MINNEAPOLIS, Nov. 15 /PRNewswire-FirstCall/ -- Health Fitness
Corporation today announced that its Audit Committee has determined, after
consultation with Management and the Company's external auditors, that a
deemed dividend of $1,576,454 to preferred shareholders should have been
reflected in the Company's financial statements by recording a reduction to
net earnings applicable to common shareholders in the consolidated
statement of operations for the quarter ended March 31, 2006, with a
corresponding increase being recorded to additional paid in capital in the
consolidated balance sheet as of March 31, 2006. This deemed dividend is a
one-time non-cash adjustment arising from the automatic conversion of the
Company's Series B Preferred stock to common stock on March 10, 2006. This
restatement will result in no change to total net earnings or to total
stockholders' equity and will not affect the Company's statements of
operations for the three and nine months ended September 30, 2007 as
previously reported.
Accordingly, the Company's financial statements contained in Form 10-K
for the year ended December 31, 2006, and in all filings, reports and press
releases relating thereto, and in the Company's earnings release on
November 5, 2007, and in all filings and reports relating thereto, should
no longer be relied upon and will be restated to properly reflect the
foregoing deemed dividend.
The Company also announced that it is delaying the filing of its Form
10-Q for the 3rd Quarter of 2007 in order to complete this restatement
process. The determination to restate these financial statements results
from comments the Company received in a letter from the Securities and
Exchange Commission (the "SEC") following the SEC's routine review of the
Company's Form 10-K for the year ended December 31, 2006. The Company is in
the process of resolving other comments that were addressed in the SEC's
letter.
The Audit Committee has determined that, despite this restatement, the
Company's internal controls over accounting and financial reporting are
effective and that the restatement does not relate to any misconduct on the
part of management.
About the Company
Health Fitness Corporation is a leading provider of integrated employee
health solutions to Fortune 500 companies, the health care industry and
individual consumers. Serving clients for more than 30 years, Health
Fitness Corporation partners with employers to effectively manage their
health care and productivity costs by improving individual health and
well-being. Health Fitness Corporation serves more than 300 clients
globally via on-site management and remotely via Web and telephonic
services. Health Fitness Corporation provides a complete portfolio of
health and fitness management solutions including a proprietary health risk
assessment platform, screenings, EMPOWERED(TM) Health Coaching and delivery
of health improvement programs. Health Fitness Corporation employs more
than 3,000 health and fitness professionals in national and international
locations who are committed to the company's mission of "improving the
health and well-being of the people we serve." For more information on
Health Fitness Corporation, visit http://www.hfit.com.
SOURCE Health Fitness Corporation
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Related links:
http://www.hfit.com
http://www.prnewswire.com/comp/000921.html /
CONTACT:
Wes Winnekins, CFO of Health Fitness
Corporation, +1-952-897-5275, or John Mills, Integrated Corporate
Relations, +1-310-954-1105
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