Nautilus 2015 Annual Report Download

Download and view the complete annual report

Please find the complete 2015 Nautilus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 95

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95

NAUTILUS, INC.
FORM 10-K
(Annual Report)
Filed 02/25/16 for the Period Ending 12/31/15
Address 17750 SE 6TH WAY
VANCOUVER, WA 98683
Telephone 360-859-2900
CIK 0001078207
Symbol NLS
SIC Code
3949 - Sporting and Athletic Goods, Not Elsewhere Classified
Industry Recreational Products
Sector Consumer Cyclical
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    NAUTILUS, INC. FORM 10-K (Annual Report) Filed 02/25/16 for the Period Ending 12/31/15 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 17750 SE 6TH WAY VANCOUVER, WA 98683 360-859-2900 0001078207 NLS 3949 - Sporting and Athletic Goods, Not Elsewhere Classified Recreational ...

  • Page 2
    ... if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x] The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last sales price ($ 21.51...

  • Page 3
    NAUTILUS, INC. 2015 FORM 10-K ANNUAL REPORT PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Market for Registrant's...

  • Page 4
    ... use markets in the United States and internationally. We also derive a portion of our revenue from the licensing of our brands and intellectual property. BUSINESS STRATEGY We are focused on developing and marketing consumer fitness equipment and related products to help people enjoy healthier lives...

  • Page 5
    ... brands and intellectual property. RECENT DEVELOPMENTS On December 31, 2015, we acquired all of the outstanding capital stock of OF Holdings, Inc., sole parent of Octane Fitness, LLC ("Octane" or "Octane Fitness"), for an aggregate base purchase price of $115.0 million, plus adjustments for working...

  • Page 6
    ... in 2015 , 2014 and 2013 , respectively, as we increased our investment in new product development resources and capabilities, including the 2015 openings of our innovation center and retail store at our corporate headquarters. We expect our research and development expenses to increase in 2016 as...

  • Page 7
    ... programs. As the use of Internet websites for product sales by traditional retailers has increased, our competitors have become increasingly similar across our Direct and Retail sales channels. Our principal competitors include: Fitness Quest , ICON Health & Fitness, Johnson Health Tech, Beach...

  • Page 8
    ... treadmills, exercise bikes, and elliptical machines. Patent and design protection for these technologies, which are utilized in products sold in both the Direct and Retail segments, extends as far as 2028. We maintain a portfolio of patents related to our TreadClimber ® specialized cardio machines...

  • Page 9
    ... executive offices are located at 17750 SE 6th Way, Vancouver, Washington 98683, and our telephone number is (360) 859-2900. The Internet address of our corporate website is http://www.nautilusinc.com. We file annual reports, quarterly reports, current reports, proxy statements and other information...

  • Page 10
    ... large customers, if not replaced with new business, could negatively affect our operating results and cash flow. A decline in sales of TreadClimber ® and/or Max Trainer ® products without a corresponding increase in sales of other products would negatively affect our future revenues and operating...

  • Page 11
    ...programs offered by third-party consumer credit financing sources. Reductions in consumer lending and the availability of consumer credit could limit the number of customers with the financial means to purchase our products. Higher interest rates could increase monthly payments for consumer products...

  • Page 12
    ... important licensing, research and development, manufacturing and supply, distribution, marketing, customer and other relationships of acquired businesses; minimizing the diversion of management's attention from ongoing business concerns; the potential loss of key employees of the acquired business...

  • Page 13
    ... compete with our TreadClimber ® line of specialized cardio machines may increase in the future as a result of certain patent expirations. Sales of cardio products, including TreadClimber ® and Max Trainer ® products, represent a substantial portion of our Direct segment revenues. Introduction by...

  • Page 14
    ... with the support of information and communication systems. The success of our Direct business is heavily dependent on our ability to respond to customer sales inquiries and process sales transactions using our call center communication systems, Internet websites and similar data monitoring and...

  • Page 15
    ... 31, 2015 : Company Location Primary Function(s) Owned or Leased Nautilus Octane Nautilus Nautilus Nautilus Octane Octane Washington Minnesota Ohio Oregon China Netherlands United Kingdom Corporate headquarters, customer call center, retail store and R&D facility Design, sales, service and...

  • Page 16
    ... 4, 2015 and a Petition for Review by the U. S. Supreme Court which was also denied. The case will be returned to the District Court for further proceedings. We do not believe that our use of heart rate monitors utilized or purchased from third parties, and otherwise, infringes the BioSig patents...

  • Page 17
    ... See Part III, Item 12 for equity compensation plan information. Issuer Purchases of Equity Securities There were no repurchases of our equity securities during the fourth quarter ended December 31, 2015 . See Note 16 of Notes to Consolidated Financial Statements for information regarding our share...

  • Page 18
    ... a broad-based index of companies with similar market capitalization. The graph assumes $100 was invested, on December 31, 2010, in our common stock and each index presented. The comparisons in the table below are not intended to forecast or be indicative of future performance of our common stock...

  • Page 19
    ... income (loss) per share from discontinued operations Diluted net income per share Shares used in per share calculations: Basic Diluted 31,288 31,589 31,253 31,688 31,072 31,457 As of December 31, Consolidated Balance Sheets Data Cash and investments (2) Working capital (2) Total assets Long-term...

  • Page 20
    ... on television, the Internet and other media, facility costs, operating costs of our information and communications systems, product supply chain management, customer support and new product development activities. In addition, our operating expenses have been affected from time-to-time by asset...

  • Page 21
    ... share, in 2014 . BUSINESS ACQUISITION On December 31, 2015, we acquired all of the outstanding capital stock of OF Holdings, Inc., sole parent of Octane for an aggregate base purchase price of $115.0 million, plus adjustments for working capital and cash on the closing date. The Company funded...

  • Page 22
    ... on our financial position and results of operations. Product Warranty Obligations Our products carry defined warranties for defects in materials or workmanship. Our product warranties generally obligate us to pay for the cost of replacement parts, cost of shipping the parts to our customers and, in...

  • Page 23
    ... judgments are required in determining tax provisions and evaluating tax positions. Such judgments require us to interpret existing tax law and other published guidance as applied to our circumstances. If our financial results or other relevant facts change, thereby impacting the likelihood...

  • Page 24
    .... Results of operations information was as follows (in thousands): Year Ended December 31, 2015 2014 Change % Change Net sales Cost of sales Gross profit Operating expenses: Selling and marketing General and administrative Research and development Total operating expenses Operating income Other...

  • Page 25
    Results of operations information by segment was as follows (in thousands): Year Ended December 31, 2015 2014 Change % Change Net sales: Direct Retail Royalty income $ Cost of sales: Direct Retail Royalty income $ Gross profit: Direct Retail Royalty income $ Gross margin: Direct Retail 63.1% 25.3% ...

  • Page 26
    ...: TreadClimber ® , Max Trainer ® , treadmills, exercise bikes and ellipticals. Strength products include: home gyms, selectorized dumbbells, kettlebell weights and accessories. Net Sales and Cost of Sales Direct The 28.5% increases in year-over-year Direct net sales for both 2015 compared to 2014...

  • Page 27
    ... dumbbells. The 21.4% increase in Retail net sales in 2014 compared to 2013 was driven primarily by increased sales of our cardio products. Net sales of strength products in the Retail business decreased 7.8% in 2014 compared to 2013 , primarily driven by lower sales of home gyms. The 53.3% increase...

  • Page 28
    ... to the Octane acquisition of $0.6 million . The increase in general and administrative in 2014 compared to 2013 was primarily due to increased employee-related costs of $0.9 million , higher spending intellectual property registration and legal fees for patent enforcement of $0.8 million , product...

  • Page 29
    ...and was for financing costs associated with capital equipment lease payments. Other, Net Other, net primarily relates to the effect of exchange rate fluctuations between the U.S. and Canada. In addition, 2015 included losses on asset dispositions of $0.3 million , and 2014 and 2013 included gains of...

  • Page 30
    ... of Octane and the net purchases of $3.0 million of marketable securities. Additionally, $5.7 million was used for capital expenditures during 2015 , primarily for implementation of new software and hardware information system upgrades. We anticipate spending $7.0 million to $8.0 million in 2016 for...

  • Page 31
    ... our use of their products or services; agreements with customers, under which we may indemnify them against claims arising from their use or sale of our products; real estate and equipment leases, under which we may indemnify lessors against third party claims relating to the use of their property...

  • Page 32
    ...our inventory levels, working capital needs and resource utilization. INFLATION We do not believe that inflation had a material effect on our business, financial condition or results of operations in 2015 , 2014 or 2013 . Inflation pressures do exist in countries where our contract manufacturers are...

  • Page 33
    ... Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nautilus, Inc. Vancouver, Washington We have audited the accompanying consolidated balance sheets of Nautilus, Inc. and subsidiaries (the "Company") as of December 31, 2015 and 2014...

  • Page 34
    ... 31, 2015 2014 Assets Cash and cash equivalents Available-for-sale securities Trade receivables, net of allowances of $918 and $108 Inventories Prepaids and other current assets Income taxes receivable Deferred income tax assets Total current assets Property, plant and equipment, net Goodwill...

  • Page 35
    NAUTILUS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2015 2014 2013 Net sales Cost of sales Gross profit Operating expenses: Selling and marketing General and administrative Research and development Total operating expenses Operating ...

  • Page 36
    NAUTILUS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2015 2014 2013 Net income Other comprehensive income (loss): Unrealized gain (loss) on marketable securities, net of income tax expense (benefit) of $1, $(11) and $0 Foreign currency translation ...

  • Page 37
    ... expense Common stock issued under equity compensation plan, net of shares withheld for tax payments Common stock issued under employee stock purchase plan Tax benefit related to stock-based awards Repurchased shares Balances at December 31, 2015 30,924 - - - 238 - 31,162 - - - - 171 - 31...

  • Page 38
    ... other asset sales Acquisition of business, net of cash acquired Purchases of property, plant and equipment and intangible assets Purchases of available-for-sale-securities Proceeds from maturities of available-for-sale securities Proceeds from sales of available-for-sale securities Net cash used in...

  • Page 39
    Supplemental disclosure of non-cash financing activities: Loan fees incurred but not yet paid $ See accompanying Notes to Consolidated Financial Statements. 35 36 $ - $ -

  • Page 40
    ...catalogs and the Internet. Our Retail business offers our products through a network of independent retail companies with stores and websites located in the United States and internationally. We also derive a portion of our revenue from the licensing of our brands and intellectual property. Basis of...

  • Page 41
    ... based on estimated useful lives, which generally range from three -to- seven years. Property, plant and equipment acquired from Octane as of December 31, 2015 have been recorded at provisional fair values. For additional information, see Note 2, Business Acquisition . Goodwill Goodwill consists...

  • Page 42
    ... fair value. No impairment charges were recorded in 2015 , 2014 or 2013 . Revenue Recognition Direct and Retail product sales and shipping revenues are recorded when products are shipped and title passes to customers. In most instances, Retail sales to customers are made pursuant to a sales contract...

  • Page 43
    ... supplying and shipping replacement parts to customers and, in certain instances, pay for labor and other costs to service products. Outstanding product warranty periods range from thirty days to, in limited circumstances, the lifetime of certain product components. We record a liability at the time...

  • Page 44
    ... shares related to stock-based awards, as determined by the treasury stock method. New Accounting Pronouncements ASU 2016-02 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)." ASU 201602 replaces the existing...

  • Page 45
    ... (2) BUSINESS ACQUISITION On December 31, 2015, we acquired all of the outstanding capital stock of OF Holdings, Inc., sole parent of Octane Fitness, LLC ("Octane" or "Octane Fitness") for an aggregate base purchase price of $115.0 million , plus net adjustments for working capital and cash acquired...

  • Page 46
    Total acquisition costs incurred through December 31, 2015 were $0.6 million and were expensed in general and administrative costs. Purchase Price Allocation Acquired assets and liabilities were recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the ...

  • Page 47
    ... intangible assets and their estimated fair values and useful lives as of December 31, 2015 (dollars in thousands): Estimated fair value Trade name - Octane Fitness Trade name - others Patents Customer relationships $ Summary of Unaudited Pro Forma Information The following table reflects the...

  • Page 48
    ...inputs such as quoted prices (unadjusted) in active liquid markets for identical securities as of the reporting date; Level 2 - other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; or observable...

  • Page 49
    ... property, plant and equipment, goodwill, other intangible assets and certain other long-lived assets in connection with impairment evaluations. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. Other than our annual...

  • Page 50
    ...): Estimated Useful Life (in years) Retail 58,357 $ 58,357 $ $ Total 2,940 (200) 2,740 (220) 2,520 (407) 58,357 60,470 $ 2,940 (200) 2,740 (220) 2,520 (407) - $ 2,113 December 31, 2015 2014 Indefinite-lived trademarks Definite-lived trademarks Patents Customer relationships Accumulated...

  • Page 51
    ... $ $ 6,556 6,471 13,027 $ $ 5,058 4,793 9,851 (11) PRODUCT WARRANTIES Changes in our product warranty obligations were as follows (in thousands): 2015 2014 2013 Balance, January 1 Accruals Adjustments Payments Business acquisition (Note 2) Balance, December 31 (12) BORROWINGS $ 2,246 2,302...

  • Page 52
    ...million on our term loan and $0.5 million in letters of credit issued under the Credit Agreement with expiration dates through April 2016 . As of December 31, 2015 , we were in compliance with the financial covenants of the Credit Agreement and approximately $19.5 million was available for borrowing...

  • Page 53
    ... 31, 2015 2014 2013 U.S. statutory income tax rate State tax, net of U.S. federal tax benefit Non-U.S. income taxes Nondeductible operating expenses Research and development credit Change in deferred tax measurement rate Change in uncertain tax positions Expiration of capital loss carryforward...

  • Page 54
    ... 31, 2015 and 2014, that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Instead, equity will be increased by $1.4 million if and when such deferred tax assets are ultimately realized. We use FASB ASC 740 ordering for...

  • Page 55
    ...compensation recognized for financial reporting. The timing and manner in which we are permitted to utilize our net operating loss carryforwards may be limited by Internal Revenue Code Section 382, Limitation on Net Operating Loss Carry-forwards and Certain Built-in-Losses Following Ownership Change...

  • Page 56
    ... pursuant to the 2015 Plan and our previous plan combined. Stock Option Activity Stock option activity was as follows (shares in thousands): WeightedAverage Exercise Price Options Outstanding Outstanding at December 31, 2014 Granted Forfeited, canceled or expired Exercised Outstanding at December...

  • Page 57
    ... goals are achieved. The number of shares vesting can range from 60% of the PSU awards if minimum thresholds are achieved to a maximum of 150% . In December 2015, we granted PSU awards to a certain executive officer and management team personnel covering a total of 117,230 shares of our common stock...

  • Page 58
    ... Certain other information regarding our stock-based compensation was as follows (in thousands, except per share amounts): Year Ended December 31, 2015 2014 2013 Weighted average grant-date per share fair value of stock options granted Total intrinsic value of stock options exercised Fair value of...

  • Page 59
    Assumptions used in calculating the fair value of stock option grants and employee stock purchases were as follows: Year Ended December 31, 2015 ESPP Options 2014 Options 2013 Options Dividend yield Risk-free interest rate Expected life (years) Expected volatility -% 0.1% N/A 43% -% 1.6% 4.28 ...

  • Page 60
    ...December 31, 2015 2014 2013 401(k) matching contributions (19) SEGMENT AND ENTERPRISE-WIDE INFORMATION $ 746 $ 631 $ 544 In accordance with FASB ASC 280, Segment Reporting , Nautilus determined that it has three operating segments as of December 31, 2015 - Direct, Retail and Octane. Based on...

  • Page 61
    ... 5,365 218,803 December 31, Assets: Direct Retail Unallocated corporate Total assets Net sales by geographic area were as follows: $ $ 2015 2014 35,356 202,696 77,860 315,912 $ 25,263 37,203 113,188 $ 175,654 Year Ended December 31, 2015 2014 2013 U.S. Canada All other $ 295,366 33,230...

  • Page 62
    ... twelve months. Purchase obligations can vary from quarter-to-quarter and versus the same period in prior years due to a number of factors, including the amount of products that are shipped directly to Retail customer warehouses versus through Nautilus warehouses. In the ordinary course of business...

  • Page 63
    ...4, 2015 and a Petition for Review by the U. S. Supreme Court which was also denied. The case will be returned to the District Court for further proceedings. We do not believe that our use of heart rate monitors utilized or purchased from third parties, and otherwise, infringes the BioSig patents. In...

  • Page 64
    (21) SUPPLEMENTARY INFORMATION - QUARTERLY RESULTS OF OPERATIONS (unaudited) The following table summarizes our unaudited quarterly financial data for 2015 and 2014 (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 Total 2015 Net sales Gross profit ...

  • Page 65
    ...to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as...

  • Page 66
    ... and 0% of total assets and of revenues, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2015 . Accordingly, our audit did not include the internal control over financial reporting at Octane Fitness . The Company's management is responsible for...

  • Page 67
    ..., 2015. (4) Weighted average exercise price shown in column (b) does not take into account the PSU awards included in column (a) of the table. For further information regarding our equity compensation plan, refer to Note 15, Stock-Based Compensation , to our consolidated financial statements in Part...

  • Page 68
    ... Accounting Firm for 2016 in our 2016 Proxy Statement. If the 2016 Proxy Statement is not filed with the SEC by April 29, 2016, such information will be included in an amendment to this Annual Report on Form 10-K filed by April 29, 2016. PART IV Item 15. Exhibits and Financial Statement Schedules...

  • Page 69
    ... the Commission on March 8, 2010. Private Label Consumer Credit Card Program Agreement, dated June 15, 2010, by and between Nautilus, Inc. and GE Money Bank Incorporated by reference to Exhibit 10.1 of our Form 10-Q for the three months ended June 30, 2010 as filed with the Commission on August 16...

  • Page 70
    .... Nautilus, Inc. Employee Stock Purchase Plan - Incorporated by reference to Exhibit 10.2 of our Form 8-K dated April 28, 2015 as filed with the Commission on May 4, 2015. Subsidiaries of the Company. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer...

  • Page 71
    ...Bruce M. Cazenave Chief Executive Officer (Principal Executive Officer) NAUTILUS, INC. (Registrant) February 25, 2016 Date By: /s/ Sidharth Nayar Sidharth Nayar Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY Each person whose individual signature appears...

  • Page 72
    Signature Title /s/ Bruce M. Cazenave Bruce M. Cazenave Chief Executive Officer (Principal Executive Officer) /s/ Sidharth Nayar Sidharth Nayar Chief Financial Officer (Principal Financial and Accounting Officer) * M. Carl Johnson, III Chairman * Ronald P. Badie Director * Richard A. Horn...

  • Page 73
    ... the obligations of Octane Fitness to Associated Bank arising in connection with the issuance by Associated Bank of a standby letter of credit for the account of Octane Fitness in the amount of $23,420 in favor of Altus Northland, LLC, a Delaware limited liability company; provided that (A) the...

  • Page 74
    ... to be used, directly or indirectly, by Borrower or any of its Subsidiaries or its or their respective directors, officers, employees and agents: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in...

  • Page 75
    ...Equity Interests of OF Holdings, Inc., all computed for the Test Period, to (ii) scheduled principal payments made on long term debt, plus capitalized lease payments made, plus interest expense, plus rent and operating lease payments made, all computed for the Test Period. As used in this subsection...

  • Page 76
    ... Ratio" means its ratio of (a) total liabilities excluding (i) accounts arising from the purchase of goods and services in the ordinary course of business, (ii) accrued expenses or losses, and (iii) deferred revenues or gains, all computed as of the end of the Test Period, to (b) net income, plus...

  • Page 77
    ... or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. 8.3 Integration. This Amendment, the Credit Agreement, the other Related Documents, and that certain covenant calculation letter between the Bank and the Borrower dated as of the...

  • Page 78

  • Page 79

  • Page 80

  • Page 81

  • Page 82

  • Page 83

  • Page 84

  • Page 85

  • Page 86

  • Page 87

  • Page 88

  • Page 89

  • Page 90

  • Page 91
    ... Nautilus (Shanghai) Fitness Co., Ltd., a Chinese corporation Nautilus (Shanghai) Fitness Equipments Co., Ltd., a Chinese corporation OF Holdings, Inc., a Delaware corporation Octane Fitness, LLC, a Minnesota limited liability company US Octane Fitness Limited, a Hong Kong corporation Octane Fitness...

  • Page 92
    ... S-8 of our reports dated February 25, 2016 , relating to the consolidated financial statements of Nautilus, Inc., and the effectiveness of Nautilus, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Nautilus, Inc. for the year ended December 31, 2015...

  • Page 93
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have...

  • Page 94
    ... the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have...

  • Page 95
    ... of Title 18, United States Code), the undersigned officers of Nautilus, Inc., a Washington corporation (the "Company"), do hereby certify that: To our knowledge, the Annual Report on Form 10-K for the year ended December 31, 2015 (the "Form 10-K") of the Company fully complies with the requirements...