Document


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: May 7, 2018
(Date of earliest event reported)
 _________________________________________ 
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)

  __________________________________________

Washington
001-31321
94-3002667
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
17750 SE 6th Way
Vancouver, Washington 98683
(Address of principal executive offices and zip code)
 
(360) 859-2900
(Registrant's telephone number, including area code)
 
N/A
(Former name or former address, if changed 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 (see General Instruction A.2. below):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o






NAUTILUS, INC.
FORM 8-K


Item 2.02
 
Results of Operations
On May 7, 2018, Nautilus, Inc. issued a press release announcing its financial results for the three months ended March 31, 2018. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 2.02 and in 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.
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:
Nautilus, Inc. press release dated May 7, 2018.



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. 
 
 
NAUTILUS, INC.
 
 
(Registrant)
 
 
 
 
May 7, 2018
 
By:
/s/ Sidharth Nayar
Date
 
 
Sidharth Nayar
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)



Exhibit


https://cdn.kscope.io/377a8590e23fa2b25e3f0a4a95a92919-logo20150206_image1a10.gif
EXHIBIT 99.1

NAUTILUS, INC. REPORTS RESULTS FOR THE FIRST QUARTER 2018

First Quarter Revenue and Operating Income Exceed Guidance
 
Retail Revenue Increased 13.7% to $43.0 Million

Company Reiterates Full Year 2018 Revenue and Operating Income Guidance


VANCOUVER, WASHINGTON, May 7, 2018 - Nautilus, Inc. (NYSE: NLS) today reported its unaudited operating results for the first three months ended March 31, 2018.

Q1 2018 Highlights
All comparisons relate to the first quarter of 2017 unless otherwise indicated:

Revenues:
Total revenue increased 1.4% to $114.8 million compared to prior year of $113.3 million and guidance range of $110.0 to $113.0 million.
Direct segment sales decreased 4.7% to $71.2 million primarily from the expected decline in TreadClimber® sales, partially offset by growth of new products, including the Bowflex HVT® product.
Retail segment sales increased 13.7% to $43.0 million, reflecting strong growth across a variety of product lines, as well as growth in specialty and commercial customers.
Gross Margins:
Total company gross margins decreased by 320 basis points to 51.3% primarily due to a reduction in Direct gross margins, coupled with a shift in segment revenue mix from Direct to Retail.
Direct margins decreased by 250 basis points due to a shift in product mix to lower margin HVT® products and treadmills.
Retail margins decreased by 80 basis points due to increased product costs.
Operating income decreased 15.7% to $10.7 million compared to prior year of $12.7 million due to the decline in gross margin and added investments in key strategic initiatives.
Income from continuing operations for the first quarter of 2018 was $8.1 million, or $0.27 per diluted share, compared to income from continuing operations of $8.2 million, or $0.26 per diluted share in the prior year quarter.
EBITDA from continuing operations decreased 11.8% to $13.1 million compared to $14.9 million in the prior year period.
At March 31, 2018, cash and marketable securities increased to $92.7 million and debt decreased to $44.0 million, compared to $85.2 million and $48.0 million, respectively, at December 31, 2017.
Repurchased $2.7 million of stock in the open market as part of previously announced stock repurchase program.

Bruce M. Cazenave, Chief Executive Officer, stated, “First quarter 2018 revenue and operating income exceeded the guidance range we provided and were driven by solid momentum in our Retail segment. The Retail segment achieved 14% growth in the first quarter as we experienced broad based sales growth across existing and recently introduced products with several key partners and improved performance in the specialty retail channel. As anticipated, we experienced a decline in the Direct segment revenues due to the phase-down of the mature TreadClimber® product line but are well positioned to return to growth in this segment beginning the third quarter of 2018. New products introduced during the middle of last year such as the Bowflex Results SeriesTM and HVT® products continued to meaningfully contribute during the first quarter, and we are on track to launch additional Direct and Retail segment products later this year. The introduction of the Commercial Max Trainer® product at the recent IHRSA show has been extremely well received





, and we look forward to the anticipated uplift in Octane sales when the product starts shipping during the third quarter of this year.”

Mr. Cazenave continued, “Implementation of the multi-faceted 2018 plan we described in previous communications is proceeding as planned and on schedule. This includes systems integration, consolidation of warehousing facilities, supply base realignment and restructuring of our international sales and support teams. Progress in developing our new digital technology platform is also advancing as planned. These initiatives are anticipated to enhance and support our growth initiatives, including new product introductions and improved margins, going forward. Based on our first quarter results, planned rollout of new offerings and operational improvements, we are well positioned to return to full year top line growth in 2018, and reaffirm our full year guidance range on revenue and operating income.”

For further information, see “Results of Operations Information” attached hereto.

Segment Results

Net sales for the Direct segment were $71.2 million in the first quarter of 2018, a decrease of 4.7% over the comparable period last year as the expected decline in TreadClimber® sales, coupled with a decline in Max Trainer® sales, was partially offset by the growth of new products, including the Bowflex Results SeriesTM treadmills and ellipticals. Operating income for the Direct segment was $11.3 million for the first quarter of 2018, compared to $15.3 million in the first quarter of last year. Operating income was negatively impacted by the decline in gross margins and lower media returns, partially offset by a decrease in consumer financing fees. Gross margin for the Direct segment declined by 250 basis points resulting from a shift in product mix to lower margin HVT® products and treadmills.

Net sales for the Retail segment were $43.0 million in the first quarter of 2018, an increase of 13.7% when compared to $37.8 million in the first quarter last year. The increase reflected robust growth across a variety of product lines and sales growth with specialty and commercial customers. Operating income for the Retail segment was $3.9 million for the first quarter of 2018 compared to $2.2 million in the first quarter of last year. The increase in Retail segment operating income was primarily due to the higher net sales, coupled with the non-recurrence of a $1.2 million reserve recorded in the same period of the prior year. Retail segment gross margin was 31.2% in the first quarter of 2018, compared to 32.0% in the same quarter of the prior year, reflecting increased product costs due to unfavorable changes in foreign currency exchange rates.

Royalty revenue in the first quarter 2018 was $0.6 million, compared to $0.7 million for the same quarter of last year. The reduction in royalty revenue reflects the renegotiation of a certain license.

For further information, see “Segment Information” attached hereto.

Balance Sheet

As of March 31, 2018, the Company had cash and marketable securities of $92.7 million and debt of $44.0 million, compared to cash and marketable securities of $85.2 million and debt of $48.0 million at year end 2017. During the first quarter, the Company purchased $2.7 million of stock in the open market as part of its previously announced stock repurchase program. Working capital of $93.6 million as of March 31, 2018 was $2.4 million higher than the 2017 year-end balance of $91.1 million. Inventory as of March 31, 2018 was $37.7 million, compared to $53.4 million as of December 31, 2017 and $34.3 million at the end of the first quarter last year.

For further information, see “Balance Sheet Information” attached hereto.

Conference Call
 
Nautilus will host a conference call to discuss the Company’s operating results for the first quarter ended March 31, 2018 at 4:30 p.m. ET (1:30 p.m. PT) on Monday, May 7, 2018. The call will be broadcast live over the Internet hosted at http://www.nautilusinc.com/events and will be archived online within one hour after completion of the call. In addition, listeners





may call (888) 394-8218 in North America and international listeners may call (323) 701-0225. Participants from the Company will include Bruce M. Cazenave, Chief Executive Officer, Sid Nayar, Chief Financial Officer, and William B. McMahon, Chief Operating Officer.

A telephonic playback will be available from 7:30 p.m. ET, May 7, 2018, through 11:59 p.m. ET, May 21, 2018. Participants can dial (844) 512-2921 in North America and international participants can dial (412) 317-6671 to hear the playback. The passcode for the playback is 2770686.

Non-GAAP Presentation

In addition to disclosing results determined in accordance with GAAP, Nautilus has presented EBITDA from continuing operations, a non-GAAP financial measure, for the three months ended March 31, 2018 and 2017.

The Company defines EBITDA from continuing operations as its income from continuing operations, adjusted to exclude interest expense (income), income tax expense of continuing operations, and depreciation and amortization expense. The Company uses EBITDA from continuing operations in evaluating its operating results and for financial and operational decision-making purposes such as budgeting and establishing operational goals. The Company believes that EBITDA from continuing operations helps identify underlying trends in its business that could otherwise be masked by the effect of the items that are excluded from EBITDA from continuing operations and enhances the overall understanding of the Company’s past performance and future prospects. The Company presents EBITDA from continuing operations as a complement to results provided in accordance with GAAP, and these results should not be regarded as a substitute for GAAP. The Company strongly encourages you to review all of its financial statements and publicly-filed reports in their entirety and to not rely on any single financial measure.

For a quantitative reconciliation of our non-GAAP financial measures to the most comparable GAAP measures, see "Reconciliation of Non-GAAP Financial Measures" included with this release.

About Nautilus, Inc.

Headquartered in Vancouver, Washington, Nautilus, Inc. (NYSE: NLS) is a global fitness solutions company that believes everyone deserves a fit and healthy life. With a brand portfolio including Bowflex®, Nautilus®, Octane Fitness®, Schwinn® and Universal®, Nautilus, Inc. develops innovative products to support healthy living through direct and retail channels, as well as in commercial channels with Octane Fitness® products. Nautilus, Inc. uses the investor relations page of its website (www.nautilusinc.com/investors) to make information available to its investors and the market.

This press release includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995, including: projected or forecasted financial and operating results; statements regarding the Company's prospects, resources or capabilities; current or future financial and economic trends; planned investments, restructurings and similar initiatives and the anticipated or targeted results therefrom; future plans for introduction of new products; and anticipated demand for the Company's new and existing products. Factors that could cause Nautilus, Inc.’s actual results to differ materially from these forward-looking statements include: our ability to timely acquire inventory that meets our quality control standards from sole source foreign manufacturers at acceptable costs; an inability to pass along or otherwise mitigate the impact of raw material price increases and other cost pressures; experiencing delays and/or greater than anticipated costs in connection with launch of new products, entry into new markets, or restructuring initiatives; changes in consumer fitness trends; changes in the media consumption habits of our target consumers or the effectiveness of our media advertising; a decline in consumer spending due to unfavorable economic conditions; and softness in the retail marketplace. 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 our actual results 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 developments, events or circumstances.







# # # #

SOURCE: Nautilus, Inc.
Investor Relations Contact:
John Mills, ICR, LLC
Telephone: (646) 277-1254






RESULTS OF OPERATIONS INFORMATION

The following summary contains information from our condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 (unaudited and in thousands, except per share amounts):
 
Three Months Ended March 31,
 
2018
 
2017
 
 
 
 
Net sales
$
114,813

 
$
113,252

Cost of sales
55,942

 
51,507

Gross profit
58,871

 
61,745

 
 
 
 
Operating expenses:
 
 
 
Selling and marketing
36,763

 
37,665

General and administrative
6,910

 
7,486

Research and development
4,501

 
3,911

Total operating expenses
48,174

 
49,062

 
 
 
 
Operating income
10,697

 
12,683

Other expense, net
(34
)
 
(360
)
Income from continuing operations before income taxes
10,663

 
12,323

Income tax expense
2,523

 
4,138

Income from continuing operations
8,140

 
8,185

Loss from discontinued operations(1)
(81
)
 
(1,092
)
Net income
$
8,059

 
$
7,093

 
 
 
 
Basic income per share from continuing operations
$
0.27

 
$
0.27

Basic loss per share from discontinued operations

 
(0.04
)
Basic net income per share
$
0.27

 
$
0.23

 
 
 
 
Diluted income per share from continuing operations
$
0.27

 
$
0.26

Diluted loss per share from discontinued operations

 
(0.04
)
Diluted net income per share(2)
$
0.26

 
$
0.23

 
 
 
 
Shares used in per share calculations:
 
 
 
Basic
30,314

 
30,713

Diluted
30,591

 
31,127

 
 
 
 
Select Metrics:
 
 
 
Gross margin
51.3
%
 
54.5
%
Selling and marketing % of net sales
32.0
%
 
33.3
%
General and administrative % of net sales
6.0
%
 
6.6
%
Research and development % of net sales
3.9
%
 
3.5
%
Operating income % of net sales
9.3
%
 
11.2
%
 
 
 
 
(1) The three months ended March 31, 2017 include a $1.2 million expense related to a lawsuit settlement with Biosig Instruments, Inc.
 
 
 
(2) May not add due to rounding.
 
 
 





SEGMENT INFORMATION

The following table presents certain comparative information by segment for the three months ended March 31, 2018 and 2017 (unaudited and in thousands):
 
Three Months Ended March 31,
 
Change
 
2018
 
2017
 
$
 
%
Net sales:
 
 
 
 
 
 
 
  Direct
$
71,201

 
$
74,703

 
$
(3,502
)
 
(4.7
)%
  Retail
42,993

 
37,805

 
5,188

 
13.7
 %
  Royalty
619

 
744

 
(125
)
 
(16.8
)%
 
$
114,813

 
$
113,252

 
$
1,561

 
1.4
 %
 
 
 
 
 
 
 
 
Operating income (loss):
 
 
 
 
 
 
 
  Direct
$
11,291

 
$
15,333

 
$
(4,042
)
 
(26.4
)%
  Retail
3,921

 
2,212

 
1,709

 
77.3
 %
  Unallocated corporate
(4,515
)
 
(4,862
)
 
347

 
7.1
 %
 
$
10,697

 
$
12,683

 
$
(1,986
)
 
(15.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






BALANCE SHEET INFORMATION

The following summary contains information from our condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 (unaudited and in thousands):
 
As of
 
March 31, 2018
 
December 31, 2017
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
23,747

 
$
27,893

Available-for-sale securities
68,905

 
57,303

Trade receivables, net of allowances of $133 and $119
29,796

 
42,685

Inventories
37,699

 
53,354

Prepaids and other current assets
7,132

 
7,240

Income taxes receivable
30

 
17

Total current assets
167,309

 
188,492

 
 
 
 
Property, plant and equipment, net
16,591

 
15,827

Goodwill
61,963

 
62,030

Other intangible assets, net
56,933

 
57,743

Deferred income tax assets, non-current
287

 

Other assets
704

 
684

Total assets
$
303,787

 
$
324,776

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
Trade payables
$
41,724

 
$
66,899

Accrued liabilities
12,126

 
10,764

Warranty obligations, current portion
3,900

 
3,718

Note payable, current portion
15,993

 
15,993

Total current liabilities
73,743

 
97,374

 
 
 
 
Warranty obligations, non-current
2,158

 
2,399

Income taxes payable, non-current
3,103

 
2,955

Deferred income tax liabilities, non-current
9,687

 
8,558

Other non-current liabilities
2,208

 
2,315

Note payable, non-current
27,988

 
31,986

Shareholders' equity
184,900

 
179,189

Total liabilities and shareholders' equity
$
303,787

 
$
324,776







RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following table presents a reconciliation of EBITDA from continuing operations for the three months ended March 31, 2018 and 2017 (unaudited and in thousands):
 
Three Months Ended March 31,
 
2018
 
2017
 
 
 
 
Income from continuing operations
$
8,140

 
$
8,185

Interest expense, net
21


313

Income tax expense of continuing operations
2,523

 
4,138

Depreciation and amortization
2,439

 
2,244

Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations

$
13,123

 
$
14,880