M A N N AT E C H
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L e t t e r t o o u r S h a r e h o l d e r s ’ . . . . . . . . . . . . . . . . . . . . . . . 2
I n f o r m a t i o n a b o u t o u r P r o d u c t s , O p e r a t i o n s ,
To o l s a n d Te c h n o l o g i e s . . . . . . . . . . . . . . . . . . . . . . . . 4
F i n a n c i a l H i g h l i g h t s . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 3
M a n a g e m e n t ’ s D i s c u s s i o n a n d A n a l y s i s . . . . . . . . . . . . . 1 4
C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s a n d F o o t n o t e s . . . . . 2 9
C o r p o r a t e I n f o r m a t i o n . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8
B o a r d o f D i r e c t o r s . . . . . . . . . . . . . . . . . I n s i d e B a c k C o v e r
M a n n a t e c h h a s o p e r a t e d f o r 1 0 y e a r s
a s a u n i q u e n e t w o r k - m a r k e t i n g c o m p a n y
g e n e r a t i n g s t r e n g t h a n d m o m e n t u m f r o m i t s
d e d i c a t i o n a n d c o m m i t m e n t t o e n h a n c i n g l i v e s
a n d e m e r g i n g a s a c u t t i n g - e d g e i n n o v a t o r i n
t h e w e l l n e s s i n d u s t r y.
Enhancing the lives of our...
Dear Shareholders,
Mannatech is celebrating its tenth anniversary. The modern anniversary gift list suggests that a
diamond is the appropriate symbol of a ten-year milestone. Mannatech believes a diamond is
especially fitting for Mannatech’s first decade with its legendary characteristics of quality, durability,
and value. Diamonds increase in value based on their cut, color, carat, and clarity. Mannatech believes
it can increase its value with proprietary products, its unique network-marketing model, planned
international expansion, and outstanding operational and financial performance. Mannatech believes
that in its short ten-year history, it has transformed itself from its infancy to a brilliantly formed
diamond shining in the wellness industry.
The wellness industry has evolved from the global outcry for a better quality of life by millions of
people. As the number of people looking for answers continues to exponentially grow, so has the
competition. Mannatech believes it has established itself as a premier provider of quality,
scientifically-based, wellness products, and is in an enviable position to capture growing market share
in the wellness industry. Throughout its brief history, Mannatech has gained strength and momentum
through the implementation of its strong business model, which includes developing proprietary,
wellness-based products; concentrating on growing its operations and its associate base;
implementing important and empowering managerial changes; strengthening its board of directors;
and continuing to focus on expansion of its market share within the wellness industry.
Mannatech believes its strong operational performance in 2003 underscores the strength and
dedication to its vision of providing “Better Solutions for Global Health.” Furthermore, Mannatech
believes the increase in its global revenues and its consolidated net income has resulted in the
improvement of its operations as compared to prior years. Mannatech’s 2003 operational performance
was accomplished, in part, through its launch in the United States of a new antioxidant product,
Ambrotose AO™, the establishment of a successful annual travel incentive for its associates, and the
implementation of Mannatech’s revamped global associate career and compensation plan.
Mannatech’s success in 2004 and beyond depends on its commitment to its business model; its
ability to be a cutting-edge innovator in the wellness industry; increasing its market share in existing
markets; expanding into additional foreign countries; and returning value to its associates and
shareholders.
In this past year, Mannatech’s domestic sales grew an impressive 19.0%, while Mannatech’s foreign
operations improved by 138.4%. Mannatech plans to open operations in South Korea in the second
half of 2004 and in Taiwan in the first quarter of 2005, and to continue its emphasis on international
growth.
Samuel L. Caster, Chairman of the Board and Chief Executive Officer
“ Mannatech’s strategy
is to enhance our
competitiveness and value
through scientific and
systems innovations that
support our associates’
ability to provide Better
Solutions for Global
Health.”
In 2004, Mannatech also plans to concentrate its product research and development efforts into
formulating and introducing new nutritional food bars, launching its new antioxidant-rich product into
its foreign operations, and continuing its ongoing validation of its laboratory testing procedures.
Mannatech is pleased to announce that the launch of Ambrotose AO™ in the United States in 2003 was
Mannatech’s second largest product launch in its ten-year history. Mannatech believes that this
product has helped place it at the cutting edge of the antioxidant arena. In the future, Mannatech will
continue its search for innovative and proprietary technology that will help formulate products to
achieve its vision of “Better Solutions for Global Health.”
In 2003, Mannatech began plans to re-architecture its global information technology systems. In
2004, Mannatech plans to allocate significant resources to develop its new global, back-office,
technologically advanced operational systems with a new multi-faceted financial and reporting
package. This technology driven system will take over two years to develop and implement, but will
allow Mannatech the ability to expedite international growth and further develop its operational
processes and analysis, as well as broaden the scope and functionality of its financial reporting
system. This planned technological advancement is expected to be completed in phases from early
2005 to late 2006 with a cost of between $6 million and $8 million.
In summary, new product development, new business system capabilities, and newly introduced
associate incentive and compensation programs will be the driving force behind Mannatech’s growth
in the future. Mannatech hopes these factors will also continue to spur growth of its associates and
members. Associates and members purchasing packs and products over the last 12 months have
increased by 32% to approximately 264,000 and continues to trend upward. Mannatech believes this
upward trend is a significant indicator for Mannatech’s future success because its associates are the
life-blood of the company.
As founder, chairman and chief executive officer of Mannatech, I am overwhelmed with a sense of
gratitude for our past, and a belief and faith in our future, which is guided by my passion to enhance
the lives of our shareholders, associates, members, and customers.
Sincerely,
Samuel L. Caster
Chairman and Chief Executive Officer
...associates and shareholders
A cutting-edge leader
and innovator...
With the precision of a perfectly cut diamond, Mannatech develops naturally–based,
proprietary products that help support good cell-to-cell communication and are believed
to play a key function in the pursuit of optimal health. Mannatech was founded in 1993 and
began operations in 1994, with the introduction of three products that focused on optimal
health. Since then, Mannatech expanded and transformed its offerings into 32 quality-
driven, proprietary products. With over ten years of innovation, experience and
dedication, Mannatech believes it continues to develop quality-driven proprietary
ingredients, including the following:
• Ambrotose® Complex, Mannatech’s proprietary glyconutritional complex used
in the majority of its products;
• Ambroglycin™, Mannatech’s mineral/glyconutrient bonded matrix used in
Glycentials™ and Catalyst; and
• MTech AO Blend ™, Mannatech’s proprietary, patent-pending, synergistic,
antioxidant blend used in Ambrotose AO™, which is formulated to support
overall health and assist in the fight of harmful free radicals caused by oxidative
stress.
With its strategic alliances and business model in place, Mannatech remains strongly
committed to contributing research-driven accomplishments in the world of optimal
health and wellness. Mannatech believes its innovative products are on the cutting-edge
of the wellness industry and vows to continue its strong commitment to provide
technologically and scientifically advanced products. In 2004, Mannatech plans to focus
on validating its compliance with newly introduced Good Manufacturing Practice
regulations in Canada and the Therapeutics Goods Advertising Code in Australia, while
preparing for additional regulations to be introduced in the United States. In 2004,
Mannatech also plans to reformulate its nutritional food bars to include a more complete
array of essential nutrients. In addition, Mannatech plans to launch its antioxidant
product, Ambrotose AO™, which was recently launched in the United States, into its
existing foreign operations, as well as introduce some of its most popular products in
South Korea and Taiwan and in 2005, Mannatech plans to continue with researching new
products and strategies. Mannatech believes that throughout its ten-year history it has
evolved from an unnoticed diamond in the rough in the wellness industry into a well
polished, industry-setting leader.
(l-r): Eileen Vennum, Senior Vice President of Research and Development Administration
Bill H. McAnalley, Ph.D., Senior Vice President of Research and Product Development
and Chief Science Officer
Jeffrey P. Bourgoyne, Senior Vice
President Supply Chain and
Associate Care
“Mannatech’s products
are on the cutting edge,
from their discovery and
formulation to their
procurement and
delivery.”
...in the wellness industry
A multi-carat,
heavy-hitter in the ...
Just as a diamond’s value is increased by its carat weight, one of Mannatech’s
strategies is to increase its value by increasing its market share through international
expansion. Mannatech’s vision statement, “Better Solutions for Global Health,”embodies
its commitment to finding the best technologies for achieving optimal health and its
strategy to successfully build a global distribution model. Mannatech prides itself on
extensive research in identifying the best markets that would likely embrace natural
technologies for optimal health delivered in a network-marketing environment. Through
this strategy, Mannatech has successfully gained market share in five countries outside
the United States including the following:
• Canada in 1996,
• Australia in 1998,
• United Kingdom in 1999,
• Japan in 2000; and
• New Zealand in 2002.
Mannatech’s existing foreign operations experienced healthy growth in 2003 by
increasing its net sales from foreign operations by 138.4%. Mannatech expects its foreign
operations to continue to grow in 2004 and eagerly anticipates its launches into South
Korea in the second half of 2004 and Taiwan in the first quarter of 2005. Mannatech’s
business model includes plans to launch new operations into a new market every 12 to 15
months. This strategy will provide the basis for Mannatech’s planned market share
growth, while continuing to develop the concept of “hub” expansion into surrounding
markets. Mannatech also intends to increase its market share by continuing global
expansion of its customer base and continuing to introduce fresh and innovative, science-
based, proprietary products.
Finally, Mannatech believes the growth of available customers in the wellness industry,
coupled with its strategy for continued international expansion will support its vision.
Mannatech believes its associates around the globe will join together to introduce
Mannatech’s products and opportunities to the world, resulting in increased value for its
associates and its shareholders.
(l-r): Eric Vill, United Kingdom General Manager
George Howden, Australia General Manager
Tatsuya Ogami, Japan General Manager
John F. Crowley, President of International
Operations
“ International operations
continue to play an integral
role in our business model,
with operations in five
countries outside the
United States and plans
for further international
expansion in the
coming years.”
...global wellness industry
A unique multi-colored...
While the brilliance of a diamond is defined by its color, the brilliance of Mannatech
is defined by the technologically superior support it provides to its network-marketing
associates. Mannatech uses a well-defined network-marketing approach to educate
consumers about its unique and proprietary products, as well as the science behind
its products. Mannatech prides itself on developing technological innovations that
effectively enable its associates to market its products and build their businesses.
Mannatech’s network-marketing concept strategically allows its independent
associates and members, located around the world, to access a well-rounded array of
marketing and educational materials using several different platforms. Some of
Mannatech’s recent technological innovations and tools include the following:
• GlycoScience.org, an award winning, science-based internet site that
provides rational and fundamental education, including ingredient
definitions and a full array of science-based articles;
• Success Tracker™, an integrated internet business tool that allows
associates to optimize their business by offering real time information;
• Global associate career and compensation plan, which focuses on paying
commissions and incentives to qualified associates as a reward for their
business-building activities; and
• E-commerce platform, a multi-faceted web-based set of tools and
techniques supported by a host of electronic platforms for ordering,
customer support, and information gathering.
Mannatech believes the innovations in its tools, web sites, associate business-
building systems, and its seamless global associate career and compensation plan
has helped establish its reputation in the network-marketing industry as a progressive
and responsive company that focuses on the needs of its associates. With the
planned re-architecture of its back-office systems, Mannatech believes it will continue
to improve its ability to service its associates and customers in more innovative and
practical ways.
(l-r): Cynthia L. Tysinger, Senior Vice President and Chief Information Officer
Steven W. Lemme, Senior Vice President of Sales and Marketing
“ Mannatech technologies
provide cutting-edge
services and solutions to
help our customers and
independent associates
realize their dreams.”
...network-marketing strategy
The future is shining...
Mannatech believes its strong operational performance in 2003 reflects the clarity of a
company that is becoming a dynamic industry leader. It is fitting that on its tenth
anniversary, Mannatech shipped its ten-millionth order, reported record-breaking sales for
the company of $191 million and reported earnings per share of $0.34 per share. In 2003,
Mannatech also experienced an increase of 64,000 associates and members globally
purchasing Mannatech’s products over the last 12 months as compared to 2002. The
convergence of these figures helped Mannatech achieve a 35.6% increase in its
consolidated net sales and a 365.5% increase in its consolidated net income as compared
to the prior year. In addition, Mannatech is also pleased that its operations have reported
year-over-year growth in revenues and are increasing the number of associates and
members purchasing Mannatech’s products as compared to the prior year. Mannatech
believes this evidence helps substantiate that Mannatech is successfully responding to
the needs of the marketplace.
Mannatech believes that similar to the clarity of a diamond that makes it sparkle, several
events helped Mannatech shine in its industry during in 2003, including the following:
• management changes to refresh Mannatech’s passion and direction, including
having Samuel Caster, its Chairman and co-founder, take over the strategic role
of Chief Executive Officer;
• strengthening Mannatech’s board of directors by electing Gerald Gilbert and
appointing Patricia Wier as additional independent directors;
• successfully tapping into the antioxidant market with the introduction of its new
product, Ambrotose AO™; and
• returning value to its associates and shareholders.
Mannatech believes its goal of returning value to its associates and shareholders is
being achieved through its steady report of solid growth throughout 2003 in both its
domestic and foreign markets and by declaring a $0.10 per common share cash dividend
for its shareholders of record on February 20, 2004. Mannatech intends to remain at the
forefront of the wellness industry through planned expansion into new foreign markets;
growing its existing market share in both its domestic and foreign operations; introducing
new technological advances and innovations for its products, marketing materials, and
operations; and continuing its efforts to heavily scrutinize its operations.
(l-r): Terry L. Persinger, President and Chief Operating Officer
Bettina S. Simon, Senior Vice President, General Counsel and Corporate Secretary
Stephen D. Fenstermacher, Senior Vice President and Chief Financial Officer
“ The Mannatech business
model focuses on the full
spectrum of corporate
responsibility, including
finance, operations,
regulatory and legal
compliance, with the aim
of building value for our
independent associates
and valued shareholders.”
...brilliantly clear
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Selected Financial Data
The Selected Financial Data set forth below for each of the five years ended December 31, 2003 have been derived from and
should be read in conjunction with (A) Mannatech’s Consolidated Financial Statements and related notes and (B) “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” set forth in this report.
Consolidated Statement of Income Data:
Net sales
Gross profit
Income (loss) from operations
Income (loss) before cumulative effect of
accounting change
Cumulative effect of accounting change (1)
Net income (loss)
Earnings (Loss) Per Common Share:
Basic
Diluted
Weighted-Average Common Shares Outstanding:
Basic
Diluted
Other Financial Data:
Capital expenditures (2)
Dividends declared per common share
Consolidated Balance Sheet Data:
Total assets
Long-term obligations, excluding current portion
Year ended December 31,
1999
2000 (3)
2001(4)
2002
2003 (5)
(in thousands, except per share amounts)
$179,730
$ 77,033
$ 16,081
$150,006
$ 61,175
($ 8,439)
$128,736
$ 53,218
($ 3,924)
$140,948
$ 57,172
$ 2,978
$191,019
$ 80,558
$ 11,592
$ 10,788
—
$ 10,788
($ 7,139)
210)
(
($ 7,349)
($ 3,660)
—
($ 3,660)
$ 1,888
—
$ 1,888
$ 8,790
—
$ 8,790
$ 0.45
$ 0.43
($
($
0.30)
0.30)
($
($
0.15)
0.15)
$ 0.08
$ 0.07
$ 0.34
$ 0.34
24,133
25,224
24,946
24,946
24,730
24,730
25,135
25,265
25,494
26,175
$ 3,243
$ 0.06
$ 4,109
$ —
$ 1,316
$ —
$ 1,008
$ —
$
932
$ —
$ 44,779
325
$
$ 38,902
$ 527
$ 33,143
950
$
$ 34,816
$ 158
$ 60,023
497
$
(1) Cumulative effect of accounting change is the result of Mannatech adopting Staff Accounting Bulletin No. 101 “Revenue Recognition in Financial Statements”
retroactively to January 1, 2000.
(2) Capital expenditures include assets acquired through capital lease obligations of $25 in 2002 and $40 in 2003.
(3) Mannatech recorded severance charges of $1.2 million related to the resignation of certain employees including its Chief Information Officer and Chief Operating
Officer of its international operations.
(4) Mannatech recorded severance charges of $3.4 million related to the resignation of certain executive officers including Mr. Cobb, Ms. Varner and Mr. Fioretti.
(5) Mannatech recorded severance charges of $2.0 million related to the resignation of Mr. Henry, its former Chief Executive Officer, and Mr. Wayment, its former Senior
Vice President of Marketing, as well as other employees. In addition, Mannatech recorded non-cash accounting charges of $1.5 million related to modifying the
terms of former employees stock options.
13
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to assist in the understanding of Mannatech’s consolidated financial position and its results
of operations for each of the three years ended December 31, 2001, 2002, and 2003. This discussion should be read in conjunction
with the Consolidated Financial Statements and related Notes of this report and with other financial information included elsewhere in
this report. Unless stated otherwise, all financial information presented below, throughout this report, and in the consolidated financial
statements and related notes includes Mannatech and all of its subsidiaries on a consolidated basis.
Company Overview
For over a decade, Mannatech has developed innovative, high-quality, proprietary nutritional supplements, topical products, and
weight-management products that are sold through a global network-marketing system throughout the United States, Canada,
Australia, the United Kingdom, Japan, and New Zealand. New Zealand began operations on June 10, 2002 and is serviced by
Mannatech’s Australian subsidiary. Mannatech plans to open operations in South Korea in the second half of 2004 and in Taiwan in
the first quarter of 2005.
Mannatech operates as a single segment and primarily sells its products through a network of approximately 264,000 associates
and members who have purchased Mannatech’s packs and products within the last 12 months. Mannatech aggregates its operating
segments because it believes it operates as a single reportable segment selling its nutritional supplements in similar distribution
channels in each of its operations. Mannatech’s management reviews its financial information in each country by pack sales and by
product sales. Each of Mannatech’s operations sells primarily the same products and possesses similar economic characteristics,
such as similar gross margins. For the year ended December 31, 2003, Mannatech’s foreign operations accounted for approximately
one-third of its consolidated net sales, whereas in the same period in 2002, its foreign operations accounted for approximately one-
fourth of its consolidated net sales. Consolidated net sales by country in dollars and as a percentage of consolidated net sales for the
years ended December 31, 2003, 2002, and 2001 are as follows:
Net Sales in Dollars and as a Percentage of Consolidated Net Sales
(in millions)
2003
2002
2001
2003
2002
2001
United States
$127.8
$105.0
$ 99.3
United States
67.0%
74.5%
77.1%
Canada
$16.7
$16.4
$18.1
Canada
8.7%
11.6%
14.1%
Australia United Kingdom
$15.6
$ 6.6
$ 4.4
$5.0
$1.6
$1.2
Australia United Kingdom
8.2%
4.7%
3.4%
2.6%
1.1%
1.0%
Japan
$18.6
$ 9.0
$ 5.7
Japan
9.7%
6.4%
4.4%
Total
New Zealand
$191.0
$7.3
$2.3
$140.9
$ — $128.7
New Zealand
Total
3.8% 100.00%
1.7% 100.00%
—% 100.00%
Mannatech derives its revenues from sales of its products, sales of its starter and renewal packs, and from shipping fees and
defers the recognition of its revenues until its customers receive their shipment. Substantially all of its product sales are sold to
independent associates at published wholesale prices, sold to members at discounted published retail prices, or sold to customers at
published retail prices. Mannatech believes the vast majority of its product sales are for personal consumption; however, Mannatech
cannot distinguish its personal consumption sales from its other sales because it has no involvement in its products after delivery
other than usual and customary product returns.
Mannatech periodically changes its starter and renewal packs to meet current market demands. Each of Mannatech’s starter and
renewal packs includes some combination of its products and promotional materials and entitles associates and members to
published discounts related to Mannatech’s retail prices. Mannatech tries to offer comparable packs in each country in which it does
business; however, because each country has different regulatory guidelines, not all of Mannatech’s packs can be offered in all
countries.
Mannatech attributes the improvement in its sales and operations to the following:
• completing the launch of its revamped global associate career and compensation plan in September 2002;
• launching various new incentives including annual travel incentives;
• implementing a 4% price increase for certain wholesale and retail sales prices in September 2002;
• appointing Samuel Caster, one of its founders and Chairman, as Chief Executive Officer; and
• introducing three new products – Ambrotose AO™, GI-Pro™ and GI-Zyme™ into various markets.
14
Mannatech believes that its revamped global associate career and compensation plan and its annual travel incentive program
contributed to an increase in the number of independent associates, as reflected by the 33.6% increase in its pack sales for the year
ended December 31, 2003. Mannatech believes its annual travel incentive program helps increase the number of independent
associates purchasing its products and is also a motivational vehicle for attracting and retaining independent associates. Mannatech’s
annual travel incentive usually has a qualification period of between four- to seven-months, during which independent associates
qualify for the annual travel incentive by earning points primarily on the sales of high dollar packs and product purchases. Under its
annual travel incentive program, Mannatech requires its associates to maintain their associate position and prohibits the subsequent
return of any qualifying packs or products, except in exchange for like-kind products and packs.
Mannatech believes its future success on increasing its net sales is dependent on the following factors:
• continuing its product development strategy, which includes continuing to enhance its existing proprietary products and
introducing new products, such as the recent launch of its new antioxidant product, Ambrotose AO™, in the United States in
September 2003 and its new digestive products, called GI-Zyme™ and GI-Pro™, which were launched in the United Kingdom
in September 2003, and in the United States and Canada in December 2003;
• continuing its planned international expansion; and
• continuing to attract and retain associates who routinely purchase its products by introducing new incentives and refining
existing commissions and incentives.
In 2004, Mannatech will primarily focus on registering its Ambrotose AO™ product in its existing foreign markets and begin
registering its most popular products in South Korea and Taiwan. Mannatech also plans to improve its nutritional food bars to include
a more complete array of essential nutrients, and to continue its ongoing research of new products and product strategies for 2005.
Cost of sales consists of products purchased from third-party manufacturers, costs of promotional materials sold to
Mannatech’s independent associates, freight, and provisions for slow moving or obsolete inventories. Mannatech’s inventory turnover
ratio improved from 3.5 in 2002 to 4.6 in 2003. Mannatech’s sales mix of products and packs affects its cost of sales and gross profit
differently because its products sold have a higher gross margin than its gross margins on its packs sold. Mannatech’s sales mix can
be influenced by the following:
• changes in Mannatech’s commission and incentive programs;
• changes in its sales prices;
• changes in consumer demand;
• changes in competitors’ products;
• changes in economic conditions;
• changes in regulations;
• announcements of new scientific studies and breakthroughs;
• introduction of new products; and
• discontinuation of existing products.
Commissions and incentives are dependent on the sales mix and typically range between 40% to 45% of net sales.
Commissions and incentives are paid to Mannatech’s independent associates in accordance with its global associate career and
compensation plan based on commissionable net sales, which consist of finished products and pack sales. Mannatech’s commission
and incentive program calculates commissions and incentives based on the following criteria:
• an associate’s placement and position within Mannatech’s overall global plan;
• the volume of an associate’s direct and indirect commissionable sales; and
• an associate’s achievement of certain sales levels.
Mannatech’s global associate career and compensation plan allows new and existing independent associates to build their
individual global networks by expanding their existing downlines into newly formed international markets rather than requiring
independent associates to establish new downlines to qualify for commissions and incentives within each new country.
Periodically, Mannatech offers new travel incentives and contests, which are designed to stimulate both its pack and product
sales. In the first quarter of 2003, Mannatech launched a travel incentive for its independent associates called “Sun and Salsa in 2003.”
Approximately 750 of Mannatech’s independent associates qualified for a trip for two to Cancun, Mexico. This incentive cost
Mannatech approximately $2.2 million. Mannatech ran a similar travel incentive contest in 2002, and in 2004 announced its 2004
travel incentive contest, which is a 5-day cruise for two in the Caribbean. The 2004 travel incentive allows independent associates who
achieve certain sales levels from February 28, 2004 through June 8, 2004 to qualify for this trip incentive. Mannatech anticipates that
approximately 750 to 850 of its independent associates will qualify for this trip incentive at an estimated cost to Mannatech of between
$2.2 million and $2.7 million.
15
Operating costs consist of selling and administrative expenses, other operating expenses, severance charges related to the
resignation of former employees, and non-cash accounting charges related to stock options and warrants held by former executives.
The severance charges relate to Mannatech’s contractual employment obligations, which were all associated with the resignation of
various former executives and employees in 2001and in 2003. In 2001, severance charges arose from the resignation of Mr. Patrick
Cobb, Mannatech’s former Chief Financial Officer of International Operations, Mr. Anthony Canale, its former Chief Operating Officer
of International Operations. These moves were initiated in order to revamp Mannatech’s international operations. In addition, in 2001,
certain members of Mannatech’s core management team resigned, including Ms. Deanne Varner, its General Counsel and Mr. Charles
Fioretti, its former Chief Executive Officer and Chairman. In 2003, Mannatech incurred additional severance charges related to the
resignation of Mr. Robert Henry, its former Chief Executive Officer, who replaced Mr. Fioretti in 2001, and Mr. Brad Wayment, its former
Senior Vice President of Marketing, along with four other employees.
Critical Accounting Policies and Estimates
In response to SEC Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies,”
Mannatech has identified certain policies that are important to the portrayal of its consolidated financial condition and consolidated
results of operations. These policies require the application of significant judgment by Mannatech’s management. Mannatech
periodically analyzes the need for certain estimates, including the need for such items as inventory reserves, impairment of long-lived
assets, tax valuation allowances, provisions for doubtful accounts, revenue recognition, sales returns, accounting for stock options,
contingencies and litigation. Mannatech bases any estimates needed on its historical experience, industry standards, and various other
assumptions that may be reasonable under the circumstances. Mannatech cautions its readers that actual results could differ from
its estimates under different assumptions or conditions. If circumstances change relating to the various assumptions or conditions
used in such estimates Mannatech could experience an adverse effect on its consolidated financial condition, changes in financial
condition, and results of operations. Mannatech’s critical accounting policies at December 31, 2003 include the following:
Inventory Reserves. Mannatech’s inventory carrying value is reviewed and compared to the fair market value of its inventory
and any inventory value in excess of fair market value is written down. In addition, Mannatech reviews its inventory for obsolescence
and any inventory identified as obsolete is reserved or written off. Mannatech’s determination of obsolescence is based on
assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. If
actual sales or management plans are less favorable than those originally projected by management, additional inventory reserves or
write-downs may be required. Mannatech’s inventory value at December 31, 2003 was $7.9 million and includes an inventory reserve
of $0.2 million.
Asset Impairment. Mannatech reviews the book value of its property and equipment for impairment whenever an event or
change in circumstances indicates that the net book value of an asset or group of assets may be unrecoverable. Mannatech’s
impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated
carrying value. Mannatech believes its expected future cash flows approximate or exceed its net book value. However, if circumstances
change and the net book value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest
charges), Mannatech would have to recognize an impairment loss to the extent the net book value of an asset exceeds its fair value.
At December 31, 2003, the net book value of Mannatech’s property and equipment was $5.5 million.
Tax Valuation Allowances.Mannatech evaluates the probability of realizing the future benefits of any of its deferred tax assets
and records a valuation allowance when it believes a portion or all of its deferred tax assets may not be realized. If Mannatech is unable
to realize the expected future benefits of its deferred tax assets, it would be required to provide an additional valuation allowance. As
of December 31, 2003, Mannatech recorded total deferred tax assets of $5.3 million and recorded a valuation allowance of $2.3
million.
Deferred Revenues.Mannatech defers all of its revenue until its customers receive their shipments. Mannatech also defers a
portion of its revenue from the sale of its starter and renewal packs because of a one-year magazine subscription offered in some of
its packs. In addition, Mannatech defers the portion of revenue from each pack that exceeds the total average wholesale value of all
individual components included in such packs. Mannatech amortizes its deferred revenues associated with its magazine subscriptions
and the excess amount over the total average wholesale value of the individual components in the packs over twelve months. Although
Mannatech has no immediate plans to significantly change the contents of its packs or its shipping methods, any such changes in the
future could result in additional revenue deferrals or could cause Mannatech to recognize its deferred revenue over a longer period of
time.
16
Software Capitalization. Mannatech capitalizes salaries and consulting fees related to the development of certain qualifying
internally-developed software applications including: GlycoScience.org, a scientific and educational web database and Success
Tracker™, a web-based training and marketing tool for its independent associates. Mannatech amortizes such qualifying costs over its
estimated useful life of the software application, which is either three or five years. If accounting standards change or if the capitalized
software becomes obsolete, Mannatech may be required to write-off its capitalized software or accelerate its amortization period. As
of December 31, 2003, Mannatech’s capitalized software had a remaining net book value of $0.3 million. Mannatech anticipates
capitalizing a portion of its salaries and consulting fees associated with developing and implementing its new global back office systems
in 2004 and 2005.
Accounting for Stock-Based Compensation. Currently, Mannatech follows Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (“APB 25”) and its related interpretations for stock options granted to employees and
members of its board of directors. Under the recognition and measurement principles of APB 25, Mannatech is not required to
recognize any compensation expense unless the market price of the stock exceeds the exercise price on the date of grant or the terms
of the grant are subsequently modified. The Financial Accounting Standards Board has recently indicated that it expects to issue a
proposal to change the recognition and measurement principles for equity-based compensation granted to employees and board
members. The proposed rules could be implemented as early as the end of the 2004 calendar year. Under the proposed rules,
Mannatech would be required to recognize compensation expense related to stock options granted to employees and board members
after December 15, 2004. The compensation expense would be calculated based on the expected number of options expected to vest
and would be recognized over the stock options’ vesting period. If this proposal is passed, Mannatech would be required to recognize
compensation expense related to stock options granted to its employees or board members, which could have a material effect on its
consolidated financial condition and results of operations.
Results of Operations
The following table summarizes Mannatech’s consolidated operating results as a percentage of net sales for each of the years
indicated:
Net sales
Cost of sales
Commissions and incentives
Gross profit
Operating expenses:
Selling and administrative expenses
Other operating costs
Severance expenses related to former executives
Income (loss) from operations
Interest income
Other income (expense), net
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Year ended December 31,
2001
100.0%
18.3
40.4
41.3
23.9
17.8
2.7
(3.1)
0.2
—
(2.9)
0.1
(2.8)%
2002
100.0%
17.3
42.1
40.6
23.3
15.2
—
2.1
0.2
0.1
2.4
(1.1)
1.3%
2003
100.0%
16.1
41.7
42.2
20.9
14.1
1.0
6.2
0.2
0.4
6.8
(2.2)
4.6%
17
Historical Results for the Years 2001, 2002, and 2003
Net Sales
Pack sales
Product sales
Other, including freight
Total net sales
For the twelve months ended December 31,
Percentage change
2001
$ 19.5
102.4
6.8
$128.7
2002
(in millions)
$ 29.2
105.5
6.2
$140.9
2003
2002 over 2001
2003 over 2002
$ 39.0
144.3
7.7
$191.0
49.7%
3.0
(8.8)
9.5%
33.6%
36.8
24.2
35.6%
Mannatech net sales have increased year-over-year in all countries. The dollar increase consisted of increases in both pack sales
and product sales. Pack sales directly relate to new and existing associates and members who purchase Mannatech’s products.
Therefore, as Mannatech’s pack sales increase, product sales usually increase; however, there is not a direct correlation between the
increase in the number of new associates and members and the amount of the increase in product sales because associates and
members consume different products and may have different consumption levels.
For the fourth quarter of 2003, Mannatech’s quarterly pack sales increased to $10.1 million from $7.4 million for the fourth quarter
of 2002. This increase primarily resulted from an increase of 34,000 new independent associates and members during the fourth
quarter of 2003, which increased the total new associates and members within the 12 months ended December 31, 2003 to 134,000.
In the fourth quarter of 2002, Mannatech increased the number of new independent associates and members by 25,000, which
increased the total new associates and members within the 12 months ended December 31, 2002 to 91,000. The number of new and
continuing independent associates and members who purchased Mannatech’s products by year, within the last 12 months is as
follows:
Associates and Members
New
Continuing
Total
For the year ended December 31,
2001
2002
2003
66,000
126,000
192,000
34.4%
65.6%
100.0%
91,000
109,000
200,000
45.6%
54.4%
100.0%
134,000
130,000
264,000
50.8%
49.2%
100.0%
Pack Sales.Overall, pack sales increased $9.7 million in 2002, as compared to 2001 and increased $9.8 million in 2003, as
compared to 2002. These increases were primarily related to changes in the mix of new and existing associates and members. In
2002, new associates and members contributed to an increase in pack sales of $8.0 million, as compared to 2001. In 2003, new
associates and members contributed to an increase in pack sales of $10.6 million, as compared to 2002. Mannatech believes the
increase in the number of new associates and members over the past few years resulted from changes to its revamped global
associate and career plan, introducing new incentives, contests and products, and recent management changes.
In 2002, associate retention levels decreased by 17,000, but increased overall pack sales by $1.7 million as compared to 2001.
Mannatech believes the 2002 decrease in the number of retained associates was partially due to associates’ initial perception of the
2001 management changes and the uncertainties surrounding the announcement, by Mannatech, of its plans to revamp its global
associate career and compensation plan compounded by a general downward turn in the overall economy.
In 2003, Mannatech reversed the 2002 decrease in associate retention levels by increasing the number of retained associates and
members by 21,000. However, in 2003, changes in renewal policies contributed to a decrease in overall pack sales by ($0.8 million)
as compared to 2002. Mannatech believes the increase in the number of retained associates and members is the result of
implementing its global associate career and compensation plan and associates fully understanding the benefits of the changes to the
plan, as well as associates accepting Mannatech’s recent management changes and overall direction of the company, including plans
for international expansion. The dollar decrease of ($0.8 million) in 2003 was the result of changes in the overall requirements for
retaining associate status, as defined in Mannatech’s revamped global associate career and compensation plan. Under the revamped
plan, lower-level associates automatically renew their associate status without having to actually purchase an annual renewal pack.
However, Mannatech’s global associate career and compensation plan continues to require its higher-level associates, known as
business builders, to purchase an annual renewal pack, which includes updated policies and procedures and various new or updated
business-building materials. Mannatech believes the overall changes related to renewing associates helped entice personal
consumption associates to continue to purchase Mannatech products, which resulted in an increase in the number of associates and
members purchasing products in 2003.
18
Product Sales.Mannatech’s product sales have increased year-over-year in all countries. The increase between the years resulted
from new product launches, an increase in sales volume sold, and a 4% price increase implemented in September 2002 for certain
of its finished goods. This price increase increased net product sales by approximately $1.4 million in 2002, as compared to 2001 and
further contributed to an additional increase in product sales of $5.2 million in 2003.
In September 2003, Mannatech launched three new products, including its United States launch of a new antioxidant product
called Ambrotose AO™. New products increased product sales in 2003 by approximately $5.8 million as compared to 2002, of which
$4.5 million related to new product sales in the fourth quarter of 2003. Mannatech did not launch any new products in 2002. In 2004,
Mannatech plans to improve its Mannabars and plans to continue to develop additional new products and strategies in 2005.
Development of a quality, innovative product is time consuming and may take over a year to develop and bring to market.
Changes in existing product sales relate to increases in sales volume as compared to prior years. In 2002, the increase in existing
products sales was $1.7 million as compared to 2001. The increase in existing products sales was $27.8 million in 2003, as compared
to 2002. The increase in existing product sales related to the increase in pack sales, which was spurred by an increase in the number
of new and existing associates and members purchasing Mannatech products.
Other Sales.Other sales primarily consist of freight revenue charged to associates and members and is a direct result of the
increase in pack and product sales.
Cost of Sales
Cost of sales primarily increased as a result of the increase in volume of packs and products sold. However, cost of sales as a
percentage of net sales generally remained consistent between years. Cost of sales in 2002 compared to 2001, included a 0.2%
favorable impact on Mannatech’s gross margin due to the sales price increase implemented in September 2002. This favorable impact
was completely offset in 2002 by a higher mix of pack sales to product sales. In 2003, the September 2002 sales price increase
continued to generate a favorable impact on Mannatech’s gross margin. In addition, the shift in product and pack mix sold toward a
larger volume increase in product sales in 2003 favorably impacted Mannatech’s gross margin.
Inventory write-offs and reserves do not have a significant impact on Mannatech’s cost of sales. However, in 2001, Mannatech’s
foreign operations recorded inventory write-offs of $1.2 million, which was primarily related to a decrease in sales from prior years,
which contributed to the write-off of inventories that were approaching their expiration dates. In 2002 and 2003, Mannatech recorded
a provision for inventory write-offs of $0.1 and $0.2 million, respectively. The provision primarily relates to discontinued promotional
materials and normal spoiled or damaged products.
Commissions and Incentives
Commissions and incentives correlate to the mix between pack and product sales and generally range between 40% and 45%
of consolidated net sales. In both 2002 and 2003, the volume of sales increased and the mix in sales changed. The mix in sales
consists of both product and pack sales. The majority of dollar commission and incentive payments are attributable to product sales.
In 2002, Mannatech’s volume of net sales shifted toward pack sales as compared to 2001. In 2003, Mannatech’s volume of net
product sales increased more than the increase in pack sales as compared to 2002. This shift in 2003 is reflected in the change in
commissions as a percentage of net sales. The increase and mix of sales were impacted by various factors as previously discussed
above, including revamping Mannatech’s global career and compensation plan and introducing various incentives, including an annual
travel incentive.
Gross Profit
Gross profit decreased in 2002 compared to 2001, primarily as a result of revamping the global associate career and
compensation plan and implementing various incentives and contests including an annual travel incentive. Mannatech anticipates that
the implementation of such changes to its commissions and incentives will help increase its net sales and the number of new and
existing associates purchasing packs and products in future periods. The changes in commission and incentives implemented in 2002
and further stabilization of Mannatech’s operations helped increase the number of associates and members purchasing products,
which favorably impacted Mannatech’s gross profit in 2003.
19
Selling and Administrative Expenses
Selling and administrative expenses include a combination of both fixed and variable expenses and consist of compensation and
benefits of employees, contract labor, outbound shipping and freight, and marketing-related expenses, such as monthly magazine
development costs and hosting Mannatech’s corporate-sponsored events.
In 2002, selling and administrative expenses increased by $2.0 million as compared to 2001. Selling and administrative expenses
further increased by $7.2 million in 2003, as compared to 2002. The dollar changes in selling and administrative expenses primarily
consist of compensation related costs, marketing expenses, out-bound freight and third-party distribution costs. Selling and
administrative expenses as a percentage of net sales decreased from 23.9% in 2001 to 23.3% in 2002, and then further decreased
to 20.9% in 2003. The decrease in selling and administrative expenses as a percentage of net sales in 2002 and 2003 was primarily
due to Mannatech’s ability to control and curtail fixed costs.
Overall compensation related costs increased in 2002 by $2.1 million as compared to 2001 and further increased by $3.5 million
in 2003, as compared to 2002. In 2002, the $2.1 million increase was composed of an increase of $0.8 million in executive bonuses
and a $1.3 million increase in wages and benefits. The 2002 increase in bonuses was a result of improving Mannatech’s operating
results for the year. In 2002, Mannatech terminated its contracts with third party providers who provided Mannatech’s foreign
operations’ with order processing and customer services functions and hired employees for its foreign operations order processing
and customer service departments, which resulted in an increase in wages and benefits for 2002. The 2002 wage and benefit increase
also included cost of living raises and hiring additional employees in its domestic operations. In 2003, the $3.5 million increase in
compensation related costs was composed of an increase in employee and executive bonuses of $1.6 million and an increase of $2.1
million in wages and benefits. The 2003 wage and benefit increase consisted of hiring additional personnel and cost of living raises.
This increase was partially offset by a decrease in temporary and contract labor of ($0.2 million) due to hiring some of Mannatech’s
ongoing contractors as employees in its domestic operations to support the increase in net sales and planned expansion.
Marketing related expenses decreased in 2002 by ($0.3 million) as compared to 2001, but increased by $1.3 million in 2003 as
compared to 2002. In 2002, Mannatech revamped its strategy regarding its corporate-sponsored events and reduced the number of
corporate-sponsored events, which helped reduce its overall marketing expense. In 2003, marketing related expenses increased as a
result of net sales increasing and because Mannatech increased the costs per corporate-sponsored event to enhance the quality of
each event and implemented certain enhancements to its corporate-sponsored magazines. The enhancements included visual
changes to the look of its magazines and additional quality-driven articles about the science of its products, industry trends, and new
or enhanced marketing techniques.
Out-bound freight and third party distribution costs increased in 2002 by $0.2 million as compared to 2001 and further increased
in 2003 by $2.4 million as compared to 2002 primarily due to the increase in net sales. Out-bound freight and third party distribution
costs are directly related to the change in volume and mix in net sales. In 2002, out-bound freight increased $0.4 million, which related
to the increase in sales volume, partially offset by the sales mix shifting toward pack sales and reducing third-party distribution costs
in Japan by ($0.2 million). The shift in sales mix in 2002 toward pack sales partially offset the increase in outbound freight due to the
increase in net sales. In 2003, out-bound freight increased $1.7 million and third-party distribution costs increased $0.7 million. The
increases in 2003 relate to an additional increase in volume of net sales and a shift in sales mix toward product sales.
Other Operating Expenses
Other operating expenses include utilities, depreciation, travel, consulting fees, professional fees, office expenses, printing-
related expenses, off-site storage fees, and other miscellaneous operating expenses. In 2002, other operating expenses decreased by
($1.5 million) as compared to 2001, but increased by $5.5 million in 2003, as compared to 2002. The dollar change in other operating
expenses primarily consisted of changes in travel, consulting fees, third party contractors related to its international operations,
depreciation, and various operating costs. Other operating expenses as a percentage of net sales decreased from 17.8% in 2001, to
15.2% in 2002 and further decreased to 14.1% in 2003. The decrease in other operating expenses as a percentage of net sales in
2002 and 2003 was primarily due to Mannatech’s ability to control and curtail fixed costs.
20
For the years ended December 31, 2001, 2002, and 2003, other operating expenses also included non-cash accounting charges.
In 2001, the non-cash accounting charge related to the variable accounting treatment of certain stock options issued to Ms. Varner
and Mr. Cobb and warrants issued to Mr. Canale, three former executives who resigned in 2001. The stock options and warrants were
issued in 2001 to replace stock options held by former executives that would have expired with such executive’s resignation. The
quarterly non-cash variable accounting charge was recorded as the change between the fair market price of the stock options and
warrants multiplied by the number of stock options and warrants available to the former executives. In 2002, Mannatech recorded a
non-cash variable accounting benefit related to stock options and warrants issued in 2001 to former employees of approximately
$54,000. In 2003, Mannatech recorded non-cash accounting charges related to stock options and warrants of $1.5 million of which
$0.6 million related to non-cash variable accounting charges for stock options and warrants granted to former executives in 2001.
The significant increase in the charge for 2003 was the result of the increase in Mannatech’s stock price in 2003, which increased
from a closing price $1.62 per share at December 31, 2002 to a closing price of $10.89 per share at December 31, 2003. In the second
quarter of 2003, Mannatech recorded a $0.6 million charge related to extending the terms of stock options for Mr. Henry who resigned
in 2003. In the fourth quarter of 2003, Mannatech recorded a one-time non-cash charge of $0.3 million related to extending Mr.
Wayment’s stock options. In July and August of 2003, all of the stock options issued to Mr. Cobb and all but 500 of the stock options
issued to Ms. Varner were exercised. Therefore, Mannatech should not have any significant non-cash accounting charges related to
these stock options or warrants in the future.
In 2002, travel expenses increased by $0.8 million as compared to 2001 and further increased in 2003 by $1.0 million as
compared to 2002. The increase in travel expenses relates to an increase in travel related to its corporate-sponsored events.
In 2002, overall consultant-related costs decreased by ($1.0 million) as compared to 2001, but increased by $0.6 million in 2003,
as compared to 2002. The decrease in 2002 was composed of (1) a decrease of ($1.3 million) related to the canceling of the consulting
agreement with Mr. Caster and various international consulting agreements, as well as canceling the consulting agreement and
entering into a royalty agreement with Jett, a shareholder and high level associate, partially offset by (2) a $0.3 million increase related
to entering into a non-compete agreement with Dr. McDaniel, a former employee, and the settlement of various lawsuits. In 2003, the
increase of $0.6 million in overall consulting-related costs consisted of (1) a $0.2 million increase in Mannatech’s board of director
fees and bonuses; (2) a $0.1 million increase in the fourth quarter for consulting fees related to Mannatech’s planned technology
infrastructure changes; and (3) a $0.3 million increase related to consulting fees for its planned international expansion and further
cultivation of its existing markets.
In 2002, third party contractors’ expenses decreased by ($2.2 million) as compared to 2001 and remained consistent in 2003,
as compared to 2002. In 2002, Mannatech terminated its third party contracts for providing Mannatech’s international operations with
order processing and customer services and developed a full service in-house order processing and customer service team of
professionals for each of its international operations.
In 2002, Mannatech recorded an increase of $0.1 million in depreciation expense as compared to 2001 and in 2003, recorded a
net decrease of ($0.8 million) in depreciation expense as compared to 2002. The 2002 increase related to Mannatech’s acquisition of
$1.0 million in capital assets during the year. In 2003, depreciation increased by $0.2 million related to $0.8 million in capital asset
acquisitions, which was offset by a ($1.0 million) decrease in depreciation expense related to various capital assets, including
computer hardware and software that were purchased or developed in prior years and fully depreciated during 2003.
The remaining increase of $0.8 million in 2002 and $3.2 million in 2003, related to an increase in variable operating expenses
including research and development costs, telephone, insurance, postage, offsite storage expenses, and credit card fees. These
variable operating expenses directly correlate to the increase in volume of net sales.
Severance Expenses
As discussed previously, Mannatech made several management changes in 2001 and 2003 and as a result, recorded severance
expenses related to former employees of $3.4 million in 2001 and $2.0 million in 2003. In the second quarter of 2001, Mannatech
accrued severance payments totaling $3.4 million for certain former executive officers. As previously discussed the severance
payments are due at various times through 2004. In the second quarter of 2003, Mannatech accrued severance payments of $1.4
million related to the resignation of Mr. Henry, Mannatech’s former Chief Executive Officer the payments are due through 2005. In
addition, in the third quarter of 2003, Mannatech accrued $0.4 million related to severance payments for Mr. Wayment, its Senior Vice
President of Marketing and for two former employees. Finally, in the fourth quarter of 2003, Mannatech accrued severance payments
of $0.2 million related to four other employees. The severance expenses for 2001 and 2003 primarily relate to accruing compensation
related expenses, health insurance, outplacement fees, and title to 2 leased vehicles.
21
Interest Income
Mannatech maintains interest bearing accounts for its cash equivalents, restricted cash, and investments. Interest income
increased year-over-year as cash, cash equivalents, restricted cash and investments increased. Cash and investments increased as a
result of improving overall operations and profits and increases in the average yield on investments.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency translation adjustments related to translating assets, liabilities,
revenues, and expenses from its foreign operations to the United States dollar using current and weighted-average currency exchange
rates. Mannatech records translation adjustments to other income (expense), net. In 2003, the currency translation adjustment
increased by $0.7 million primarily as a result of the United States dollar weakening against the Japanese Yen and the British Pound.
Income Taxes
Income taxes include both domestic and foreign taxes. In 2002, Mannatech’s United States federal statutory tax rate was 34%,
which increased to 35% for 2003. In 2002 and 2003, Mannatech’s statutory rate in Australia was 30%, in the United Kingdom its
statutory rate was 19%, and in Japan its statutory tax rate was 42%. A portion of Mannatech’s income from its international operations
is subject to taxation in the countries in which it operates. Although Mannatech may receive foreign tax credits that would reduce the
amount of United States taxes owed, Mannatech may not be able to fully utilize its foreign tax credits in the United States. Mannatech
may have also incurred net operating losses in some of its operations, which may not be fully realizable. As a result, Mannatech
recorded a valuation allowance for its Japan net operating loss carryforwards, as it believes that the likelihood of realizing an income
tax benefit in the future does not meet the more likely than not criteria for recognition.
Income taxes increased year-over-year as a result of an increase in Mannatech’s profitability and the change of sales mix between
countries. Mannatech’s effective tax rate increased from 2.8% in 2001 to 43.5% in 2002 and decreased to 30.9% in 2003.
Mannatech’s effective tax rate changes as a result of the shift in income mix between its domestic and its foreign operations and the
changes in its valuation allowance reserve. In 2002, Mannatech’s effective tax rate increased as a result of the income mix between
Mannatech’s domestic and foreign operations and the increased valuation for additional net operating losses from its Japan subsidiary.
In 2003, Mannatech’s effective tax rate decreased due to the income mix between Mannatech’s domestic and foreign operations and
partial utilization of the valuation allowances for its Japan subsidiary.
Net Income
Net income increased from a loss in 2001 of ($3.7 million) to net income of $1.9 million in 2002. Net income further increased
to $8.8 million in 2003, as compared to 2002. The net loss in 2001 was primarily the result of recording severance expenses of $3.4
million in 2001. In 2002, net income increased due to the increase in net sales and curtailing operating expenses. In 2003, net income
increased as a result of increasing net sales and curtailing operating expenses, partially offset by recording severance expenses for
its former executives and employees and non-cash accounting charges related to its stock options and warrants for its former
executives of $3.5 million.
Seasonality and Selected Quarterly Statements of Operations
Mannatech believes the impact of seasonality on its results of operations is minimal. Mannatech has experienced and predicts it
will continue to experience variations on its quarterly results of operations in response to, among other things:
• the timing of the introduction of new products;
• its ability to attract and retain associates and members;
• the general overall economic outlook;
• the perception and acceptance of network-marketing; and
• the consumer perception of Mannatech’s products and its overall operations.
As a result of these and other factors, Mannatech’s quarterly results may vary significantly in the future. Period-to-period
comparisons should not be relied upon as an indication of future performance since Mannatech can give no assurances that the
revenue trends in new markets, as well as its existing markets, will follow historical patterns. The market price of Mannatech’s
common stock may also be adversely affected by the above factors.
22
The following table sets forth Mannatech’s unaudited consolidated quarterly statement of operations data for the periods
indicated. In Mannatech’s opinion, this information has been prepared on the same basis as its audited consolidated financial
statements set forth in this report and includes all adjustments that are considered necessary to present fairly this information in
accordance with generally accepted accounting principles. The reader should read this information in conjunction with the
Consolidated Financial Statements and related Notes of this report.
Mar. 31,
2002
June 30,
2002(1)
Sept. 30,
2002
Dec. 31,
2002(2)
Mar. 31,
2003
June 30,
2003(3)
Sept. 30,
2003(4)
Dec. 31,
2003(5)
(in millions, except per share information)
$54.3
$34.5
Net sales
$23.1
$14.0
Gross profit
$ 4.8
$ 0.4
Income before income taxes
Income tax expense ($ 0.6) ($ 0.0) ($ 0.2) ($ 0.7) ($ 0.7) ($ 0.4) ($ 1.3) ($ 1.5)
Net income
$ 3.3
$ 0.2
Earnings per share: (6)
$32.9
$13.2
$ 1.2
$35.4
$14.0
$ 0.3
$38.1
$16.0
$ 1.5
$49.7
$20.6
$ 4.2
$40.5
$17.4
$ 2.1
$46.5
$19.5
$ 1.6
$ 0.6
$ 0.3
$ 0.8
$ 1.2
$ 1.4
$ 2.9
Basic
Diluted
$0.02
$0.02
$0.01
$0.01
$0.01
$0.01
$0.04
$0.03
$0.06
$0.06
$0.05
$0.05
$0.11
$0.11
$0.12
$0.12
(1) The New Zealand operation began in June 2002.
(2) The revamped global associate career and compensation plan was launched and a 4% price increase in certain wholesale and retail prices was implemented in late
September 2002.
(3) Mannatech recorded $1.4 million in severance expenses and $0.6 million in a non-cash accounting charge related to the resignation of Mr. Henry and $0.6 million
related to non-cash variable accounting charges for stock options and warrants for executives who resigned in 2001.
(4) Mannatech recorded $0.4 million related to severance expenses for Mr. Wayment and two other employees.
(5) Mannatech recorded $0.2 million related to severance expenses for the resignation of four other employees and $0.3 million in a non-cash accounting charge related
to modifying the terms of stock options held by Mr. Wayment.
(6) Computed on the basis described in Note 1 in the Notes to the Consolidated Financial Statements.
Liquidity and Capital Resources
Mannatech’s principal use of cash is to pay for operating expenses, including commissions and incentives, capital expenditures,
inventory purchases, and funding international expansion. Mannatech generally funds its business objectives, working capital, and
operations through reliance on its cash flows from operations rather than incurring long-term debt. Mannatech plans to continue to
primarily fund its business objectives, working capital, and operations primarily through its cash flows from operations and operating
leases. Operating leases help Mannatech fund the leasing of buildings, automobiles and computer hardware. In 2004, Mannatech
entered into a $1.0 million master operating lease line-of-credit, which has not been utilized as of March 1, 2004. In addition,
Mannatech also has a $2.0 million unused line-of-credit that will expire in March 2004, which bears interest at the bank’s prime interest
rate minus 1%. Mannatech expects to renew the line-of-credit with similar terms. Mannatech believes it can use these lines-of-credit
along with its normal cash flows from operations to fund any unanticipated short falls in its cash flows.
Cash and Cash Equivalents
Mannatech’s cash and cash equivalents increased 59.9%, or $10.6 million, to $28.3 million at December 31, 2003 from $17.7
million at December 31, 2002. In 2003, Mannatech purchased four long-term investments in various bond funds, which totaled $10.0
million. In addition, Mannatech was required to restrict $2.1 million of cash for collateral for its unused line-of-credit but expects this
restriction to be removed in 2004. The increase in Mannatech’s cash and cash equivalents and its investments was directly attributable
to curtailing operating expenses and increasing its operating profits.
Working Capital
Mannatech’s working capital increased by 70.5% to $16.2 million at December 31, 2003 from $9.5 million at December 31,
2002. Mannatech’s increase in working capital in 2003 was composed of an increase in current assets of $16.9 million, partially offset
by an increase in current liabilities of $10.2 million. 75% of the increase in working capital was attributable to an increase in cash and
cash equivalents, including restricting cash of $2.1 million as collateral for its unused line-of-credit. The remaining increase in current
assets primarily related to increasing inventories by $2.4 million and increasing prepaid expenses to support projected net sales levels
and future operations. The increase in current assets was partially offset by an increase in current liabilities. Current liabilities increased
as a result of accruing $1.0 million in severance expenses related to the resignation of former executives and employees and
increasing liabilities for payments related to an increase in commissions, inventories, and operational expenses. The increase in
inventories, commissions, and operational expenses related to an increase in operating profits and an expected increase in future net
sales levels.
23
Mannatech’s cash flows consist of the following:
Provided by (used in):
Operating activities
Investing activities
Financing activities
Operating Activities
For the year ended December 31,
2001
$7.4 million
($1.2 million)
($2.0 million)
2002
$9.7 million
($1.3 million)
($0.7 million)
2003
$20.2 million
($12.5 million)
$ 2.8 million
In 2003, Mannatech’s operating activities provided $20.2 million in cash compared to cash of $9.7 million in 2002 and cash of
$7.4 million in 2001. In 2003, net earnings adjusted for noncash activities provided cash of $13.0 million. In 2002, net earnings
adjusted for noncash activities provided cash of $6.3 million and in 2001, net earnings adjusted for noncash activities provided no
cash.
Management of Mannatech’s working capital accounts, which includes receivables, inventories, prepaid expenses, payables,
deferred revenues, accrued commission and expenses for operations, contributed $ 6.8 million in positive cash flow in 2003,
compared to $5.1 million in 2002, and $5.2 million in 2001.
Operating activities also include accruing severance payments to former executives of $2.0 million in 2003 and $3.4 million in
2001, partially offset by using cash to pay the accrued severance payments of $1.6 million in 2003, $1.7 million in 2002, and $1.2
million in 2001. Mannatech expects that its operating cash flows in 2004 will be sufficient to fund its current operations, its plans for
international expansion, and to pay cash dividends declared in 2004 of approximately $2.6 million.
Investing Activities
In 2003, Mannatech’s investing activities used $12.5 million in cash compared to using $1.3 million in 2002 and $1.2 million in
2001. In 2003, Mannatech used $9.9 million of its cash to purchase higher yielding investments and used $2.1 million of its cash to
fund its collateral for its unused line-of-credit. Mannatech expects that its restriction of cash totaling $2.1 million will be removed in
2004. In 2003, $0.3 million of Mannatech’s long-term restricted cash related to its master operating lease was released for operating
use. In 2003, Mannatech collected $0.2 million in cash from notes receivable due from shareholders, which included collecting
$134,000 from Mr. William Fioretti, a shareholder who was delinquent in his payments to Mannatech.
Mannatech also uses cash to purchase property, plant and equipment. Capital asset purchases consisted of purchases of office
furniture, computer software, and computer hardware and totaled $0.9 million in 2003, $1.0 million in 2002, and $1.3 million in 2001.
Annual capital asset purchases decreased by 9.3% in 2003 and decreased 25.3% in 2002. In 2002, Mannatech changed the way it
funded additions of certain computer hardware to better deal with the rapid technological advancements in the marketplace. As a
result, Mannatech negotiated with certain financial institutions to lease certain computer hardware through master operating leases
rather than using its cash to purchase capitalized computer hardware. Master operating leases allow Mannatech to lease certain
computer hardware at a reduced cost and at the end of the lease, Mannatech has the option to either purchase any of the computer
hardware for the estimated fair value or return the computer hardware back to the financial institution at no additional cost. Mannatech
believes that by utilizing operating leases to fund its computer hardware needs it is able to minimize its cash outlays while continuing
to optimize its technological needs. Mannatech is planning a two-year project of upgrading and fully integrating its back-office systems
and intends to spend a total of $6.0 million to $8.0 million. Some of these costs will relate to programming and implementation of
software and will be capitalized in 2004 and 2005. In addition, in 2004 and 2005, Mannatech may purchase up to $2.0 million in
various capitalized assets for its existing operations and its planned international expansion.
Financing Activities
In 2003, Mannatech’s financing activities provided $2.8 million in cash as compared to using ($0.7 million) in 2002 and ($2.0
million) in 2001. In 2003, Mannatech received cash proceeds from stock option activity of $2.9 million, which was partially offset by
cash repayments of notes payable and capital leases of ($0.1 million). In 2002, Mannatech used cash of ($0.7 million) to repay capital
leases and notes payable.
In 2001, Mannatech received cash proceeds from the sale of treasury stock and stock option activity of $0.9 million, which was
offset by cash repayments of notes payable and capital leases of ($0.8 million) and funding the prior year’s bank overdrafts of ($1.5
million). In addition, as required by the Lock-Up and Separation Agreements with Mr. Charles Fioretti, Mannatech was required to
purchase 589,971 shares of Mr. Fioretti’s common stock at a cost of ($0.6 million).
24
General Liquidity and Cash Flows
Mannatech has generated positive cash flows from its operations and believes that its existing liquidity and cash flows from
operations, including cash and investments totaling $38.2 million, its access to a $2.0 million unused line-of-credit, and access to
its $1.0 million master operating lease line-of-credit should be adequate to fund normal business operations expected in the future,
its estimated payment of $2.6 million related to a $0.10 per common share cash dividend declared on January 21, 2004, and its
plans for international expansion and new back-office systems for the next 12 to 24 months. Mannatech believes its existing liquidity
and cash flows will be adequate for its future as most of its operating expenses are variable in nature. However, if Mannatech’s
existing capital resources or cash flows become insufficient to meet its current business plans, projections, and existing capital
requirements, Mannatech would be required to raise additional funds, which may not be available on favorable terms, if at all.
Mannatech is required to fund its future commitments and obligations, which as of December 31, 2003 are as follows:
• funding the remaining payments related to the severance agreements with former executives. Under the terms of various
separation agreements, Mannatech is required to pay the aggregate amount of $1.3 million, of which $1.0 million will be
paid over the next 12 months;
• funding the declared cash dividend of $0.10 per common share, totaling approximately $2.6 million, which is payable on
March 12, 2004;
• funding up to $2.7 million of estimated costs related to its 2004 annual travel incentive award;
• funding an estimated $4.5 million of royalty payments for future royalties associated with projected sales to various
individuals;
• funding the remaining non-compete payments of $150,000 to Dr. Reg. McDaniel, a former employee, payable in monthly
installments of $25,000 through June 2004; and
• funding various operating leases for building and equipment rental of $4.2 million through 2007.
In addition to Mannatech’s current obligations related to its accounts payable and accrued expenses for its current operations,
the approximate future maturities of Mannatech’s existing commitments and obligations are as follows:
2004
2005
2006
2007
2008
Total
For the year ended December 31,
Severance payments to former executives and employees
Funding cash dividends declared in 2004
Funding costs for its 2004 annual travel incentive award
Royalty obligations for expected sales in the future
Non-compete payments to Dr. McDaniel, a former employee
Minimum rental commitment related to noncancelable
$ 953
2,600
2,700
900
150
(in thousands)
$ 359
—
—
900
—
$ —
—
—
900
—
$ —
—
—
900
—
$ — $ 1,312
2,600
2,700
4,500
150
—
—
900
—
operating leases
Totals
1,902
$9,205
1,089
$2,348
894
$1,794
308
$1,208
—
$900
4,193
$15,455
Mannatech has no present commitments or agreements with respect to acquisitions or purchases of any manufacturing
facilities. Since 1994, Mannatech has maintained a purchase commitment with its supplier of Manapol®. In 2003, the purchase
commitment was modified to include purchases by its manufacturers, as well as from Mannatech. The purchase commitment
requires a collective minimum purchase by Mannatech and its manufacturers of $0.3 million per month through November 2004.
Presently Mannatech’s manufacturers’ monthly purchases of Manapol® have met or exceeded the monthly-required commitment of
$0.3 million. Mannatech’s projected finished goods purchases are projected to meet the required minimum monthly purchase
commitment in 2004.
Mannatech intends to continue to open additional operations in new foreign markets. In 2004, Mannatech plans to expand into
South Korea and in 2005, Mannatech plans to expand into Taiwan, which is estimated to cost between $4.0 million and $6.0 million
in the aggregate, of which approximately $1.0 million will relate to capital asset purchases that will be depreciated over the life of the
assets or lease term.
Mannatech is planning to develop and implement fully-integrated back-office systems and expects to incur costs in 2004 and
2005 of between $6.0 million and $8.0 million. In addition, in 2004 and 2005, Mannatech plans to purchase various other capital
assets of approximately $1.0 million, per year.
25
In March 2003, Mannatech established a one-year $2.0 million line-of-credit with JPMorganChase Bank, which to date has not
been utilized. This line-of-credit was established to safeguard against any unanticipated operating deficiencies and strengthen
Mannatech’s credit rating. Mannatech intends to renew the line-of-credit in March 2004 with similar terms. Mannatech does not
anticipate any significant changes in its operations, but believes any future unanticipated significant changes in its operations could
force it to consume its available capital resources faster than anticipated. Mannatech also believes that its existing cash and capital
requirements depend on its ability to continue to protect its proprietary rights and its ability to distribute high-quality, proprietary
products that attract and retain associates and members.
Off–Balance Sheet Arrangements
Mannatech does not utilize off-balance sheet financing arrangements other than in the normal course of business. Mannatech
finances the use of certain facilities, office and computer equipment, and automobiles under various operating lease agreements. As
of December 31, 2003, the total future minimum lease payments under various operating leases totaled $4.2 million and are due in
payments through 2007 as summarized in the table above.
Recent Financial Accounting Standards Board Statements
SFAS 143. In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
Standards No. 143 (“SFAS 143”) “Accounting for Asset Retirement Obligations.” SFAS 143 is effective for fiscal years beginning after
June 15, 2002. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which
it is incurred if a reasonable estimate of fair value can be determined. In addition, SFAS 143 requires the related asset retirement costs
to be capitalized as part of the carrying amount of the long-lived asset and to be amortized over the life of the lease. On January 1,
2003, Mannatech adopted SFAS 143, which resulted in an increase in its leasehold improvements and long-term liabilities of $250,000
for the estimated restoration costs of its Japanese leased facilities. Mannatech considered the cumulative effect of this adjustment and
the impact on its consolidated net income to be insignificant.
FIN 46. In January 2003, FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” FIN 46 is
effective for variable interest entities created after January 31, 2003 and is required to be adopted for variable interest entities that
existed prior to February 1, 2003 by December 31, 2003. FIN 46 is an interpretation of Accounting Research Bulletin No. 51,
“Consolidated Financial Statements.” FIN 46 requires a variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity’s activities, entitled to receive a majority of the entity’s residual
returns or both. The adoption of this interpretation did not have a significant impact on Mannatech’s consolidated financial condition,
results of operations, or cash flows.
FIN 46R. In December 2003, FASB issued a revision to FIN 46 (“FIN 46R”), to clarify some of the provisions and to exempt
certain entities from its requirements. Under the new guidance, special effective date provisions apply to enterprises that have fully or
partially applied FIN 46 prior to issuance of the revised interpretation. Otherwise, application of FIN 46R is required in financial
statements of public entities that have interests in structures that are commonly referred to as special-purpose entities (“SPE’s”) for
periods ending after December 15, 2003. Application by public entities, other than business issuers, for all other types of variable
interest entities other than SPE’s is required in financial statements for periods ending after March 15, 2004. Mannatech does not have
interest in structures commonly referred to as SPE’s, therefore the adoption of FIN 46R is not expected to have a material impact on
Mannatech’s consolidated financial position, results of operations or cash flows.
SFAS 132R.In December 2003, FASB issued a revision to Statement of Financial Accounting Standards No. 132 (“SFAS 132R”),
“Employers’ Disclosure about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88 and 106.”
SFAS 132R requires additional disclosures to those required in the original SFAS 132 about the assets, obligations, cash flows, and
net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of SFAS 132
remain in effect until the provisions of SFAS 132R are adopted. SFAS 132R is effective for company’s with interim periods beginning
after December 15, 2003. The adoption of SFAS 132R is not expected to have a material impact on Mannatech’s consolidated financing
position, results of operations or cash flows.
SFAS 149. In April 2003, FASB issued Statement of Financial Accounting Standards No. 149 (“SFAS 149”), “Amendment of
Statement 133 on Derivative Instruments and Hedging Activities.” SFAS 149 amends SFAS 133 “Accounting for Derivative
Instruments and Hedging Activities” and the related implementation guidance and is effective for contracts entered into or modified
after September 30, 2003, except for hedging relationships designated after September 30, 2003. SFAS 149 clarifies the definition of
a derivative and amends the financial accounting and reporting required for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. In addition, SFAS 149 improves the financial reporting
requirements by requiring more consistent reporting of contracts as either derivatives or hybrid instruments. The adoption of SFAS
149 did not have a significant impact on Mannatech’s consolidated financial condition, results of operations, or cash flows.
26
SFAS 150.In May 2003, FASB issued Statement of Financial Accounting Standards No. 150 (“SFAS 150”), “Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS 150 broadens the definition of financial
instruments and establishes standards for how an issuer classifies and measures certain financial instruments with characteristics
of both liabilities and equity. SFAS 150 also requires that an issuer classify a financial instrument that is within its scope as an asset
or as a liability. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective
at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have a significant impact
on Mannatech’s consolidated financial condition, results of operations, or cash flows.
Quantitative and Qualitative Disclosures about Market Risk
Mannatech does not engage in trading market risk sensitive instruments and does not purchase investments as hedges or for
purposes “other than trading” that are likely to expose it to certain types of market risk, including interest rate, commodity price, or
equity price risk. Although Mannatech has some short- and long-term investments, there has been no material change in its
exposure to interest rate risk. Mannatech has not issued any debt instruments, entered into any forward or futures contracts,
purchased any options, or entered into any swaps.
Mannatech is exposed to certain other market risks, including changes in currency exchange rates as measured against the
United States dollar. The value of the United States dollar may affect Mannatech’s financial results. Changes in exchange rates could
positively or negatively affect its financial results, as expressed in United States dollars. When the United States dollar strengthens
against currencies in which products are sold or weakens against currencies in which Mannatech incurs costs, net sales and costs
could be adversely affected.
Mannatech believes inflation has not had a material impact on its operations or profitability. Mannatech expanded into Australia
in 1998, into the United Kingdom in 1999, into Japan in 2000, and into New Zealand in 2002. Revenues and expenses in foreign
markets are currently translated using historical and weighted-average currency exchange rates.
Mannatech has established policies, procedures, and internal processes that it believes help monitor any significant market
risks. Mannatech currently does not use any financial instruments to manage its exposure to such risks. The sensitivity of earnings
and cash flows to variability in currency exchange rates is assessed by applying an appropriate range of potential rate fluctuations
to Mannatech’s assets, obligations, and projected transactions denominated in foreign currencies. Mannatech cautions that it
cannot predict with any certainty its future exposure to such currency exchange rate fluctuations or the impact, if any, such
fluctuations may have on its future business, product pricing, consolidated financial condition, results of operations, or cash flows.
However to combat such risk, Mannatech closely monitors current fluctuations for exposure to such market risk. The foreign
currencies in which Mannatech currently has exposure to foreign currency exchange rate risk include the currencies of Canada,
Australia, the United Kingdom, Japan, New Zealand, South Korea, and Taiwan. The low and high currency exchange rates to the
United States dollar, for each of these countries, for the year ended December 31, 2003 are as follows:
Country/Currency
Australia/Dollar
Canada/Dollar
Japan/Yen
New Zealand/Dollar
South Korea/Won
Taiwan/Dollar
United Kingdom/British Pound
Low
$0.56150
$0.63370
$0.00823
$0.52290
$0.00080
$0.02858
$1.55430
High
$0.74950
$0.77270
$0.00935
$0.65470
$0.00088
$0.02984
$1.77850
Controls and Procedures
Mannatech’s management, with the participation of its Chairman of the Board and Chief Executive Officer (our principal
executive officer) and its Chief Financial Officer (our principal financial officer) has concluded, based on their evaluation as of the
end of the period covered by this report, that its disclosure controls and procedures are effective to ensure that information required
to be disclosed by Mannatech and its reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls
and procedures designed to ensure that information required to be disclosed by Mannatech in such reports is accumulated and
communicated to its management, including its principal executive officer and financial officer, as appropriate to allow timely
decisions regarding required disclosure.
There were no changes in our internal controls during the fourth quarter of 2003 that have materially affected or are reasonably
likely to materially affect its internal controls over financial reporting.
27
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
Mannatech, Incorporated
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes
in shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Mannatech, Incorporated and its
subsidiaries at December 31, 2002 and 2003, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Dallas, Texas
March 12, 2004
28
MANNATECH, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share information)
ASSETS
December 31,
2002
2003
Cash and cash equivalents
Restricted cash
Accounts receivable
Income tax receivable
Current portion of notes receivable from shareholders
Inventories
Prepaid expenses and other current assets
Deferred tax assets
Total current assets
Property and equipment, net
Long-term investments
Notes receivable from shareholders, excluding current portion
Deferred tax assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of capital leases and notes payable
Accounts payable
Accrued expenses
Deferred revenue
Current portion of accrued severance related to former executives
Total current liabilities
Capital leases and notes payable, excluding current portion
Accrued severance related to former executives, excluding current portion
Long-term liabilities
Deferred tax liabilities
Total liabilities
Commitments and contingencies (Note 12)
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, 25,162,541 shares issued and
25,134,840 outstanding in 2002 and 26,227,171 shares issued and 26,183,422 outstanding in 2003
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Less treasury stock, at cost, 27,701 shares in 2002 and 43,749 shares in 2003
Total shareholders’ equity
Total liabilities and shareholders’ equity
$17,693
—
632
307
143
5,515
759
1,013
26,062
7,467
—
247
—
1,040
$34,816
$136
1,846
12,659
1,080
810
16,531
8
150
—
77
16,766
—
$28,291
2,140
134
—
55
7,861
2,084
2,363
42,928
5,514
9,994
150
631
806
$60,023
$16
2,687
19,940
3,142
953
26,738
32
359
106
—
27,235
—
—
—
3
18,168
481
(502)
18,150
(100)
18,050
$34,816
3
24,175
9,271
(422)
33,027
(239)
32,788
$60,023
See accompanying notes to consolidated financial statements.
29
MANNATECH, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share information)
Net sales
Cost of sales
Commissions and incentives
Gross profit
Operating expenses:
Selling and administrative expenses
Other operating costs
Severance expenses related to former executives
Total operating expenses
Income (loss) from operations
Interest income
Interest expense
Other income (expense), net
Income (loss) before income taxes
Income tax (expense) benefit
Net income (loss)
Earnings (loss) per common share:
Basic
Diluted
Weighted-average common shares outstanding:
Basic
Diluted
For the Year Ended December 31,
2002
$140,948
24,419
59,357
83,776
57,172
2001
$128,736
23,523
51,995
75,518
53,218
2003
$191,019
30,884
79,577
110,461
80,558
30,816
22,906
3,420
57,142
(3,924)
275
(32)
(83)
(3,764)
104
($ 3,660)
32,777
21,417
—
54,194
2,978
285
(19)
98
3,342
(1,454)
$ 1,888
39,993
26,956
2,017
68,966
11,592
348
(44)
842
12,738
(3,948)
$ 8,790
($ 0.15)
($ 0.15)
$ 0.08
$ 0.07
$ 0.34
$ 0.34
24,730
24,730
25,135
25,265
25,494
26,175
See accompanying notes to consolidated financial statements.
30
MANNATECH, INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001, 2002, AND 2003
(in thousands, except per share information)
Note
Retained
Accumulated
Common stock
Additional
receivable
earnings
other
Total
Issued
shares
25,051
Par
value
paid in
capital
from
(accumulated comprehensive
Treasury stock
shareholders’
shareholder
deficit)
income (loss)
Shares
Amounts
equity
$3
$17,949
($167)
$2,798
($321)
122
($1,537)
$18,725
Balance at December 31, 2000
Proceeds from stock option
exercises/warrants
Tax benefit from exercise stock options
Charge related to stock options and
warrants
Repayment of note receivable from
shareholder
Repurchase of common stock per
shareholder agreement
Release of commitment to repurchase
common stock from shareholder
Repurchase of common stock from
separation agreement
Sale of treasury stock to a related party
Tender of common stock for exercise
of stock options
Components of comprehensive loss:
Foreign currency translation
Net loss
Total comprehensive loss
37
—
—
—
—
—
—
—
74
—
—
—
—
—
—
—
—
—
—
—
—
—
82
19
54
—
—
—
—
—
100
—
—
—
—
—
167
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(545)
—
—
(3,660)
—
—
—
—
—
—
—
—
—
(287)
—
Balance at December 31, 2001
25,162
3
18,204
—
(1,407)
(608)
Benefit related to stock options and
warrants
Components of comprehensive income:
Foreign currency translation
Net income
Total comprehensive income
Balance at December 31, 2002
Proceeds from stock option exercises
Tax benefit from exercise of stock options
Tender of common stock for exercise
of stock options
Charge related to stock options and
warrants
Components of comprehensive income:
Foreign currency translation
Unrealized loss from investments
classified as available-for-sale,
net of tax of $2
Net income
Total comprehensive income
—
—
—
25,162
976
—
89
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
(36)
—
—
18,168
2,917
1,459
139
1,492
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,888
481
—
—
—
—
—
—
8,790
—
106
—
(502)
—
—
—
—
82
(2)
—
—
—
—
53
—
—
—
(167)
590
—
82
19
54
—
—
—
417
417
50
(815)
(73)
1,360
(73)
815
27
—
—
27
—
—
—
27
—
—
17
—
—
—
(100)
—
—
—
(287)
(3,660)
(3,947)
(100)
16,092
—
—
—
(36)
106
1,888
1,994
(100)
18,050
—
—
2,917
1,459
(139)
—
—
—
—
—
1,492
82
(2)
8,790
8,870
Balance at December 31, 2003
26,227
$3
$24,175
$ —
$9,271
($422)
44
($ 239)
$32,788
See accompanying notes to consolidated financial statements.
31
MANNATECH, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
For the Year Ended December 31,
2002
2003
2001
($3,660)
$ 1,888
$ 8,790
Depreciation and amortization
Provision for doubtful accounts
Write-down of inventories
Loss on disposal of assets
Tax benefit from exercise of stock options
Charge (benefit) related to stock options and warrants granted
Deferred income taxes
Changes in operating assets and liabilities:
Decrease in accounts receivable
(Increase) decrease in income tax receivable
(Increase) decrease in inventories
(Increase) decrease in prepaid expenses and other current assets
(Increase) decrease in other assets
Increase (decrease) in accounts payable
Increase in accrued expenses
Increase in deferred revenue
Increase (decrease) in accrued severance
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment
Cash proceeds from sale of property and equipment
Increase in restricted cash
Repayment by shareholders/related parties
Maturities (purchases) of investments
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Book overdrafts
Proceeds from stock options exercised
Proceeds from sale of treasury stock
Purchase of common stock from shareholder
Repayment of capital lease obligations
Repayment of notes payable
Net cash provided by (used) in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
CASH AND CASH EQUIVALENTS:
Beginning of year
End of year
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid
Interest paid
SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired through notes payable and capital lease
Commitment (cancellation of commitment) to repurchase common stock from a shareholder
Treasury shares received for the payment of a note receivable due from a shareholder
Treasury shares tendered to exercise stock options
Asset retirement obligations related to operating leases
See accompanying notes to consolidated financial statements.
32
3,916
—
1,235
146
19
54
(1,706)
15
2,300
3,541
458
273
(2,293)
675
258
2,182
7,413
(1,316)
—
—
124
1
(1,191)
(1,451)
82
815
(656)
(298)
(516)
(2,024)
(8)
4,190
5,736
$9,926
$ —
$ 32
$ 801
($ 417)
$ 167
$ 100
$ —
3,991
31
124
52
—
(36)
219
29
(307)
2,784
816
48
1,097
44
646
(1,722)
9,704
(983)
7
(345)
32
—
(1,289)
—
—
—
—
(39)
(660)
(699)
51
7,767
3,177
—
154
19
1,459
1,492
(2,057)
515
307
(2,433)
(1,320)
(84)
823
6,949
2,062
352
20,205
(892)
—
(1,795)
185
(9,994)
(12,496)
—
2,917
—
—
(6)
(129)
2,782
107
10,598
9,926
$17,693
17,693
$28,291
$ 2,077
$
19
$ 1,890
$ 44
$ —
$ 535
$ —
$ —
$ —
$
40
$ —
$ —
$ 139
$ 250
MANNATECH, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Mannatech, Incorporated (the “Company”) was incorporated in the state of Texas on November 4, 1993 and is located in Coppell,
Texas. The Company develops and sells high-quality, proprietary nutritional supplements, topical products, and weight-management
products primarily through a network-marketing system operating in the United States, Canada, Australia, the United Kingdom, Japan,
and New Zealand. Independent associates (“associates”) purchase the Company’s products at published wholesale prices for the
primary purpose of personal consumption and selling to retail customers. Members (“members”) purchase the Company’s products
at a discount from published retail prices. Only independent associates are eligible to earn commissions and incentives on their
downline growth and sales volume. The Company has ten wholly-owned subsidiaries although only the following are currently active:
Wholly-owned subsidiary name
Mannatech Australia Pty Limited
Mannatech Ltd.
Mannatech Japan, Inc.
Date incorporated
April 1998
November 1998
January 2000
Location of subsidiary
St. Leonards, Australia
Aldermaston, Berkshire U.K.
Tokyo, Japan
Date operations began
October 1998
November 1999
June 2000
Principles of Consolidation.The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates. In preparing consolidated financial statements in conformity with generally accepted accounting principles,
management is required to make certain estimates and assumptions that could affect the reported amounts of assets, liabilities,
revenues, and expenses during the reporting periods. Actual results could differ from such estimates.
Reclassification.Certain prior years’ balances have been reclassified to conform to the Company’s 2003 consolidated financial
statement presentation.
Cash and Cash Equivalents. The Company considers all highly liquid investments with original maturities of three months or
less to be cash equivalents.
Accounts Receivable. At December 31, 2002, accounts receivable primarily consisted of the overpayment of consumption tax
paid in Japan, a refund of value added tax from the United Kingdom, and payments due from manufacturers for the purchase of
raw material inventories. At December 31, 2003, accounts receivable primarily consisted of payments due from manufacturers for
purchases of raw material inventories and from customers.
Inventories. Inventories consist of raw materials and finished goods and are stated at the lower of cost (using standard costs,
which approximate average costs) or market. The Company provides an adequate allowance for any slow-moving or obsolete
inventories.
Investments. The Company accounts for its investments in accordance with the provisions of Statement of Financial
Accounting Standards No. 115 (“SFAS 115”), “Accounting for Certain Investments in Debt and Equity Securities.” Under SFAS
115, debt securities that have readily determinable fair values are classified in three categories: held-to-maturity, trading securities,
and available-for-sale. The Company’s investments are all categorized as available-for-sale and are recorded at fair value, which is
determined based on quoted market prices with unrealized gains and losses included in shareholders’ equity, net of tax. Any
realized gains and losses on sales of its investments are included in other income (expense), net in the accompanying Statement of
Operations.
Property and Equipment. Property and equipment are stated at cost, less accumulated depreciation computed using the
straight-line method over the estimated useful life of each asset. Expenditures for maintenance and repairs are charged to expense
as incurred. The cost of property and equipment sold or otherwise retired and the related accumulated depreciation are removed
from the accounts and any resulting gain or loss is included in the accompanying consolidated statements of operations.
Property and equipment are reviewed for impairment whenever an event or change in circumstances indicates that the
carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future
projected cash flows generated by the asset or group of assets with its associated carrying value. If the carrying value of the asset
or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to
the extent the carrying amount of the asset exceeds its fair value.
Other Assets. Other assets consist primarily of deposits for building leases in various locations and two restricted term
deposits in an Australian bank, one of which matures in March 2004 and the other matures in August 2004. Both term deposits
are required as collateral for the Company’s Australian building lease and are expected to be renewed. The Australian building
lease expires in August 2004, but the Company is expecting to renew the building lease with substantially the same terms.
Therefore, the Company classified the Australian term deposits as long-term assets.
Income Taxes. The Company accounts for income taxes using the asset and liability approach for financial accounting and
reporting. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation
allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not
meet the more likely than not criteria for recognition.
Revenue Recognition. The Company’s revenues are primarily derived from sales of its products, sales of starter and renewal
packs, and shipping fees. Substantially all product sales are sold to associates at published wholesale prices and to members at
discounted published retail prices. The Company records a reserve for expected sales refunds based on its historical experience.
The Company defers all revenue received for customer shipments until its customers receive their shipments. Total deferred
revenue related to undelivered shipments at December 31, 2002 and 2003 was $0.8 million and $2.7 million, respectively.
The Company also defers a portion of its revenue from the sale of its starter and renewal packs related to a one-year magazine
subscription offered in some of its packs and from revenue from each pack that exceeds the total average wholesale value of all
individual components included in such packs. The Company amortizes this deferred revenue over twelve months. Deferred revenue
related to magazine subscriptions and revenue exceeding the total average wholesale value was $0.3 million and $0.4 million at
December 31, 2002 and 2003, respectively.
Shipping and Handling Cost. The Company records freight and shipping revenue collected from associates and members as
revenue. The Company records shipping and handling costs associated with customer shipments as selling and administrative
expenses. Total shipping and handling costs included in selling and administrative expenses were approximately $7.0 million, $7.2
million and $9.6 million for 2001, 2002, and 2003, respectively.
Advertising Costs. Advertising and promotional expenses are included in selling and administrative expenses and are
charged to operations when incurred. Advertising and promotional expenses were approximately $3.4 million, $3.1 million, and
$4.6 million for 2001, 2002, and 2003, respectively. Literature and promotional items, called sales aids, are sold to associates to
assist in their sales efforts and are generally included in inventories and charged to cost of sales when sold.
Accounting for Stock-Based Compensation. The Company has three stock-based compensation plans, which are described
more fully in Note 11. The Company generally grants stock options to its employees and board members at the fair market value
of the stock on the date of grant. The stock options usually vest over three years and are exercisable for ten years. Stock options
granted to shareholders who own five percent or more of the Company’s outstanding stock are granted at an exercise price that
may not be less than 110% of the fair market value of the Company’s common stock on the date of grant and have a term no
greater than five years.
For stock-based compensation issued to nonemployees, the Company is required to follow Statement of Financial Accounting
Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” Under SFAS 123, stock-based compensation to
nonemployees is measured and recognized at the calculated fair value on the date of grant.
For stock-based compensation issued to employees and members of its board of directors, the Company elected to follow
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and its related interpretations.
Under the recognition and measurement principles of APB 25, no compensation expense is recognized unless the market price of
the stock option exceeds the exercise price on the date of grant.
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions during 2001, 2002, and 2003:
Dividend yield
Expected volatility
Risk-free rate of return
Expected life (in years)
2001
0%
94.0%
4.8%
7
2002
0%
87.2%
5.0%
7
2003
0%
87.0%
3.4%
4 or 7
34
For disclosure purposes only, the Company estimated the fair value for all of its stock options granted to employees and
board members on the date of grant using the Black-Scholes option-pricing model and estimated the amount of expense that it
would have recognized for each stock option granted over its vesting period. The following table illustrates the effect on the
Company’s net income (loss) and earnings (loss) per share if the Company had applied the fair value recognition provisions of
SFAS 123 to all of its stock options, in thousands, except for per share information:
Consolidated net income (loss), as reported
Add (Subtract): Stock-based employee compensation expense
included in reported net income (loss), net of related tax effect
Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards net of related tax effect
Pro forma net income (loss)
Basic Earnings (Loss) Per Share:
As reported
Pro forma
Diluted Earnings (Loss) Per Share:
As reported
Pro forma
For the year ended December 31,
2002
$1,888
2001
($3,660)
2003
$8,790
34
(24)
918
(1,101)
($4,727)
(1,116)
$ 748
($ 0.15)
($ 0.19)
($ 0.15)
($ 0.19)
$ 0.08
$ 0.03
$ 0.07
$ 0.03
(1,067)
$8,641
$ 0.34
$ 0.34
$ 0.34
$ 0.33
Research and Development Costs. The Company expenses research and development costs when incurred. Research and
development costs related to new product development, enhancing existing products, clinical studies and trials, Food and Drug
Administration compliance studies, general supplies, internal salaries, third party contractors, and consulting fees were
approximately $3.5 million, $3.4 million, and $4.0 million in 2001, 2002, and 2003, respectively. Salaries and contract labor are
included in selling and administrative expenses and all other research and development costs are included in other operating
expenses.
Software Development Costs. The Company capitalizes qualifying payroll and contracting costs related to the development
of internal use software after the conceptual formulation stage has been completed. Such costs are amortized over the estimated
useful life of the software, which is generally three to five years. Capitalized software costs were approximately $561,000,
$280,000, and $56,000 in 2001, 2002, and 2003 respectively. Amortization expense related to its capitalized software was
approximately $1.0 million, $1.1 million, and $0.7 million in 2001, 2002, and 2003, respectively.
Comprehensive Income.Comprehensive income is defined as the change in equity of a business enterprise during a period
related to transactions and other events and circumstances from nonowner sources. Comprehensive income includes all changes in
equity during a period except those resulting from investments by owners and distributions to owners. The Company’s
comprehensive income includes foreign currency translation adjustments and unrealized gains and losses from its investments
classified as available-for-sale.
Earnings Per Share. Basic Earnings Per Share (“EPS”) calculations are based on the weighted-average number of the
Company’s common shares outstanding during the period, while diluted EPS calculations are calculated using the weighted-average
number of common shares and dilutive common share equivalents outstanding during each period. The Company uses its weighted-
average close price of its stock to determine the dilution of its stock options and warrants related to its EPS calculation.
Concentrations of Credit Risk. Financial instruments, which potentially subject the Company to concentrations of credit risk,
consist principally of cash, cash equivalents, investments, receivables from related parties, and restricted cash. The Company utilizes
financial institutions that the Company considers to be of high credit quality. The Company believes its notes receivables from
shareholders are fully collectible.
Fair Value of Financial Instruments. The fair value of the Company’s financial instruments, including cash and cash
equivalents, restricted cash, time deposits, notes receivable, notes payable, capital leases, deferred revenues, and accrued expenses,
approximate their recorded values due to their relatively short maturities.
35
Foreign Currency Translation. The Company’s Australian and United Kingdom subsidiaries are operating as limited service
providers and the United States dollar is considered to be their functional currency. As a result, nonmonetary assets and liabilities are
translated at historical rates, monetary assets and liabilities are translated at exchange rates in effect at the end of the year, and
revenues and expenses are translated at weighted-average exchange rates for the year. Translation (gains) and losses totaled
approximately $86,000, ($113,000), and ($862,000) in 2001, 2002, and 2003, respectively.
Accumulated Other Comprehensive Income (Loss). The Company considers the Japanese Yen the functional currency of its
Japanese subsidiary because it conducts substantially all of its business in Japanese Yen. The Company’s Japanese subsidiary’s
assets and liabilities are translated into United States dollars at exchange rates existing at the balance sheet dates, revenues and
expenses are translated at weighted-average exchange rates, and shareholders’ equity and intercompany accounts are translated at
historical exchange rates. The foreign currency translation adjustment is recorded as a separate component of shareholders’ equity
and is included as accumulated other comprehensive income (loss).
Commissions and Incentives. Associates are paid commissions and incentives based on their direct and indirect
commissionable net sales and downline growth. Commissions and incentives are earned over 13 business periods and each business
period is four weeks long. Commissions and incentives are accrued when earned. Some of the commissions and incentives related
to product sales are paid three weeks following the business period end and the commissions and incentives related to pack sales are
paid five weeks following the business period end.
NOTE 2: RECENT ACCOUNTING PRONOUNCEMENTS
SFAS 143. In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
Standards No. 143 (“SFAS 143”) “Accounting for Asset Retirement Obligations.” SFAS 143 is effective for fiscal years beginning after
June 15, 2002. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which
it is incurred if a reasonable estimate of fair value can be determined. In addition, SFAS 143 requires the related asset retirement costs
to be capitalized as part of the carrying amount of the long-lived asset and to be amortized over the life of the lease. On January 1,
2003, the Company adopted SFAS 143, which resulted in an increase in its leasehold improvements and long-term liabilities of
$250,000 for the estimated restoration costs of its Japanese leased facilities. The Company considered the cumulative effect of this
adjustment and the impact on its consolidated net income to be insignificant.
FIN 46.In January 2003, FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” FIN 46 is
effective for variable interest entities created after January 31, 2003 and is required to be adopted for variable interest entities that
existed prior to February 1, 2003 by December 31, 2003. FIN 46 is an interpretation of Accounting Research Bulletin No. 51,
“Consolidated Financial Statements.” FIN 46 requires a variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity’s activities, entitled to receive a majority of the entity’s residual
returns or both. The adoption of this interpretation did not have a significant impact on the Company’s consolidated financial condition,
results of operations, or cash flows.
FIN 46R. In December 2003, FASB issued a revision to FIN 46 (“FIN 46R”), to clarify some of the provisions and to exempt
certain entities from its requirements. Under the new guidance, special effective date provisions apply to enterprises that have fully or
partially applied FIN 46 prior to issuance of the revised interpretation. Otherwise, application of FIN 46R is required in financial
statements of public entities that have interests in structures that are commonly referred to as special-purpose entities (“SPE’s”) for
periods ending after December 15, 2003. Application by public entities, other than business issuers, for all other types of variable
interest entities other than SPE’s is required in financial statements for periods ending after March 15, 2004. The Company does not
have interest in structures commonly referred to as SPE’s, therefore the adoption of FIN 46R is not expected to have a material impact
on the Company’s consolidated financial position, results of operations or cash flows.
SFAS 132R.In December 2003, FASB issued a revision to Statement of Financial Accounting Standards No. 132 (“SFAS 132R”),
“Employers’ Disclosure about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88 and 106.”
SFAS 132R requires additional disclosures to those required in the original SFAS 132 about the assets, obligations, cash flows, and
net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The provisions of SFAS 132
remain in effect until the provisions of SFAS 132R are adopted. SFAS 132R is effective for companies with interim periods beginning
after December 15, 2003. The adoption of SFAS 132R is not expected to have a material impact on the Company’s consolidated
financing position, results of operations or cash flows.
36
SFAS 149. In April 2003, FASB issued Statement of Financial Accounting Standards No. 149 (“SFAS 149”), “Amendment of
Statement 133 on Derivative Instruments and Hedging Activities.” SFAS 149 amends SFAS 133 “Accounting for Derivative
Instruments and Hedging Activities” and the related implementation guidance and is effective for contracts entered into or modified
after September 30, 2003, except for hedging relationships designated after September 30, 2003. SFAS 149 clarifies the definition of
a derivative and amends the financial accounting and reporting required for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. In addition, SFAS 149 improves the financial reporting
requirements by requiring more consistent reporting of contracts as either derivatives or hybrid instruments. The adoption of SFAS
149 did not have a significant impact on the Company’s consolidated financial condition, results of operations, or cash flows.
SFAS 150. In May 2003, FASB issued Statement of Financial Accounting Standards No. 150 (“SFAS 150”), “Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS 150 broadens the definition of financial
instruments and establishes standards for classifying and measuring certain financial instruments that have characteristics of both
liabilities and equity. SFAS 150 also requires that an issuer classify a financial instrument that is within its scope as an asset or a
liability. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have a significant impact on
the Company’s consolidated financial condition, results of operations, or cash flows.
NOTE 3: INVESTMENTS
The Company began investing in investments in 2003 and has classified its investments as available for sale. At December 31,
2003, the Company’s investments consisted of the following:
Short-term:
Federal National Mortgage Association
Long-term:
Federal Home Loan Bank
Corporate asset-based obligations
State regulated utility company obligation
Total investments
Amortized cost Gross unrealized loss
Fair Value
(in thousands)
$ 2,140
$ —
$ 2,140
3,998
5,000
1,000
9,998
$12,138
(4)
—
—
(4)
($ 4)
3,994
5,000
1,000
9,994
$12,134
The Company’s fair value of investments by contractual maturity at December 31, 2003, in thousands are as follows:
Due in one year or less
Due between one and three years
Due after three years
NOTE 4: INVENTORIES
$ 2,140
3,994
6,000
$12,134
At December 31, 2002, the Company established a provision for slow-moving and obsolete inventory of $124,000. In 2003, the
Company increased its inventory provision by $213,000 and wrote-off inventories of $91,000. Inventories consisted of the following
(in thousands):
Raw materials
Finished goods, less inventory reserves for obsolescence of $124 in 2002 and $246 in 2003
December 31,
2002
$1,481
4,034
$5,515
2003
$1,517
6,344
$7,861
37
NOTE 5: PROPERTY AND EQUIPMENT
At December 31, 2002 and 2003, property and equipment consisted of the following (in thousands):
Office furniture and equipment
Computer hardware and software
Automobiles
Leasehold improvements
Less accumulated depreciation
Construction in progress
Estimated useful life
5 to 7 years
3 to 5 years
3 or 5 years
2 to 10 years
2002
$ 5,749
11,683
28
5,700
23,160
(15,830)
7,330
137
$7,467
2003
$6,027
11,995
63
6,135
24,220
(18,717)
5,503
11
$5,514
The Company had a capital lease relating to warehouse equipment of $32,000, at December 31, 2002 and 2003. At December
31, 2003, the Company also leased a $40,000 automobile for an Australian employee. In 2002, construction in progress consisted
of internally developed software and in 2003 construction in progress consisted of software installation costs.
NOTE 6: ACCRUED EXPENSES
At December 31, 2002 and 2003, accrued expenses consisted of the following (in thousands):
Commissions and incentives payable
Accrued inventory purchases
Sales and other taxes payable
Income taxes payable
Accrued royalties and compensation
Customer deposits and sales returns
Accrued legal and accounting
Other accrued expenses
2002
$ 4,734
2,112
1,670
110
1,868
1,184
215
766
$12,659
2003
$ 6,865
2,902
1,814
2,506
3,104
799
352
1,598
$19,940
NOTE 7: NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS
In 2001, the Company entered into various finance agreements totaling $503,000, to finance premiums of its product liability,
directors and officers and international insurance. One of the notes was payable in monthly installments of $28,000 through October
2002 and the other note was payable in monthly installments of $33,000 through April 2003. Both notes earned interest at 9.15%
and were paid in full.
In January 2002, the Company leased a forklift, totaling $32,000, of which $25,000 was financed through a three-year capital
lease. The capital lease earns interest at 6.0%, expires in December 2004, and contains a bargain purchase option. In 2003, the
Company’s Australian operations leased an automobile totaling $40,000 through a three-year capital lease. The capital lease earns
interest at 5% and expires in July 2006.
In March 2003, the Company entered into a one-year $2.0 million line-of-credit with one of its primary banking institutions,
JPMorganChase Bank. The Company has not drawn on its line-of-credit. The line-of-credit agreement does not contain any financial
covenants or any commitment fees; however, the Company is required to restrict $2.1 million of its cash as collateral for this line-of-
credit. The Company expects to renew this line-of-credit in 2004.
38
NOTE 8: INCOME TAXES
The components of the Company’s income (loss) before income taxes are attributable to the following jurisdictions for the years
ended December 31 (in thousands):
United States
Foreign
2001
($ 484)
(3,280)
($3,764)
2002
$3,917
(575)
$3,342
2003
$ 9,922
2,816
$12,738
The components of the Company’s income tax provision for 2001, 2002, and 2003 are as follows:
Current provision:
Federal
State
Foreign
Deferred provision:
Federal
State
2001
2002
2003
$1,522
—
80
1,602
(1,721)
15
(1,706)
($ 104)
$1,049
96
90
1,235
178
41
219
$1,454
$5,161
394
123
5,678
(1,560)
(170)
(1,730)
$3,948
A reconciliation of the Company’s effective tax rate and the U.S. federal statutory rate is summarized as follows:
Federal statutory income taxes
State income taxes, net of federal benefit
Difference in foreign and United States tax on foreign operations
Effect of changes in its valuation allowance
Nondeductible expenses
Other
For the year ended December 31,
2002
34.0%
2.7
(5.9)
9.9
1.2
1.6
43.5%
2001
34.0%
(0.3)
13.2
(44.6)
(1.4)
1.9
2.8%
2003
35.0%
1.8
(0.3)
(5.3)
0.5
(0.8)
30.9%
39
The Company’s deferred taxes consisted of the following at December 31, (in thousands):
DEFERRED TAX ASSETS:
Current:
Deferred revenue
Inventory capitalization
Inventory reserves
Accrued expenses
Current portion of severance expenses
Other
Total current deferred tax assets
Noncurrent:
Depreciation and amortization
Net operating losses carryforward for the Japan subsidiary
Non-cash accounting charge related to stock options and warrants
Severance expenses, net of current portion
Capital loss carryforward
Total noncurrent deferred tax assets
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net of valuation allowance
DEFERRED TAX LIABILITIES:
Noncurrent:
Depreciation and amortization
Other
Total deferred tax liabilities
2002
2003
$ 400
114
86
204
207
2
1,013
—
2,936
—
56
19
3,011
4,024
(2,936)
$1,088
$ 1,210
139
52
592
367
3
2,363
286
2,258
195
136
14
2,889
5,252
(2,258)
$2,994
($ 124)
(28)
($ 152)
$ —
—
$ —
At December 31, 2002 and 2003, the Company’s valuation allowance was $2.9 million and $2.3 million, respectively. The
valuation allowance represents a reserve against the deferred tax asset related to Japan’s net operating loss carryforwards, as the
Company believes that the likelihood of realizing an income benefit in the future does not meet the more likely than not criteria for
recognition.
Net deferred tax assets (liabilities) are classified in the accompanying consolidated financial statements as follows (in thousands):
Current deferred tax assets
Noncurrent deferred tax assets
Noncurrent deferred tax liabilities
Net deferred tax assets
2002
$1,013
—
(77)
$ 936
2003
$2,363
631
—
$2,994
A provision was not made for any U.S. or additional foreign taxes on approximately $0.6 million of undistributed earnings related
to the Company’s foreign subsidiaries as these earnings were and are expected to continue to be permanently reinvested. If the
Company identifies an exception to its general reinvestment policy of undistributed earnings, additional taxes will be provided.
40
NOTE 9: TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES
On February 17, 1999, the Company signed five separate notes receivable agreements with five shareholders who were also
affiliates of the Company. The notes bear interest at 6.0%, with installments due annually through February 17, 2004. In 2001, the
Company agreed to modify the terms of one of these affiliates, Mr. Charles Fioretti’s, note receivable as part of his separation and
release agreement. Mr. Fioretti is a former Chairman and Chief Executive Officer of the Company. Under the terms of the modified
agreement dated June 4, 2001, Mr. Fioretti’s remaining principal balance of $127,121 continues to accrue interest and is due on the
earlier of February 17, 2011 or thirteen days after the date in which Mr. Fioretti no longer owns at least 100,000 shares of the
Company’s common stock. As of December 31, 2003, Mr. Fioretti owed principal and interest related to this note of approximately
$150,000 and the Company has classified this note as noncurrent. As of December 31, 2003, the balance of the remaining notes,
excluding Mr. Fioretti’s, was approximately $55,000 and was paid in full by the two shareholders in February 2004.
On August 8, 2000, the Company loaned Mr. Charles Fioretti $500,000. The loan was collateralized by 174,570 shares of Mr.
Fioretti’s stock and was repaid in six successive monthly installments of 26,455 shares of his common stock beginning on September
3, 2000 and continuing through February 3, 2001. During 2000, Mr. Fioretti exchanged 105,820 shares of his stock with the Company
to reduce the loan to him by $333,000. During 2001, Mr. Fioretti exchanged 52,910 shares of his stock with the Company to pay off
the remaining balance of his loan.
On August 8, 2000, the Company also entered into a lockup and repurchase agreement with Mr. Charles Fioretti. Under the terms
of the agreement, the Company agreed to buy up to $1.0 million worth of his stock. On a monthly basis, beginning on March 3, 2001
and continuing through February 3, 2002, the Company agreed to buy $83,333.33 worth of his stock, valued at 90% of the fair market
value price on the close of that business day. During 2001, the Company purchased 589,971 shares from Mr. Fioretti valued at
$583,333 relating to this lockup and repurchase agreement. On September 24, 2001, the Company amended this agreement with Mr.
Fioretti to release him from his lockup and repurchase agreement so that Mr. Fioretti could sell 3,500,000 of his common shares to
Mr. J. Stanley Fredrick, shareholder and board member, and the Company subsequently discontinued stock repurchases from Mr.
Fioretti.
In 2001, 2002, and 2003, the Company recorded commission expense for a former major shareholder and executive officer, Mr.
William Fioretti, of approximately $117,000, $85,000 and $18,000, respectively. Mr. William Fioretti is the cousin of Mr. Charles Fioretti.
On September 28, 2001, the Company entered into an agreement with Mr. Ray Robbins, a high-level associate, shareholder,
board member, and Company co-founder, to sell him 815,009 shares of the Company’s treasury stock at a price of $1.00 per share.
In October 2001, the Company entered into an agreement with Mr. J. Stanley Fredrick, a board member, to pay him $185,000
per year for consulting services and a lock-up provision, which prohibited him from selling his Mannatech stock while the agreement
was in effect. In June 2003, the Company modified this agreement to increase the annual payment to Mr. Fredrick to $285,000
because he was providing additional advice and performing various functions for the Company. In November 2003, the Company
cancelled this modified agreement and entered into a new Lock-Up Agreement whereby the Company pays Mr. Fredrick $185,000 per
year. In addition, on November 6, 2003, the Company agreed to pay Mr. Fredrick $100,000 annually, to act as a lead director for its
board of directors.
On June 4, 2002, Dr. John Axford was elected to the Company’s board of directors. The Company paid Dr. Axford $35,000,
$20,000 and $8,000 during 2001, 2002, and 2003, respectively, related to various research and development consulting fees. In
October 2002, the Company signed a three-year agreement with St. Georges’ Hospital, the employer of Dr. Axford, to fund a grant for
$148,000, to help fund a clinical trial. St. Georges Hospital is located in London, England where Dr. Axford is the principal investigator
in the clinical trial funded by the Company for St. George’s Hospital.
41
NOTE 10: EMPLOYMENT AGREEMENTS
Effective September 1, 1998, the Company entered into a five-year employment agreement with Dr. Bill H. McAnalley, its Chief
Science Officer and Senior Vice President of Research and Development. The employment agreement expired in August 2003. In
August 2003, the Company entered into a new two-year employment agreement with Dr. McAnalley. Under the terms of this new
two-year agreement, Dr. McAnalley’s annual salary was increased to $330,000 and he is also eligible to participate in all employee
benefits available to other Company executives. If the Company cancels the employment agreement without cause, the Company is
required to pay his remaining annual salary for the duration of the agreement.
On November 1, 1999, the Company entered into a three-year employment agreement with Mr. Terry L. Persinger, its Chief
Operating Officer, President and board member. The employment agreement specifies an annual salary and provides that either party
can cancel the agreement. If the Company cancels the employment agreement without cause, the Company is required to pay his
annual salary for the remaining duration of the agreement. Mr. Persinger is also eligible to participate in all employee benefits available
to other Company executives. On November 1, 2001, the Company amended this employment agreement to extend the term to
December 31, 2004 and to increase his annual salary to $340,000 beginning on January 1, 2002.
On May 5, 2000, Mr. Samuel L. Caster resigned as the Company’s President. On June 1, 2000, the Company entered into a
consulting agreement with Mr. Caster. Under the terms of the agreement, the Company agreed to pay Mr. Caster $50,000 per month
plus automobile lease expenses, insurance, and other expenses. During 2000, 2001, and 2002, the Company incurred expenses
related to this agreement of approximately $312,000, $628,000, and $162,000. On March 5, 2002, the Company’s board of directors
elected to terminate the consulting agreement with Mr. Caster and hire him as an employee. In October 2002, the Company entered
into a written employment agreement with Mr. Caster whereby Mr. Caster is employed by the Company until December 31, 2005
and is paid an annual salary of $600,000. Mr. Caster is also eligible to participate in all employee benefits available to other Company
executives. The Company is obligated to pay the remainder of the agreement until December 31, 2005, except in the case of
resignation, death, incapacitation, or termination with cause.
On June 4, 2001, Mr. Charles Fioretti resigned as the Company’s Chairman of the Board and as an employee and the Company
entered into a separation agreement and full and final release agreement with him. Under the terms of the separation agreement, the
Company agreed to purchase 50,000 shares of Mr. Fioretti’s common stock valued at $1.45 per share and pay him $600,000 on
June 11, 2001 and $600,000 on June 11, 2002.
On December 29, 2000, the Company entered into a separation agreement with Mr. Anthony Canale, who resigned as its Chief
Operating Officer of International Operations as of February 28, 2001. The Company agreed to pay Mr. Canale $400,000 on March
1, 2001, $250,000 on February 28, 2002, and $250,000 on February 28, 2003. In addition, on March 1, 2001, the Company agreed
to grant Mr. Canale a total of 213,333 fully vested warrants, which are exercisable for seven years at prices ranging from $1.75 to
$4.00 per share. As of December 31, 2003, none of his warrants had been exercised.
In the second quarter of 2001, the Company recorded a severance charge of $3.4 million related to severance agreements with
several former officers of the Company including, among others, Ms. Deanne Varner and Mr. Patrick Cobb. Under the terms of their
agreements, the executives are bound by certain non-compete and confidentiality clauses and the Company agreed to pay Ms. Varner
and Mr. Cobb an aggregate amount of $817,000 in 2001, $624,000 in 2002, $544,000 in 2003, and $150,000 in 2004. The
payments consist of various charges including compensation related to the cancellation of their employment agreements, health
insurance, and automobile expenses. The Company also agreed to grant Ms. Varner a total of 163,333 stock options and Mr. Patrick
Cobb a total of 60,000 stock options, all at exercise prices ranging from $1.75 to $4.00 per share. The stock options vested on the
date they were granted and as of December 31, 2003, all of Mr. Cobb’s stock options were exercised and all but 500 stock options
were exercised by Ms. Varner.
In July 2002, the Company entered into a Non-Compete and Confidentiality Agreement with Dr. H. Reginald McDaniel, a former
employee who resigned from the Company in June 2002. Under the terms of the Non-Compete and Confidentiality Agreement, the
Company agreed to pay Dr. McDaniel $25,000 a month, as consideration for his continued compliance with the non-compete clause
of this agreement. In July 2003, the Company agreed to renew the term of this Non-Compete and Confidentiality Agreement for an
additional year and continue to pay Dr. McDaniel $25,000 a month through June 2004.
42
On April 15, 2003, Robert M. Henry resigned from the Company as its Chief Executive Officer and as a member of its Board of
Directors, and the Company entered into a Separation Agreement with Mr. Henry. Under the terms of the Separation Agreement, the
Company was required to pay Mr. Henry a total of $1.4 million, of which $0.8 million remained unpaid at December 31, 2003. The
Company will pay Mr. Henry $0.4 million in 2004 and the remaining $0.4 million in 2005. The severance payments primarily related
to the Company’s contractual obligations of Mr. Henry’s terminated employment agreement, which would have expired in 2004,
outplacement fees, attorney fees, relocation fees, health and life insurance, and title to his leased vehicle. In addition, the Company
extended the term of Mr. Henry’s 266,667 vested stock options to the earlier of ten years from the original date of grant or one year
after Mr. Henry’s death and recorded a one-time non-cash compensation charge of $0.6 million. As of December 31, 2003, Mr. Henry
had exercised 108,333 of his stock options. Pursuant to the Separation Agreement, Mr. Henry agreed to provide certain consulting
services to the Company through December 31, 2005 and is prohibited from being affiliated with another dietary supplement
network-marketing company that specializes in products that are glyconutritional or aloe-based for a specified period.
In September 2003, the Company recorded a severance charge of $0.4 million related to the resignation of Mr. Brad Wayment,
its Senior Vice President of Marketing. During 2003, the Company also paid $0.2 million to various employees related to various
severance agreements, which primarily related to salary and benefits. Subsequently, in October 2003, the Company entered into an
agreement with Mr. Wayment whereby the Company agreed to accelerate the vesting period for 16,666 of Mr. Wayment’s stock
options and to extend the term of Mr. Wayment’s 100,000 stock options from November 1, 2003 until October 13, 2004. The change
in Mr. Wayment’s stock options resulted in the Company recording an additional non-cash compensation charge of $0.3 million in
the fourth quarter of 2003. As of December 31, 2003, Mr. Wayment had exercised all but 10,000 of his stock options.
NOTE 11: EMPLOYEE BENEFIT PLANS
Employee Retirement Plan
Effective May 9, 1997, the Company adopted a Defined Contribution 401(k) and Profit Sharing Plan (the “Plan”) for its United
States employees. The Plan covers all full-time employees who have completed three months of service and attained the age of
twenty-one. United States Employees can contribute up to 100% of their annual compensation, but are limited to the maximum dollar
allowable under the Internal Revenue Code. The Company matches 25% of the first 6% contributed and may also make discretionary
contributions to the Plan, which may not exceed 100% of the first 15% of the employees’ annual compensation. Company
contributions, to the United States employees, vest ratably over a five-year period. During 2001, 2002, and 2003, the Company
contributed approximately $185,000, $288,000 and $129,000, respectively, to the Plan.
The Company sponsors a retirement plan for its full-time employees of its Japanese operations. The Company accrued $0.1
million related to the estimated pension plan benefit, which is primarily related to the participants’ compensation and years of credited
service. Pursuant to FAS 87 and FAS 132R, the Company has not made additional disclosures related to this retirement plan, due to
lack of materiality of this obligation.
Stock Option Plans
In May 1997, the Company’s board of directors approved its 1997 Stock Option Plan (the “1997 Plan”), which provides incentive
and nonqualified stock options to employees and nonemployees. The Company reserved 2,000,000 shares of its common stock for
issuance pursuant to the 1997 Plan. No options granted under this plan will remain exercisable later than ten years after the date of
grant.
In May 1998, the Company’s board of directors approved its 1998 Stock Option Plan (the “1998 Plan”), which provides incentive
and non-incentive stock options to employees. The Company reserved 1,000,000 shares of common stock for issuance pursuant to
the stock options granted under this 1998 Plan. No options granted under this plan will remain exercisable later than ten years after
the date of the grant.
In June 2000, the Company’s board of directors approved its 2000 Stock Option Plan (the “2000 Plan”), which provides
incentive and nonqualified stock options to employees and nonemployees. The Company reserved 2,000,000 shares of common
stock for issuance pursuant to the stock options granted under this 2000 Plan. No options granted under this plan will remain
exercisable later than ten years after the date of grant.
43
Stock options outstanding for the 1997, 1998, and 2000 Plans, (collectively, “the Stock Option Plans”) are in thousands, except
per share information as follows:
Outstanding at beginning of year
Granted
Exercised
Canceled
Outstanding at end of year
Options exercisable at year end
Weighted-average fair value of options granted
during the year
2001
2002
2003
Weighted
average
Shares
exercise
(000s)
price
3,371
$4.44
100
$2.55
$1.53
—
$5.30 (105)
3,366
$3.65
2,437
$4.27
Weighted
average
Shares
exercise
(000s)
price
3,366
$3.65
$2.50
297
$ — (1,065)
$2.76 (285)
2,313
$3.64
1,978
$4.02
Shares
(000s)
3,553
1,060
(111)
(1,131)
3,371
1,462
$2.04
$1.98
Weighted
average
exercise
price
$3.64
$7.04
$2.87
$2.76
$4.53
$4.33
$4.72
The following table summarizes information with respect to options outstanding and exercisable at December 31, 2003, in
thousands, except per share information:
$1.07 – $2.00
$2.25 – $2.69
$3.49 – $5.46
$7.00 – $8.20
$1.07 – $8.20
Options outstanding
Options exercisable
Number
of
shares
(000s)
154
1,209
122
828
2,313
Weighted
average
exercise
price
$1.17
$2.64
$3.81
$7.96
$4.53
Weighted
average
remaining
contractual
life (in years)
4.8
6.7
7.3
5.8
6.4
Number
of shares
(000s)
137
1,114
84
643
1,978
Weighted
average
exercise
price
$1.61
$2.63
$3.69
$7.92
$4.33
As discussed in Note 10, during 2001, the Company issued 223,333 stock options and 213,333 warrants to former executives
as part of their severance agreements. The stock options and warrants are exercisable immediately at prices ranging from $1.75 to
$4.00 per share and have terms of seven to ten years. As of December 31, 2003, all but 500 of the stock options were exercised but
none of the warrants had been exercised. The stock options and warrants requires variable accounting treatment, which requires the
Company to record a compensation charge equal to the difference between the fair market price and the exercise price of these
options each quarter. In 2001, 2002, and 2003, the Company recorded compensation expense (income) related to these stock
options and warrants totaling $53,680, ($53,680), and $1.5 million, respectively.
The Company, as part of compensation to its board of directors, issues stock options to its new independent board members.
In June 2002, the Company issued 50,000 stock options to Alan Kennedy and John Axford, respectively, who were elected as
independent directors. The stock options vest immediately, are exercisable at an exercise price of $2.50 per share and have a term
of ten years. In June 2003, the Company issued 50,000 stock options to Gerald Gilbert, an independent director, the stock options
vest over three years, are exercisable at an exercise price of $3.49 per share and have a term of ten years. In November 2003, the
Company issued 25,000 stock options to Patricia Wier, an independent director, the stock options vest over three years, are
exercisable at a price of $7.45 per share, and have a term of ten years. In November 2003, the Company also issued 200,000 stock
options to Samuel Caster, its Chairman and CEO and who is also a 22.0% owner of the Company’s stock. Twenty percent of Mr.
Casters’ stock options vested immediately, thereafter his remaining stock options vest ratably over four years and are exercisable at
an exercise price of $8.195 per share and has a term of 5 years.
44
NOTE 12: COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases certain office space, automobiles, and computer hardware and warehouse equipment under various
noncancelable operating leases. Some of these leases have options to renew. The leases expire at various times through January
2007. The Company also leases equipment under various month-to-month cancelable operating leases. Total rent expense was
approximately $2.1 million, $2.0 million, and $2.1 million in 2001, 2002, and 2003, respectively. During 2002, the Company entered
into a master lease to lease approximately $300,000 of computer hardware under a noncancelable master lease. The master lease
contained seven separate three-year operating leases that expire at various times through October 2005. In April 2003, the Company
obtained an additional master operating lease with a financial institution to lease additional computer hardware in an amount of $0.4
million that is payable through October 2006. In February 2004, the Company entered into a master operating lease line-of-credit
with a financing company to lease up to $1.0 million in computer hardware. As of March 1, 2004, the Company had not used this
lease line-of-credit.
Approximate future minimum rental commitments for operating leases are as follows (in thousands):
Year ending December 31,
2004
2005
2006
January 2007
Purchase Commitments
$1,902
1,089
894
308
$4,193
The Company maintains a purchase commitment with one of its suppliers to purchase its raw material, called Manapol®. In
December 2003, the Company renewed its purchase commitment. Under the terms of the new purchase commitment, the Company
and its manufacturers are collectively required to purchase from this supplier, a minimum monthly volume of $0.3 million of raw
materials at an agreed upon price through November 2004.
Royalty Agreements
The Company maintains a royalty agreement with Jett, a high level associate and a 4.8% shareholder whereby the Company
agreed to pay Jett a total of $1.6 million related to certain royalties. The Company agreed to pay him a royalty of $5.00 for each
specific training material and sales aid that is developed by him and sold by the Company. At December 31, 2002 and 2003, the
Company paid Jett royalties associated with this agreement of $0.1 million and $0.4 million, respectively, which accumulated to $0.5
million.
On August 7, 2003, the Company entered into a royalty agreement with Dr. Bill McAnalley. While Dr. McAnalley is employed by
the Company, the Company agreed to pay him the greater of his annual royalties or an annual executive bonus. In 2003, the Company
accrued $0.1 million related to this royalty agreement. After employment with the Company ceases, the Company would be required
to pay Dr. McAnalley, or his heirs, royalties that are based on its global product sales in excess of $105.4 million. This royalty
agreement is effective during the course of Dr. McAnalley’s employment with the Company plus ten years thereafter.
The Company also utilizes royalty agreements with individuals and entities to provide compensation for items such as reprints
of articles or speeches relating to the Company, sales of promotional videos featuring sports personalities, and promotional efforts
used by the Company for product sales or attracting new associates. Total royalties expenses for such royalty agreements were
approximately $0.4 million, $0.5 million, and $0.4 million in 2001, 2002, and 2003, respectively.
45
NOTE 13: CAPITAL STOCK
Preferred Stock
On April 8, 1998, the Company amended its Articles of Incorporation to reduce the number of authorized shares of common
stock from 100.0 million to 99.0 million. Additionally, the Company authorized 1.0 million shares of preferred stock with a par value
of $0.01 per share. No shares of preferred stock have been issued or are outstanding.
Treasury Stock
During 2000 and 2001, the Company acquired an aggregate of 798,701 shares of common stock from Mr. Charles Fioretti for
a total cost of $1.2 million as described more fully in Notes 9 and 10. As described in Note 9, in September 2001, the Company
agreed to sell 815,009 shares of the Company’s treasury stock to Mr. Ray Robbins. In December 2001, Dr. Bill McAnalley tendered
27,701 shares of his common stock to the Company, at the current market price on the date of transfer, in order to exercise 74,074
of his stock options. In September 2003, Dr. McAnalley tendered another 12,422 shares of his common stock to the Company, at
the current market price on the date of transfer, in order to exercise an additional 74,074 of his stock options. In November 2003, an
executive officer of the Company tendered 3,626 shares of their common stock to the Company, at the current market price on the
date of transfer, in order to exercise 15,000 of her stock options.
NOTE 14: LITIGATION
In October 1997, the Company filed a Notice of Objection to the issuance of a registered trademark issued to IntraCell Nutrition,
Inc., which had filed a trademark application for the name “Manna.” On May 19, 2000, the Company’s Notice of Opposition was
rejected. To date, no infringement action has been filed against the Company by IntraCell. If IntraCell brings any infringement action
against the Company, a negative determination could adversely affect the Company’s business, results of operations, financial
condition, and liquidity.
In February 2003, the Australian Therapeutic Goods Administration, referred to as the TGA, notified the Company that it was the
subject of an investigation. In March 2003, the Company was further notified that the allegations by the TGA related to four separate
incidents over the period from November 2002 through March 2003. The notification by the TGA alleged that the Company and/or
its independent associates made certain claims or representations in Australia relating to the Company’s products that either
breached the Therapeutic Goods Advertising Code or resulted in violations of the Therapeutic Goods Act 1989. As a result, the
Company took certain corrective actions, including initiating investigative compliance complaint procedures against certain of its
independent associates alleged to have breached the Company’s associates’ policies and procedures. In June 2003, the Company
received a letter from the TGA stating that subject to additional information about the specific outcomes of the complaint procedures,
the TGA did not intend to take any further action against the Company and as a result, the Company considers this matter to be
closed.
On November 21, 2003, the Company was again contacted by the TGA with regard to several associate promotional materials
that were submitted to the TGA. The Company continues to work with the TGA in resolving these complaints and has asked for
additional information from the TGA, so it can initiate any appropriate action in accordance with its associate policies and procedures.
As of March 1, 2004, the Company had not received any further response from the TGA and therefore, the Company is unable to
determine the scope of the TGA inquiry or the facts giving rise to a potential violation.
The Company has several pending claims incurred in the normal course of business. In the opinion of management such claims,
including those referred to above, can be resolved without any material affect on the Company’s consolidated financial condition or
results of operations.
NOTE 15: EARNINGS PER SHARE
The following data shows the amounts used in computing EPS and their effect on the Company’s weighted-average number of
common shares and dilutive common share equivalents for the years ended December 31, 2001, 2002 and 2003. At December 31,
2001, all of the Company’s 3.4 million common stock options and 213,333 warrants were excluded from its diluted EPS calculation
using a weight-average close price of $1.50 per share, as their effect was antidiluted. At December 31, 2002, 2.9 million of the
Company’s common stock options and 213,333 warrants were excluded from its diluted EPS calculation using a weighted-average
close price of $1.56 per share, as their effect was antidiluted. At December 31, 2003, 0.8 million of the Company’s common stock
options were excluded from its diluted EPS calculation using a weighted-average close price of $5.34 per share, as their effect were
antidilutive. The amounts are rounded to the nearest thousands, except for per share amounts.
46
2001
2002
2003
Loss
Shares
Per
Share
Income
Shares
Per
Share
Income
Shares
Per
Share
(Numerator) (Denominator) Amount
(Numerator) (Denominator)
Amount
(Numerator) (Denominator) Amount
Basic EPS:
Net income (loss) available to
common shareholders
($3,660)
24,730
($0.15)
$1,888
25,135
$0.08
$8,790
25,494
$0.34
Effect of dilutive securities –
Stock options
Stock warrants
Diluted EPS:
Net income (loss) available to
—
—
—
—
—
—
—
—
130
—
(0.01)
—
—
—
635
46
—
—
common shareholders plus
assumed conversions
($3,660)
24,730
($0.15)
$1,888
25,265
$0.07
$8,790
26,175
$0.34
NOTE 16: SEGMENT INFORMATION
The Company conducts its business within one industry segment. No single associate has ever accounted for more than
10% of total sales.
The Company aggregates its operating segments because it operates as a single reportable segment as a seller of nutritional
supplements through its network-marketing distribution channels operating in six different countries. In each country, the Company
markets their products and pays commissions and incentives in similar environments. The Company’s management reviews its
financial information by country and concentrates its internal reporting and analysis of revenues on pack sales and product sales.
The Company sells its products through its independent associates and distributes its products through similar distribution channels
in each country. Each of the Company’s operations sells primarily the same products and possesses similar economic characteristics
such as similar gross margins. The Company’s Canadian operations is serviced through its United States corporate facility and its
products are shipped through a third party distribution facility located in Canada. The Company’s New Zealand operations is serviced
through its Australian operations and its products are shipped through a third party distribution facility located in Australia. None of
its other foreign operations exceed 10% of consolidated net sales or assets. Net sales by country and pack and product information
are as follows:
Year
2001
2002
2003
United States
Canada
$ 99.3 77.1% $18.1 14.1% $ 4.4 3.4%
$105.0 74.5% $16.4 11.6% $ 6.6 4.7%
$127.8 67.0% $16.7 8.7% $15.6 8.2%
Australia
* New Zealand began operations in June 2002.
Consolidated Product sales
Consolidated Pack sales
Consolidated Other, including freight
Total
Japan
United Kingdom
$1.2 1.0% $ 5.7 4.4% $ — —% $128.7
$1.6 1.1% $ 9.0 6.4% $2.3 1.7% $140.9
$5.0 2.6% $18.6 9.7% $7.3 3.8% $191.0
New Zealand *
Totals
2003
2001
Twelve months ended December 31,
2002
(in millions)
$105.5
29.2
6.2
$140.9
$102.4
19.5
6.8
$128.7
$144.3
39.0
7.7
$191.0
Canada and New Zealand operations operate through offices in the United States and Australia, respectively. Long-lived assets
by country includes property, plant and equipment and for the year ended December 31, 2001, 2002, and 2003 are as follows (in
millions):
Country
Australia
Japan
United Kingdom
United States
2001
$ 0.4
0.7
0.3
9.0
$10.4
2002
$0.3
0.5
0.2
6.5
$7.5
2003
$0.3
0.5
0.1
4.6
$5.5
47
Special Note Regarding Forward-Looking Statements
This report 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,” 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 cautions its readers that these forward-
looking statements speak only of the date of this report and are subject to certain known and unknown 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 report. For further discussion of these and other factors that could affect Mannatech’s future results, readers of this
report should refer to the various reports and documents filed with the Securities and Exchange Commission.
CORPORATE INFORMATION
Corporate Headquarters:
600 S. Royal Lane, Suite 200
Coppell, TX. 75019
(972) 471-7400
www.mannatech.com
Investor Relations:
For investor information, inquiries, reports
and filings with the SEC email request to
IR@mannatech.com or call (972) 471-6512.
Independent Auditors:
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, Texas 75201
Registrar and Transfer Agent:
EquiServe Trust Company N.A.
(877) 498-8861
www.equiserve.com
Annual Shareholders’ Meeting:
Mannatech’s annual shareholder’ meeting will be
held at 10:00 a.m. Central Daylight Time on June 7,
2004, for shareholders of record on April 20, 2004.
Stock Listing:
Mannatech’s stock is listed on the
NASDAQ National Market under
the symbol “MTEX”.
COMMON STOCK PRICES
2002:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2003:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Low
High
$1.56
$2.11
$1.33
$1.15
$1.49
$2.12
$5.04
$5.52
$ 3.15
$ 3.43
$ 2.69
$ 2.75
$ 5.56
$ 7.93
$ 8.68
$14.00
As of March 8, 2004, there were approximately 4,600 shareholders of record and the total number of outstanding shares of its
common stock was 26,232,052. Mannatech did not pay any dividends in 2002 or 2003. On January 21, 2004, Mannatech’s Board
of Directors declared a $0.10 per common share dividend, payable on March 12, 2004 for shareholders owning shares on the close
of business on February 20, 2004. Thereafter, Mannatech’s Board of Directors will periodically reevaluate its dividend policy based
on its consolidated results of operations, financial condition, cash requirements, and other relevant factors. Any payments of
dividends are subject to certain limitations under the Texas Business Corporation Act.
48
Board of Directors
Samuel L. Caster
Chairman of the Board and
Chief Executive Officer,
Mannatech, Incorporated
(3,4#,5)
J. Stanley Fredrick
Lead Director,
Owner of Fredrick Consulting
Services
(1#,2*,3*,4*)
Terry L. Persinger
President and
Chief Operating Officer,
Mannatech, Incorporated
(3,5)
Marlin Ray Robbins
Independent Associate,
Mannatech, Incorporated
(3,5)
Alan D. Kennedy**
Retired, President Worldwide
for Tupperware Corporation
(1,2,4,5,6)
Gerald E. Gilbert**
Of Counsel, Hogan and
Hartson, L.L.P.
(1,2,4,5,6*)
Dr. John Stewart Axford**
Member of the Faculty at St.
George's Hospital and Medical
School, University of London
(5*)
Patricia A. Wier**
Owner of Patricia
Wier, Inc.
(1*,2,6)
(1) Audit Committee, (2) Compensation and Stock Option Plan Committee, (3) Executive Committee,
(4) Nominating and Governance Committee, (5) Science Committee, (6) Qualified Legal Compliance Committee
*Committee Chairman, #Non-voting Member, ** Independent Director
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600 S. Royal Lane, Suite 200
Coppell, Texas 75019 (972) 471-7400
www.mannatech.com