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Achieves Ten Consecutive Quarters of Profitability; Health Fitness Announces Second Quarter 2002 Results

    MINNEAPOLIS, Aug. 12 /PRNewswire-FirstCall/ --
    Health Fitness Corporation (OTC Bulletin Board: HFIT) today announced
financial results for the second quarter and six months ended June 30, 2002.
    Revenues for the quarter ended June 30, 2002 increased $108,100, or 1.6%,
to $6,686,800, compared to $6,578,700 for the same period in 2001.  Operating
income for the second quarter of 2002 remained constant at $345,800, compared
to $346,400 for the same period in 2001.  Earnings before income taxes for the
second quarter of 2002 improved slightly to $242,700, compared to $235,300 for
the same period in 2001.  Net earnings for the second quarter of 2002
increased to $771,200, compared to $222,200 for the same period in 2001, an
increase of $549,000.  The increase in net earnings is primarily attributed to
an increase in the recognition of income tax benefits related to the reduction
of the company's deferred tax valuation allowance.
    For the six months ended June 30, 2002, revenues increased $369,000, or
2.8%, to $13,374,200, compared to $13,005,200 for the same period in 2001.
Operating income for the six months ended June 30, 2002 improved slightly to
$741,800 from $736,100 for the same period in 2001.  Earnings before income
taxes for the six months ended June 30, 2002 decreased to $538,400 from
$722,700 for the same period in 2001.  Excluding the effect of a decrease in
goodwill amortization from 2001 to 2002 ($216,600) and the gain on sale of
subsidiary from 2001 ($228,600), this decrease in earnings before income taxes
is primarily attributed to an increase in sales and marketing expenses and
employee benefits.  Net earnings for the six months ended June 30, 2002
increased to $1,558,500, compared to $679,600 for the same period in 2001, an
increase of $878,900.  The increase in net earnings is primarily attributed to
an increase in the recognition of income tax benefits related to the reduction
of the company's deferred tax valuation allowance.  Based upon the assessment
of future profitability, the company expects to recognize its remaining
deferred tax valuation allowance of $1,250,600 by December 31, 2002.
    Jerry Noyce, Chief Executive Officer, said, "Our primary business
objective heading into 2002 was to position the company for growth.  We've
accomplished this by making a significant investment in sales and marketing to
improve our competitive position.  This investment includes the addition of
telemarketing sales, expanded business development resources and the addition
of a new senior vice president of marketing.  However, our anticipated growth
has been constrained by the economic downturn, which has affected our
customers as well as the companies in our sales pipeline.  The economy has
also slowed our short-term growth prospects.
    "Despite the effects of the uncertain economy," Noyce concluded, "we
achieved our tenth straight quarter of profitability and expect this trend to
continue.  We also continue to strengthen our balance sheet by reducing debt
and recognizing our deferred tax assets.  This puts the company in a good
position to capitalize on strategic business opportunities.  When the economy
recovers, we believe our sales and marketing investment will allow us to
capitalize on new sales opportunities and realize the company's growth
potential."
    Health Fitness Corporation is the leading provider of results-oriented
fitness, wellness, and occupational health services to corporations, hospitals
and communities.  HFC has been serving clients since 1975 and manages
190 sites across the U.S. and Canada.
    This press release contains forward-looking statements within the meaning
of federal securities laws.  These statements include statements regarding
intent, belief, or current expectations of the Company and its management and
specifically include the statement regarding the belief that the investment in
sales and marketing will allow the Company to capitalize on new business
opportunities and realize its growth potential.  These forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties that may cause the Company's actual results to differ
materially from the results discussed in these statements.  Please refer to
Management's Discussion and Analysis contained within the Company's Annual
Report on Form 10-K for the year ended December 31, 2001, as well as the
Company's quarterly report on form 10-Q for the quarter ended June 30, 2002.


                          HEALTH FITNESS CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                             Three Months Ended          Six Months Ended
                                  June 30,                   June 30,
                            2002          2001         2002          2001
    Revenue             $6,686,808    $6,578,716  $13,374,202   $13,005,172
    Cost of Revenue      5,233,271     5,091,116   10,446,374    10,150,586
    Gross Profit         1,453,537     1,487,600    2,927,828     2,854,586
    Operating Expenses
      Salaries             690,096       526,633    1,356,077     1,014,394
      Selling, general,
       and administrative  417,686       614,567      829,934     1,104,068
        Total operating
         expenses        1,107,782     1,141,200    2,186,011     2,118,462
    Operating Income       345,755       346,400      741,817       736,124
    Other Income (Expense)
      Interest expense     (99,504)     (116,906)    (198,126)     (246,767)
      Gain on sale of
       subsidiary              ---           ---          ---       228,613
      Other, net            (3,535)        5,771       (5,282)        4,753

    Earnings Before
     Income Taxes          242,716       235,265      538,409       722,723

    Income Tax Expense     (96,828)      (94,087)    (230,500)     (289,087)
    Income Tax Benefit     625,300        81,000    1,250,600       246,000
    Net Earnings          $771,188      $222,178   $1,558,509      $679,636
    Net Earnings Per Share:
      Basic                  $0.06         $0.02        $0.13         $0.06
      Diluted                 0.06          0.01         0.13          0.05
    Weighted Average
     Common Shares
     Outstanding
      Basic             12,265,250    12,165,250   12,265,250    12,165,250
      Diluted           12,486,488    12,711,750   12,439,384    12,701,142


    The accompanying notes are an integral part of the financial statements.


                          HEALTH FITNESS CORPORATION
                         CONSOLIDATED BALANCE SHEETS

                                                      June 30,    December 31,
                                                        2002           2001

                                    Assets
    Current Assets
      Cash                                            $135,680       $221,008
      Trade and other accounts receivable, less
       allowance for doubtful accounts of
       $84,200 and $84,700                           3,815,645      3,388,856
      Prepaid expenses and other                       225,375        130,090
      Deferred tax asset                               537,500        777,300
        Total current assets                         4,714,200      4,517,254
    Property and Equipment, net                        134,231        174,912
    Other Assets
      Goodwill                                       5,308,761      5,308,761
      Intangible assets, less accumulated
       amortization of $734,900 and $619,100            70,939        186,737
      Deferred tax asset                             1,249,100            ---
      Other                                             20,658         11,410
                                                   $11,497,889    $10,199,074

                     Liabilities and Stockholders' Equity
    Current Liabilities
      Note payable                                    $995,827     $1,442,304
      Trade accounts payable                           118,005        141,736
      Accrued salaries, wages, and payroll taxes     1,087,369        915,379
      Other accrued liabilities                        481,225        392,794
      Deferred revenue                               1,194,039      1,243,946
        Total current liabilities                    3,876,465      4,136,159

    Commitments and Contingencies                          ---            ---

    Stockholders' Equity
      Preferred stock, $0.01 par value;
       5,000,000 shares authorized; none issued
       or outstanding                                      ---            ---
      Common stock, $0.01 par value; 25,000,000 shares
       authorized; 12,265,250 shares issued and
       outstanding                                     122,653        122,653
      Additional paid-in capital                    16,982,522     16,982,522
      Accumulated deficit                           (9,483,751)   (11,042,260)
                                                     7,621,424      6,062,915
                                                  $ 11,497,889    $10,199,074


    The accompanying notes are an integral part of the financial statements.



SOURCE Health Fitness Corporation




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