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Health Fitness Announces Its Third Quarter 2005 Results and an Equity Financing Transaction

    MINNEAPOLIS, Nov. 16 /PRNewswire-FirstCall/ -- Health Fitness Corporation
(OTC Bulletin Board: HFIT) today announced its financial results for the third
quarter and nine months ended September 30, 2005 and the closing of a
$10.2 million equity financing transaction.
    For the third quarter 2005, revenue grew 2.4% to $13,464,278, from
$13,154,340 for the same period last year.  Gross profit during the quarter
increased 4.5% to $3,498,814, from $3,347,083 for the same quarter last year.
Net earnings applicable to common shareholders increased 8.9% to $506,488,
from $465,164 for the same quarter last year.  Net earnings per diluted share
were $0.03, which is unchanged from $0.03 for the same quarter last year.
    For the nine months ended September 30, 2005, revenue grew 4.3% to
$40,607,994, from $38,950,429 for the same period last year.  Gross profit
increased 5.2% to $10,391,232, from $9,876,378 for the same period last year.
Net earnings applicable to common shareholders increased 28.3% to $1,632,605,
from $1,272,625 for the same period last year.  Net earnings per diluted share
were $0.10, which is a 25% increase from $0.08 for the same period last year.
    "For our third quarter, revenue growth compared to the same period in 2004
was 2.4%, which is lower than the 5.2% revenue growth rate that we realized
for the first six months of this year and will likely give us a revenue growth
rate between 4% and 4.5% for 2005," said Jerry Noyce, Health Fitness
Corporation CEO and President.  "This decreased rate of growth is primarily
due to revenue lost from contract terminations exceeding revenue added from
new contracts, which is a timing issue we often have to deal with in making
quarter-over-quarter comparisons."  Noyce added that "We generally evaluate
revenue trends in our fitness and health management services business based
upon 12-to-18 month periods, and we do not view quarterly revenue as
necessarily indicative of the Company's outlook or results to be expected in
future quarters.  During the past two months we have discussed future annual
revenue growth rate targets with investors and potential investors based on
two different business scenarios that we may follow, and we communicated these
targets to the broader investment community in our September 9 Regulation FD
disclosure."  Noyce said the Company does not plan to revise these future
targets as to 2006 and beyond based on 3rd Quarter results and referred
investors to the Company's September 9 Regulation FD disclosure for
appropriate cautionary statements and risk factors relative to the assumptions
underlying these future targets.


    Revenue data:    Three Months Ended               Nine Months Ended
                        September 30,                   September 30,
                 2005        2004       %         2005         2004       %
                                     Change                            Change
    Fitness
     Management
     Revenue
    Staffing
     Services $9,504,194  $9,855,438  (3.6)%  $28,801,495  $29,336,224  (1.8)%
    Program
     Services    769,924     470,988  63.5%     2,350,584    1,411,836  66.5%
    Consulting
     Services     50,941      43,323  17.6%       163,658      114,588  42.8%

              10,325,059  10,369,749  (0.4)%   31,315,737   30,862,648   1.5%

    Health
     Management
     Revenue
    Staffing
     Services  2,982,339   2,659,217  12.2%     8,829,253    7,860,008  12.3%
    Program
     Services    146,518     116,525  25.7%       438,211      209,443 109.2%
    Consulting
     Services     10,362       8,849  17.1%        24,793       18,330  35.3%

               3,139,219   2,784,591  12.7%     9,292,257    8,087,781  14.9%

    Total Revenue
    Staffing
     Services 12,486,533  12,514,655  (0.2)%   37,630,748   37,196,232   1.2%
    Program
     Services    916,442     587,513  56.0%     2,788,795    1,621,279  72.0%
    Consulting
     Services     61,303      52,172  17.5%       188,451      132,918  41.8%

             $13,464,278 $13,154,340   2.4%   $40,607,994  $38,950,429   4.3%


    Financial Highlights for the Three and Nine Months Ended September 30,
    2005

    -- The decrease in Fitness Management Staffing revenue for the third
       quarter and year-to-date is attributed to higher-than-normal revenue
       attrition from contracts that were acquired in December 2003.  Since
       contract attrition can be unpredictable, the Company generally does not
       view short-term changes in contract revenue to be indicative of future
       results, or a trend in the business.  New contracts the Company secures
       may take 90 to 180 days to generate full revenue.  At the same time,
       many of the Company's contracts can be terminated with a 30 day notice.
       Because this timing difference can temporarily affect revenue results,
       the Company generally evaluates prospective revenue trends over a 12 to
       18 month period.
    -- Fitness Management Program Services are fee-for-service revenues we
       earn at managed fitness centers for services such as personal training,
       massage therapy, weight loss programs and specialty fitness classes.
       The increase for the third quarter and year-to-date is attributed to
       higher utilization of these services by fitness center members.
    -- The growth of Health Management Staffing Services revenue for the third
       quarter and year-to-date is due primarily to new contracts to manage
       corporate wellness programs and growth of existing programs.
    -- Health Management Program Services include revenue derived from
       providing employee health risk assessments, biometric screening
       services, health data collection and management and electronic health
       education platform.  The increase for the third quarter and year-to-
       date is attributed to higher utilization of these services by existing
       customers as well as new customers.
    -- Gross profit as a percent of revenue increased to 26.0% for the third
       quarter, from 25.4% for the same period last year.  This increase is
       due primarily to a $225,000 refund of 2004 worker's compensation
       insurance premiums, which is due to favorable 2004 claims activity.
       Offsetting this increase were decreases in gross profit associated with
       contract terminations that had higher margins and higher employee
       medical costs.  Year to date gross profit as a percent of revenue
       increased to 25.6%, from 25.4% for the same period last year.  This
       increase is due primarily to the refund of 2004 worker's compensation
       insurance premiums.  Offsetting this increase were decreases in gross
       profit associated with contract terminations that had higher margins
       and higher costs for employee medical benefits.
    -- Interest expense decreased $122,137 and $356,484 for the third quarter
       and nine months ended September 30, 2005.  This decrease is primarily
       due to the repayment of our 12%, $2 million Senior Subordinated Note in
       December 2004.
    -- Long-Term Obligations decreased to $0 for the quarter ended September
       30, 2005, from $22,774 for the quarter ended June 30, 2005.


    $10.2 million Equity Financing
    The Company announced that it had completed a $10.2 million private
placement of equity securities with institutional investors.  The new equity
financing resulted in the original issuance of 1,000 shares of Series B
Convertible Preferred Stock, with a 5% per annum dividend, payable in cash,
based upon the $10.2 million gross proceeds received by the Company.  The
Series B Convertible Preferred Stock will automatically convert into
approximately 5.1 million shares of Common Stock effective on the date the
Securities and Exchange Commission declares effective a registration statement
to be filed by the Company with respect to the 5.1 million shares of Common
Stock issued to the new investors.  The registration statement is expected to
become effective no later than March 15, 2006.  The Company also issued the
investors 5-year warrants to purchase approximately 1.5 million shares of
Common Stock for $2.40 per share, subject to customary weighted-average anti-
dilution adjustments.  Noyce commented, "We are excited about the confidence
shown by the new investors with respect to our industry, and our business and
growth plans.  We believe that the financing will help us achieve our stated
initiatives and growth plans."
    The Company anticipates using approximately $5.1 million of the proceeds
from the financing to redeem all of its outstanding shares of Series A
Convertible Preferred Stock, currently convertible into approximately
2.2 million shares of Common Stock, together with warrants to purchase
approximately 916,000 shares of Common Stock that were issued in connection
with the Series A Stock.  The remaining proceeds are expected to be used for
working capital and to finance growth of the Company's business.  Banner
Capital Markets and Greene, Holcomb & Fischer LLC, acted as placement agents
for the Company.

    About The Company
    Health Fitness Corporation is a leading provider of results-oriented
health improvement management services to corporations, hospitals,
universities and communities.  Serving clients since 1975, the Company
provides fitness and health improvement services at more than 400 sites 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 Company's 2005 revenue growth rate
will likely be between 4% and 4.5%, 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 meet the growing employee health management
demands of major corporations and other factors disclosed from time to time in
our filings with the U.S. Securities and Exchange Commission.  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        Nine Months Ended
                             September 30,             September 30,
                           2005         2004         2005         2004

    REVENUE            $13,464,278  $13,154,340  $40,607,994  $38,950,429
    COSTS OF REVENUE     9,965,464    9,807,257   30,216,762   29,074,051
    GROSS PROFIT         3,498,814    3,347,083   10,391,232    9,876,378
    OPERATING EXPENSES
      Salaries           1,449,297    1,408,482    4,243,782    4,180,760
      Other selling,
       general and
       administrative      945,540      784,560    2,625,037    2,438,170
      Amortization of
       acquired intangible
       assets              220,095      219,583      659,432      658,750
        Total operating
         expenses        2,614,932    2,412,625    7,528,251    7,277,680
    OPERATING INCOME       883,882      934,458    2,862,981    2,598,698
    OTHER INCOME (EXPENSE)
      Interest expense       4,035     (118,102)     (24,214)    (380,698)
      Other, net            (2,404)         908       (4,394)       2,298

    EARNINGS BEFORE INCOME
     TAXES                 885,513      817,264    2,834,373    2,220,298


    INCOME TAX EXPENSE     354,206      330,500    1,133,749      882,873
    NET EARNINGS           531,307      486,764    1,700,624    1,337,425
      Dividend to preferred
       shareholders         24,819       21,600       68,019       64,800
    NET EARNINGS APPLICABLE
     TO COMMON
     SHAREHOLDERS         $506,488     $465,164   $1,632,605   $1,272,625
    NET EARNINGS PER SHARE:
      Basic                  $0.04        $0.04        $0.13        $0.10
      Diluted                 0.03         0.03         0.10         0.08
    WEIGHTED AVERAGE
     COMMON SHARES:
      Basic             12,836,971   12,550,679   12,704,035   12,482,060
      Diluted           16,662,753   16,122,175   16,633,799   16,078,873



                          HEALTH FITNESS CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                                  September 30,  December 31,
                                                      2005          2004
    ASSETS

    CURRENT ASSETS
      Cash                                           $38,031       $241,302
      Trade and other accounts receivable, less
       allowances of $199,400 and $210,700         8,428,337      8,147,430
      Prepaid expenses and other                     840,576        213,954
      Deferred tax assets                            483,100      1,660,100
        Total current assets                       9,790,044     10,262,786
    PROPERTY AND EQUIPMENT, net                      190,581        150,308
    OTHER ASSETS
      Goodwill                                     9,022,501      9,022,501
      Customer contracts, less accumulated
       amortization of $1,481,900 and $875,700       248,056        854,306
      Trademark, less accumulated amortization of
       $129,000 and $75,800                          228,068        274,167
      Other intangible assets, less accumulated
       amortization of $86,300 and $81,300            11,767         61,493
      Deferred tax assets                            352,000        221,400
      Other                                           55,953         87,015
                                                 $19,898,970    $20,933,976

    LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES
      Trade accounts payable                        $799,167       $840,155
      Accrued salaries, wages, and payroll taxes   1,885,032      2,768,734
      Other accrued liabilities                      378,568        495,770
      Accrued self funded insurance                  184,592        225,500
      Deferred revenue                             1,814,137      1,977,093
        Total current liabilities                  5,061,496      6,307,252
    LONG-TERM OBLIGATIONS                                  -      1,612,759
    COMMITMENTS AND CONTINGENCIES                          -              -
    CUMULATIVE CONVERTIBLE PREFERRED STOCK,
      10,000,000 shares authorized, 1,111,105 and
      1,063,945 issued and outstanding             1,567,715      1,530,232
    STOCKHOLDERS' EQUITY
      Common stock, $0.01 par value; 50,000,000
       shares authorized; 12,907,023 and
       12,582,170 shares issued and outstanding      129,070        125,822
      Additional paid-in capital                  17,982,591     17,836,675
      Accumulated comprehensive income                 6,717          2,459
      Accumulated deficit                         (4,848,619)    (6,481,223)
                                                  13,269,759     11,483,733
                                                 $19,898,970    $20,933,976


SOURCE Health Fitness Corporation




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Related links:
  • http://www.hfit.com
    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