false
0001056358
0001056358
2026-11-12
2026-11-12
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 12, 2026
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
|
Texas
|
000-24657
|
75-2508900
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
1410 Lakeside Parkway, Suite 200
|
|
Flower Mound,
|
Texas
|
75028
|
|
(Address of Principal Executive Offices, including Zip Code)
|
|
Registrant’s Telephone Number, including Area Code:
|
(972)
|
471-7400
|
(Former name or former address, if changed 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 (see General Instruction A.2. below):
☐ 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))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate 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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2026, Mannatech, Incorporated issued a press release announcing financial and operating results for the third quarter ended September 30, 2026. 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
|
Description
|
| |
|
|
99.1*
|
Press Release, dated November 12, 2026, titled Mannatech Reports Financial Results for Third Quarter 2026
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Furnished herewith.
SIGNATURES
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.
November 12, 2026
|
|
MANNATECH, INCORPORATED
|
|
|
|
By:
|
/s/ Landen Fredrick
|
|
|
|
|
Landen Fredrick
|
|
|
|
|
Chief Executive Officer
|
|
Exhibit 99.1
Mannatech Reports Financial Results for Third Quarter 2026
(Flower Mound, Texas) November 12, 2026 - Mannatech, Incorporated (NASDAQ: MTEX), ("Mannatech" or "Company"), global health and wellness company committed to transforming lives to make a better world, today announced financial results for its third quarter of 2026.
Third Quarter Results
| |
•
|
Net sales for the three months ended September 30, 2026 were $24.9 million, a decrease of $4.3 million, as compared to the same period in 2025. On a Constant dollar basis (see Non-GAAP Measures, below) our net sales decreased $4.3 million, or 14.6%, and foreign exchange had no effect on GAAP net sales as compared to the same period in 2025.
|
| |
•
|
Gross profit as a percentage of net sales decreased to 74.7% for the three months ended September 30, 2026, as compared to 76.4% for the same period in 2025.
|
| |
•
|
For the three months ended September 30, 2026, selling and administrative expenses decreased by $0.4 million, or 4.1%, to $8.7 million, as compared to the same period in 2025. Selling and administrative expenses, as a percentage of net sales, for the three months ended September 30, 2026 increased to 35.0% from 31.1% for the same period in 2025.
|
| |
•
|
Income from operations was $0.3 million for the three months ended September 30, 2026, as compared to income from operations of $2.0 million in the same period in 2025.
|
| |
•
|
Income tax benefit was $10.9 million for the three months ended September 30, 2026, as compared to income tax expense of $0.6 million for the same period in 2025, resulting from a non-cash remeasurement of deferred tax liabilities on unremitted foreign earnings. This benefit did not generate cash. See Recent Developments below.
|
| |
•
|
Net income was $8.9 million for the three months ended September 30, 2026, or $4.61 per diluted share, as compared to net income of $1.9 million, or $1.01 per diluted share for the three months ended September 30, 2025. The Company reported a pre-tax loss of approximately $2.0 million for the three months ended September 30, 2026, as compared to pre-tax income of $2.5 million for the same period in 2025. Third quarter net income was driven primarily by a $10.9 million non-cash income tax benefit and does not reflect an improvement in operating performance.
|
| |
•
|
Net realized and unrealized foreign currency loss for the three months ended September 30, 2026 was $2.1 million, as compared to net realized and unrealized foreign currency gains of $0.6 million for the three months ended September 30, 2025.
|
| |
•
|
As of September 30, 2026, the Company's cash and cash equivalents decreased 12.4%, or $0.8 million, to $5.4 million from $6.2 million as of December 31, 2025.
|
| |
•
|
The approximate number of new and continuing independent associate and preferred customer positions held by individuals in Mannatech’s network and associated with purchases of its products as of September 30, 2026 was approximately 111,000, as compared to 119,000 in the same period in 2025. Recruiting new associates and preferred customers decreased 30.5% in the third quarter of 2026 as compared to the third quarter of 2025.
|
Management's Statement
Changes in current trade policies, including with respect to tariffs, could affect our cost structure and profitability. While we take steps to mitigate or avoid these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints and uncertainties, especially in the short term.
Recent Developments
The income tax benefit recognized for the three and nine months ended September 30, 2026, includes a non-cash benefit of $10.9 million and $10.5 million, respectively, from the remeasurement of deferred tax liabilities related to unremitted earnings of certain foreign subsidiaries. The benefit primarily reflects the remeasurement of deferred tax liabilities associated with withholding taxes on unremitted earnings of the Company's Korean subsidiary, together with the remeasurement of similar withholding-tax liabilities in other foreign jurisdictions.
On October 14, 2026, the Company completed an internal restructuring of certain foreign subsidiaries that resulted in a non-cash remeasurement of deferred tax liabilities and a corresponding increase in consolidated stockholder's equity, which the Company reported in a Current Report on Form 8-K filed the same day. On October 16, 2026, the Listing Qualifications staff of The Nasdaq Stock Market LLC notified the Company, in writing, that based on that filing the Company complies with the minimum stockholders' equity requirement of Nasdaq Listing Rule 5550(b)(1). This development did not generate cash and did not affect the Company's net sales, cash flows, or results of operations.
Non-GAAP Financial 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 dollar measures. The company discloses 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 Loss from Operations.
The Company believes 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 with an additional perspective on trends. Although management believes the non-GAAP financial measures enhance investors’ understanding of their business and performance, these non-GAAP financial measures should not be considered an exclusive alternative to accompanying GAAP financial measures. Please see the accompanying table entitled "Non-GAAP Financial Measures" for a reconciliation of these non-GAAP financial measures.
Safe Harbor statement
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,” "hope," “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.
^ Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.
Individuals interested in Mannatech's products or in exploring its business opportunity can learn more at Mannatech.com.
Contact Information:
Erin K. Barta
General Counsel and Corporate Secretary
214-724-3378
ir@mannatech.com
www.mannatech.com
MANNATECH, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
(in thousands, except share and per share information)
| |
|
September 30, 2026
|
|
|
December 31, 2025
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
5,419 |
|
|
$ |
6,185 |
|
|
Restricted cash
|
|
|
218 |
|
|
|
550 |
|
|
Accounts receivable, net of allowance of $45 and $756
|
|
|
1 |
|
|
|
1 |
|
|
Income tax receivable
|
|
|
1,600 |
|
|
|
736 |
|
|
Inventories, net
|
|
|
9,566 |
|
|
|
10,123 |
|
|
Prepaid expenses and other current assets
|
|
|
1,978 |
|
|
|
1,701 |
|
|
Deferred commissions
|
|
|
1,012 |
|
|
|
1,280 |
|
|
Total current assets
|
|
|
19,794 |
|
|
|
20,576 |
|
|
Property and equipment, net
|
|
|
2,639 |
|
|
|
3,140 |
|
|
Operating lease right-of-use assets
|
|
|
2,386 |
|
|
|
3,292 |
|
|
Other assets
|
|
|
2,831 |
|
|
|
2,751 |
|
|
Long-term restricted cash
|
|
|
248 |
|
|
|
234 |
|
|
Total assets
|
|
$ |
27,898 |
|
|
$ |
29,993 |
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Commissions and incentives payable
|
|
$ |
6,325 |
|
|
$ |
7,118 |
|
|
Accrued expenses
|
|
|
2,878 |
|
|
|
3,128 |
|
|
Deferred revenue
|
|
|
1,601 |
|
|
|
3,086 |
|
|
Accounts payable
|
|
|
3,576 |
|
|
|
2,410 |
|
|
Current portion of operating lease liabilities
|
|
|
1,672 |
|
|
|
1,671 |
|
|
Taxes payable
|
|
|
246 |
|
|
|
1,029 |
|
|
Current notes payable
|
|
|
200 |
|
|
|
— |
|
|
Current portion of finance lease liabilities
|
|
|
300 |
|
|
|
293 |
|
|
Total current liabilities
|
|
|
16,798 |
|
|
|
18,735 |
|
|
Long-term notes payable
|
|
|
2,750 |
|
|
|
2,750 |
|
|
Operating lease liabilities, excluding current portion
|
|
|
1,204 |
|
|
|
2,253 |
|
|
Other long-term liabilities
|
|
|
1,566 |
|
|
|
1,340 |
|
|
Finance lease liabilities, excluding current portion
|
|
|
163 |
|
|
|
388 |
|
|
Deferred tax liabilities, net
|
|
|
214 |
|
|
|
9,750 |
|
|
Total liabilities
|
|
|
22,695 |
|
|
|
35,216 |
|
| |
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
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 1,930,391 shares outstanding as of September 30, 2026 and 2,742,857 shares issued and 1,900,930 shares outstanding as of December 31, 2025
|
|
|
— |
|
|
|
— |
|
|
Additional paid-in capital
|
|
|
32,669 |
|
|
|
33,032 |
|
|
Accumulated deficit
|
|
|
(3,154 |
) |
|
|
(14,024 |
) |
|
Accumulated other comprehensive loss
|
|
|
(5,467 |
) |
|
|
(4,669 |
) |
|
Treasury stock, at average cost, 812,466 shares as of September 30, 2026 and 841,927 shares as of December 31, 2025
|
|
|
(18,845 |
) |
|
|
(19,562 |
) |
|
Total shareholders’ equity (deficit)
|
|
|
5,203 |
|
|
|
(5,223 |
) |
|
Total liabilities and shareholders’ equity (deficit)
|
|
$ |
27,898 |
|
|
$ |
29,993 |
|
MANNATECH, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
(in thousands, except per share information)
| |
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
| |
|
September 30,
|
|
|
September 30,
|
|
| |
|
2026
|
|
|
2025
|
|
|
2026
|
|
|
2025
|
|
|
Net sales
|
|
$ |
24,872 |
|
|
$ |
29,161 |
|
|
$ |
76,439 |
|
|
$ |
81,403 |
|
|
Cost of sales
|
|
|
6,292 |
|
|
|
6,890 |
|
|
|
18,512 |
|
|
|
20,495 |
|
|
Gross profit
|
|
|
18,580 |
|
|
|
22,271 |
|
|
|
57,927 |
|
|
|
60,908 |
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions and incentives
|
|
|
9,609 |
|
|
|
11,192 |
|
|
|
29,879 |
|
|
|
31,312 |
|
|
Selling and administrative expenses
|
|
|
8,699 |
|
|
|
9,072 |
|
|
|
26,957 |
|
|
|
29,865 |
|
|
Total operating expenses
|
|
|
18,308 |
|
|
|
20,264 |
|
|
|
56,836 |
|
|
|
61,177 |
|
|
Income (loss) from operations
|
|
|
272 |
|
|
|
2,007 |
|
|
|
1,091 |
|
|
|
(269 |
) |
|
Interest expense, net
|
|
|
(119 |
) |
|
|
(104 |
) |
|
|
(339 |
) |
|
|
(279 |
) |
|
Other (expense) income, net
|
|
|
(2,107 |
) |
|
|
611 |
|
|
|
(429 |
) |
|
|
(2,551 |
) |
|
(Loss) income before income taxes
|
|
|
(1,954 |
) |
|
|
2,514 |
|
|
|
323 |
|
|
|
(3,099 |
) |
|
Income tax benefit (expense)
|
|
|
10,859 |
|
|
|
(590 |
) |
|
|
10,547 |
|
|
|
(819 |
) |
|
Net income (loss)
|
|
$ |
8,905 |
|
|
$ |
1,924 |
|
|
$ |
10,870 |
|
|
$ |
(3,918 |
) |
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
4.61 |
|
|
$ |
1.01 |
|
|
$ |
5.63 |
|
|
$ |
(2.06 |
) |
|
Diluted
|
|
$ |
4.61 |
|
|
$ |
1.01 |
|
|
$ |
5.63 |
|
|
$ |
(2.06 |
) |
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1,930 |
|
|
|
1,901 |
|
|
|
1,930 |
|
|
|
1,901 |
|
|
Diluted
|
|
|
1,930 |
|
|
|
1,901 |
|
|
|
1,930 |
|
|
|
1,901 |
|
Net sales by region for the three and nine months ended September 30, 2026 and 2025 were as follows (in millions, except percentages):
| |
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
| |
|
September 30,
|
|
|
September 30,
|
|
|
Region
|
|
2026
|
|
|
2025
|
|
|
2026
|
|
|
2025
|
|
|
Americas
|
|
$ |
6.0 |
|
|
|
24.1 |
% |
|
$ |
7.9 |
|
|
|
27.1 |
% |
|
$ |
21.1 |
|
|
|
27.6 |
% |
|
$ |
25.1 |
|
|
|
30.8 |
% |
|
Asia/Pacific
|
|
|
16.6 |
|
|
|
66.7 |
% |
|
|
18.8 |
|
|
|
64.4 |
% |
|
|
48.3 |
|
|
|
63.2 |
% |
|
|
49.5 |
|
|
|
60.8 |
% |
|
EMEA
|
|
|
2.3 |
|
|
|
9.2 |
% |
|
|
2.5 |
|
|
|
8.5 |
% |
|
|
7.0 |
|
|
|
9.2 |
% |
|
|
6.8 |
|
|
|
8.4 |
% |
|
Total net sales
|
|
$ |
24.9 |
|
|
|
100.0 |
% |
|
$ |
29.2 |
|
|
|
100.0 |
% |
|
$ |
76.4 |
|
|
|
100.0 |
% |
|
$ |
81.4 |
|
|
|
100.0 |
% |
Non-GAAP Financial Measures (Sales, Gross Profit and Loss from Operations in Constant Dollars)
To supplement its financial results presented in accordance with generally accepted accounting principles in the United States (“GAAP”), Mannatech discloses 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 (Loss) from Operations. It refers to these adjusted financial measures as Constant dollar items, which are non-GAAP financial measures. The company believes these measures provide investors with an additional perspective on trends. To exclude the impact of changes due to the translation of foreign currencies into U.S. dollars, it calculates 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 the actual GAAP results and the recalculated results for the current year at the Constant dollar rates.
The tables below reconcile third quarter and year-to-date 2026 Constant dollar net sales, gross profit and income from operations to GAAP net sales, gross profit and income (loss) from operations. (in millions, except percentages):
|
Three-month period ended
|
|
September 30, 2026
|
|
|
September 30, 2025
|
|
|
Constant $ Change
|
|
| |
|
GAAP
|
|
|
|
|
|
|
Non-GAAP
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
| |
|
Measure:
|
|
|
Translation
|
|
|
Measure:
|
|
|
Measure:
|
|
|
|
|
|
|
|
|
|
| |
|
Total $
|
|
|
Adjustment
|
|
|
Constant $
|
|
|
Total $
|
|
|
Dollar
|
|
|
Percent
|
|
|
Net sales
|
|
$ |
24.9 |
|
|
$ |
0.0 |
|
|
$ |
24.9 |
|
|
$ |
29.2 |
|
|
$ |
(4.3 |
) |
|
|
(14.6 |
)% |
|
Gross profit
|
|
$ |
18.6 |
|
|
$ |
0.0 |
|
|
$ |
18.6 |
|
|
$ |
22.3 |
|
|
$ |
(3.7 |
) |
|
|
(16.6 |
)% |
|
Income from operations
|
|
$ |
0.3 |
|
|
$ |
(0.1 |
) |
|
$ |
0.2 |
|
|
$ |
2.0 |
|
|
$ |
(1.8 |
) |
|
|
(90.0 |
)% |
|
Nine-month period ended
|
|
September 30, 2026
|
|
|
September 30, 2025
|
|
|
Constant $ Change
|
|
| |
|
GAAP
|
|
|
|
|
|
|
Non-GAAP
|
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
| |
|
Measure:
|
|
|
Translation
|
|
|
Measure:
|
|
|
Measure:
|
|
|
|
|
|
|
|
|
|
| |
|
Total $
|
|
|
Adjustment
|
|
|
Constant $
|
|
|
Total $
|
|
|
Dollar
|
|
|
Percent
|
|
|
Net sales
|
|
$ |
76.4 |
|
|
$ |
(0.1 |
) |
|
$ |
76.3 |
|
|
$ |
81.4 |
|
|
$ |
(5.1 |
) |
|
|
(6.3 |
)% |
|
Gross profit
|
|
$ |
57.9 |
|
|
$ |
(0.0 |
) |
|
$ |
57.9 |
|
|
$ |
60.9 |
|
|
$ |
(3.0 |
) |
|
|
(4.9 |
)% |
|
Income (loss) from operations
|
|
$ |
1.1 |
|
|
$ |
(0.1 |
) |
|
$ |
1.0 |
|
|
$ |
(0.3 |
) |
|
$ |
1.3 |
|
|
|
(433.3 |
)% |
