8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2009

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas	000-24657	75-2508900
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 S. Royal Lane, Suite 200

Coppell, Texas 75019

(Address of Principal Executive Offices, including Zip Code)

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

_________________________________________________

(Former name or former address, if change since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2009, Mannatech, Incorporated issued a press release announcing financial and operating results for the first quarter ended March 31, 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1*	Press release, dated May 6, 2009, entitled “Mannatech Reports First Quarter Results.”

*Filed herewith.

______________________________________

The information disclosed under this report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MANNATECH, INCORPORATED
Dated: May 7, 2009	By:	/s/ Stephen D. Fenstermacher
		Stephen D. Fenstermacher Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1*	Press release, dated May 6, 2009, entitled “Mannatech Reports First Quarter Results.”

*Filed herewith.

EX-99.1

Exhibit 99.1

Mannatech Reports First Quarter Results

Higher commission rate temporarily impacts earnings; Recruiting and pack sales jump in current quarter

Coppell, TX, May 6, 2009 - Mannatech, Incorporated (NASDAQ – MTEX), a leading developer and provider of proprietary nutritional supplements, weight management products and skin care solutions, today reported a net loss of $4.8 million or $0.18 per diluted share for the first quarter ending March 31, 2009, compared to a net loss of $2.3 million or $0.09 per diluted share for the first quarter of 2008. Operating results were negatively impacted by higher commissions paid while in transition to a new lower priced business builder pack and continuing unfavorable foreign currency exchange.

First quarter net sales for 2009 were $70.7 million, a decrease of 22.7%, compared to $91.5 million in the first quarter of 2008. The sales decline was largely due to a 27.6% decrease in North American sales compared to the first quarter of 2008. International sales decreased 14.3% for the first quarter of 2009 compared to the first quarter of 2008 partially due to the negative impact of a stronger U.S. dollar in the first quarter compared to the first quarter of 2008. The stronger U.S. dollar negatively impacted sales by $4.3 million excluding South Africa.

Wayne Badovinus, Mannatech’s president and CEO commented, “The weakened global economy continues to have an impact on sales, and our earnings were lower due to higher commission payouts as we transitioned to a reduced pack size and price for business builders as well as unfavorable foreign currency exchange results. However, we experienced considerably higher recruiting numbers for the first quarter of 2009. Recruiting momentum started in the fourth quarter of 2008 with the launch of our fat loss product, Osolean powder. The launch of our $499 reduced price pack in late January has fueled strong recruiting throughout the first quarter and has continued into the second quarter.”

Mr. Badovinus continued, “New independent Associates added in the first quarter of 2009 increased 5.1% compared to the first quarter of 2008, and was 6.1% higher than the fourth quarter of 2008. Further evidence of our improvement in recruiting is that domestic pack sales were up 9% in the first quarter of 2009 compared to the first quarter of 2008. We believe we have begun to turn the corner on recruiting.”

New independent Associates recruiting totaled 36,465 in the first quarter of 2009, compared to 34,383 new Associates added in the fourth quarter of 2008 and 28,838 new Associates added in the third quarter of 2008. Total independent Associate and Member count based on a 12-month trailing period was 527,000 for the first quarter of 2009 as compared to 570,000 for the first quarter of 2008.

Conference Call

Mannatech will hold a conference call and webcast to discuss this announcement with investors on Thursday, May 7, 2009 at 9:00 a.m. Central Daylight Time, 10:00 a.m. Eastern Daylight Time. Investors may listen to the call by accessing Mannatech’s website at www.mannatech.com.

About Mannatech

Mannatech, Incorporated, is a global wellness solutions provider of innovative, high-quality, proprietary dietary supplements, weight management products and skin care solutions sold through independent Associates and Members located in the United States and the international markets of Canada, Australia, the United Kingdom, Japan, New Zealand, the Republic of Korea, Taiwan, Denmark, Germany, South Africa, and Singapore. For more information please visit www.mannatech.com or www.allaboutmannatech.com.

Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “intend” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s inability to attract and retain Associates and Members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions

reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

Contact Information:

Gary Spinell

Vice President Finance & Administration

972-471-6512

ir@mannatech.com

www.mannatech.com

www.exploremannatech.com

www.allaboutmannatech.com

Net Sales in Dollars and as a Percentage of Consolidated Net Sales – (Unaudited)

	Three months ended March 31,
Country	2009				2008
	(in millions, except percentages)
United States	$	36.5	51.5	%	$	51.9	56.7	%
Japan		10.9	15.4	%		11.4	12.6	%
Republic of Korea		5.5	7.8	%		9.3	10.2	%
Canada		5.3	7.5	%		5.9	6.4	%
Australia		5.2	7.4	%		7.4	8.1	%
South Africa		2.3	3.3	%		—	—
Taiwan		1.6	2.3	%		1.2	1.3	%
New Zealand		1.0	1.4	%		1.5	1.6	%
Germany		0.9	1.3	%		1.1	1.2	%
United Kingdom		0.8	1.1	%		1.5	1.6	%
Denmark		0.4	0.6	%		0.3	0.3	%
Singapore		0.3	0.4	%		—	—
Totals	$	70.7	100	%	$	91.5	100	%

The number of new and continuing independent associates and members who purchased our packs or products during the twelve months ended March 31, 2009 and 2008 were as follows:

	2009			2008
New	134,000	25.5	%	179,000	31.4	%
Continuing	393,000	74.5	%	391,000	68.6	%
Total	527,000	100	%	570,000	100	%

MANNATECH, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	March 31, 2009			December 31, 2008
ASSETS	(unaudited)
Cash and cash equivalents	$	26,401		$	30,945
Restricted cash		2,346			1,864
Accounts receivable, net of allowance of $11 and $23 in 2009 and 2008, respectively		284			291
Income tax receivable		5,695			3,531
Inventories, net		30,216			31,313
Prepaid expenses and other current assets		4,202			3,946
Deferred income tax assets		4,829			5,632
Total current assets		73,973			77,522
Long-term investments		—			—
Property and equipment, net		33,883			36,202
Construction in progress		638			840
Long-term restricted cash		6,600			7,579
Other assets		1,330			1,456
Long-term deferred income tax assets		462			459
Total assets	$	116,886		$	124,058
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of capital leases	$	128		$	131
Accounts payable		5,781			5,067
Accrued expenses		21,198			24,324
Commissions and incentives payable		13,896			11,453
Taxes payable		28			873
Current deferred tax liability		224			192
Deferred revenue		3,315			3,476
Total current liabilities		44,570			45,516
Capital leases, excluding current portion		124			155
Long-term royalty liability		1,923			2,024
Long-term deferred income tax liabilities		5,246			6,075
Other long-term liabilities		1,654			1,559
Total liabilities		53,517			55,329
Commitments and contingencies		—			—
Shareholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.0001 par value, 99,000,000 shares authorized, 27,667,882 shares issued and 26,460,788 shares outstanding in 2009 and 2008		3			3
Additional paid-in capital		40,879			40,753
Retained earnings		38,866			44,170
Accumulated other comprehensive loss		(1,588	)		(1,406	)
		78,160			83,520
Less treasury stock, at cost, 1,207,094 shares in 2009 and 2008		(14,791	)		(14,791	)
Total shareholders’ equity		63,369			68,729
Total liabilities and shareholders’ equity	$	116,886		$	124,058

MANNATECH, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS – (UNAUDITED)

(in thousands, except per share information)

	Three months ended March 31,
	2009			2008
Net sales	$	70,701		$	91,451
Cost of sales		11,731			12,863
Commissions and incentives		33,726			42,492
		45,457			55,355
Gross profit		25,244			36,096
Operating expenses:
Selling and administrative expenses		18,215			22,746
Depreciation and amortization		3,146			3,062
Other operating costs		9,562			14,027
Total operating expenses		30,923			39,835
Income (loss) from operations		(5,679	)		(3,739	)
Interest income		74			560
Other income (expense), net		(1,418	)		371
Income (loss) before income taxes		(7,023	)		(2,808	)
(Provision) benefit for income taxes		2,248			516
Net income (loss)	$	(4,775	)	$	(2,292	)
Earnings (loss) per share:
Basic	$	(0.18	)	$	(0.09	)
Diluted	$	(0.18	)	$	(0.09	)
Weighted-average common shares outstanding:
Basic		26,461			26,461
Diluted		26,461			26,461