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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

Commission file number: 000-25867

THE NAUTILUS GROUP, INC.

(Exact name of registrant as specified in its charter)

1400 NE 136th Avenue

Vancouver, Washington 98684

(Address of principal executive offices, including zip code)

(360) 694-7722

(Issuer’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Number of shares of issuer’s common stock outstanding as of October 31, 2004: 32,873,366

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THE NAUTILUS GROUP, INC.

SEPTEMBER 30, 2004

INDEX TO FORM 10-Q

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

THE NAUTILUS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)

See notes to consolidated financial statements.

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THE NAUTILUS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Share and Per Share Data)

(Unaudited)

See notes to consolidated financial statements.

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THE NAUTILUS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

(Continued)

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THE NAUTILUS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

(Concluded)

See notes to consolidated financial statements.

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THE NAUTILUS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share and Per Share Data)

(Unaudited)

The accompanying unaudited consolidated financial statements of The Nautilus Group, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”) and pursuant to Securities and Exchange Commission rules and regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

The financial information included herein reflects all adjustments (consisting of only normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the results of operations and financial position for the interim periods presented. The results of operations for the three and nine months ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year.

Consolidation – The consolidated financial statements include The Nautilus Group, Inc. and its wholly-owned subsidiaries (collectively the “Company”). All intercompany transactions and balances have been eliminated.

Use of Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to revenue recognition, stock-based compensation, warranty reserves, legal reserves, sales return reserves, allowance for doubtful accounts, inventory valuation, intangible asset valuation, and the income tax provision.

Stock-Based Compensation – The Company continues to measure compensation expense for its stock-based employee compensation plans using the method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees. The Company provides pro forma disclosures of net income and earnings per share as if the method prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, had been applied in measuring compensation expense.

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With one exception, the Company has not recognized compensation expense relating to employee stock options because it has granted options with an exercise price equal to the fair value of the stock on the effective date of grant. In July 2003, certain stock options were granted at an exercise price below current market price on the day of the grant, and thus the Company recognized compensation expense of $85 and $255 for the three and nine months ended September 30, 2004 and $71 for the three and nine months ended September 30, 2003. The unearned portion of this stock option grant resides in Stockholders’ Equity in the Consolidated Balance Sheets and will be recognized evenly over the five-year vesting period as compensation expense. The estimated compensation expense for years 2004-2007 is $340 per year and for 2008 is $184. If the Company had elected to recognize compensation expense for all options granted using a fair value approach, and therefore determined the compensation based on the fair value as determined by the Black-Scholes option pricing model, the pro forma net income and earnings per share would have been as follows:

The pro forma amounts may not be indicative of the effects on reported net income for future periods due to the effect of options vesting over a period of years, the granting of stock compensation awards in future years, and option cancellations associated with employee terminations.

For the three and nine months ended September, 2004, there were 51,139 and 173,918 options exercised, respectively, at prices ranging from $6.07 to $16.17 per share. There were 100,500 and 736,500 new options granted during the three and nine months ended September 30, 2004, respectively, at exercise prices ranging from $13.37 to $22.05 per share. There were 427,125 and 547,155 options canceled at prices ranging from $10.39 to $37.70 per share during the three and nine months ended September 30, 2004, respectively.

For the three and nine months ended September 30, 2003, there were 11,125 and 227,726 options exercised, respectively, at prices ranging from $1.37 to $13.78 per share. There were 1,337,500 and 1,410,500 new options granted during the three and nine months ended September 30, 2003, respectively, at exercise prices ranging from $8.39 to $12.80 per share. There were 61,750 and 116,533 options canceled at prices ranging from $6.98 to $34.05 per share during the three and nine months ended September 30, 2003, respectively.

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Recent Accounting Pronouncements – In December 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation (“FIN”) No. 46R, Consolidation of Variable Interest Entities. FIN No. 46R addresses consolidation by business enterprises of variable interest entities. The Company adopted FIN No. 46R for the quarter ended March 31, 2004. The adoption of FIN No. 46R had no effect on the Company’s financial position, results of operations or cash flows.

In March 2004, the Emerging Issues Task Force (the “EITF”) reached a final consensus on Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. EITF 03-1 requires that when the fair value of an investment security is less than its carrying value, an impairment exists for which the determination must be made as to whether the impairment is other-than-temporary. The EITF 03-1 impairment model applies to all investment securities accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and to investment securities accounted for under the cost method to the extent an impairment indicator exists. Under the guidance, the determination of whether an impairment is other than temporary and therefore would result in a recognized loss depends on market conditions and management’s intent and ability to hold the securities with unrealized losses. In FASB Staff Position (the “FSP”) 03-1-1, issued in September 2004, the effective date for the measurement and recognition guidance contained in paragraphs 10-20 of Issue 03-1 was delayed until the fourth quarter of 2004. The disclosure guidance in paragraphs 21 and 22 of Issue 03-1 remains effective. The Company early adopted EITF 03-1 for the quarter ended June 30, 2004. The adoption of EITF 03-1 had no effect on the Company’s financial position, results of operations or cash flows.

Reclassifications – Certain amounts from 2003 have been reclassified to conform to the 2004 presentation with no effect on previously reported consolidated net income or stockholders’ equity.

Inventories consisted of the following:

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Property, plant and equipment consisted of the following:

The entire balance of goodwill resides in the commercial/retail segment. As of September 30, 2004, there was no change in the balance from December 31, 2003. Refer to Note 7 for reportable segment financial information.

Other assets consisted of the following:

The Company evaluates goodwill and intangible assets with indefinite lives for impairment annually or more frequently if events or changes in circumstance indicate that such assets might be impaired. Intangible assets with finite useful lives are tested for impairment whenever events or changes in circumstance indicate that such assets might be impaired. The remaining useful lives of intangible assets with finite useful lives are evaluated annually to determine whether events or circumstances warrant changes in the estimated useful lives of such assets.

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Amortization of intangible assets for the three and nine months ended September 30, 2004 was $95 and $286, respectively. Amortization of intangible assets for the three and nine months ended September 30, 2003 was $90 and $270, respectively. The estimated amortization expense for the next five full succeeding years is $380 per year. Such estimated amortization may change if businesses or portions thereof are either acquired or disposed, or if changes in events or circumstances warrant the revision of estimated useful lives.

Accrued liabilities consisted of the following:

Warranty costs are estimated based on the Company’s experience and are charged to cost of sales as sales are recognized or as such estimates change. Warranty reserve activity for the nine months ended September 30, 2004 and 2003 is as follows:

Comprehensive income and its components are as follows:

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Accumulated other comprehensive income at September 30, 2004 and December 31, 2003 is due to the foreign currency translation adjustment to the financial statements of the company’s foreign subsidiaries.

The Company’s reportable segments include its direct, commercial/retail, and corporate segments. The direct segment includes all products and related operations involved in marketing to consumers through a variety of direct marketing channels. The Bowflex and TreadClimber lines of fitness equipment and the FitRest line of premium air support sleep systems are the principal products in the Company’s direct segment.

The commercial/retail segment includes all products and related operations that do not involve direct marketing to consumers. Products in this segment include Nautilus, Schwinn, StairMaster, Trimline, and Bowflex commercial and retail fitness equipment and accessories.

The corporate holding company segment includes director costs, legal and accounting fees, salaries of corporate personnel, as well as other costs not specifically attributable to the other two business segments. In addition, treasury is considered a corporate function, so interest income from investments is included in the corporate segment.

The following table presents selected information about the Company’s three reportable segments:

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In addition to segmentation by distribution channel, the Company’s net sales by major product category are summarized below:

Basic earnings per share is computed on the basis of the weighted average number of common shares outstanding. Diluted earnings per share is computed on the basis of the weighted average number of common shares outstanding plus the effect of outstanding stock options calculated using the treasury stock method. Net income for the calculation of both basic and diluted earnings per share is the same as reported net income for all periods.

The calculation of weighted-average outstanding shares is as follows:

Out of 2,680,930 total options outstanding at September 30, 2004, 370,470 and 407,970 options were not included in the calculation of diluted earnings per share for the three and nine months ended September, 2004, respectively, because they would have been antidilutive. Out of 2,666,228 total options outstanding at September 30, 2003, 1,222,419 and 1,151,919 options were not included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2003 because they would have been antidilutive.

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In January 2003, the Board of Directors authorized the expenditure of up to $50,000 to purchase shares of the Company’s common stock in open-market transactions. During the six months ended June 30, 2003, the Company repurchased a total of 100,300 shares of common stock in open market transactions for an aggregate purchase price of $1,422. The authorization expired on June 30, 2003.

Guarantees – From time to time, the Company arranges for commercial leases or other financing sources to enable certain of its commercial customers to purchase the Company’s equipment. While most of these financings are without recourse, in certain cases the Company provides a guarantee or other recourse provisions to the independent finance company of all or a portion of the lease payments in order to facilitate the sale of the commercial equipment. In such situations, the Company ensures that the transaction between the independent leasing company and the commercial customer represents a sales-type lease. The Company monitors the payment status of the lessee under these arrangements and provides a reserve under SFAS No. 5, Accounting for Contingencies, in situations when collection of the lease payments is not probable. At September 30, 2004, the maximum contingent liability under all recourse and guarantee provisions, including recourse and guarantee provisions issued prior to January 1, 2003, was approximately $4,037. As of September 30, 2004, lease terms on outstanding commercial customer financing arrangements were between 3 and 7 years. A reserve for estimated losses under recourse provisions has been recorded in the amount of $142 based on historical loss experience and is included in accrued liabilities at September 30, 2004. In accordance with FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, the Company has also recorded additional liability and corresponding reduction of revenue of $47 and $107 for the three and nine months ended September 30, 2004, respectively, for the estimated fair value of the Company’s guarantees issued during the period. The fair value of the guarantees was determined based on the estimated risk premium a bank or similar institution would require in order to extend financing to a customer in the absence of a third-party guarantee. This liability is being reduced over the life of each respective guarantee. In most cases if the Company is required to fulfill its obligations under the guarantee, it has the right to repossess the equipment from the commercial customer. It is not practical to estimate the approximate amount of proceeds that would be generated from the sale of these assets in such situations.

Product Warranty Matters – Our accrued warranty expense reflects management’s best estimate of probable liability under its product warranties. We determine the warranty accrual based on known product failures (if any), historical experience, and other currently available evidence.

Product Safety Matters – In February 2004, the Company was notified that the U.S. Consumer Product Safety Commission (the “CPSC”) is investigating whether the Company violated the reporting obligations of the Consumer Product Safety Act (the “Act”) in connection with bench and lat tower incidents reported by users of the Bowflex Power Pro with lat tower attachment. Under the Act, the CPSC may assess penalties if it is determined that a product defect was not reported in accordance with the Act. The Company is fully cooperating with this investigation and believes the outcome will not have a material impact on its financial position, results of operations or cash flows.

Legal Matters – The Company is subject to litigation, claims and assessments in the ordinary course of business, including disputes that may arise from intellectual property related matters. Many of our legal matters are covered in whole or in part by insurance. Management believes that any liability resulting from such matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

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In December 2002, the Company filed suit against ICON Health and Fitness, Inc. (“ICON”) in the Federal District Court, Western District of Washington (the “District Court”) alleging infringement by ICON of the Company’s Bowflex patents and trademarks. The Company sought injunctive relief, unquantified treble damages and its fees and costs. In October 2003, the District Court dismissed our patent infringement claims. The Company appealed the District Court’s decision to the United States Court of Appeals for the Federal Circuit (the “Appeals Court”) and in November 2003, the Appeals Court overruled the District Court and reinstated the patent infringement claims. The District Court has scheduled a trial on our patent infringement claims against ICON in April 2005.

In July 2003, the District Court ruled in favor of the Company on a motion for preliminary injunction on the issue of trademark infringement and entered an order barring ICON from using the trademark “CrossBow” on any exercise equipment. In its ruling, the District Court concluded that the Company showed “a probability of success on the merits and irreparable injury” on its trademark infringement claim. In August 2003, the Appeals Court granted ICON a temporary stay regarding the motion for a preliminary injunction, enjoining ICON from using the trademark “CrossBow.” This stay allowed ICON to continue using the trademark “CrossBow” until a decision was issued by the Appeals Court. In June 2004, the Appeals Court issued its decision upholding the issuance of an injunction, and preventing ICON from selling exercise equipment using the trademark “CrossBow” pending trial on the trademark issue. No trial date has been set on the trademark claim.

ICON has been using the term “CrossBar” on certain exercise equipment in response to the litigation regarding its use of “CrossBow.” In July 2004, the Company filed an additional suit against ICON in the District Court alleging that ICON has further infringed on the Bowflex trademark by the use of the “CrossBar” trademark. The Company seeks injunctive relief to prevent the sale of any fitness equipment that bears the trademark “CrossBar” as well as monetary damages.

The Company incurred royalty expense under an agreement with a shareholder of the Company of $0 and $1,597 for the three months ended September 30, 2004 and 2003, respectively. The Company incurred royalty expense under this agreement of $1,843 and $4,838 for the nine months ended September 30, 2004 and 2003, respectively. In addition to the royalty agreement, the shareholder had separately negotiated an agreement dated September 18, 1992, when the Company was privately held, between the shareholder, the Company’s former Chairman and Chief Executive Officer (the “former Chairman”), and a former director of the Company. That separate agreement stipulated that annual royalties above $90 would be paid 60% to the shareholder, 20% to the former Chairman and 20% to the former director. Both of these agreements expired in April 2004.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q, including, without limitation, statements containing the words “could,” “may,” “will,” “should,” “plan,” “believes,” “anticipates,” “estimates,” “predicts,” “expects,” “projections,” “potential,” “continue,” or words of similar import, constitute “forward-looking statements.” Investors are cautioned that all forward-looking statements involve risks and uncertainties, and various factors could cause actual results to differ materially from those in the forward-looking statements. From time to time and in this Form 10-Q, we may make forward-looking statements relating to our financial performance, including the following:

Numerous factors could affect our actual results, including the following:

We describe certain of these and other key risk factors elsewhere in more detail in this Form 10-Q and in our most recent Annual Report on Form 10-K. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except to the extent required by the federal securities laws, we undertake no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

EXECUTIVE OVERVIEW

The Nautilus Group, Inc. is a leading marketer, developer and manufacturer of branded health and fitness products sold under such well-known names as Nautilus, Bowflex, Schwinn, and StairMaster. Our products are distributed through diversified direct, retail and commercial sales channels. We market and sell our Bowflex, TreadClimber, and FitRest products through our direct-marketing channel utilizing an effective combination of television commercials, infomercials, response mailings, the Internet, and inbound/outbound call centers. We market and sell our Nautilus, Schwinn, and StairMaster commercial fitness equipment

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through our sales force and selected dealers to health clubs, government agencies, hotels, corporate fitness centers, colleges, universities and assisted living facilities worldwide. We also market a comprehensive line of consumer fitness equipment sold under the Nautilus, Schwinn, StairMaster, Bowflex, and Trimline brands through a network of specialty and sporting goods dealers, distributors, and retailers worldwide.

Our reportable segments include the direct, commercial/retail, and corporate segments. The direct segment includes all products and related operations involved in marketing to consumers through a variety of direct marketing channels. The Bowflex line of strength equipment and TreadClimber line of cardiovascular equipment are the principal fitness equipment products in our direct segment. In the rest product market, we offer a line of premium air sleep systems, called FitRest, which are also marketed through our direct segment.

The commercial/retail segment includes all products and related operations that do not involve direct marketing to consumers. Products in this segment currently consist of fitness equipment branded under the Nautilus, Schwinn, StairMaster, Trimline, and Bowflex names, and depending on the brand, are sold through commercial and/or retail sales channels. Product categories sold through the commercial/retail segment include strength equipment, treadmills, ellipticals, exercise bikes, stairclimbers, stepmills, and other fitness-related accessories.

The corporate holding company reflects activities that include director costs, legal and accounting fees, salaries of corporate personnel, as well as other costs not specifically attributable to the other two business segments. In addition, treasury is considered a corporate function, so interest income from investments is included in the corporate segment.

Third Quarter 2004 Results

As we look at our financial and operational results for the third quarter of 2004, we are continuing to see the results of our turnaround plan that began during the second half of 2003. Our turnaround is based on continually investing in innovation, diversifying our brands and sales channels and building a strong management team. In the third quarter of 2003, we began our three phase, approximately 18 month, turnaround plan to reposition our brands and improve our sales channels in order to grow revenue and earnings again. Those three phases were gain control, stabilize, and grow again. We completed phase one of the turnaround, the gain control phase, at the end of the first quarter of 2004. At the end of the third quarter, we are transitioning from the stabilization phase to the growth phase of the turnaround plan.

In the second phase of our turnaround, we began to execute upon the diversification, development and repositioning of our brands and to leverage those brands in each one of our sales channels. Our goal is to have healthy brands with differentiated consumer focused products being sold through the appropriate sales channels. We continue to undergo a sales channel and brand shift from primarily the direct channel to a more diversified and balanced penetration in retail, commercial and direct while simultaneously creating a better balance between our cardiovascular and strength training products. Less than a year ago our company was focused mainly on the direct channel, which according to our research, represents only approximately 20% of the market opportunity, since over 80% of fitness equipment is purchased through retail channels. Also, we were focusing mostly on strength equipment instead of both strength and cardiovascular. Today, we are positioning our Company to leverage our leading brands across multiple channels, including more focus on the retail channel, with both cardiovascular and strength products to drive growth in the $5 billion fitness equipment segment.

The final phase of our plan is when we begin to experience meaningful growth after we have repositioned our brands and differentiated our sales channels, which we believe we have done as we enter the fourth quarter of 2004. We are encouraged by our accomplishments thus far this year including our new product introductions, new sales channels, and the new enhancements to our senior management team. However, we continue to have ample opportunity for improvement in our Company.

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During the third quarter of 2004, net sales were $123.2 million compared to $116.0 million in the same period a year ago, a 6% increase. During the third quarter, a number of our brands performed well, including the Bowflex, the TreadClimber, our commercial Stairmaster elliptical line and our Nautilus Nitro Plus commercial strength line.

Our Bowflex home-gym brand has stabilized and began to grow again during the third quarter of 2004 with sales of 52,000 units through our direct and commercial/retail channel compared to 49,000 units during the third quarter of 2003. Within the direct channel sales reached 34,000 units, up from 29,000 units the same quarter last year. This quarter marks the largest direct channel Bowflex home-gym unit sales volume since the first quarter of 2003. We believe this is due to product innovation and decreased presence of competitive products. We believe our innovation strategy along with our strong Bowflex brand will allow us to maintain our leadership position in the home-gym market despite the expiration of the main patent for the Bowflex Power Rod resistance technology in April 2004.

The TreadClimber had $11.0 million in net sales this quarter, up from $6.7 million the same quarter last year. TreadClimber sales have reached $36 million so far this year and should be approximately $50 million by year end. With year over year sales growth of more than 150 percent, TreadClimber is the most successful product introduction in our company’s history. We believe this new form of exercise modality will continue to grow as more and more people have the opportunity to experience a TreadClimber workout. With this long-term view point we have begun development of two new models to be released in 2005. We also adjusted our advertising to more effectively demonstrate the product and reduce the promotional aspect. While this may impact short-term sales, it will better position the brand for long-term growth and drive long-term shareholder value.

We also continued to diversify our revenue from a channel perspective and by product line during the third quarter of 2004. Year to date net sales from the commercial/retail segment increased by 11% compared to the same period of 2003, and made up 50% of total net sales compared to 46% in the same period a year ago. Within the commercial/retail segment non-Bowflex home-gym revenue accounted for 80% of net sales during the third quarter of 2004, as compared to 72% during the third quarter of 2003. In addition, non-Bowflex home-gym revenue accounted for 50% of consolidated net sales in the third quarter of 2004 compared to 48% in the third quarter of 2003, evidence that we are starting to realize our goal of diversifying our revenue by product line. This diversification of revenue by product is directly attributed to better product branding by sales channel and increased investment in innovation over the past 18 months. Approximately 30% of our revenue in 2004 will be from new products.

From a channel perspective, we have begun to expand our strategic relationships with larger sporting good retailers, department stores and wholesale club stores. We believe the retail channel offers our Company a very promising growth opportunity as there is a lack of quality branded strength and cardiovascular equipment in the retail market. We currently have a very small percentage of the overall retail market share and are beginning to expand the number of Stock Keeping Units “SKU’s” we have with existing retails and to develop our channel opportunities with new retailers. As we make our highly recognized and quality branded equipment easier for the customer to purchase in the retail channels.

We believe our business will show increased seasonality as we anticipate sales through the commercial/retail channels will grow as a percentage of total sales.

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Our strongest quarter for the retail segment is generally the fourth quarter, the sell in season for retailers, followed by the first quarter the sell through season for consumers. We believe the principal reason for this trend is heightened consumer demand for fitness equipment associated with New Year’s resolutions after the holiday season. The seasonality effect has been particularly significant with cardiovascular equipment sales, which have been softer during the second and third quarters as compared to the first and fourth quarters, due to warmer weather and the resulting increase in outdoor exercise. Another factor is that retailers tend to delay purchases until the new product lines are introduced, which generally begins in September and October each year. Our consolidated operating income was $11.3 million, or a 9.2% operating income margin, which included a $1.8 million one-time pretax gain on the sale of land, compared to $9.8 million and an 8.4% operating income margin for the third quarter of 2003. We anticipate operating margins will increase during the fourth quarter due to the expected seasonality and the beginning of the growth phase of our turnaround.

CRITICAL ACCOUNTING POLICIES

This discussion and analysis is based upon our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.

Revenue Recognition

We recognize revenue when products are shipped and we have no significant remaining obligations, persuasive evidence of an arrangement exists, the price to the buyer is fixed or determinable, collectibility is reasonably assured or probable, and title and risk of loss have passed. Revenue is recognized net of applicable promotional discounts, rebates, and return allowances. In addition, revenue is recognized upon installation for the Nautilus commercial equipment if we are responsible for installation. Return allowances, which reduce product revenue by our best estimate of expected product returns, are estimated using historical experience. In addition, from time to time, we arrange for leases or other financing sources to enable certain of our commercial customers to purchase our equipment. In the event that a guarantee of the commercial customer’s lease obligation is made, we record a liability and corresponding reduction of revenue for the estimated fair value of the guarantee and then recognize revenue over the life of the lease obligation.

Stock-Based Compensation

We measure compensation expense for our stock-based employee compensation plans using the method prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees. In Note 1 of the Notes to Consolidated Financial Statements, we provide pro forma disclosures of net income and earnings per share as if the method prescribed by Statement of Financial Accounting

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Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, had been applied in measuring compensation expense. A change to recognize compensation expense for all options granted using a fair value approach would have a significant impact on our results of operations.

Warranty Reserves

Accrued warranty expense includes the cost to manufacture (raw materials, labor and overhead) or purchase warranty parts from our suppliers as well as the cost to ship those parts to our customers. The cost of labor to install a warranted part on our manufactured commercial equipment is also included. The warranty reserve is based on our historical experience with each product. A warranty reserve is established for new products based on historical experience with similar products, adjusted for any technological advances in manufacturing or materials used. We track warranty claims by part and reason for claim in order to identify any potential warranty trends. The warranty trends are evaluated periodically with respect to future claims volume and nature of likely claims. Adjustments, if any are so indicated, are made to the warranty reserve to reflect our judgment regarding the likely effect of the warranty trends on future claims. If we were to experience a significant volume of warranty claims for a particular part or for a particular reason, we may need to make design changes to our product. If we believed it was necessary to implement those design changes to our installed base of products, our warranty costs could change materially. A change in warranty experience could have a significant impact on our financial position, results of operations and cash flows.

Legal Reserves

We are involved in various claims, lawsuits and other proceedings from time to time. Such litigation involves uncertainty as to possible losses we may ultimately realize when one or more future events occur or fail to occur. We accrue and charge to income estimated losses from contingencies when it is probable (at the balance sheet date) that an asset has been impaired or liability incurred and the amount of loss can be reasonably estimated. Differences between estimates recorded and actual amounts determined in subsequent periods are treated as changes in accounting estimates (i.e., they are reflected in the financial statements in the period in which they are determined to be losses, with no retroactive restatement). The Company estimates the probability of losses on legal contingencies based on the advice of internal and external counsel, the outcomes from similar litigation, the status of the lawsuits (including settlement initiatives), legislative developments, and other factors. Due to the numerous variables associated with these judgments and assumptions, both the precision and reliability of the resulting estimates of the related loss contingencies are subject to substantial uncertainties. We regularly monitor our estimated exposure to these contingencies and, as additional information becomes known, may change our estimates significantly. A significant change in our estimates, or a result that materially differs from our estimates, could have a significant impact on our financial position, results of operations and cash flows.

Sales Return Reserves

The sales return reserve is maintained based on our historical experience of direct-marketed product return rates during the period in which a customer can return a product for refund of the full purchase price, less shipping and handling in certain instances. The return periods for Bowflex, TreadClimber, Champion Nutrition, and FitRest product lines are six weeks, 30 days, 30 days, and 90 days, respectively. We track product returns in order to identify any potential negative customer satisfaction trends. Our return reserve may be sensitive to a change in our customers’ ability to pay during the trial period due to unforeseen economic circumstances and to different product introductions that might fulfill the customers’ needs at a perceived better value. In our commercial/retail segment we also provide for estimated sales returns from customers as reductions to revenues and accounts receivable. The estimates are based on historical rates of product returns. Actual returns in any future period are inherently uncertain and thus may differ from the estimates. Any major change in the aforementioned factors may increase sales returns, which could have a significant impact on our financial position, results of operations and cash flows.

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Allowance for Doubtful Accounts

The allowance for doubtful accounts is maintained at a level based on our historical experience adjusted for any known uncollectible amounts. We periodically review the creditworthiness of our customers to help gauge collectibility. Our allowance is sensitive to changes in our customers’ ability to pay due to unforeseen changes in the economy, including the bankruptcy of a major customer, our efforts to actively pursue collections, and increases in chargebacks. Any major change in the aforementioned factors may result in increasing the allowance for doubtful accounts, which could have a significant impact on our financial position, results of operations and cash flows.

Inventory Valuation

Our inventory is valued at the lower of cost (standard or average depending on location) or market. Inventory adjustments are applied for any known obsolete or defective products. We periodically review inventory levels of our product lines in conjunction with market trends to assess salability of our products. Our assessment of necessary adjustments to market value of inventory is sensitive to changes in fitness technology and competitor product offerings driven by customer demand. Any major change in the aforementioned factors may result in reductions to market value of inventory below cost, which could have a significant impact on our financial position, results of operations and cash flows.

Intangible Asset Valuation

Currently, intangible assets consist predominantly of the Nautilus, Schwinn, and StairMaster trademarks and goodwill associated with the acquisition of Schwinn Fitness. Management estimates affecting these trademark and goodwill valuations include determination of useful lives and estimates of future cash flows and fair values to perform an impairment analysis on an annual basis or if additional circumstances arise. The useful lives assigned by management to the Nautilus, Schwinn, and StairMaster trademarks are indefinite, 20 years, and indefinite, respectively. Any major change in the useful lives and/or the determination of an impairment associated with the valuation of the aforementioned intangible assets may result in asset value write-downs, which could have a significant impact on our current and future financial position and results of operations.

Income Tax Provision

The Company follows SFAS No. 109, Accounting for Income Taxes, which requires use of the liability method in accounting for income taxes. The Company’s annual provision for income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of management judgment and are based on the best information available at the time. The Company maintains reserves for estimated tax exposures in jurisdictions of operation. These tax jurisdictions include federal, state and various international tax jurisdictions. Exposures are settled primarily through the settlement of audits within these tax jurisdictions, but can also be affected by changes in applicable tax law or other factors, which could cause management to believe a revision of past estimates is appropriate. Management believes that an appropriate liability has been established for estimated exposures; however, actual results may differ materially from these estimates. The liabilities are frequently reviewed for their adequacy and appropriateness. To the extent the audits or other events result in a material adjustment to the accrued estimates, the effect would be recognized in income tax expense (benefit) in the Consolidated Statement of Operations in the period of the event.

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Deferred tax assets and liabilities are recognized based on the difference between the consolidated financial statement carrying value of existing assets and liabilities and their respective tax bases. Inherent in the measurement of these deferred balances are certain judgments and interpretations of existing tax law and other published guidance as applied to our operations. When it is more likely than not that all or some portion of specific deferred tax assets will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that are determined not to be realizable. No valuation allowance has been provided for deferred tax assets, since we anticipate the full amount of these assets should be realized in the future. However, if the facts or financial results were to change and impact the likelihood of realizing the deferred tax assets, judgment would be applied to determine changes to the amount of the valuation allowance required to be in place on the financial statements in any given period.

RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. We believe that period-to-period comparisons of our operating results are not necessarily indicative of future performance. You should consider our prospects in light of the risks, expenses and difficulties frequently encountered by companies that operate in evolving markets. We may not be able to successfully address these risks and difficulties and, consequently, we cannot assure you of any future growth or profitability. We describe certain of these and other key risk factors elsewhere in more detail in this Form 10-Q and in our most recent Annual Report on Form 10-K.

STATEMENT OF OPERATIONS DATA – THREE MONTHS ENDED SEPTEMBER 30

The following tables present certain consolidated financial data as a percentage of net sales and statement of operations data comparing results for the third quarter of 2004 and 2003: