
Accounts receivable	$	320	$	91	$	218

In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. Expected loss estimates are determined utilizing an aging schedule. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

MANNATECH, INCORPORATED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At March 31, 2024 and March 31, 2023, the Company held an allowance for credit losses of $1.2 million and $1.1 million, respectively.


	March 31, 2024		March 31, 2023
Allowance for credit losses at beginning of period	$	1,278	$	973
Provision in current period	(75)		(17)
Accounts charged off against the allowance	(3)		153
Allowance for credit losses at end of period	$	1,200	$	1,109

Inventories

Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off.

Other Assets

Other Assets consisted of the following (in thousands): See Note 8, Leases, for more information on these assets.


	March 31, 2024		December 31, 2023
Right of use Assets- Operating leases	$	3,104	$	3,315
Deposit with Mutual Aid Cooperative & Consumer (Korea)	2,121		2,204
Deposits for building leases	1,249		1,310
Manapol Trademark	237		237
	$	6,711	$	7,066

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Accrued compensation	$	1,772	$	1,707
Accrued inventory purchases	112		861
Accrued royalties	39		38
Accrued sales and other taxes	181		201
Other accrued operating expenses	361		506
Customer deposits and sales returns	573		515
Accrued travel expenses related to corporate events	123		131
Accrued shipping and handling costs	312		291
Accrued rent expense	3		3
Accrued legal and accounting fees	735		865

SEC Form 10-Q filed by Mannatech Incorporated