Organization, Consolidation and Presentation of Financial Statements Disclosure | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993 and is listed on the Nasdaq Global Select Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, and China). The Company sells its products principally through network marketing distribution channels via its active associates (“independent associate” or “associates” or “distributors”) and its “preferred customers,” Active business building associates and preferred customers purchase the Company’s products at published wholesale prices. The Company cannot distinguish products sold for personal use from other sales, when sold to associates, because it is not involved with the products after delivery, other than usual and customary product warranties and returns. Only associates are eligible to earn commissions and incentives. We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. The Company operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai Daily Necessity & Health Products Co., Ltd. (“Meitai”), is operating as a traditional retailer under a cross-border e-commerce model in China. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with instructions for Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, the Company’s condensed consolidated financial statements and footnotes contained herein do not include all of the information and footnotes required by GAAP to be considered “complete financial statements”. However, in the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements and footnotes contain all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s consolidated financial information as of, and for, the periods presented. The Company cautions that its consolidated results of operations for an interim period are not necessarily indicative of its consolidated results of operations to be expected for its fiscal year. The December 31, 2023 consolidated balance sheet was included in the audited consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2023 and filed with the United States Securities and Exchange Commission (the “SEC”) on March 28, 2024 (the “2023 Annual Report”), which includes all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in the 2023 Annual Report. Principles of Consolidation The condensed consolidated financial statements and footnotes include the accounts of Mannatech and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions. The use of estimates is pervasive throughout the condensed consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the condensed consolidated financial statements, Organization and Summary of Significant Accounting Policies . Significant Accounting Policies Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2023 included in our 2023 Annual Report. There have been no significant changes in our accounting policies or the application thereof during the first quarter of 2024 Basis of Presentation Certain prior year amounts have been reclassified on the Condensed Consolidated Statements of Operations to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents was $7.9 million at March 31, 2024 and $7.7 million at December 31, 2023. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. At March 31, 2024 and December 31, 2023, credit card receivables were $1.9 million and $1.4 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $4.0 million and $3.5 million at March 31, 2024 and December 31, 2023, respectively. The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits. The Company holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. A significant portion of our cash and cash equivalent balances were concentrated within the Republic of Korea, with cash and cash equivalents totaling $3.5 million and $2.3 million at March 31, 2024 and December 31, 2023, respectively. In addition, for the three months ended March 31, 2024 and 2023, a concentrated portion of our operating cash flows were earned from operations within the Republic of Korea. An adverse change in economic conditions within the Republic of Korea could negatively affect the Company’s results of operations. Restricted Cash The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) the Australia building lease collateral. At March 31, 2024 and December 31, 2023, our total restricted cash was $1.6 million and $1.7 million, respectively. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's condensed consolidated balance sheets to the total amount presented in the condensed consolidated statement of cash flows (in thousands) : March 31, 2024 December 31, 2023 March 31, 2023 December 31, 2022 Cash and cash equivalents $ 7,911 $ 7,731 $ 13,682 $ 13,777 Current restricted cash 938 938 944 944 Long-term restricted cash 693 718 465 476 Cash, cash equivalents, and restricted cash $ 9,542 $ 9,387 $ 15,091 $ 15,197 Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of March 31, 2024 and December 31, 2023, receivables consisted primarily of amounts due from preferred customers and associates. The Company's accounts receivable balances, net, are presented below (in thousands) : March 31, 2024 December 31, 2023 December 31, 2022 Accounts receivable $ 320 $ 91 $ 218 In accordance with ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. Expected loss estimates are determined utilizing an aging schedule. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. At March 31, 2024 and March 31, 2023, the Company held an allowance for credit losses of $1.2 million and $1.1 million, respectively. March 31, 2024 March 31, 2023 Allowance for credit losses at beginning of period $ 1,278 $ 973 Provision in current period (75) (17) Accounts charged off against the allowance (3) 153 Allowance for credit losses at end of period $ 1,200 $ 1,109 Inventories Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. Other Assets Other Assets consisted of the following (in thousands): See Note 8, Leases, for more information on these assets. March 31, 2024 December 31, 2023 Right of use Assets- Operating leases $ 3,104 $ 3,315 Deposit with Mutual Aid Cooperative & Consumer (Korea) 2,121 2,204 Deposits for building leases 1,249 1,310 Manapol Trademark 237 237 $ 6,711 $ 7,066 Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accrued compensation $ 1,772 $ 1,707 Accrued inventory purchases 112 861 Accrued royalties 39 38 Accrued sales and other taxes 181 201 Other accrued operating expenses 361 506 Customer deposits and sales returns 573 515 Accrued travel expenses related to corporate events 123 131 Accrued shipping and handling costs 312 291 Accrued rent expense 3 3 Accrued legal and accounting fees 735 865 Right of use Liabilities-Operating leases 1,688 1,661 $ 5,899 $ 6,779 Notes Payable Notes payable were $0.5 million and $0.2 million as of March 31, 2024 and December 31, 2023, respectively, as a result of funding from a capital financing agreement related to our computer hardware and software and other financing arrangements. Payments are made monthly according to the terms of the agreements which have a weighted average effective interest rate o f 10.5% an d are collateralized by computer hardware and software. At each of March 31, 2024 and December 31, 2023, there was no long-term portion of the liability. Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands) . See Note 8, Leases, for more information. S ee Note 9, Employee Benefit Plans , of the Company’s 2023 Annual Report for more information. March 31, 2024 December 31, 2023 Right of use liabilities- Operating leases $ 2,242 $ 2,582 Accrued lease restoration costs 351 369 Government required severance 793 822 Defined benefit plan obligation 192 213 $ 3,578 $ 3,986 Revenue Recognition The Company’s revenue is derived from sales of individual products and associate fees or, in certain geographic markets, starter packs. Substantially all of the Company’s product sales are made at published wholesale prices to associates and preferred customers. The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience. The Company recognizes revenue from shipped products when delivered to the customer, thus the performance obligation is satisfied. Corporate-sponsored event revenue is recognized when the event is held. At March 31, 2024 and December 31, 2023, remaining performance obligations related to shipments were $1.1 million and $1.4 million, respectively. The Company's remaining performance obligations related to associate fees were $0.1 million at both March 31, 2024 and December 31, 2023. These amounts are included in Deferred Revenue on the accompanying Condensed Consolidated Balance Sheets, respectively. Orders placed by associates or preferred customers constitute our contracts with customers. Product sales placed in the form of an automatic order contain two performance obligations: (a) the sale of the product and (b) the loyalty program. The Company's customer loyalty program conveys a material right to the customer to redeem loyalty points for the purchase of products. For these contracts, the Company accounts for each of these obligations separately as they are each distinct. The transaction price is allocated between the product sale and the loyalty program on a relative standalone selling price basis. Sales placed through a one-time order contain only the first performance obligation noted above — the delivery of the product. Payments are made immediately through credit card upon purchase of the products. The Company provides associates with access to a complimentary three-month package for the Success Tracker™ and Mannatech+ online business tools with the first payment of an associate fee. The first payment of an associate fee contains three performance obligations: (a) the associate fee, whereby the Company provides an associate with the right to earn commissions, bonuses and incentives for a year, (b) three months of complimentary access to utilize the Success Tracker™ online tool and (c) three months of complimentary access to utilize the Mannatech+ online business tool. The transaction price is allocated between the three performance obligations on a relative standalone selling price basis and revenue is recognized over the period that access to the tools is active. Associates do not have complimentary access to online business tools after the first contractual period. With regard to both of the aforementioned contracts, the Company determines the standalone selling prices by using observable inputs which includes the Company’s standard published price lists. Deferred Commissions The Company defers commissions on (i) the sales of products shipped but not received by customers by the end of the respective period and (ii) the loyalty program. Deferred commissions are incremental costs and are charged to expense when the related revenue is recognized. As of each of the periods shown below, our deferred commissions consisted of the following (in thousands) . March 31, 2024 March 31, 2023 Total deferred commissions at beginning of the year $ 2,130 $ 2,476 Amount recognized as commissions expense (1,411) (1,779) New commission deferrals at the end of the quarter 1,117 1,828 Total deferred commissions at end of the quarter $ 1,836 $ 2,525 Deferred Revenue The Company defers certain components of its revenue. Deferred revenue consisted of: (i) sales of products shipped but not received by customers by the end of the respective period; (ii) revenue from the loyalty program; (iii) prepaid registration fees from customers planning to attend a future corporate-sponsored event; and (iv) prepaid annual associate fees. To defer product sales that have not been received by customers, the Company estimates order delivery dates using weighted averages of historical delivery data collected from its freight carriers. As of each of the periods shown below, our deferred revenue consisted of the following (in thousands) . March 31, 2024 March 31, 2023 Total deferred revenue at beginning of the year $ 4,786 $ 5,106 Amount recognized as revenue during the quarter (3,733) (3,566) New deferrals at the end of the quarter 3,182 3,964 Total deferred revenue at end of the quarter $ 4,235 $ 5,504 The Company’s customer loyalty program conveys a material right to the customer as it provides the promise to redeem loyalty points for the purchase of products, which is based on earning points through placing consecutive qualified orders. The Company factors in breakage rates, which is the percentage of the loyalty points that are expected to be forfeited or expire, for purposes of revenue recognition. Breakage rates are estimated based on historical data and can be reasonably and objectively determined. The deferred revenue associated with the loyalty program at each of March 31, 2024 and March 31, 2023 was $3.1 million and $3.7 million, respectively. Loyalty program (in thousands) March 31, 2024 March 31, 2023 Loyalty deferred revenue at beginning of the period $ 3,242 $ 4,167 Loyalty points forfeited or expired (718) (770) Loyalty points used (2,381) (2,483) Loyalty points vested 2,152 1,938 Loyalty points unvested 761 896 Loyalty deferred revenue at end of period $ 3,056 $ 3,748 Sales Refunds and Allowances The Company utilizes the expected value method, as set forth by Accounting Standard Codification ("ASC") Topic 606 Revenue from Contracts with Customers ("ASC 606"), to estimate the sales returns and allowance liability by taking the weighted average of the sales return rates over a rolling six-month period. The Company allocates the total amount recorded within the sales return and allowance liability as a reduction of the overall transaction price for the Company’s product sales. The Company deems the sales refund and allowance liability to be a variable consideration. Historically, sales returns have not materially changed through the years, as the majority of our customers who return their merchandise do so within the first 90 days after the original sale. Sales returns have historically averaged 0.5% or less of our gross sales. As of each of the periods shown below, our sales return reserve consisted of the following (in thousands) : March 31, 2024 March 31, 2023 Sales reserve at beginning of period $ 41 $ 59 Provision in current period 178 266 Returns charged off against the reserve (166) (244) Sales reserve at end of period $ 53 $ 81 Shipping and Handling Costs The Company records inbound freight as a component of inventory and cost of sales. The Company records freight and shipping fees collected from its customers as fulfillment costs. In accordance with ASC 606-10-25-18a, freight and shipping fees are not deemed to be separate performance obligations as these activities occur before the customer receives the product. Commissions and Incentives Associates earn commissions and incentives based on their direct and indirect commissionable net sales over each month of the fiscal year. The Company accrues commissions and incentives when earned by associates and pays commissions on product and pack sales on a monthly basis. Comprehensive Income and Accumulated Other Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company’s comprehensive income consists of the Company’s net income, foreign currency translation adjustments from its Japan, Republic of Korea, Taiwan, Denmark, Norway, Sweden, Mexico and China operations, remeasurement of intercompany balances of a long-term-investment nature from its Taiwan, Mexico and Cyprus operations, and changes in the pension obligation for its Japanese employees. Accounting Pronouncements Issued but Not Yet Effective In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance, but does not expect adoption to have a material impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance on its consolidated financial statements. Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |