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Achieves Eleven Consecutive Quarters of Profitability; Health Fitness Announces Third Quarter 2002 Results

    MINNEAPOLIS, Nov. 12 /PRNewswire-FirstCall/ --
    Health Fitness Corporation (OTC Bulletin Board: HFIT.OB) today announced
financial results for the third quarter and nine months ended September 30,
2002.

    Revenues
    Revenues for the quarter ended September 30, 2002 increased $578,300, or
9.1%, to $6,934,800, compared with $6,356,500 for the same period in 2001.
For the nine months ended September 30, 2002, revenues increased $947,300, or
4.9%, to $20,309,000, compared with $19,361,700 for the same period in 2001.
Revenue growth has resulted from new contracts, as well as the expansion of
existing contracts.

    Earnings
    Although revenues increased for both the third quarter and for the nine
months year-to-date, the Company reported that operating income for the third
quarter of 2002 decreased $68,600 to $254,400, compared with $323,000 for the
same period in 2001, and that operating income for the nine months ended
September 30, 2002 decreased $62,900 to $996,200, compared with $1,059,100 for
the same period in 2001.  The primary reasons for this decrease were higher
direct costs to manage certain contracts and higher employee salaries and
benefits.  As a result, earnings before income taxes for the third quarter and
year-to-date also decreased, in the case of the third quarter by $47,200, to
$150,800, compared with $198,000 for the same period in 2001, and in the case
of the nine months ended September 30, 2002, by $231,500 to $689,200, compared
with $920,800 for the same period in 2001.  However, net earnings for the
third quarter of 2002 increased $594,600 to $777,500, compared with $182,900
for the same period in 2001, and increased by $1,473,500 for the nine months
ended September 30, 2002, to $2,336,000, compared with $862,500 for the same
period in 2001.  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 $625,000 by December 31, 2002.
    Jerry Noyce, Chief Executive Officer, said, "Despite a challenging
business to business economy, the revenue growth we have been working hard to
achieve is beginning to materialize.  When you consider that year-over-year
revenue growth for our company has been flat the last two years, achieving a
9% quarterly revenue increase over 2001, and 5% growth year-to-date, is
confirmation that we are making good progress.
    "From a cost perspective," Noyce concluded, "we have seen our cost of
sales increase at a higher rate than our increase in revenue.  This is
primarily due to increased salaries and benefits and also to a new corporate
contract where we agreed to assume complete cost responsibility for 24 fitness
centers.  Assuming complete cost responsibility for a corporate fitness
program is a new business model for this company.  However, we see this type
of corporate model being a profit opportunity for us on a long-term basis.  In
the face of current economic conditions, we are pleased with the revenue and
profitability results we have achieved."
    Health Fitness Corporation (HFC) 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.  For more information, visit the
company's website at http://www.hfit.com .
    This press release contains forward-looking statements within the meaning
of federal securities laws.  These statements include statements regarding
expectations as to financial results for the balance of 2002, statements
regarding the profit opportunity created by the company's new model for
managing corporate fitness centers, and other statements regarding intent,
belief, or current expectations of the Company and its management.  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 September 30, 2002.


                          HEALTH FITNESS CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

                             Three Months Ended          Nine Months Ended
                                September 30,              September 30,
                             2002          2001         2002          2001
    Revenue               $6,934,758    $6,356,489  $20,308,959   $19,361,661
    Cost of Revenue        5,514,309     4,837,067   15,960,684    14,987,667
    Gross Profit           1,420,449     1,519,422    4,348,275     4,373,994
    Operating Expenses
      Salaries               702,243       595,037    2,058,319     1,609,431
      Selling, general,
       and administrative    463,824       601,416    1,293,757     1,705,471
        Total operating
         expenses          1,166,067     1,196,453    3,352,076     3,314,902
    Operating Income         254,382       322,969      996,199     1,059,092
    Other Income (Expense)
      Interest expense      (100,586)     (108,188)    (298,710)     (354,955)
      Gain on sale of
       subsidiary                ---           ---          ---       228,613
      Other, net              (2,967)      (16,736)      (8,254)      (11,988)

    Earnings Before
     Income Taxes            150,829       198,045      689,235       920,762
    Income Tax Expense       (28,664)      (79,169)    (259,161)     (368,256)
    Income Tax Benefit       655,300        64,000    1,905,900       310,000
    Net Earnings            $777,465      $182,876   $2,335,974      $862,506

    Net Earnings Per Share
      Basic                    $0.06         $0.01        $0.19         $0.07
      Diluted                   0.06          0.01         0.19          0.07

    Weighted Average Common
     Shares Outstanding
      Basic               12,289,558    12,264,163   12,173,442    12,198,583
      Diluted             12,413,530    12,503,377   12,332,195    12,400,063

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


                          HEALTH FITNESS CORPORATION
                         CONSOLIDATED BALANCE SHEETS

                                                   September 30,  December 31,
                                                        2002          2001

                       Assets
    Current Assets
      Cash                                            $132,539       $221,008
      Trade and other accounts receivable,
       less allowance for doubtful accounts
       of $84,200 and $84,700                        4,019,148      3,388,856
      Prepaid expenses and other                       150,016        130,090
      Deferred tax asset                               537,500        777,300
        Total current assets                         4,839,203      4,517,254

    Property and Equipment, net                        111,971        174,912

    Other Assets
      Goodwill                                       5,308,761      5,308,761
      Intangible assets, less accumulated
       amortization of $768,600 and $619,100            87,248        186,737
      Deferred tax asset                             1,894,100            ---
      Other                                              1,044         11,410
                                                   $12,242,327    $10,199,074

          Liabilities and Stockholders' Equity
    Current Liabilities
      Note payable                                    $436,185     $1,442,304
      Trade accounts payable                           176,423        141,736
      Accrued salaries, wages, and payroll taxes     1,382,428        915,379
      Other accrued liabilities                        545,287        392,794
      Deferred revenue                               1,287,946      1,243,946
        Total current liabilities                    3,828,269      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; 12,297,661 and
       12,265,250 shares issued and outstanding        122,977        122,653
      Additional paid-in capital                    16,997,367     16,982,522
      Accumulated deficit                           (8,706,286)   (11,042,260)
                                                     8,414,058      6,062,915
                                                   $12,242,327    $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