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Health Fitness Announces Second Quarter 2006 Financial Results

    MINNEAPOLIS, Aug. 8 /PRNewswire-FirstCall/ -- Health Fitness
Corporation (OTC Bulletin Board: HFIT) today announced financial results
for the second quarter and six months ended June 30, 2006.
    For the second quarter 2006, revenue grew 13.9% to $15,575,130, from
$13,678,615 for the same period last year. Gross profit during the quarter
increased 20.6% to $4,160,014, from $3,450,616 for the same period last
year. Operating income fell 22.1% to $686,773, from $881,669 for the same
period last year. Net earnings applicable to common shareholders increased
46.0% to $727,474, from $498,183 for the same period last year. Net
earnings per diluted share fell to $0.02, from $0.03 for the same period
last year.
    For the six months ended June 30, 2006, revenue grew 11.0% to
$30,142,391, from $27,143,716 for the same period last year. Gross profit
increased 12.7% to $7,764,494, from $6,892,418 for the same period last
year. Operating income fell 46.0% to $1,067,716, from $1,979,099 for the
same period last year. Net earnings applicable to common shareholders
increased 14.6% to $1,290,737, from $1,126,117 for the same period last
year. Net earnings per diluted share fell to $0.03, from $0.07 for the same
period last year.
    "Our second quarter progress reflects the success of our continued
focus on executing the Company's business plan," said Jerry Noyce, Health
Fitness Corporation CEO and President. "The new business we've won,
combined with new revenue from our December 2005 acquisition of HealthCalc,
is contributing toward our important goal of consistent, double-digit
revenue growth. Our second quarter revenue grew 13.9%, up from 8.2% for our
first quarter of 2006. Of the 11.0% growth we achieved for our first six
months, 7.4% was a result of organic growth and 3.6% a result of revenues
from the integration of HealthCalc, which has solidified our health
management business model and improved our competitive position. Our gross
margins, as a percent of revenue, have increased over last year due to the
addition of new, more profitable health management business. Finally, our
balance sheet continues to strengthen, with cash of $1.3 million, no
long-term debt, working capital of $5.6 million and stockholders' equity of
$21.9 million. As a result of our strong balance sheet, we are able to
continue the investments necessary to complete the implementation of our
strategies."
    Financial Highlights for Three and Six Months Ended June 30, 2006
    -- For the second quarter, our Health Management revenue grew 41.0% to
       $4,958,073, from $3,515,714 for the same period last year.  Fitness
       Management revenue grew 4.5% to $10,617,057, from $10,162,901 for the
       same period last year.  For the first six months of 2006, Health
       Management revenue grew 32.1% to $9,224,507, from $6,981,967 for the
       same period last year.  Fitness Management revenue grew 3.8% to
       $20,917,884, from $20,161,749 for the same period last year.

       For the second quarter of 2006, the $1,896,515 revenue growth over 2005
       is attributed to revenue growth of $385,612 from HealthCalc, in
       addition to revenue growth of $1,510,903 from new contracts and
       incremental business from existing contracts as discussed below.  For
       the first six months of 2006, the $2,998,675 revenue growth over 2005
       is attributed to revenue growth of $976,476 from HealthCalc, in
       addition to revenue growth of $2,022,199 from new contracts and
       incremental business from existing contracts as discussed below.

    -- During the first six months of 2006, we have won a number of new
       contracts, as well as expanded our services at existing contracts,
       within our Health Management and Fitness Management business areas.  In
       Health Management, we have won twenty-six new contracts, and expanded
       five existing contracts, which may realize annualized incremental
       revenue of approximately $6.4 million.  In Fitness Management, we have
       won seven new contracts, and expanded one existing contract, which may
       realize annualized incremental revenue of $2.7 million.  The value of
       our new and expanded contracts is a forward looking statement, is based
       upon an estimate of the anticipated annualized incremental revenue, and
       should be used only as an indication of the sales activity we have
       recently experienced in our two business areas.  These estimates should
       not be considered an indication of the total incremental revenue growth
       we expect to generate in 2006, or in any year, as actual growth may
       differ from these estimates due to actual staffing levels,
       participation rates and contract duration, in addition to other revenue
       we may lose due to contract termination.

    -- As a result of our new and expanded business opportunities, our total
       revenue of $15,575,130 for the second quarter represents a 6.9%
       increase over our total revenue of $14,567,261 for our first quarter
       ended March 31, 2006.

    -- For the second quarter, gross profit as a percent of revenue increased
       to 26.7%, from 25.2% for the same period last year.   For the first six
       months, gross profit as a percent of revenue increased to 25.8%, from
       25.4% for the same period last year.  These increases are due primarily
       to the increase in health management revenue discussed above.

    -- For the second quarter, operating expenses increased $904,294 to
       $3,473,241, from $2,568,947 for the same period last year.  Of this
       increase, $455,282 is attributed to salaries, operating expenses and
       asset depreciation related to our acquisition of HealthCalc, $162,945
       is attributed to stock option compensation expense from the adoption of
       SFAS 123R, with the remaining $286,067 attributable to additional staff
       we hired during 2005 to execute our health management business plan.

       For the first six months, operating expenses increased $1,783,459 to
       $6,696,778, from $4,913,319 for the same period last year.  Of this
       increase, $882,598 is attributed to salaries, operating expenses and
       asset depreciation related to our acquisition of HealthCalc, $238,404
       is attributed to stock option compensation expense, with the remaining
       $662,457 attributable to additional staff we hired during 2005 to
       execute our health management business plan.  We will continue to incur
       these expenses on a quarterly basis.

    -- Operating margin was 4.4% for second quarter, down from 6.4% for the
       same period last year. Operating margin was 3.5% for the first six
       months, down from 7.3% for the same period last year. Excluding stock
       option compensation expense, operating margin was 5.5% and 4.3% for
       three and six months ended June 30, 2006.

    -- For the second quarter and six months ended June 30, 2006, we recorded
       $406,694 and $841,215 of non-cash income related to a change in fair
       value for 1,530,000 warrants we issued in connection with the sale of
       $10.2 million of our Series B Convertible Preferred Stock in November
       2005.  At the time of this financing, the warrants were deemed a
       derivative liability, which required us to revalue these warrants on a
       quarterly basis, with the resulting change in value to be reflected as
       non-cash income or expense in our statement of operations.  On June 15,
       2006, we reached an agreement with the investors of this financing to
       amend the terms of the investment documents, which resulted in the
       warrants to be reflected as equity.

    About The Company
    Health Fitness Corporation is a leading provider of fitness and health
management services to corporations, hospitals, and communities. Serving
clients for over 30 years, HFC provides fitness and health management
services to more than 400 on-site and remote locations across the U.S. and
Canada. For more information about Health Fitness Corporation, go to
http://www.hfit.com .
    Forward-Looking Statements
    Certain statements in this release, including, without limitation,
those relating to management's belief that the integration of HealthCalc
has solidified the Company's health management business model, and improved
its competitive position, in addition to management's estimate of
incremental annualized revenue from new sales activity, are forward-looking
statements. Any statements that are not based upon historical facts,
including the outcome of events that have not yet occurred and our
expectations for future performance, are forward-looking statements. The
words "believe," "estimate," "expect," "intend," "may," "could," "will,"
"plan," "anticipate," and similar words and expressions are intended to
identify forward-looking statements. Such statements are based upon the
current beliefs and expectations of our management. Actual results may vary
materially from those contained in forward-looking statements based on a
number of factors including, without limitation, our inability to deliver
the health management services demanded by major corporations, our
inability to successfully cross-sell health management services to our
fitness management clients, and other factors disclosed from time to time
in our filings with the U.S. Securities and Exchange Commission including
our Form 10-K for 2005 as filed with the SEC. You should take such factors
into account when making investment decisions and are cautioned not to
place undue reliance on these forward-looking statements, which speak only
as of the date on which they are made. We undertake no obligation to update
any forward-looking statements.
    Financial tables follow  ...



                          HEALTH FITNESS CORPORATION
                     CONSOLIDATED STATEMENTS OF EARNINGS
                                 (Unaudited)

                           Three Months Ended         Six Months Ended
                                June 30,                  June 30,
                            2006        2005         2006         2005
    REVENUE            $15,575,130  $13,678,615  $30,142,391  $27,143,716
    COSTS OF REVENUE    11,415,116   10,227,999   22,377,897   20,251,298
    GROSS PROFIT         4,160,014    3,450,616    7,764,494    6,892,418
    OPERATING EXPENSES
      Salaries           1,805,533    1,406,562    3,484,367    2,794,485
      Other selling,
       general and
       administrative    1,560,098      942,631    2,996,339    1,679,497
      Amortization of
       acquired intangible
       assets              107,610      219,754      216,072      439,337
         Total operating
          expenses       3,473,241    2,568,947    6,696,778    4,913,319
    OPERATING INCOME       686,773      881,669    1,067,716    1,979,099
    OTHER INCOME (EXPENSE)
      Interest expense      (2,470)     (16,326)      (4,150)     (28,249)
      Change in fair value
       of warrants         406,694            -      841,215            -
      Other, net            14,071         (340)      10,061       (1,990)
    EARNINGS BEFORE
     INCOME TAXES        1,105,068      865,003    1,914,842    1,948,860
    INCOME TAX EXPENSE     377,594      345,220      527,695      779,543
    NET EARNINGS           727,474      519,783    1,387,147    1,169,317
      Dividend to
       preferred
      shareholders               -       21,600       96,410       43,200
    NET EARNINGS
     APPLICABLE
     TO COMMON
     SHAREHOLDERS         $727,474     $498,183   $1,290,737   $1,126,117
    NET EARNINGS
     PER SHARE:
       Basic                 $0.04        $0.04        $0.08        $0.09
       Diluted                0.02         0.03         0.03         0.07
    WEIGHTED AVERAGE
     COMMON SHARES:
       Basic            18,931,169   12,652,370   17,005,769   12,636,465
       Diluted          20,310,830   16,618,997   20,305,674   16,617,853



                          HEALTH FITNESS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                                   June 30,     December 31,
                                                     2006           2005
    ASSETS
    CURRENT ASSETS
      Cash                                        $1,295,045     $1,471,505
      Trade and other accounts receivable,
       less allowances of $183,300
       and $200,700                                9,270,835      8,839,046
      Prepaid expenses and other                     644,506        509,273
      Deferred tax assets                            347,701        337,800
        Total current assets                      11,558,087     11,157,624
    PROPERTY AND EQUIPMENT, net                      413,122        347,820
    OTHER ASSETS
      Goodwill                                    13,005,498     12,919,689
      Software, less accumulated amortization
       of $176,200 and $0                          1,749,531      1,762,000
      Customer contracts, less accumulated
       amortization of $1,746,500
       and $1,626,100                                 68,472        188,889
      Trademark, less accumulated amortization
       of $196,700 and $147,000                      296,432        346,057
      Other intangible assets, less accumulated
       amortization of $129,700 and $88,000          399,414        441,086
      Deferred tax assets                            366,300        374,500
      Other                                           35,434         47,105
                                                 $27,892,290    $27,584,770
    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
      Trade accounts payable                        $565,423       $687,125
      Accrued salaries, wages, and payroll taxes   2,922,422      2,693,927
      Other accrued liabilities                      370,396        763,115
      Accrued self funded insurance                  344,297        250,000
      Deferred revenue                             1,752,863      1,868,446
        Total current liabilities                  5,955,401      6,262,613
    LONG-TERM OBLIGATIONS                                  -              -
    COMMITMENTS AND CONTINGENCIES                          -              -
    WARRANT OBLIGATION                                     -      2,210,889
    PREFERRED STOCK, $0.01 par value,
     10,000,000 shares authorized, 0 and
     1,000 issued and outstanding                          -      8,623,546
    STOCKHOLDERS' EQUITY
      Common stock, $0.01 par value;
       50,000,000 shares authorized;
       18,931,718 and 13,787,349 shares
       issued and outstanding                        189,317        137,874
      Additional paid-in capital                  25,733,284     15,625,425
      Accumulated comprehensive income                   372          1,245
      Accumulated deficit                         (3,986,084)    (5,276,822)
                                                  21,936,889     10,487,722
                                                 $27,892,290    $27,584,770


SOURCE Health Fitness Corporation




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    CONTACT:
    Wes Winnekins, CFO of Health Fitness
    Corporation, +1-952-897-5275, wwinnekins@hfit.com , or Dennis B.
    McGrath of McGrath Buckley Communications Counseling,
    +1-651-646-4115, dennis@mcgrath-buckley.com