EXHIBIT 99.1 FROM: Health Fitness Corporation 3600 American Boulevard West, Suite 560 - Minneapolis, Minnesota 55431 CONTACT: Wes Winnekins, CFO 952.897.5275 - wes.winnekins@hfit.com Dennis B. McGrath, McGrath Buckley Communications Counseling 651.646.4115 - dennis@mcgrath-buckley.com HEALTH FITNESS CORPORATION ANNOUNCES THIRD QUARTER 2003 FINANCIAL RESULTS MINNEAPOLIS, MN -- NOVEMBER 11, 2003 -- Health Fitness Corporation (OTC BB: HFIT) today announced financial results for the third quarter and nine months ended September 30, 2003. For the quarter ended September 30, 2003, revenue was $7,445,094, up $510,336 or 7.4% over revenue of $6,934,758 for the same quarter last year. Earnings before income taxes for the quarter, which is net of $54,722 in interest and other charges related to acquisition financing, were $145,989, a decrease of $4,840 or 3.2% from $150,829 for the same quarter last year. Net earnings for the quarter were $87,786, down $689,679 or 88.7% from $777,465 for the same quarter last year. This decline in net earnings is distorted because of a $625,300 deferred tax benefit recognized in the third quarter of last year related to the reversal of a deferred tax asset valuation allowance. For the nine months ended September 30, 2003, revenue increased $2,386,966, or 11.8%, to $22,695,925, compared to $20,308,959 for the same period in 2002. Earnings before income taxes were $952,038, up $262,803 or 38.1% from $689,235 for the same period last year. Net earnings decreased $1,762,875 or 75.5% to $573,099 compared to $2,335,974 for the same period in 2002. This decline in net earnings is primarily due to the fact that the first nine months of 2002 included a $1,875,900 deferred tax benefit related to the reversal of a deferred tax asset valuation allowance. "The third quarter marked an important milestone for our Company," said Jerry Noyce, CEO and President. "On August 25, 2003, we signed an agreement to acquire the business assets of the Health & Fitness Services Division (HFS Division) of Johnson & Johnson Health Care Systems Inc. We are tremendously excited about this opportunity, which will broaden our program offerings and strengthen our client list. After this transaction closes, we will have the largest market share and geographical presence in the corporate wellness and fitness industry, which will allow us to generate more opportunities to grow our Company. "Looking at our financial performance through September 30, we've grown our 2003 revenues almost 12% over the same period in 2002. This was accomplished primarily from new management contracts secured in 2002. However, our year-over-year growth rate is beginning to decline from earlier levels. In an effort to reduce expenses because of the tight economy, certain hospital customers have recently terminated their fitness center management contract. A couple of our corporate customers have closed some of their plants, which has eliminated the need for fitness center staffing. We've also experienced lower activity for new contract sales due primarily to an increase in price competition. On the other hand, revenue from our Health Enhancement Programs, which include personal training, massage therapy and other health management services, has exceeded our plan objective through the end of the third quarter. "Our operating income as a percent of revenue has decreased slightly from 2002 as a result of higher expenses at new corporate fitness centers where we have assumed profit and loss responsibility. In the months to come, we expect margin improvement at these centers as these programs mature. "Our working capital borrowings, exclusive of the long-term debt we secured to finance our pending acquisition, were repaid in full by the end of the quarter. We consider this a significant accomplishment considering that our working capital and other short-term borrowings were as high as $3 million about 3 years ago. As we look towards the closure of our pending acquisition, I feel very good about our market position and the future prospects for HFC," Noyce concluded. Health Fitness Corporation is the leading provider of results-oriented fitness, assessment, wellness, and occupational health services to corporations, hospitals, universities and communities. HFC has been serving clients since 1975 and manages approximately 200 sites across the United States and Canada. For more information about HFC, visit www.hfit.com. - more - 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 Company's expectation for margin improvements and future prospects after closure of the Company's pending acquisition. These forward-looking statements are not guarantees of the 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. These statements should be read in conjunction with the various factors affecting the Company's operations and financial condition discussed in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained within the Company's Annual Report on Form 10-K for the year ended December 31, 2002, as well as the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. There is no assurance that the Company will be able to capitalize on any of these forward-looking statements. Financial tables follow. - more - HEALTH FITNESS CORPORATION CONSOLIDATED STATEMENT OF EARNINGS (unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------------------------ -------------------------------------- 2003 2002 2003 2002 -------------- ---------------- ---------------- ---------------- REVENUE $ 7,445,094 $ 6,934,758 $ 22,695,925 $ 20,308,959 COST OF REVENUE 5,979,326 5,514,309 17,994,616 15,960,684 -------------- ---------------- ---------------- ---------------- GROSS PROFIT 1,465,768 1,420,449 4,701,309 4,348,275 OPERATING EXPENSES Salaries 834,781 702,243 2,407,539 2,058,319 Selling, general and admin. 393,018 463,824 1,223,937 1,293,757 -------------- ---------------- ---------------- ---------------- Total Operating Expenses 1,227,799 1,166,067 3,631,476 3,352,076 OPERATING INCOME 237,969 254,382 1,069,833 996,199 OTHER INCOME (EXPENSE) Interest Expense (59,031) (100,586) (82,987) (298,710) Other, net (32,949) (2,967) (34,808) (8,254) -------------- ---------------- ---------------- ---------------- EARNINGS BEFORE INCOME TAXES 145,989 150,829 952,038 689,235 Income Tax Expense (Benefit) 58,203 (626,636) 378,939 (1,646,739) ============== ================ ================ ================ NET EARNINGS $ 87,786 $ 777,465 $ 573,099 $ 2,335,974 ============== ================ ================ ================ NET EARNINGS PER SHARE Basic $ 0.01 $ 0.06 $ 0.05 $ 0.19 Diluted 0.01 0.06 0.05 0.19 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 12,341,284 12,289,558 12,324,292 12,173,442 Diluted 12,743,441 12,413,530 12,542,024 12,332,195 - more - HEALTH FITNESS CORPORATION CONSOLIDATED BALANCE SHEETS (unaudited) September 30, December 31, 2003 2002 ----------------- ----------------- ASSETS CURRENT ASSETS Cash $ 744,480 $ 91,658 Trade and other accounts receivable, less allowances 3,600,307 4,036,888 of $94,000 and $88,900 Prepaid expenses and other 207,105 266,734 Deferred tax assets 731,500 731,500 ----------------- ----------------- Total current assets 5,283,392 5,126,780 PROPERTY AND EQUIPMENT, net 225,125 176,206 OTHER ASSETS Cash held in escrow 5,250,000 - Goodwill 5,308,761 5,308,761 Deferred tax assets 1,929,244 2,254,876 Other 609,616 89,188 ----------------- ----------------- $ 18,606,138 $ 12,955,811 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Note payable $ - $ 304,589 Trade accounts payable 289,108 409,150 Accrued salaries, wages and payroll taxes 1,606,228 1,072,982 Other accrued liabilities 293,917 415,856 Accrued self-funded insurance 261,856 267,042 Deferred revenue 1,229,136 1,407,437 ----------------- ----------------- Total current liabilities 3,751,137 3,877,056 LONG-TERM OBLIGATIONS, less current maturities 5,250,000 - 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; 12,351,084 and 123,510 122,977 12,297,661 shares issued and outstanding Additional paid-in capital 17,020,873 16,997,367 Accumulated deficit (7,468,490) (8,041,589) ----------------- ----------------- 9,675,893 9,078,755 ----------------- ----------------- $ 18,606,138 $ 12,955,811 ----------------- ----------------- ###