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Health Fitness Announces Improved Second Quarter 2000 Results, Resignation of Company Founder, New Financing, and Continued Exploration of Strategic Options

    MINNEAPOLIS, Aug. 10 /PRNewswire/ --
    Health Fitness Corporation (OTC Bulletin Board: HFIT) today reported it
has significantly improved its operating results, made changes in company
management, obtained a new $5.0 million bank loan, and terminated its letter
of intent with a potential merger partner.
    For the three months ended June 30, 2000, Health Fitness reported net
income of $202,787, or $0.02 per diluted share outstanding compared to a net
loss of $586,869, or $(0.05) per diluted share outstanding, for the same
period in 1999.  Revenues for the three-month period decreased 1.0 percent to
$6,284,961 compared to $6,350,508 reported in 1999.  Operating income for the
second quarter of 2000 increased to $394,813 compared to an operating loss of
$347,330 during the same period in 1999.
    For the six-month period ending June 30, 2000 the company reported net
income of $630,348, or $0.05 per diluted share outstanding, compared to a net
loss of $1,738,810, or $(0.14) per diluted share outstanding, for the first
six months of 1999.  Revenues for the first six months of 2000 decreased
2.1 percent to $13,024,142 compared to $13,298,166 in the first six months of
1999.  Operating income increased to $961,593 in the first six months of 2000
compared to $135,839 in the same period a year ago.
    Revenues increased during the three-month and six-month period in the
company's core business of fitness center management contracts, but were
offset by decreases in the company's occupational health and physical therapy
network businesses due to the divestiture of those businesses in 1999.
Operating income increased in both the three-month and six-month periods
primarily due to decreased operating expenses and lower bad debt write-offs.
    James A. Bernards, chairman, said, "Health Fitness has significantly and
consistently improved its financial performance and balance sheet through the
combined efforts of Manchester Companies, Inc. and the Health Fitness team.
We have executed our turnaround strategy to focus on our core business, divest
unrelated assets, and strengthen the financial position of the company.  The
results of the second quarter are a reflection of our efforts, and we believe
the trend will continue."
    The Company announced that its founder, Loren S. Brink, has resigned his
position as President of Sales and a Director of the Board to pursue other
interests.  The company's management team will handle his duties until a
replacement is hired.  Bernards said, "On behalf of the board of directors,
management, and employees of Health Fitness, I want to thank Loren for his
entrepreneurial vision and for building Health Fitness into the market force
that it is today.  We wish him the best as he embarks on his new endeavors."
    Health Fitness Corporation also announced that it recently increased its
borrowing capacity and significantly lowered its interest expenses by entering
into a new $5.0 million working capital facility with Coast Business Credit.
Initial proceeds of the loan were used to pay its former lender and
subordinated debt holders.
    Health Fitness previously announced that it had entered into a letter of
intent to merge with HealthTrax International.  This letter of intent has been
terminated, which allows Health Fitness to engage in discussions with other
interested parties and to consider other strategic options.  Dialogue between
Health Fitness and HealthTrax International may continue as a part of Health
Fitness' plan to review all of its strategic options.
    Health Fitness Corporation of Minneapolis, Minn. manages corporate fitness
centers and hospital-based fitness centers throughout the United States and
provides a wide range of additional health and wellness services to
corporations.
    This press release contains forward-looking statements regarding
management's belief that a turnaround trend will continue into the future,
that the company's core business has been strengthened for future growth, and
that the Company will continue to review strategic options.  These statements
should be read in conjunction with the various factors affecting the company's
operations and financial condition discussed in the Management's Discussion
and Analysis of Financial Condition and Results of Operations portion of the
company's Annual Report on Form 10-K for the year ended December 31, 1999.
There is no assurance that the company will be able to implement any of the
noted strategic options under consideration.


                          HEALTH FITNESS CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                           Three Months Ending        Six Months Ending
                          6/30/00       6/30/99     6/30/00       6/30/99

    Revenue             $6,284,961    $6,350,508  $13,024,142   $13,298,166
    Costs of revenue     4,749,313     5,013,382    9,693,651    10,195,477
    Gross profit         1,535,648     1,337,126    3,330,491     3,102,689

    Operating expenses   1,140,835     1,684,456    2,368,898     2,966,850
    Operating income
     (loss)                394,813      (347,330)     961,593       135,839

    Interest expense      (200,990)     (236,380)    (365,842)     (477,624)
    Other income (expense)   8,875        (3,159)      29,734        28,806
    Income from continuing
     operations before
     income taxes          202,698      (586,869)     625,485      (312,979)
    Income taxes               (89)           --       (4,863)          831
    Income (loss) from
     continuing operations 202,787      (586,869)     630,348      (313,810)

    Loss from discontinued
     operations                 --            --           --    (1,425,000)

    Net income (loss)     $202,787     $(586,869)    $630,348   $(1,738,810)

    Basic net income
     (loss) per share        $0.02        $(0.05)       $0.05        $(0.15)
    Diluted net income
     (loss) per share        $0.02        $(0.05)       $0.05        $(0.14)

    Basic weighted average
     common shares
     Outstanding        12,139,906    11,949,383   12,130,831    11,917,078
    Diluted weighted
     average common
     shares Outstanding 12,541,911    11,949,383   12,532,836    12,583,744


                          HEALTH FITNESS CORPORATION
                         CONSOLIDATED BALANCE SHEETS

                                                      6/30/00        12/31/99
                                                    (Unaudited)
    ASSETS
    CURRENT ASSETS
      Cash                                             $94,228       $139,852
      Net trade accounts receivable                  3,010,427      3,406,552
      Trade and other notes receivable                  48,252        308,841
      Prepaid expenses and other                       173,519         10,939
        Total current assets                         3,326,426      3,866,184

    PROPERTY AND EQUIPMENT, net                        426,738        554,885

    OTHER ASSETS
      Net intangible assets                          6,239,650      6,481,712
      Trade and other notes receivable                  25,128        340,731
      Other                                              6,765         80,043
                                                   $10,024,707    $11,323,555

    LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES
      Note payable                                  $2,636,738     $2,862,128
      Current maturities of long-term obligations      117,858        341,133
      Subordinated notes payable                       115,000        115,000
      Trade accounts payable                           129,800        672,322
      Accrued salaries, wages, and payroll taxes       928,427        924,135
      Accrued earn-out                                  31,662        186,425
      Other accrued liabilities                        809,624        407,997
      Deferred revenue                                 804,831      1,381,752
      Net liabilities of discontinued operations       527,795        810,987
        Total current liabilities                    6,101,735      7,701,879

    LONG-TERM OBLIGATIONS, less current maturities      69,368        423,548

    STOCKHOLDERS' EQUITY
      Preferred stock, $.01 par value;
       5,000,000 shares authorized, none
       issued or outstanding                                --             --
      Common stock, $.01 par value; 25,000,000 shares
       authorized; 12,147,690 and 12,112,015 shares
       issued and outstanding, respectively            121,477        121,120
      Additional paid-in capital                    16,880,208     16,855,438
      Accumulated deficit                          (13,148,081)   (13,778,430)
                                                     3,853,604      3,198,128
                                                   $10,024,707    $11,323,555


SOURCE Health Fitness Corporation




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    CONTACT:
    Tana DeBoer of Manchester Companies,
    612-338-4722, for Health Fitness Corporation