MANNATECH INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Operating Officer and Interim Chief Financial Officer (principal financial officer), have concluded, based on their evaluation as of December 31, 2023, that our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d – 15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act 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 us in such reports is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2023, there were no changes in our internal control over our financial reporting that we believe materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 13(f) or Rule 15d-15(f) under the Exchange Act) for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes: maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. 54 Table of Contents Item 9B. Other Information During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Documents Incorporated by Reference The information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K is incorporated by reference to the definitive proxy statement for our annual meeting to be filed with the SEC within 120 days after December 31, 2023. PART IV Item 15. Exhibits and Financial Statement Schedule (a) Documents filed as a part of the report: 1. Consolidated Financial Statements The following financial statements and Report of Independent Registered Public Accounting Firm are filed as a part of this report on the pages indicated: Index to Consolidated Financial Statements F- 1 Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; Dallas, Texas; PCAOB ID#243 F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F- 7 Notes to Consolidated Financial Statements F- 9 2. Financial Statement Schedule The financial statement schedule required by this item is included as an Exhibit to this Annual Report on Form 10-K. 3. Exhibit List See Index to Exhibits following Item 16 of this Annual Report on Form 10-K. Item 16. Form 10-K Summary Not Applicable. 55 Table of Contents INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 3.1 Amended and Restated Articles of Incorporation of Mannatech, dated May 19, 1998. S-1 333-63133 3.1 October 28, 1998 3.2 Amendment to the Amended and Restated Articles of Incorporation of Mannatech, dated January 13, 2012. 8-K 000-24657 3.1 January 17, 2012 3.3 Fifth Amended and Restated Bylaws of Mannatech, effective August 25, 2014. 8-K 000-24657 3.1 August 27, 2014 4.1 Specimen Certificate representing Mannatech’s common stock, par value $0.0001 per share. S-1 333-63133 4.1 October 28, 1998 4.2 Description of Securities 10-K 000-24657 4.2 March 26, 2020 10.1† Mannatech, Incorporated 2017 Stock Incentive Plan S-8 333-233418 4.1 August 22, 2019 10.2† First Amendment to Mannatech, Incorporated 2017 Stock Incentive Plan 10-Q 000-24657 10.1 August 7, 2019 10.3† Form of Performance Stock Unit Award Agreement 10-Q 000-24657 10.2 August 8, 2017 10.4† Form of Stock Option Award Agreement 10-Q 000-24657 10.3 August 8, 2017 10.5† Form of Restricted Stock Unit Award Agreement 10-Q 000-24657 10.4 August 8, 2017 10.6† Form of Stock Appreciation Rights Award Agreement 10-Q 000-24657 10.5 August 8, 2017 10.7† Form of Restricted Stock Award Agreement 10-Q 000-24657 10.6 August 8, 2017 10.8† Form of Performance Stock Award Agreement 10-Q 000-24657 10.7 August 8, 2017 10.9† Amended and Restated 1998 Incentive Stock Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.10† Amended and Restated 2000 Option Plan, dated August 7, 2004. 10-K 000-24657 10.1 March 15, 2004 10.11 Form of Indemnification Agreement between Mannatech and each member of the Board of Directors of Mannatech Korea, Ltd., dated March 3, 2004. 10-Q 000-24657 10.2 August 9, 2004 10.12 Form of Indemnification Agreement between Mannatech and each of the following directors: J. Stanley Fredrick, Patricia Wier, Alan D. Kennedy, Gerald E. Gilbert, Marlin Ray Robbins, Larry A. Jobe, and Robert A. Toth. 10-Q 000-24657 10.4 November 4, 2010 10.13 Commercial Lease Agreement between Mannatech and SCG Lakeside Commerce Center, L.P., dated October 18, 2017. 10-K 000-24657 10.12 March 26, 2018 10.14 Employment Agreement between Alfredo Bala and Mannatech, effective October 1, 2007, dated September 18, 2007. 8-K 000-24657 10.1 September 24, 2007 10.15 Executive Service Agreement between Mannatech Korea, Ltd. and Yong Jae (Patrick) Park, dated October 1, 2009. 10-Q 000-24657 10.1 May 12, 2015 10.16 Supply Agreement between Natural Aloe de Costa Rica, S.A. and Mannatech, dated as of November 22, 2016 (portions of this exhibit were omitted pursuant to a confidential treatment request submitted pursuant to Rule 24b-2 of the Exchange Act) 10-K 00-24657 10.61 March 14, 2017 14.1* Code of Ethic s for Officer s 10-K 00-24657 14.1 March 28, 2024 19.1* Insider Trading Disclosures 10-K 00-24657 19.1 March 28, 2024 21* List of Subsidiaries. * * * * 23.1* Consent of BDO USA, P.C. * * * * 56 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit (s) Filing Date 24* Power of Attorney, which is included on the signature page of this annual report on Form 10-K. * * * * 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer of Mannatech. * * * * 32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Operating Officer and Interim Chief Financial Officer of Mannatech. * * * * 97.1* Mandatory Recoupment Policy * * * * 99.1* Financial Statement Schedule Regarding Valuation and Qualifying Accounts. * * * * 101.INS* XBRL Instance Document * * * * 101.SCH* XBRL Taxonomy Extension Schema Document * * * * 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document * * * * 101.LAB* XBRL Taxonomy Extension Label Linkbase Document * * * * 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document * * * * 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document * * * * * Filed herewith. † Management contract, compensatory plan or arrangement. 57 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANNATECH, INCORPORATED Dated: March 28, 2024 By: /s/ Alfredo Bala Alfredo Bala Chief Executive Officer (principal executive officer) Dated: March 28, 2024 By: /s/ Landen Fredrick Landen Fredrick Chief Operating Officer and Interim Chief Financial Officer (principal financial officer) 58 Table of Contents POWER OF ATTORNEY The undersigned directors and officers of Mannatech, Incorporated hereby constitute and appoint Larry A. Jobe with the power to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorneys-in-fact, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated: Signature Title Date /s/ Alfredo Bala Chief Executive Officer (principal executive officer) March 28, 2024 Alfredo Bala /s/ Landen Fredrick President and Chief Operating Officer and Interim Chief Financial Officer (principal financial officer) March 28, 2024 Landen Fredrick /s/ J. Stanley Fredrick Chairman of the Board March 28, 2024 J. Stanley Fredrick /s/ Kevin Andrew Robbins Director March 28, 2024 Kevin Andrew Robbins /s/ Larry A. Jobe Director March 28, 2024 Larry A. Jobe /s/ Tyler Rameson Director March 28, 2024 Tyler Rameson /s/ John A. Seifrick Director March 28, 2024 John A. Seifrick 59 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F- 7 Notes to Consolidated Financial Statements F- 9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Mannatech, Incorporated Flower Mound, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Mannatech, Incorporated (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended and the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the Company’s Determination of Transfer Pricing Policies As described in Note 1 to the consolidated financial statements, the Company is subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income between the U.S. and foreign entities and that the Company is taxed accordingly. As disclosed in Note 7 to the consolidated financial statements, the Company’s loss before income taxes of $1.1 million for the year ended December 31, 2023 comprised of a loss before income taxes of $5.4 million in the United States and income before income taxes of $4.3 million outside of the United States. This is a function of the Company’s transfer pricing policies, which govern the allocation of taxable income among the Company’s various tax jurisdictions. We identified the Company’s determination of transfer pricing policies as a critical audit matter. The principal consideration for our determination was that the tax regulations that exist over transfer pricing are subjective and vary by jurisdiction. Auditing management’s transfer pricing studies and transfer pricing policies was especially challenging and required significant auditor judgement, including the involvement of tax professionals with specialized knowledge and skill. F-2 Table of Contents The primary procedures we performed to address this critical audit matter included: • Utilizing personnel with specialized knowledge and skill in transfer pricing regulations to assist in evaluating (i) the Company’s transfer pricing policies, which is based on comparisons to comparable companies and precedents set by the various taxing authorities that govern the jurisdictions in which the Company operates, and (ii) jurisdictional profit margins to ensure that the Company’s intercompany transactions and other income allocation methodologies are appropriate and comply with the Company’s transfer pricing policies. /s/ BDO USA, P.C. We have served as the Company's auditor since 2007. Dallas, Texas March 28, 2024 F-3 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2023 December 31, 2022 ASSETS Cash and cash equivalents $ 7,731 $ 13,777 Restricted cash 938 944 Accounts receivable, net of allowance of $1,278 and $973 in 2023 and 2022, respectively 91 218 Income tax receivable 465 423 Inventories, net 14,535 14,726 Prepaid expenses and other current assets 1,774 2,389 Deferred commissions 2,130 2,476 Total current assets 27,664 34,953 Property and equipment, net 4,147 3,759 Long-term restricted cash 718 476 Other assets 7,066 8,439 Deferred tax assets, net 1,611 1,501 Total assets $ 41,206 $ 49,128 LIABILITIES AND SHAREHOLDERS’ EQUITY Current portion of finance leases $ 269 $ 61 Accounts payable 4,010 4,361 Accrued expenses 6,779 7,510 Commissions and incentives payable 8,175 9,256 Taxes payable 1,521 3,281 Current notes payable 240 263 Deferred revenue 4,786 5,106 Total current liabilities 25,780 29,838 Finance leases, excluding current portion 956 88 Other long-term liabilities 3,986 5,026 Total liabilities 30,722 34,952 Commitments and contingencies (Note 11) Shareholders’ equity: Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding — — Common stock, $0.0001 par value, 99,000,000 shares authorized, 2,742,857 shares issued and 1,860,154 shares outstanding as of December 31, 2023 and 2,742,857 shares issued and 1,858,800 shares outstanding as of December 31, 2022 — — Additional paid-in capital 33,309 33,377 Retained earnings (accumulated deficit) ( 1,301 ) 1,686 Accumulated other comprehensive (loss) ( 1,015 ) ( 208 ) Treasury stock, at average cost, 882,703 shares as of December 31, 2023 and 884,057 shares as of December 31, 2022 ( 20,509 ) ( 20,679 ) Total shareholders’ equity 10,484 14,176 Total liabilities and shareholders’ equity $ 41,206 $ 49,128 See accompanying notes to consolidated financial statements. F-4 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) For the years ended December 31, 2023 2022 Net sales $ 131,955 $ 137,208 Cost of sales 29,090 33,060 Gross profit 102,865 104,148 Operating expenses: Commissions and incentives 53,588 55,483 Selling and administrative expenses 48,613 47,443 Depreciation and amortization 1,628 1,627 Total operating expenses 103,829 104,553 Loss from operations ( 964 ) ( 405 ) Interest income 4 88 Other expense, net ( 170 ) ( 162 ) Loss before income taxes ( 1,130 ) ( 479 ) Income tax provision ( 1,109 ) ( 4,011 ) Net loss $ ( 2,239 ) $ ( 4,490 ) (Loss) per common share: Basic $ ( 1.20 ) $ ( 2.35 ) Diluted $ ( 1.20 ) $ ( 2.35 ) Weighted-average common shares outstanding: Basic 1,866 1,913 Diluted 1,866 1,913 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS For the years ended December 31, (in thousands) 2023 2022 Net loss $ ( 2,239 ) $ ( 4,490 ) Other comprehensive loss, net of tax: Foreign currency translations loss ( 819 ) ( 2,546 ) Pension obligations, net of tax provision of $6 and $10 in 2023 and 2022, respectively 12 19 Other comprehensive Loss $ ( 807 ) $ ( 2,527 ) Comprehensive loss $ ( 3,046 ) $ ( 7,017 ) See accompanying notes to consolidated financial statements. F-5 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (amounts in thousands, except share data) Common Stock, $0.0001 par value Number of Shares Amount Additional paid in capital Retained earnings (accumulated deficit) Accumulated other comprehensive income (loss) Treasury stock Total shareholders’ equity Balance at December 31, 2021 1,940,687 $ — $ 33,277 $ 7,708 $ 2,342 $ ( 18,915 ) $ 24,412 Net loss — — — ( 4,490 ) — — ( 4,490 ) Payment of cash dividends — — — ( 1,532 ) — — ( 1,532 ) Charge related to stock-based compensation — — 78 — — — 78 Issuance of unrestricted shares 6,072 — 97 — — 143 240 Stock option exercises (cashless) 11,334 — ( 75 ) — — 75 — Repurchase of common stock ( 99,293 ) — — — — ( 1,982 ) ( 1,982 ) Disposition of foreign entity — — — — ( 23 ) — ( 23 ) Foreign currency translation — — — — ( 2,546 ) — ( 2,546 ) Pension obligations, net of $10 tax — — — — 19 — 19 Balance at December 31, 2022 1,858,800 $ — $ 33,377 $ 1,686 $ ( 208 ) $ ( 20,679 ) $ 14,176 Net loss — — — ( 2,239 ) — — ( 2,239 ) Payment of cash dividends — — — ( 748 ) — — ( 748 ) Charge related to stock-based compensation — — 43 — — — 43 Issuance of unrestricted shares 12,808 — ( 76 ) — — 299 223 Stock option exercises 2,000 — ( 35 ) — — 47 12 Repurchase of common stock ( 13,454 ) — — — — ( 176 ) ( 176 ) Foreign currency translation — — — — ( 819 ) — ( 819 ) Pension obligations, net of $6 tax — — — — 12 — 12 Balance at December 31, 2023 1,860,154 $ — $ 33,309 $ ( 1,301 ) $ ( 1,015 ) $ ( 20,509 ) $ 10,484 See accompanying notes to consolidated financial statements. F-6 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,239 ) $ ( 4,490 ) Adjustments to reconcile net loss to net cash used in operating activities : Depreciation and amortization 1,628 1,627 Non-cash operating lease expense 1,904 1,868 Provision for inventory losses 463 543 (Recovery of) Provision for doubtful accounts 519 ( 26 ) Loss on disposal of assets 7 3 Gain on disposal of subsidiary — ( 23 ) Stock-based compensation expense 278 337 Deferred income taxes 121 1,226 Changes in operating assets and liabilities: Accounts receivable ( 391 ) ( 102 ) Income tax receivable ( 42 ) ( 81 ) Inventories ( 272 ) ( 3,249 ) Prepaid expenses and other current assets 1,354 1,296 Deferred commissions 346 ( 107 ) Other assets ( 226 ) 768 Accounts payable ( 351 ) 392 Accrued expenses and other long-term liabilities ( 2,308 ) ( 3,592 ) Taxes payable ( 1,760 ) 1,127 Commissions and incentives payable ( 1,081 ) ( 355 ) Deferred revenue ( 320 ) 239 Net cash used in operating activities ( 2,370 ) ( 2,599 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment ( 748 ) ( 1,063 ) Proceeds from sale of assets 1 — Cash used in investing activities ( 747 ) ( 1,063 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from stock options exercised 12 — Repurchase of common stock ( 176 ) ( 1,982 ) Payment of cash dividends ( 748 ) ( 1,532 ) Repayment of finance lease obligations and other financing obligations ( 991 ) ( 817 ) Cash used in financing activities ( 1,903 ) ( 4,331 ) Effect of currency exchange rate changes on cash and cash equivalents and restricted cash ( 790 ) ( 2,442 ) Decrease in cash and cash equivalents and restricted cash ( 5,810 ) ( 10,435 ) Cash and cash equivalents and restricted cash at the beginning of the year 15,197 25,632 Cash and cash equivalents and restricted cash at the end of the year $ 9,387 $ 15,197 See accompanying notes to consolidated financial statements. F-7 Table of Contents SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: For the years ended December 31, 2023 2022 Income taxes paid, net $ 2,551 $ 715 Interest paid on finance leases and other financing obligations $ 100 $ 32 Assets acquired through other financing arrangements $ 739 $ 798 Right of use assets acquired in exchange for new operating lease liabilities $ 305 $ 1,855 Finance lease right of use assets acquired in exchange for new finance lease liabilities $ 1,305 $ 93 Treasury shares exchanged for stock options exercised $ — $ 75 See accompanying notes to consolidated financial statements. F-8 Table of Contents MANNATECH, INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993, and is listed on The Nasdaq Global Select Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, and China). Active business building associates ("independent associates" or "associates" or "distributors") 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. Principles of Consolidation The consolidated financial statements and footnotes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles 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 consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the consolidated financial statements, Organization and Summary of Significant Accounting Policies . Basis of Presentation Certain prior year amounts have been reclassified on the Consolidated Statements of Operations to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations. Foreign Currency Translation The United States dollar is the functional currency for the majority of the Company’s foreign subsidiaries. As a result, non-monetary assets and liabilities are translated at their approximate 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. The local currency is the functional currency of our subsidiaries in Japan, Republic of Korea, Taiwan, Norway, Denmark, Sweden, Mexico and China. These subsidiaries’ 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 balances are translated at historical exchange rates. The foreign currency translation adjustment is recorded as a component of shareholders’ equity and is included in accumulated other comprehensive income. Foreign currency transactio n losses t otaled approximately $ 0.2 million for each of the years ended December 31, 2023 and 2022, respectively, and are included in other expense, net in the Company’s consolidated statements of operations. F-9 Table of Contents 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 $ 7.7 million at December 31, 2023, as compared to $ 13.8 million as of December 31, 2022. 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. As of December 31, 2023 and 2022, credit card receivables were $ 1.4 million and $ 1.9 million, respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $ 3.5 million and $ 11.3 million, respectively. The Company invests cash in liquid instruments, such as money market funds and interest-bearing deposits. The Company also holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. At December 31, 2023, a portion of our cash and cash equivalent balances were concentrated within the Republic of South Korea, with total net assets within this foreign location totaling $ 27.0 million. In addition, for the year ended December 31, 2023, a concentrated portion of our operating cash flows were earned from operations within the Republic of South Korea. An adverse change in economic conditions within the Republic of South 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) Australia building lease collateral. At December 31, 2023 and 2022, our total restricted cash was $ 1.7 million and $ 1.4 million, respectively. The Company classifies the restricted cash held in Korea and Australia as long-term since it relates to assets and services contracted for longer than one year. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the Company's consolidated balance sheets to the total amount presented in the consolidated statements of cash flows ( in thousands ): December 31, 2023 December 31, 2022 Cash and cash equivalents at beginning of year $ 13,777 $ 24,185 Current restricted cash at beginning of year 944 944 Long-term restricted cash at beginning of year 476 503 Cash and cash equivalents and restricted cash at beginning of year $ 15,197 $ 25,632 Cash and cash equivalents at end of year $ 7,731 $ 13,777 Current restricted cash at end of year 938 944 Long-term restricted cash at end of year 718 476 Cash and cash equivalents and restricted cash at end of year $ 9,387 $ 15,197 Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Accounts receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of December 31, 2023 and 2022, accounts receivables consisted primarily of amounts due from preferred customers and associates. At December 31, 2023, 2022 and 2021, the Company's accounts receivable balances (net of allowance) were $ 0.1 million, $ 0.2 million and $ 0.1 million, respectively. Upon adoption of 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 December 31, 2023 and 2022, the Company held an allowance of $ 1.3 million and $ 1.0 million, respectively. F-10 Table of Contents Balance at Beginning of Year Charged to Expenses Deductions Balance at End of Year Year Ended December 31, 2022 Allowance for doubtful accounts (000s) $ 987 $ ( 26 ) $ 12 $ 973 Year Ended December 31, 2023 Allowance for credit losses (000s) $ 973 $ 519 $ ( 214 ) $ 1,278 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. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were $ 1.8 million and $ 2.4 million at December 31, 2023 and 2022, respectively. Included in the December 31, 2023 and 2022 balances were $ 1.1 million and $ 1.2 million in prepaid expenses, $ 0.3 million and $ 0.9 million for prepaid deposits, and $ 0.4 million and $ 0.3 million in prepaid inventory purchases, respectively. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. 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 reported in the accompanying consolidated statements of operations. The estimated useful lives of fixed assets are as follows: Estimated useful life Office furniture and equipment 5 to 7 years Computer hardware and software 3 to 5 years Automobiles 3 to 5 years Leasehold improvements 2 to 10 years 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 net carrying value. If the net 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 At December 31, 2023 and 2022, other assets were $ 7.1 million and $ 8.4 million, respectively. The December 31, 2023 and 2022 balances include operating lease right of use assets of $ 3.3 million and $ 4.6 million, respectively. See Note 5, Leases for more information. Included in each of the December 31, 2023 and 2022 balances were deposits for building leases in various locations of $ 1.3 million. Also included in the December 31, 2023 and 2022 balances were $ 2.2 million and $ 2.3 million, respectively, representing a deposit with Mutual Aid Cooperative and Consumer in the Republic of Korea, an organization established by the Republic of Korea’s Fair Trade Commission’s approval to compensate and protect consumers who participate in network marketing activities from damages. Other assets at each of December 31, 2023 and 2022 also include $ 0.2 million of indefinite lived intangible assets relating to the Manapol ® powder trademark. F-11 Table of Contents Notes Payable Notes payable were $ 0.2 million and $ 0.3 million as of December 31, 2023 and December 31, 2022, respectively, as a result of funding from a capital financing agreement related to our investment in leasehold improvements, 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 of 10.8 % and are collateralized by leasehold improvements and computer hardware and software. At December 31, 2023 and 2022, the current portion was $ 0.2 million and $ 0.3 million, respectively. Other Long-Term Liabilities Other long-term liabilities were $ 4.0 million and $ 5.0 million at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, we recorded long-term lease liabilities related to operating leases of $ 2.6 million and $ 4.2 million, respectively. See Note 5, Leases for more information. Certain operating leases for the Company’s regional office facilities contain a restoration clause that requires the Company to restore the premises to its original condition. At December 31, 2023, accrued restoration costs related to these leases amounted to $ 0.4 million. A s of December 31, 2023 and 2022, government mandated severance accruals in certain international offices amounted to $ 0.8 million and $ 0.6 million, respectively. The Company also recorded a long-term liability for an estimated defined benefit obligation related to a non-U.S. defined benefit plan for its Japan operations of $ 0.2 million at each of December 31, 2023 and 2022 (see Note 9, Employee Benefit Plans ). 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. At December 31, 2023 and 2022, remaining performance obligations related to shipments were $1.4 million and $0.8 million, respectively. The Company's remaining performance obligations related to associate fees were $0.1 million at both December 31, 2023 and 2022. These amounts are included in Deferred Revenue as of December 31, 2023 and 2022. Orders placed by associates or preferred customers constitute our contracts. 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 sale 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 TM 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 tool 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. O ur sales mix for the years ended December 31, was as follows (in millions, except percentages) : 2023 Percentage 2022 Percentage Product sales $ 125.3 95.0 % $ 130.2 94.9 % Pack sales and associate fees 5.6 4.2 % 6.2 4.5 % Other 1.1 0.8 % 0.8 0.6 % Total consolidated net sales $ 132.0 100.0 % $ 137.2 100.0 % F-12 Table of Contents 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. Deferred commissions were $ 2.1 million and $ 2.5 million at December 31, 2023 and 2022, respectively. Products are generally received by customers three to five days after shipment. Deferred Revenue The Company defers certain components of its revenue. Deferred revenue consisted of: (i) sales of products shipped but not received by the 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. At December 31, 2023 and 2022, the Company’s deferred revenue was $ 4.8 million and $ 5.1 million, respectively. The deferred revenue amount of $ 4.8 million as of December 31, 2023 will be recognized as revenue for the year ending December 31, 2024. The deferred revenue amount of $ 5.1 million as of December 31, 2022 was recognized as revenue for the year ended December 31, 2023. The deferred revenue amount of $4.9 million as of December 31, 2021 was recognized as revenue for the year ended December 31, 2022. The Company's customer loyalty program conveys a material right to the customer as it p rovides the promise to redeem loyalty points for the purchase of products, which is based on earning points through placing consecutive qualified automatic 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 December 31, 2023 and December 31, 2022 was $ 3.2 million and $ 4.2 million, as follows: Loyalty program (in thousands) 2023 2022 Loyalty deferred revenue as of January 1, $ 4,167 $ 4,292 Loyalty points forfeited or expired ( 4,042 ) ( 3,387 ) Loyalty points used ( 9,416 ) ( 10,543 ) Loyalty points vested 11,658 12,773 Loyalty points unvested 875 1,032 Loyalty deferred revenue as of December 31, $ 3,242 $ 4,167 Sales Refund and Allowances The Company utilizes the expected value method 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, our 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 1.5 % or less of our gross sales. At December 31, 2023 and 2022, our sales return reserve, which is a component of Accrued expenses, consisted of the following (in thousands) : 2023 2022 Sales returns reserve as of January 1, $ 59 $ 55 Provision related to sales made in current period 739 783 Adjustment related to sales made in prior periods 14 ( 4 ) Actual returns or credits related to current period ( 705 ) ( 730 ) Actual returns or credits related to prior periods ( 66 ) ( 45 ) Sales returns reserve as of December 31, $ 41 $ 59 F-13 Table of Contents 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. Freight and shipping fees are not deemed to be separate performance obligations as these activities occur before the customer receives the product. Commission and Incentive Expenses 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. Advertising Expense The Company expenses advertising and promotions in selling and administrative expenses when incurred. Advertising and promotional expenses were $ 4.1 million and $ 3.2 million for the years ended December 31, 2023 and 2022, respectively. Educational and promotional items are sold to associates to assist in their sales efforts and are included in inventories and charged to cost of sales when sold. Research and Development Expenses The Company expenses research and development expenses as incurred. Research and development expenses related to new product development, enhancement of existing products, clinical studies and trials, Food and Drug Administration compliance studies, general supplies, internal salaries, third-party contractors, and consulting fees were approximately $ 0.8 million and $ 1.0 million for the years ended December 31, 2023 and 2022, respectively. Salaries and contract labor are included in selling and administrative expenses and all other research and development costs are included in selling and administrative expenses in the consolidated statements of operations. Stock-Based Compensation The Company currently has one active stock-based compensation plan, the Mannatech, Incorporated 2017 Stock Incentive Plan, which was adopted by the Company’s Board of Directors (the "Board") on April 17, 2017 and was approved by its shareholders on June 8, 2017. The Company recognizes stock-based compensation expense over the vesting period of the options granted. See Note 10, Stock Based Compensation. S oftware Development Costs The Company capitalizes qualifying internal payroll and external contracting and consulting costs related to the development of internal use software that are incurred during the application development stage, which includes design of the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use software are expensed as incurred. During the years ended December 31, 2023 and 2022, the Company capitalized $ 0.3 million and $ 0.4 million of qualifying internal payroll costs, respectively. The Company amortizes such costs over the estimated useful life of the software, which is three to five years once the software is placed in service. Income Taxes The Company determines the provision for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. 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 criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likelihood of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. Net income/loss, before income tax, for U.S. and foreign entities is a function of the Company's transfer pricing policies, which govern the allocation of taxable income among the Company's various tax jurisdictions. The Company is also subject to transfer pricing tax regulations designed to ensure the appropriate allocation of income between our U.S. and foreign entities and that the Company F-14 Table of Contents is taxed accordingly. The Company is subject to audit by federal, state and foreign tax authorities and inquiries from those tax authorities regarding the amount of taxes due. 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, Colombia, 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. In the event that a subsidiary is disposed of, the Company recognizes cumulative translation adjustments of foreign exchange directly through retained earnings. See Footnote 13, Shareholders Equity. Recently Adopted Accounting Pronouncements The Company adopted ASU 2016-13 as of January 1, 2023. This new standard adds to U.S. GAAP an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in the more timely recognition of losses. Under the CECL model, entities estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. ASU 2016-13 only applies to our receivables from revenue transactions. Under ASC 606, revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life are required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the accounting standard using the modified retrospective approach, as of January 1, 2023. The cumulative effect upon adoption did not have a material impact on our consolidated financial statements. Concentration Risk A significant portion of our revenue is derived from our Ambrotose, Ambrotose Life ® , TruHealth ™ , Manapol®, and Optimal Support Packets products. A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position Our business is not currently exposed to customer concentration risk given that no independent associate has ever accounted for more than 10% of our consolidated net sales. The Company maintains supply agreements with its suppliers and manufacturers. Some of the supply agreements contain exclusivity clauses and/or minimum annual purchase requirements. Failure to satisfy minimum purchase requirements could result in the loss of exclusivity. During the year ended December 31, 2023, the Company purchased finished goods from three suppliers that accounted for 52.5 % of the year's cost of sales. During the year ended December 31, 2022, the Company purchased finished goods from four suppliers that accounted for 60.1 % of the year's cost of sales. The Company maintains other supply and manufacturing agreements to minimize exposure to supplier risk. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, receivables, and restricted cash. The Company utilizes financial institutions that the Company considers to be of high credit quality and periodically evaluates the credit rating of such institutions and the allocation of their investments to minimize exposure to credit concentration risk. Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, time deposits, money market investments, receivables, payables, and accrued expenses, approximate their carrying values due to their relatively short maturities. See Note 2 to our Consolidated Financial Statements, Fair Value , for more information. F-15 Table of Contents Accounting Pronouncements Issued But Not Yet Effective Segment Reporting (ASU 2023-07) — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASC 2023-07”). In November 2023, the FASB issued accounting guidance that requires incremental disclosures related to reportable segments which includes significant segment expense categories and amounts for each reportable segment. The guidance is effective January 1, 2024, and will be adopted retrospectively. The adoption will result in incremental disclosures related to reportable segments in the 2024 year-end financial statements and interim periods beginning in 2025. The Company is currently evaluating the disclosure impacts of ASU 2023-07 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls. Income Tax Reporting (ASU 2023-09) — Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASC 2023-09”). In December 2023, the FASB issued accounting guidance to expand the annual disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This guidance is effective January 1, 2025, with early adoption permitted. This guidance can be applied prospectively or retrospectively. The Company is currently evaluating the disclosure impacts of ASU 2023-09 on its consolidated financial statements as well as the impacts to its financial reporting process and related internal controls. F-16 Table of Contents NOTE 2: FAIR VALUE The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures. Fair Value Measurements (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories: • Level 1—Quoted unadjusted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. • Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The primary objective of the Company’s investment activities is to preserve principal while maximizing yields without significantly increasing risk. The investment instruments held by the Company are money market funds and interest bearing deposits for which quoted market prices are readily available. The Company considers these highly liquid investments to be cash equivalents. These investments are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The tables below present the recorded amount of financial assets measured at fair value (money market fund) on a recurring basis as of December 31, 2023. The Company's interest-bearing deposits are measured at amortized cost, which approximates fair value to the carrying value due to the relatively short maturity of the asset, (in thousands). The Company did not have any financial assets measured at fair value on a recurring basis at December 31, 2022. T he Company did not have any material financial liabilities that were required to be measured at fair value on a recurring basis at December 31, 2023 and 2022. 2023 Level 1 Level 2 Level 3 Total Assets Money Market Funds – JP Morgan, US $ 2,310 $ — $ — $ 2,310 Interest bearing deposits – various banks $ 1,084 $ — $ — $ 1,084 Total assets $ 3,394 $ — $ — $ 3,394 Amounts included in: Cash and cash equivalents $ 2,310 $ — $ — $ 2,310 Restricted cash 674 — — 674 Long-term restricted cash 410 — — 410 Total $ 3,394 $ — $ — $ 3,394 2022 Level 1 Level 2 Level 3 Total Assets Interest bearing deposits – various banks $ 3,855 $ — $ — $ 3,855 Total assets $ 3,855 $ — $ — $ 3,855 Amounts included in: Cash and cash equivalents $ 3,014 $ — $ — $ 3,014 Restricted cash 680 — — 680 Long-term restricted cash 161 — — 161 Total $ 3,855 $ — $ — $ 3,855 F-17 Table of Contents NOTE 3: INVENTORIES Inventories consist of raw materials, finished goods, and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventories. The allowance for slow-moving and inventory obsolescence was $ 0.4 million at each of December 31, 2023 and 2022. Inventories as of December 31, 2023 and 2022, consisted of the following (in thousands) : 2023 2022 Raw materials $ 5,104 $ 3,302 Finished goods 9,431 11,424 Total inventory, net $ 14,535 $ 14,726 NOTE 4: PROPERTY AND EQUIPMENT As of December 31, 2023 and 2022, construction in progress was $ 0.2 million and $ 0.4 million, respectively, which is primarily comprised of back-office software projects with service dates that are currently indeterminable. As of December 31, 2023 and 2022, property and equipment consisted of the following (in thousands) : 2023 2022 Office furniture and equipment $ 2,116 $ 2,351 Computer hardware 3,160 3,515 Computer software 46,095 45,623 Automobiles 110 110 Leasehold improvements 3,867 4,079 Right of use Assets- finance leases 1,236 182 56,584 55,860 Less accumulated depreciation and amortization ( 52,631 ) ( 52,479 ) Property and equipment, net 3,953 3,381 Construction in progress 194 378 Total $ 4,147 $ 3,759 For each of the years ended December 31, 2023 and 2022, depreciation and amortization expense remained constant at $ 1.6 million. NOTE 5: LEASES The Company leases office space and equipment from third-party lessors and accounts for leases in accordance with ASC Topic 842. Right of use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make future lease payments arising from the lease. Operating lease liabilities and finance lease liabilities with terms greater than 12 months are recorded at the present value of the lease payments at the commencement date. The related right of use assets are recorded on the same date at the amount of the initial liability, adjusted for incentives received, prepayments made to the lessor, and any initial direct costs incurred, as applicable. The Company uses the discount rate implicit in the lease when it is readily determinable. When it is not readily available, future lease payments are discounted using the incremental borrowing rate available to the Company. The incremental borrowing rate is the rate available to the Company for a fully collateralized, fully amortizing loan with the same term as the lease. Lease components, such as office space, are accounted for separately from the non-lease components, such as maintenance fees. Certain of the Company's leases may also include rent escalation clauses or options to extend or terminate the lease. These options are included in the present value recorded for the leases when it is reasonably certain that the Company will exercise that option. None of the Company’s current leases contain guarantees of residual value. Leases with an initial term of 12 months or less are considered short term and are not recorded on the balance sheet. The Company recognizes a lease expense for short term leases on a straight-line basis over the lease term. F-18 Table of Contents Generally, the Company’s operating leases relate to office space used in Mannatech’s operations, including its headquarters in Flower Mound, Texas and office space in international locations in which the Company does business. As of December 31, 2023 and 2022, all of the Company’s finance leases pertain to certain equipment used in the business. On March 10, 2023, the Company entered into a five-year agreement to sublease 10,000 rentable square feet of the Company's leased office space in Flower Mound, Texas to a subtenant. There was no modification or impairment by entering into the sublease agreement because the Company was not released from its obligations under the head lease. The Company earned $0.1 million and $0 sublease revenue for the year ended December 31, 2023 and 2022, respectively, which is presented as a component of net sales on the Company's Consolidated Statements of Operations. The Company has made a policy election in accordance with ASC 842-10-15-39A to exclude from consideration taxes that are assessed on and collected from the sublessee from consideration. As of December 31, 2023 and 2022, our leased assets and liabilities consisted of the following (in thousands): Leases Classification December 31, 2023 December 31, 2022 Right of Use Assets Operating leases Other assets $ 3,315 $ 4,649 Finance leases Property and equipment, net 1,236 182 Total leased assets $ 4,551 $ 4,831 Lease Liabilities Current Portion Operating leases Accrued expenses $ 1,660 $ 1,600 Finance leases Current portion of finance leases 269 61 Long-Term Portion Operating leases Other long-term liabilities 2,582 4,153 Finance leases Finance leases, excluding current portion 956 88 Total leased liabilities $ 5,467 $ 5,902 Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are composed of the amortization of the right of use asset and the amounts recorded as interest. For the years ended December 31, 2023 and 2022, we incurred the following lease costs related to our operating and finance leases (in thousands): Lease Cost Classification 2023 2022 Operating leases Operating lease costs Selling and administrative expenses $ 1,910 $ 2,137 Short term lease costs Selling and administrative expenses 232 279 Finance leases Amortization of leased assets Depreciation and amortization 252 89 Interest on lease liabilities Interest expense 65 9 Total lease cost $ 2,459 $ 2,514 For the years ended December 31, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities included (in thousands): F-19 Table of Contents 2023 2022 Operating cash flows from operating leases $ 1,948 $ 2,017 Financing cash flows from finance leases $ 211 $ 76 As of December 31, 2023 and 2022 the Company's lease terms and discount rates were: 2023 2022 Operating leases Weighted-average remaining lease term (years) 3.33 4.07 Weighted-average discount rate 4.61 % 4.35 % Finance leases Weighted-average remaining lease term (years) 4.18 3.25 Weighted-average discount rate 6.46 % 7.43 % As of December 31, 2023 future minimum lease payments were as follows (in thousands): December 31, 2023 Maturity of lease liabilities Operating Leases Finance Leases Sublease Income 2024 $ 1,819 $ 337 $ ( 132 ) 2025 1,134 327 ( 132 ) 2026 723 327 ( 132 ) 2027 650 315 ( 132 ) 2028 268 90 ( 55 ) Thereafter — — — Total future minimum lease payments $ 4,594 $ 1,396 $ ( 583 ) Imputed interest ( 352 ) ( 171 ) — Present value of minimum lease payments $ 4,242 $ 1,225 $ ( 583 ) NOTE 6: ACCRUED EXPENSES As of December 31, 2023 and 2022, accrued expenses consisted of the following (in thousands) : 2023 2022 Accrued asset purchases $ 861 $ 66 Accrued compensation 1,707 1,737 Accrued royalties 38 41 Accrued sales and other taxes 201 290 Other accrued operating expenses 506 473 Customer deposits and sales returns 515 641 Accrued travel expenses related to corporate events 131 834 Accrued shipping and handling costs 291 528 Rent expense 3 — Accrued legal and accounting fees 865 1,300 Current portion of operating lease liabilities 1,661 1,600 $ 6,779 $ 7,510 F-20 Table of Contents NOTE 7: INCOME TAXES The components of the Company’s (loss) before income taxes are attributable to the following jurisdictions for the years ended December 31 (in thousands) : 2023 2022 United States $ ( 5,378 ) $ ( 7,822 ) Foreign 4,248 7,343 (Loss) income before income taxes $ ( 1,130 ) $ ( 479 ) The components of the Company’s income tax provision (benefit) for the years ended December 31 (in thousands) : Current provision (benefit): 2023 2022 Federal $ 180 $ 241 State 15 ( 37 ) Foreign 793 2,581 988 2,785 Deferred provision (benefit): Federal ( 2 ) 1,200 State 10 81 Foreign 113 ( 55 ) 121 1,226 $ 1,109 $ 4,011 For the years ended December 31, 2023 and 2022, the Company’s effective tax rate was ( 98.1 )% and ( 837.4 )%, respectively. The Company's effective tax rate for the year ended December 31, 2023 differed from the statutory rate due to a mix of earnings across jurisdictions and the associated valuation allowance recorded on losses in certain jurisdictions. The Company's effective tax rate for the year ended December 31, 2022 differed from the statutory rate due to additional taxes assessed as a result of the settlement of the income tax audit in Korea, the Company recording a valuation allowance on U.S. deferred tax assets largely driven by changes in expected earnings mix between jurisdictions, and the relative impact of these items on decreased earnings. A reconciliation of the Company’s effective income tax rate and the United States federal statutory income tax rate is summarized as follows, for the years ended December 31: 2023 2022 Federal statutory income taxes 21.0 % 21.0 % State income taxes, net of federal benefit 6.3 20.7 Difference in foreign and United States tax on foreign operations ( 0.7 ) ( 24.8 ) Assessments from taxing authorities — ( 278.5 ) Effect of changes in valuation allowance ( 46.4 ) ( 383.7 ) Global Intangible Low Taxed Income (GILTI) (1) ( 16.1 ) — Credits generated 7.9 15.2 Effect of changes in tax rates — 19.4 Foreign charitable contributions ( 4.6 ) ( 12.5 ) Return to provision adjustments 1.4 ( 43.4 ) Meals and entertainment ( 12.8 ) — Withholding taxes ( 16.0 ) ( 50.3 ) Expiration of tax attribute ( 38.5 ) ( 135.5 ) Other 0.4 15.0 ( 98.1 ) % ( 837.4 ) % F-21 Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31 (in thousands) : Deferred tax assets: 2023 2022 Deferred revenue $ 277 $ 629 Inventory 266 260 Accrued expenses 1,379 1,240 Net operating loss (1) 4,634 4,956 Equity compensation 249 240 Foreign tax credit carryover 3,301 3,333 Lease liability 1,033 673 Capitalized research & development 1,058 218 Unrealized foreign exchange gains and losses 410 225 Other 1,090 743 Total deferred tax assets $ 13,697 $ 12,517 Valuation allowance ( 10,296 ) ( 9,772 ) Total deferred tax assets, net of valuation allowance $ 3,401 $ 2,745 Deferred tax liabilities: Prepaid expenses 202 41 Deferred commissions 446 418 Lease assets 978 624 Fixed assets 164 161 Total deferred tax liabilities $ 1,790 $ 1,244 Total net deferred tax asset $ 1,611 $ 1,501 (1) The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Cyprus 1,453 182 2024-2027 Mexico 6,066 1,816 2024-2028 Switzerland 4,566 420 2024-2029 Taiwan 2,274 455 2024-2032 United States - Federal 1,828 384 Indefinite United States - State 14,941 849 2024-Indefinite Other - Foreign 2,408 528 Indefinite We have U.S. foreign tax credit carryforwards of $ 3.3 million as of December 31, 2023, which will begin to expire in 2024. The Company maintains a valuation allowance of $ 3.3 million against its foreign tax credit carryforwards. F-22 Table of Contents At December 31, 2023 and 2022, the Company’s valuation allowance was $ 10.3 million and $ 9.8 million, respectively. The net change in the valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $ 0.5 million and $ 1.9 million, respectively. The provisions of ASC Topic 740 require a company to record a valuation allowance when the “more likely than not” criterion for realizing a deferred tax asset cannot be met. A company is to use judgment in reviewing both positive and negative evidence of realizing a deferred tax asset. Furthermore, the weight given to the potential effect of such evidence is commensurate with the extent the evidence can be objectively verified. The valuation allowance against the Company's deferred tax assets consisted of the following at December 31 ( in millions): Country 2023 2022 China $ — $ 0.4 Cyprus 0.2 0.2 Mexico 1.8 1.8 Norway 0.1 0.1 South Africa 0.2 0.2 Switzerland 0.3 0.3 Taiwan 0.4 0.6 United States 7.3 6.2 Total $ 10.3 $ 9.8 As of December 31, 2023 and 2022, the Company had no unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. As of December 31, 2023 and 2022, the Company had no accrued interest and penalties in the consolidated balance sheet or the consolidated statement of operations. The Company is subject to examination by taxing authorities in the United States and various state and foreign jurisdictions. As of December 31, 2023, the tax years that remained subject to examination by a major tax jurisdiction for the Company’s most significant subsidiaries were as follows: Jurisdiction Open Years China 2019-2022 Japan 2018-2022 Republic of Korea 2018-2022 Switzerland 2019-2022 United States 2020-2022 F-23 Table of Contents NOTE 8: TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES The Company made cash donations of $ 0.5 million and $ 0.6 million to the M5M Foundation for each of the years ended December 31, 2023 and December 31, 2022, respectively. The M5M Foundation is a 501(c)(3) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale. Several of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including: • Al Bala, the Company’s CEO; • Lorrie Jobe, daughter of Larry Jobe, a Director and Chair of the Audit Committee of the Board of Directors; and • Landen Fredrick, the Company's President and Chief Operating Officer and Interim Chief Financial Officer and son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. Effective June 7, 2023, Landen Fredrick was named President and Chief Operating Officer. We paid employment compensation of approximately $ 330,000 and $ 477,000 for the years ended December 31, 2023 and 2022, respectively, for salary, bonus, auto allowance, and other compensation to Landen Fredrick. Mr. Fredrick also participated in the employee health care benefit plans available to all employees of the Company. Landen Fredrick also serves as Chairman of the Board of the M5M Foundation. Mr. Kevin Robbins is a member of the Company's Board of Directors, serving as the Chair of the Science and Marketing Committee, and is also an independent associate, holding a position in the Company's associate global downline network marketing system. He also received compensation for consulting on the associate commission plan in the past, but did not receive any compensation for consulting on the plan during the years ended December 31, 2023 and 2022. In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates and, during 2023 and 2022, the Company paid aggregate commissions and incentives to Mr. Robbins and his family of approximately $ 2.0 million and $ 1.7 million, respectively. The aggregate amount of commissions and incentives paid to Mr. Robbins was approximately $ 0.2 million in each of 2023 and 2022. The aggregate amount of commission and incentives expense in 2023 and 2022 to Mr. Robbins' father, Ray Robbins, who holds positions in the Company's associate global downline network marketing system was approximately $ 1.8 million and $ 1.5 million, respectively. All commissions and incentives paid to Mr. Robbins and his family members are in accordance with the Company’s global associate career and compensation plan. Johanna Bala, the wife of Al Bala, the Company’s Chief Executive Officer, is an independent associate who earns commissions and incentives. The aggregate amount of commission and incentives paid to Johanna Bala was approximately $ 0.1 million in each of 2023 and 2022. The Company paid less than $ 0.1 million of commissions and incentives to other members of Al Bala's family in both years. All commissions and incentives paid to Al Bala's family members are in accordance with the Company’s global associate career and compensation plan. F-24 Table of Contents NOTE 9: EMPLOYEE BENEFIT PLANS Employee Retirement Plan Effective May 9, 1997, the Company adopted a Defined Contribution 401(k) and Profit Sharing Plan (the “401(k) Plan”) for its United States and Canada employees. The 401(k) Plan covers all regular full-time and part-time employees who have completed three months of service and attained the age of twenty-one. United States employees can contribute up to 100 percent of their annual compensation but are limited to the maximum annual dollar amount allowable under the Internal Revenue Code. The 401(k) Plan permits matching and discretionary employer contributions. The Company’s matching contributions for its United States and Canada employees vest ratably over a five -year period. During the years ended December 31, 2023 and 2022, the Company contributed approximately $ 0.2 million and $ 0.3 million to the 401(k) Plan for matching contributions, respectively. The Company also sponsors a non-U.S. defined benefit plan covering its employees in its Japan subsidiary (the “Benefit Plan”). Benefits under the Benefit Plan are based on a point system for position grade and years of service. The Company utilizes actuarial methods. Inherent in the application of these actuarial methods are key assumptions, including, but not limited to, discount rates and expected long-term rates of return on plan assets. Changes in the related Benefit Plan costs may occur in the future due to changes in the underlying assumptions, changes in the number and composition of plan participants, and changes in the level of benefits provided. The Company uses a measurement date of December 31 to evaluate and record any post-retirement benefits related to the Benefit Plan. Projected Benefit Obligation and Fair Value of Plan Assets The Benefit Plan’s projected benefit obligation and valuation of plan assets were as follows for the years ended December 31 (in thousands) : Projected benefit obligation: 2023 2022 Balance, beginning of year $ 220 $ 213 Service cost 35 40 Interest cost 1 — Liability (gain) loss ( 18 ) ( 6 ) Benefits paid to participants ( 10 ) — Foreign currency ( 15 ) ( 27 ) Balance, end of year $ 213 $ 220 Plan assets: 2023 2022 Fair value, beginning of year $ — $ — Company contributions 10 — Benefits paid to participants ( 10 ) — Fair value, end of year $ — $ — Funded status of the Benefit Plan as of December 31 (in thousands) : 2023 2022 Benefit obligation $ ( 213 ) $ ( 220 ) Fair value of plan assets — — Excess of benefit obligation over fair value of plan assets $ ( 213 ) $ ( 220 ) Amounts recognized in the accompanying Consolidated Balance Sheets consist of, as of December 31 (in thousands) : 2023 2022 Accrued benefit liability $ ( 213 ) $ ( 220 ) Transition obligation and unrealized gain ( 64 ) ( 89 ) Net amount recognized in the consolidated balance sheets $ ( 277 ) $ ( 309 ) F-25 Table of Contents Years Ended December 31, Other changes recognized in comprehensive income (in thousands): 2023 2022 Net periodic cost $ ( 3 ) $ 3 Current year actuarial gain ( 18 ) ( 6 ) Amortization of transition obligation — ( 3 ) Total recognized in other comprehensive loss ( 18 ) ( 9 ) Total recognized in comprehensive (loss) income $ ( 21 ) $ ( 6 ) Years Ended December 31, Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive gain (in thousands) : 2023 2022 Transition obligation $ 43 $ 45 Prior service cost 3 38 Net actuarial gain 18 6 Total recognized in accumulated other comprehensive gain $ 64 $ 89 As of December 31, Amounts included in Accumulated Other Comprehensive Income (Loss) (in thousands) : 2023 2022 Net actuarial gain $ 675 $ 657 Deferred tax provision $ ( 263 ) $ ( 257 ) Net cumulative amount included in accumulated other comprehensive income (loss) $ 412 $ 400 Estimated amounts of amortized transition obligation (in thousands): 2023 2022 Transition obligation $ — $ ( 3 ) As of December 31, Aggregate Benefit Plan information and accumulated benefit obligation in excess of plan assets (in thousands): 2023 2022 Projected benefit obligation $ 213 $ 220 Accumulated benefit obligation 213 220 Fair value of plan assets — — The weighted-average assumptions to determine the benefit obligation and net cost are as follows: 2023 2022 Discount rate 0.90 % 0.50 % Rate of increase in compensation levels — — F-26 Table of Contents Components of Expense Service Cost for the Benefit Plan is included within selling and administrative expenses in the statement of operations and all other items noted in the table below (Interest Cost, Amortization of Transition Obligation, Loss and Prior Service Cost) are included within other (expense), net. Pension costs, which are included within Consolidated Statement of Operations are detailed below for the years ended December 31 (in thousands) : 2023 2022 Service cost $ 35 $ 40 Interest cost 1 — Amortization of transition obligation — 3 Loss ( 5 ) ( 4 ) Prior service cost ( 34 ) ( 36 ) Total pension expense (benefit) $ ( 3 ) $ 3 Estimated Benefits and Contributions The Company expects to contribute approximately $ 18,000 to the Benefit Plan in 2024. As of December 31, 2023, benefits expected to be paid by the Benefit Plan for the next ten years is approximately as follows (in thousands) : 2024 $ 18 2025 29 2026 23 2027 26 2028 30 Next five years 152 Total expected benefits to be paid $ 278 NOTE 10: STOCK BASED COMPENSATION Summary of Stock Option Plan The Company currently has one active stock-based compensation plan, the 2017 Plan, which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017, and subsequently amended by the Board in February 2019, which was approved by the Company's shareholders on June 11, 2019. The Board has reserved a maximum of 370,000 shares of our common stock that may be issued under the 2017 Plan (subject to adjustments for stock splits, stock dividends or other changes in corporate capitalization). As of December 31, 2023, the Company had a total of 108,468 shares available for grant under the 2017 Plan, which expires on April 16, 2027. The 2017 Plan provides for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10 % of our common stock will have an exercise price of no less than 110 % of our common stock’s market value on the grant date. The majority of stock options vest over two or three years, and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10 % of our common stock. F-27 Table of Contents A summary of changes in stock options outstanding during the year ended December 31, 2023, is as follows: 2023 Number of Options (in thousands) Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 244 $ 17.35 Granted 5 12.58 Exercised ( 2 ) 5.72 Expired ( 12 ) 10.01 Forfeit — — Outstanding at end of year 235 $ 17.73 3.47 $ — Options exercisable at year end 228 $ 17.77 3.30 $ — During 2023 and 2022, the Company issued 2,000 and 11,334 treasury shares upon the exercise of options and granted 5,000 and 11,807 new options to management and members of the Board, respectively. Options exercised during the years ending December 31, 2023 and 2022 had a total intrinsic value, calculated as the difference between the exercise date stock price and the exercise price, of less than $ 0.1 million and $ 0.1 million, respectively. Non-vested options at December 31, 2023 and 2022 were approximately 6,668 and 10,003 , respectively. We grant stock options to our employees, board members, and consultants. At the date of grant, we determine the fair value of a stock option award and recognize compensation expense over the requisite service period, or the vesting period of such stock option award, which is two or three years. The fair value of the stock option award is calculated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires us to apply judgment and use subjective assumptions, including expected stock option life, expected volatility, expected average risk-free interest rates, and expected forfeiture rates. The following assumptions were used to calculate the fair value of stock options granted each year: 2023 2022 Dividend yield: 6.4 % 2.6 - 3.9 % Risk-free interest rate: 4.0 % 2.9 - 3.4 % Expected market price volatility: 66.5 % 63.6 - 64.9 % Weighted average expected life of stock options: 4.5 years 4.5 years The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is based on historical volatility of the Company’s stock. The expected life assumptions are based on the Company’s historical employee exercise and forfeiture behavior. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $ 4.32 and $ 7.21 per share, respectively. The total fair value of awards vested during each of the years ended December 31, 2023 and 2022 was $ 0.1 million. Valuation and Expense Information Under FASB ASC Topic 718 Compensation – Stock Compensation The Company is required to measure and recognize compensation expense related to any outstanding and unvested stock options previously granted, and thereafter recognize, in its consolidated financial statements, compensation expense related to any new stock options granted after implementation using fair-value based on an option-pricing model. If we grant additional stock options in the future, we would be required to recognize additional compensation expense over the vesting period of such stock options in our consolidated statement of operations. As of December 31, 2023, we had 108,468 shares available for grant in the future. F-28 Table of Contents The Company recorded the following amounts related to the expense of the fair values of options during the years ended December 31, 2023 and 2022 (in thousands) : 2023 2022 Selling, general and administrative expenses and income from operations before income taxes $ 43 $ 78 Benefit for income taxes ( 10 ) ( 18 ) Effect on net income $ 33 $ 60 As of December 31, 2023, the Company had less than $ 0.1 million of total unrecognized compensation expense related to stock options currently outstanding, to be recognized in future years over a weighted-average period of 0.95 years , ending December 31, as follows (in thousands): Total gross unrecognized compensation expense Total tax benefit associated with unrecognized compensation expense Total net unrecognized compensation expense 2024 $ 18 $ 4 $ 14 2025 3 1 2 $ 21 $ 5 $ 16 F-29 Table of Contents NOTE 11: COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company maintains supply agreements with its suppliers and manufacturers. In 2016, the Company entered into a four-year supply agreement with a vendor to purchase an aloe vera powder in whole leaf aloe form and an aloe vera gel extract. The agreement has been amended and renews annually. As of December 31, 2023, the Company is required to purchase an aggregate of $ 4.2 million through 2024. Failure to satisfy minimum purchase requirements could result in the loss of exclusivity. Royalty and Consulting Agreements The Company utilizes royalty agreements with individuals and entities to provide compensation for items relating to developed products, websites and emails provided to our associates. The Company paid royalties of less than $ 0.1 million for each of the years ended December 31, 2023 and 2022. Employment Agreements The Company has non-cancelable employment agreements with certain executives. If the employment relationships with these executives were terminated, as of December 31, 2023, the Company would continue to be indebted to the executives for $ 0.6 million , payable through 2024. F-30 Table of Contents NOTE 12: LITIGATION Litigation in General As of December 31, 2023, the Company had no open or pending litigation and no legal reserve was deemed necessary at December 31, 2023. The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on its consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance; however, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. NOTE 13: SHAREHOLDERS’ EQUITY Preferred Stock On May 19, 1998, the Company amended its Amended and Restated Articles of Incorporation to reduce the number of authorized shares of common stock from 100.0 million to 99.0 million and 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 ever been issued or outstanding. Treasury Stock On June 30, 2004, the Company’s Board of Directors authorized the Company to repurchase, in the open market, the lesser of (i) 131,756 shares of its common stock and (ii) $ 1.3 million of its shares, (the “June 2004 Plan”). On August 28, 2006, the Company's Board of Directors authorized a second program permitting the Company to purchase, in the open market, up to $ 20 million of its outstanding shares (the “August 2006 Plan”). Under the June 2004 Plan and the August 2006 Plan, shares of Common Stock may be repurchased from time to time through open market transactions in compliance with applicable securities laws. The timing, manner, price and amount of any repurchases, as well as the capital resources to fund the repurchases, are determined by the Company, in its discretion, and depends on a variety of factors, including legal requirements, price and economic and market conditions. During the year ended December 31, 2023, the Company repurchased 13,454 shares of its common stock, at an average price of $ 13.06 . During the year ended December 31, 2022, the Company repurchased 99,293 shares of its common stock, at an average price of $ 21.87 . As of December 31, 2023, there was $ 12.6 million remaining for repurchase under the August 2006 Plan, and the total value of shares repurchased in the open market under the August 2006 Plan was $ 1.5 million. The Company does not have any stock repurchase plans or programs other than the June 2004 Plan and the August 2006 Plan. Voting rights Holders of our Common Stock will vote as a single class and are entitled to one vote per share on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our Common Stock do not have cumulative voting rights in the election of directors. Preemptive or similar rights Holders of shares of our Common Stock do not have preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Dividends Holders of Common Stock are entitled to receive dividends at the same rate, when, as and if declared by our Board of Directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to the rights of the holders of one or more outstanding series of our preferred stock. For the years ended December 31, 2023 and 2022, the Company paid dividends of $.20 per share to holders of our Common Stock in the amount of $ 0.7 million and $ 1.5 million, respectively. F-31 Table of Contents Equity-Based Compensation For the years ended December 31, 2023 and 2022, the Company issued a total of 12,808 and 6,072 treasury shares to the members of the Board as a part of their compensation, respectively . The share grants to the Board were vested upon grant and the Company recognized $ 0.2 million for each of the years 2023 and 2022 . Accumulated Other Comprehensive Income Accumulated other comprehensive income displayed in the Consolidated Statements of Shareholders’ Equity represents the results of certain shareholders’ equity changes not reflected in the consolidated statements of operations, such as foreign currency translation and certain pension and postretirement benefit obligations. The after-tax components of accumulated other comprehensive income, are as follows (in thousands) : Foreign Currency Translation Pension Postretirement Benefit Obligation Accumulated Other Comprehensive Income (Loss), Net Balance as of December 31, 2021 $ 1,961 $ 381 $ 2,342 Current-period change before reclassifications ( 2,546 ) — ( 2,546 ) Disposition of foreign entity ( 23 ) — ( 23 ) Amounts reclassified from accumulated other comprehensive income (loss) — 29 29 Income tax provision — ( 10 ) ( 10 ) Balance as of December 31, 2022 $ ( 608 ) $ 400 $ ( 208 ) Current-period change before reclassifications ( 819 ) — ( 819 ) Amounts reclassified from accumulated other comprehensive income (loss) — 18 18 Income tax provision — ( 6 ) ( 6 ) Balance as of December 31, 2023 $ ( 1,427 ) $ 412 $ ( 1,015 ) NOTE 14: EARNINGS PER SHARE The Company calculates basic Earnings per Share ("EPS") by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS also reflects the potential dilution that could occur if common stock were issued for awards outstanding under the Mannatech, Incorporated 2017 Stock Incentive Plan. For the year ended December 31, 2023, shares of the Company's common stock subject to options were excluded from the diluted EPS calculation as their effect would have been antidilutive. The Company reported a net loss for the year ended December 31, 2023. For the year ended December 31, 2022, shares of the Company's common stock subject to options were excluded from the diluted EPS calculations as their effect would have been antidilutive. The Company reported a net loss for the year ended December 31, 2022. F-32 Table of Contents NOTE 15: SEGMENT INFORMATION We operate as a direct seller in the nutritional supplement industry. The Company's sole reporting segment is one in which we sell proprietary nutritional supplements, skin care and anti-aging products, and weight-management and fitness products operating in twenty-five markets. We primarily sell our products through a network marketing distribution channel of approximately 145,000 active associates and preferred customer positions who we refer to as current associates and preferred customers. Our subsidiary in China, Meitai, is currently operating as a traditional retailer under a cross-border e-commerce model. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. Our subsidiary, NEMO, operates an affiliate business model under the brand name, “Trulu,” in the United States. Each of our subsidiaries sells similar products and exhibits similar economic characteristics, such as selling prices, paying commissions and incentives, gross margins and operating characteristics. We review and analyze net sales by geographical location and by products and packs on a consolidated basis. We currently sell our products in three regions: (i) the Americas (the United States, Canada and Mexico); (ii) Europe/the Middle East/Africa (“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). We also ship our products to customers in the following countries: Belgium, France, Greece, Italy, Luxembourg, and Poland. Consolidated net sales shipped to customers in these regions, along with pack and product information for the years ended December 31, are as follows (in millions, except percentages) : 2023 2022 Product sales from network marketing $ 125.3 $ 130.2 Pack sales 5.6 6.2 Other 1.1 0.8 Total 132.0 137.2 Region 2023 2022 The Americas $ 42.8 32.4 % $ 41.6 30.3 % Asia/Pacific 79.4 60.2 % 83.8 61.1 % EMEA 9.8 7.4 % 11.8 8.6 % Total $ 132.0 100.0 % $ 137.2 100.0 % Long-lived assets by region, which include property and equipment and construction in progress for the Company and its subsidiaries, as of December 31, reside in the following regions, as follows (in millions) : Region 2023 2022 North America $ 3.6 $ 3.2 Asia/Pacific 0.5 0.6 EMEA — — Total $ 4.1 $ 3.8 Inventory balances by region, which consist of raw materials and finished goods, including promotional materials, and offset by obsolete inventories, for the Company and its subsidiaries, reside in the following regions as of December 31, as follows (in millions) : Region 2023 2022 North America $ 8.3 $ 7.5 Asia/Pacific 4.6 5.4 EMEA 1.6 1.8 Total $ 14.5 $ 14.7 F-33 Table of Contents NOTE 16: SUBSEQUENT EVENTS Unsecured Promissory Note On March 11, 2024, the Company’s Board of Directors authorized the Company to enter into unsecured Loan and Promissory Note agreements (“Prom Notes”) with certain related parties, three of which are members of the Company’s Board of Directors, and all of which are current stockholders of the Company, in an aggregate principal amount of approximately $3.6 million. The purpose of the borrowing is to provide funds to the Company for general working capital needs, including payment to vendors, expansion of the Company’s non-US operations, technology investment primarily for improving the customer ordering process and software updates to improve visibility of sales associate activity. Pursuant to the terms of the Prom Notes, the financing includes a 30-month unsecured note, and certain other terms customarily included in similar debt financing arrangements. The Company has the right to prepay all or a portion of the Prom Notes at any time without premium or penalty. A third party has been engaged to evaluate and provide a fairness opinion on the transaction and its related terms. The Company intends to complete the financing immediately following the receipt of such fairness opinion. CEO Severance Agreement On March 13, 2024, the Company announced the retirement of Alfredo (Al) Bala as the Company’s Chief Executive Officer effective April 1, 2024 and the engagement of Mr. Bala as an advisor to the Company effective April 1, 2024. Per the terms of Mr. Bala’s employment agreement he is entitled to one year severance of $0.4 million. F-34 Table of Contents Exhibit 21 List of Subsidiaries As of December 31, 2023 the Company has these wholly-owned subsidiaries located throughout the world, as follows: 1.Mannatech Australia Pty Limited 2.Mannatech Japan, G.K. 3.Mannatech Korea Co., Ltd. 4.Mannatech Limited (a New Zealand Company) 5.Mannatech Limited (a UK Company) 6.Mannatech Taiwan Corporation 7.Mannatech Payment Services Incorporated 8.Mannatech Products Company Inc. 9.Internet Health Group, Inc. 10.Mannatech (International) Limited 11.Mannatech, Incorporated Malaysia Sdn. Bhd. 12.Mannatech Singapore Pte. Ltd. 13.Mannatech Canada Corporation 14.Mannatech South Africa (Pty) Ltd 15.Mannatech Bermuda Holdings Limited 16.Mannatech Denmark ApS 17.Mannatech (Gibraltar) Holdings Limited 18.Mannatech Swiss Holdings GmbH 19.Mannatech Swiss International GmbH 20.Mannatech Malaysia Trading Co. Sdn. Bhd. 21.Mannatech Norge A/S 22.Mannatech Sverige AB 23.MTEX Mexico SRL CV 24.MTEX Mexico Services SRL CV 25.Mannatech Cyprus Limited 26.Mannatech Ukraine LLC 27.MTEX Hong Kong Limited 28.Mannatech RUS Ltd. 29.Meitai Daily Necessity & Health Products Co., Ltd. 30.Meitai Daily Necessity & Health Products Co., Ltd. Guangzhou Branch 31.Mannatech Netherlands B.V. 32.Mannatech Products Hong Kong Limited 33.New Economy Marketing Opportunities, LLC 34.Mannatech (Thailand) Co.,Ltd. F-35 Table of Contents Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-72767, 333-77227, 333-94519, 333-47752, 333-113975, 333-153199, 333-182676, 333-197400, 333-220539 and 333-233418) of Mannatech, Incorporated of our report dated March 28, 2024, relating to the consolidated financial statements and financial statement schedule, which appears in this Annual Report on Form 10-K. /s/ BDO USA, P.C. Dallas, Texas March 28, 2024 F-36 Table of Contents Exhibit 31.1 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Alfredo Bala, certify that: 1. I have reviewed this annual report on Form 10-K of Mannatech, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 28, 2024 /s/ Alfredo Bala Alfredo Bala Chief Executive Officer (principal executive officer) F-37 Table of Contents Exhibit 31.2 CERTIFICATION PURSUANT TO 17 CFR 240.13a-14 PROMULGATED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Landen Fredrick, certify that: 1. I have reviewed this annual report on Form 10-K of Mannatech, Incorporated; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 28, 2024 /s/ Landen Fredrick Landen Fredrick Chief Operating Officer and Interim Chief Financial Officer (principal financial officer) F-38 Table of Contents Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mannatech, Incorporated (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alfredo Bala, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 28, 2024 /s/ Alfredo Bala Alfredo Bala Chief Executive Officer (principal executive officer) A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO MANNATECH, INCORPORATED AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. F-39 Table of Contents Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Mannatech, Incorporated (the “Company”) on Form 10-K for the period ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Landen Fredrick, Chief Operating Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 28, 2024 /s/ Landen Fredrick Landen Fredrick Chief Operating Officer and Interim Chief Financial Officer (principal financial officer) A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN PROVIDED TO MANNATECH, INCORPORATED AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. F-40 Table of Contents Exhibit 99.1 MANNATECH, INCORPORATED AND SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Balance at Beginning of Year Charged to Costs and Expenses Charged to other Accounts Deductions Balance at End of Year Year Ended December 31, 2022 Deducted from asset accounts: Allowance for doubtful accounts $ 987 ( 26 ) — 12 $ 973 Allowance for obsolete inventories $ 447 543 — ( 573 ) $ 417 Valuation allowance for deferred tax assets $ 7,934 1,838 — — $ 9,772 Included in accrued expenses: Reserve for sales returns $ 55 779 — ( 775 ) $ 59 Year Ended December 31, 2023 Deducted from asset accounts: Allowance for credit losses $ 973 519 — ( 214 ) $ 1,278 Allowance for obsolete inventories $ 417 463 — ( 460 ) $ 420 Valuation allowance for deferred tax assets $ 9,772 524 — — $ 10,296 Included in accrued expenses: Reserve for sales returns $ 59 753 — ( 771 ) $ 41 F-41