8-K

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: February 2, 2005

(Date of earliest event reported)

THE NAUTILUS GROUP, INC.

(Exact name of registrant as specified in its charter)

Washington	000-25867	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 NE 136th Avenue

Vancouver, Washington 98684

(Address of principal executive offices and zip code)

(360) 694-7722

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

THE NAUTILUS GROUP, INC.

FORM 8-K

Item 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 2, 2005, The Nautilus Group, Inc. issued a press release announcing fourth quarter 2004 earnings, fiscal year 2004 earnings, and first quarter 2005 earnings estimates. The press release also included the declaration of the regular quarterly dividend for the first quarter of 2005. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits

Exhibit No.	Description
99.1	The Nautilus Group, Inc. Press Release, dated February 2, 2005, announcing fourth quarter 2004 earnings, fiscal year 2004 earnings, first quarter 2005 earnings estimates, and declaring the regular quarterly dividend for the first quarter of 2005.

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.

	THE NAUTILUS GROUP, INC.
	(Registrant)
February 2, 2005         (Date)	By:	/s/ Rod W. Rice
		Rod W. Rice, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	The Nautilus Group, Inc. Press Release, dated February 2, 2005, announcing fourth quarter 2004 earnings, fiscal year 2004 earnings, first quarter 2005 earnings estimates, and declaring the regular quarterly dividend for the first quarter of 2005.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:	The Nautilus Group, Inc.	Integrated Corporate Relations, Inc.
	Ron Arp	John Mills
	(360)418-6169	(310)395-2215 or (203)222-9013

NAUTILUS GROUP FOURTH QUARTER NET INCOME GROWS BY 51%

Company Completes Turnaround and Returns to Growth

VANCOUVER, Wash. – (February 2, 2005) – The Nautilus Group, Inc. (NYSE: NLS), a leading marketer, developer, and manufacturer of branded health and fitness products, today announced results for the fourth quarter and year-ended December 31, 2004, including a net income increase of 51 percent in the fourth quarter.

Fourth-quarter net sales were $169.6 million compared to $152.8 million for the corresponding period last year, up 11 percent. Net income during the fourth quarter was $14.2 million, or $0.42 per diluted share, up from $9.4 million, or $0.28 per share, in the fourth quarter of 2003. Net income in the fourth quarter of 2004 included a gain of $0.01 per diluted share from reducing a tax reserve after the completion of normal federal tax audits.

For the year ended December 31, 2004, net sales were $523.8 million, compared to $498.8 million in 2003, a 5 percent increase. Net income was $30.0 million, or $0.90 per diluted share, compared to $34.4 million, or $1.04 in 2003. The Company finished 2004 with cash and cash equivalents of $104.6 million, up 44 percent in 2004 compared to the prior year.

“With this quarter’s excellent performance, we have concluded our turnaround as planned and returned our Company to growth,” said Gregg Hammann, chairman and chief executive officer. “We believe our Company is now properly positioned to expand our product offering and grow our market share in all sales channels in 2005. We believe our diversified portfolio of fitness brands offered across multiple channels provides us a venue to reach more consumers and serve their needs better than any other fitness company.”

“Now, we are preparing our organization to drive growth and invest in our future. We’re entering the first year of a three-year growth plan with four of the most widely recognized fitness brands that have been repositioned through consumer and customer insights, plus we have a growing pipeline of significant fitness innovations. We expect to accelerate the innovation cycle to launch more new products in 2005 than in any other year in the Company’s history.”

For the first quarter of 2005, the Company estimates that net sales would be in the range of $145 to $150 million, and earnings per share will grow by more than 25 percent to approximately $0.24 to $0.26.

For the full year of 2005, the Company believes net sales will grow around 15 percent compared to the prior year, and earnings will grow about 25 to 30 percent. The Company’s guidance does not include any impact from FASB statement 123R, which would require all companies to expense stock options for all periods beginning after June 15, 2005. Because of the seasonal nature of fitness equipment sales, the company expects over two-thirds of its earnings to occur in the second half of the year.

The Company announced today that its Board of Directors declared a regular quarterly dividend of $0.10 per common share, payable March 10, 2005, to stockholders of record as of February 20, 2005.

The Company also announced it is proceeding with plans to change its name from The Nautilus Group, Inc. to Nautilus, Inc., reflecting that it is managed today as a single company rather than as a holding company.

The Company will host a conference call at 5:00 p.m. EST (2:00 p.m. PST) February 2, 2005 to discuss fourth quarter and year-end 2004 financial results. It will be broadcast live over the Internet hosted at http://www.nautilus.com/ir/events.asp under “Investor Relations/Events Calendar” and will be archived online within one hour after completion of the call. In addition, listeners may call (800) 240-6709 from anywhere in North America, and (303) 262-2175 from outside North America. Participants will include: Gregg Hammann, Chairman and Chief Executive Officer; Rod Rice, Chief Financial Officer; and Tim Hawkins, Chief Customer Officer and Chief Marketing Officer. A telephonic playback will be available from 7:00 p.m. PST February 2 through 11:59 p.m. PST, February 16, 2005. North American callers can dial (800) 405-2236 and other international callers can dial (303) 590-3000 to hear the playback. The passcode is 11022318#.

About The Nautilus Group, Inc.

Headquartered in Vancouver, Wash., The Nautilus Group, Inc. (NYSE:NLS) helps people achieve a fit and healthy lifestyle through proper exercise, rest and nutrition. With a brand portfolio that includes Nautilus^®, Bowflex^®, Schwinn^®Fitness, StairMaster^® and Trimline^®, The Nautilus Group, Inc. manufactures and markets a complete line of innovative health and fitness products through direct, commercial and retail channels. The Company was formed in 1986 and has nearly 1,100 employees and operations in Washington, Colorado, Oklahoma, Texas, Illinois, Virginia, Switzerland, Germany, United Kingdom, Italy, China, and other locations around the world. More information is at www.nautilus.com.

This press release includes forward-looking statements. Factors that could cause The Nautilus Group’s actual results to differ materially from these forward-looking statements include availability of media time and fluctuating advertising rates, a decline in consumer spending due to unfavorable economic conditions, its ability to effectively develop, market, and sell future products, its ability to get foreign-sourced product through customs in a timely manner, its ability to effectively identify and negotiate any future strategic acquisitions, its ability to protect its intellectual property, introduction of lower-priced competing products, unpredictable events and circumstances relating to international operations including its use of foreign manufacturers, government regulatory action, and general economic conditions. Please refer to our reports and filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, for a further discussion of these risks and uncertainties. We also caution you not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

THE NAUTILUS GROUP, INC.

Consolidated Balance Sheets

(In Thousands)

(Unaudited)

	December 31, 2004			December 31, 2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	104,585		$	72,634
Trade receivables, net		95,593			75,492
Inventories		49,104			53,129
Prepaid expenses and other current assets		9,427			6,049
Short-term notes receivable		2,503			2,362
Current deferred tax assets		4,661			4,646
Total current assets		265,873			214,312
PROPERTY, PLANT AND EQUIPMENT, net		46,350			50,602
GOODWILL		29,755			29,755
OTHER ASSETS, net		17,663			17,266
TOTAL ASSETS	$	359,641		$	311,935
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables		57,861			34,879
Accrued liabilities		24,685			28,648
Income taxes payable		10,803			8,488
Royalty payable to stockholders		18			2,133
Customer deposits		2,957			1,453
Total current liabilities		96,324			75,601
OTHER NONCURRENT LIABILITIES		200			—
NONCURRENT DEFERRED TAX LIABILITY		11,081			10,206
STOCKHOLDERS’ EQUITY:
Common stock		10,682			2,828
Unearned compensation		(1,204	)		(1,544	)
Retained earnings		238,474			221,580
Accumulated other comprehensive income		4,084			3,264
Total stockholders’ equity		252,036			226,128
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	359,641		$	311,935

THE NAUTILUS GROUP, INC.

Consolidated Statements of Operations

(In Thousands, Except Share and Per Share Data)

(Unaudited)

	Three months ended December 31,									Twelve months ended December 31,
	2004			% of Sales		2003		% of Sales		2004			% of Sales		2003		% of Sales
NET SALES	$	169,580				$	152,827			$	523,837				$	498,836
COST OF SALES		89,599		52.8	%		83,196	54.4	%		279,043		53.3	%		247,020	49.5	%
Gross profit		79,981		47.2	%		69,631	45.6	%		244,794		46.7	%		251,816	50.5	%
OPERATING EXPENSES:
Selling and marketing		46,185		27.2	%		39,557	25.9	%		156,577		29.9	%		149,245	29.9	%
General and administrative		9,938		5.9	%		12,207	8.0	%		31,033		5.9	%		37,098	7.4	%
Research and development		1,970		1.2	%		1,350	0.9	%		6,754		1.3	%		5,670	1.1	%
Related-party royalties		—		0.0	%		1,718	1.1	%		1,843		0.4	%		6,556	1.3	%
Third-party royalties		1,275		0.8	%		462	0.3	%		4,125		0.8	%		1,431	0.3	%
Total operating expenses		59,368		35.0	%		55,294	36.2	%		200,332		38.3	%		200,000	40.1	%
OPERATING INCOME		20,613		12.2	%		14,337	9.4	%		44,462		8.5	%		51,816	10.4	%
OTHER INCOME:
Interest income		444		0.3	%		246	0.2	%		1,357		0.3	%		839	0.2	%
Other - net		(139	)	-0.1	%		61	0.0	%		(172	)	0.0	%		1,098	0.2	%
Total other income, net		305		0.2	%		307	0.2	%		1,185		0.2	%		1,937	0.4	%
INCOME BEFORE INCOME TAXES		20,918		12.3	%		14,644	9.6	%		45,647		8.7	%		53,753	10.8	%
INCOME TAX EXPENSE		6,760		4.0	%		5,272	3.4	%		15,662		3.0	%		19,351	3.9	%
NET INCOME	$	14,158		8.3	%	$	9,372	6.1	%	$	29,985		5.7	%	$	34,402	6.9	%
BASIC EARNINGS PER SHARE	$	0.43				$	0.29			$	0.92				$	1.06
DILUTED EARNINGS PER SHARE	$	0.42				$	0.28			$	0.90				$	1.04
Weighted average shares outstanding:
Basic shares outstanding		32,989,860					32,602,362				32,756,766					32,579,533
Diluted shares outstanding		33,861,635					33,159,067				33,394,160					33,018,694

THE NAUTILUS GROUP, INC.

Selected Financial Information

(In Thousands)

(Unaudited)

	Quarter Ended December 31,
	Net Sales				Gross Profit				Operating Income						Gross Profit Margin				Operating Margin
	2004		2003		2004		2003		2004			2003			2004		2003		2004		2003
Direct	$	83,969	$	59,082	$	58,311	$	40,577	$	16,482		$	5,032		69.4	%	68.7	%	19.6	%	8.5	%
Commercial/Retail		85,611		93,745		21,670		29,054		8,253			15,640		25.3	%	31.0	%	9.6	%	16.7	%
Corporate		—		—		—		—		(4,122	)		(6,335	)	—		—		—		—
Total	$	169,580	$	152,827	$	79,981	$	69,631	$	20,613		$	14,337		47.2	%	45.6	%	12.2	%	9.4	%
	Year Ended December 31,
	Net Sales				Gross Profit				Operating Income						Gross Profit Margin				Operating Margin
	2004		2003		2004		2003		2004			2003			2004		2003		2004		2003
Direct	$	262,077	$	246,902	$	172,776	$	172,986	$	29,439		$	31,476		65.9	%	70.1	%	11.2	%	12.7	%
Commercial/Retail		261,760		251,934		72,018		78,830		26,021			34,657		27.5	%	31.3	%	9.9	%	13.8	%
Corporate		—		—		—		—		(10,998	)		(14,317	)	—		—		—		—
Total	$	523,837	$	498,836	$	244,794	$	251,816	$	44,462		$	51,816		46.7	%	50.5	%	8.5	%	10.4	%

THE NAUTILUS GROUP, INC.

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Three months ended December 31,						Twelve months ended December 31,
	2004			2003			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	14,158		$	9,372		$	29,985		$	34,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,200			3,313			12,445			12,274
Allowance for note receivable		(594	)		594			(594	)		594
Amortization of unearned compensation		85			85			340			156
Loss (gain) on sale of property, plant and equipment		560			(12	)		(1,214	)		119
Tax benefit of exercise of nonqualified options		970			1			1,285			541
Deferred income taxes		215			(832	)		963			(663	)
Changes in current assets and liabilities		(9,610	)		638			4,269			(3,702	)
Net cash provided by operating activities		8,984			13,159			47,479			43,721
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment		(5,002	)		(1,415	)		(9,051	)		(7,017	)
Proceeds from sale of property, plant and equipment		—			38			649			54
Net increase in other assets		(1,249	)		(67	)		(1,069	)		(640	)
Proceeds from maturities of short-term investments		—			—			—			17,578
Net decrease in notes receivable		315			38			453			474
Net cash (used in) provided by investing activities		(5,936	)		(1,406	)		(9,018	)		10,449
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid on common stock		(3,289	)		(3,261	)		(13,091	)		(13,030	)
Funds used for stock repurchase		—			—			—			(1,422	)
Proceeds from exercise of stock options		4,742			37			6,569			979
Net cash (used in) provided by financing activities		1,453			(3,224	)		(6,522	)		(13,473	)
Effect of Foreign Currency Exchange Rate Changes		151			280			12			218
NET INCREASE IN CASH AND CASH EQUIVALENTS		4,652			8,809			31,951			40,915
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		99,933			63,825			72,634			31,719
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	104,585		$	72,634		$	104,585		$	72,634