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): January 14, 2014

NAUTILUS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-31321

Washington	94-3002667
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
17750 SE 6th Way Vancouver, Washington	98683
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (360) 859-2900

Former name or former address if changed since last report:

No Change

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:

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

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

¨ 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))

Item 2.02 Results of Operations and Financial Condition.

The disclosure set forth in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

As previously announced, on January 14, 2014, Nautilus, Inc. (the “Company”) will present at the 16th Annual ICR XChange Conference at the JW Marriott Orlando Grande Lakes in Orlando, Florida. The Company is scheduled to present at 1:30 p.m. Eastern Time. The presentation will be webcast live and archived at www.nautilusinc.com/events. The Company’s presentation slides are furnished with this Current Report on Form 8-K as Exhibit 99.1. The presentation includes certain information regarding the Company’s preliminary financial results for the fourth quarter and year ended December 31, 2013, and its future operating plans.

The information in this current report on form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements Disclosure

Certain statements included in the presentation slides attached as Exhibit 99.1 to this current report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements concerning the Company’s prospects, resources, capabilities, current or future financial trends or operating results, demand for the Company’s products, future plans for introduction of new products and the anticipated outcome of new business initiatives, estimates of market size and growth, planned capital expenditures and statements concerning the Company’s ability to finance growth plans with cash generated from its operations. Factors that could cause Nautilus, Inc.’s actual results to differ materially from these forward-looking statements include our ability to acquire inventory from sole source foreign manufacturers at acceptable costs, within timely delivery schedules and that meet our quality control standards, availability and price of media time consistent with our cost and audience profile parameters, a decline in consumer spending due to unfavorable economic conditions in one or more of our current or target markets, an adverse change in the availability of credit for our customers who finance their purchases, our ability to pass along vendor raw material price increases and increased shipping costs, our ability to effectively develop, market and sell future products, our ability to protect our intellectual property, and the introduction of competing products. Additional assumptions, risks and uncertainties are described in detail in our registrations statements, reports and other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on form 10-K, as supplemented by our quarterly reports on Form 10-Q. Such filings are available on our website or at www.sec.gov. You are cautioned that such statements are not guarantees of future performance, and that actual results or developments may differ materially from those set forth in the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith and this list is intended to constitute the exhibit index:

99.1 Nautilus, Inc. Investor Presentation – January 2014.

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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.

Date: January 14, 2014	NAUTILUS, INC.
	(Registrant)
	By:	/S/ BRUCE M. CAZENAVE
	Bruce M. Cazenave
	Chief Executive Officer
	(Principal Executive Officer, Acting Principal Financial Officer and Acting Principal Accounting Officer)

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EX-99.1

JANUARY 14, 2014

Orlando, Florida

ICR Xchange Conference

Exhibit 99.1

Safe Harbor Statement

This presentation includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities

Litigation Reform Act of 1995, including statements concerning the Company's prospects, resources, capabilities, current or future financial trends

or operating results, demand for the Company‘s products, future plans for introduction of new products and the anticipated outcome of new business

initiatives, estimates of market size and growth, planned capital expenditures and statements concerning our ability to finance growth plans with

cash generated from our operations. Factors that could cause Nautilus, Inc.'s actual results to differ materially from these forward-looking

statements include our ability to acquire inventory from sole source foreign manufacturers at acceptable costs, within timely delivery schedules and

that meet our quality control standards, availability and price of media time consistent with our cost and audience profile parameters, a decline in

consumer spending due to unfavorable economic conditions in one or more of our current or target markets, an adverse change in the availability of

credit for our customers who finance their purchases, our ability to pass along vendor raw material price increases and increased shipping costs,

our ability to effectively develop, market and sell future products, our ability to protect our intellectual property, and the introduction of competing

products. Additional assumptions, risks and uncertainties are described in detail in our registration statements, reports and other filings with the

Securities and Exchange Commission, including the "Risk Factors"

set forth in our Annual Report on Form 10-K, as supplemented by our quarterly

reports on Form 10-Q. Such filings are available on our website or at www.sec.gov. You are cautioned that such statements are not guarantees of

future performance and that actual results or developments may differ materially from those set forth in the forward-looking statements. We

undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances.

Unless otherwise indicated, all information regarding our operating results pertain to continuing operations.

©

Nautilus, Inc. 2014

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Presentation Overview

•

Who We Are:

A team focused on providing

innovative fitness solutions and superior results

•

Business Strategies:

Strategic Innovation,

Operational Excellence, Footprint Expansion

•

Financial Overview:

Robust top and bottom line

growth; Strong Balance Sheet

3

Who We Are

4

A Team That Delivers Superior Results

PRELIMINARY* UNAUDITED Q4  AND FULL YEAR 2013 RESULTS          

(CONTINUING OPERATIONS)

•

Q4 Revenues grew 18.5% over Q4 last year

Direct business -

3.7% growth

Retail business -

47.0% growth

•

Full Year 2013 Revenues grew 12.8% over 2012

Direct business -

9.3% growth

Retail business -

20.2% growth

•

Non-GAAP Q4 EPS is expected to be between $0.29 and $0.31 per share**

Versus $0.23 last year

•

Non-GAAP full year EPS is expected to be between $0.46 and $0.48 per

share†

Versus $0.34 last year

5

*     All Q4 2013 and full year 2013 financial information is preliminary and unaudited; see preliminary earnings release dated January 13, 2014.

**  Excludes income tax expense resulting from partial reestablishment of a valuation allowance against the Company’s deferred tax assets.

†

Excludes partial reversal of a valuation allowance recorded against the Company’s deferred tax assets. Non-GAAP Information, see Nautilus’

website under “Investor Relations”

for a reconciliation to GAAP.

Who We Are Today

A

leading

provider

of

fitness

equipment

and

related

products

for

use

in,

and

around,

the

home

Industry leading capabilities in product innovation and quality

Growing company which has dramatically improved profitability

Strong portfolio of brands, including #1 in the fitness industry (Bowflex)*

Unique three-pronged business model

An organization focused on increasing shareholder value

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Our goal is to provide products which allow consumers to

achieve their health and fitness goals

* Based on 2012 National Consumer Research Study

Strongest Brands in Fitness Equipment

7

* Based on 2012 National Consumer Research Study

Winning Product Portfolio of Existing Heritage Products

Cardio

Unique technologies and modalities have driven growth

Strength

TreadClimber®

SelectTech®

Home Gym

8

AD6

Recent Innovations

Bowflex MAX Trainer™

Schwinn®

Cardio MY13

Bowflex Boost ™

UpperCut®

Schwinn®

Elliptical MY13

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Growing in all Our Channels

% of 2013

Revenue*

2013 Full

Year Gross

Margin*

Op-ex

Profile*

2013

Full

Year

Cont.

Margin**

Revenue

Growth

in 2013*

Direct to

Consumer

63%

59-61%

Higher

(due to

advertising)

10-11%

9%

Retail

35%

24-26%

Very Low

14-16%

20%

Licensing

Royalties

2%

~100%

Minimal

100%

6%

Plus…

Complementary business drivers across channels

*    All Q4 2013 and full year 2013 financial information is preliminary and unaudited; see preliminary earnings release dated January 13, 2014.

** Excluding unallocated corporate expense.

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Our Six Philosophies

1.

Focus on profitable growth while leveraging and tightly

controlling expenses

2.

Deliver a steady flow of consumer driven innovations

3.

Continue investing in our brands and new product launches

•

Longer term view

4.

Emphasis on high opportunity initiatives for maximum success

•

Carefully scrutinize deployment of resources

5.

Apply sense of urgency and intense focus on strategy and

execution

•

Achieve what we say we’re going to do

6.

Support and nurture our vibrant culture of organizational

excellence

Continue to drive positive shareholder return!

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Business Strategies

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Key Drivers

•

Emphasis on new product development for both the Direct and

Retail channels; guided by a focus on consumer needs/wants

•

Utilize our unique multi-channel business model to gain share and

secure traction on new products

•

Diversify our product offering and geographic footprint

•

Utilize new marketing approaches to energize our brands and build

deeper customer relationships

Utilize combination of “core growth”

and “plus growth”

initiatives to strengthen core and extend our reach

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Growth Opportunities

•

Launch

New

Direct

to

Consumer

Products:

Lead

with

new

MAX

Trainer,

leverage

our

unique

market’s

capabilities

•

Large

Domestic

Retail

Market:

We

are

under-represented

but

well

poised

to

take

share

•

International

Market

Opportunity:

Where

we

are

almost

non-

existent

today,

but

our

brands

are

already

well-known

•

Expand

Licensing

Royalty

Base:

Utilize

both

IP

and

Brands

•

Tap

Into

Adjacent

Product

Categories:

That

are

growing

and

compliment

our

core

competencies

14

Global Market Opportunity

*Compilation of Industry and Internal Data

15

Estimated Wholesale Retail Market Size by Region*

“The Road Map”

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•New Price Points

•New Core Categories

•Plus Growth Opportunities

•Access to Broader Audience

•Licensing

•Process Rigor

•IP Portfolio

•Brand Engagement

•Margin Discipline

•Leverage Infrastructure

•Continuous Cost Improvements

•Supply Chain Efficiency

•Media Planning

Our approach to

profitable growth focuses

on three major areas:

Financial Overview

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Revenue growing at 9.1% CAGR*

*All Q4 2013 and full year 2013 financial information is preliminary and unaudited; see preliminary earnings release dated January 13, 2014.

Note: Net Revenue and Operating Income are for Continuing Operations.

Consistent Revenue and Profitability Growth

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Note: All Q4 and full year financial information is preliminary and unaudited; see preliminary earnings release January 13, 2014.

* Non-GAAP Information, see Nautilus’

website under “Investor Relations”

for a reconciliation to GAAP

* Net Revenue and EBITDA are rolling four quarter totals, Continuing Operations

EBITDA Outpacing Revenue Growth

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Strong Balance Sheet

•

Approximately $41M* of cash and no debt as of December

31, 2013

•

$31.6M of deferred net tax assets as of September 30, 2013

•

Working capital utilization metrics are best in the industry

•

Internal cash generation expected to finance growth plans

•

Modest capital expenditures of approximately $2 -

$3M per

year range expected

*All Q4 2013 and full year 2013 financial information is preliminary and unaudited; see preliminary earnings release dated January 13, 2014.

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Longer Term Expectations

Stated Strategic Goal

Run Rate

2013 Preliminary

Results vs. 2012*

Revenue Growth

9-10% year

12.8% vs. 7.5% (L.Y.)

Gross Margin

Sustain gains in each

channel

2-4 point improvement in

both channels

Operating Expense

Leverage

1-3 points better

Expenses flat to up slightly

Operating Income

7-10% of revenue

Absolute dollars increasing

at double digit pace

7.0-7.2% vs. 5.5% (L.Y.)

45-49% growth

EBITDA Growth

Strong (outpacing revenue)

39-42% growth vs. 84% (L.Y.)

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*All Q4 2013 and full year 2013 financial information is preliminary and unaudited; see preliminary earnings release dated January 13, 2014.

Key Take Aways

Our company is achieving growth and significantly improved

profitability

Capabilities have been built to deliver long-term profitability

Strategic growth drivers and opportunities have been identified and

are being pursued

Strong asset position is unique and leverage-able

•

Brands, IP, balance sheet, business model, human capital 

Our plan is solid and it is working

22

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Nautilus, Inc.

Reconciliation of Non-GAAP Financial Measure

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

Management considers EBITDA, a non-GAAP financial measure, to be useful for investors in evaluating our operating performance. We calculate EBITDA by adding income from continuing operations, plus (i) interest expense net of interest income, (ii) income tax expense and (iii) depreciation and amortization. A reconciliation of EBITDA to income from continuing operations is as follows (in millions).

	2010			2011		2012			2013(2)
Income (loss) from continuing operations(1)	$	(9.8	)	$	2.5	$	10.6		$	47.7-48.3
Interest expense (income), net		0.1			0.4		(0.1	)		0.0
Income tax expense (benefit) of continuing operations		0.6			0.7		(0.2	)		(32.0)-(32.3	)
Depreciation and amortization		6.6			3.8		3.3			3.3
EBITDA from continuing operations	$	(2.5	)	$	7.4	$	13.7	(3)	$	19.0-19.4	(3)

⁽¹⁾  Management does not include the results of discontinued operation in its calculation of EBITDA and, therefore, EBITDA was not reconciled to net income including discontinued operation.

⁽²⁾  Full year 2013 financial information is preliminary and unaudited.

⁽³⁾  May not add due to rounding.

Nautilus, Inc.

Reconciliation of Non-GAAP Financial Measure

Net Income and Earnings Per Diluted Share Excluding a Partial Reversal of a

Valuation Allowance

Nautilus presents adjusted net income and earnings per diluted share results because management believes that due to the non-recurring nature of the partial reversal of a valuation allowance recorded against the Company’s deferred tax assets resulting in an income tax benefit, including the non-GAAP results assists investors in assessing the Company’s operational performance relative to its competitors and its historical financial performance.

Continuing Operations Income and Diluted EPS (as reported and excluding non-recurring items) (unaudited and in millions, except per share amounts):

	Three Months Ended December 31, 2013
	Prelim Results (est range) (1)		Less non- recurring items(2)			Excluding non- recurring items (est range)
Income from continuing operations	$	8.0-8.6	$	(1.1	)	$	9.1-9.7
Diluted net income per share	$	0.25-0.27	$	(0.04	)	$	0.29-0.31
	Twelve Months Ended December 31, 2013
	Prelim Results (est range) (1)		Less non- recurring items(2)			Excluding non- recurring items (est range)(3)
Income from continuing operations	$	47.7-48.3	$	33.0		$	14.6-15.2
Diluted net income per share	$	1.52-1.54	$	1.05		$	0.46-0.48

⁽¹⁾  Full year and fourth quarter 2013 financial information is preliminary and unaudited.

⁽²⁾  Such items were offset by the after-tax impact of an income tax benefit (expense) related to a partial reversal of a valuation allowance recorded against the Company’s deferred tax assets.

⁽³⁾  May not add due to rounding.