EXHIBIT 99.1 FOR IMMEDIATE RELEASE FROM: Health Fitness Corporation 3600 American Blvd West, Suite 560 Minneapolis, MN 55431 952-831-6830 CONTACT: Wes Winnekins, CFO, 952-897-5275 - wwinnekins@hfit.com -or- Dennis B. McGrath, McGrath Buckley Communications Counseling 651-646-4115; dennis@mcgrath-buckley.com HEALTH FITNESS ANNOUNCES SIGNIFICANT INCREASE IN SECOND QUARTER 2004 RESULTS MINNEAPOLIS, August 2, 2004 --- Health Fitness Corporation (OTC BB: HFIT) today announced financial results for the second quarter and six months ended June 30, 2004. For the quarter ended June 30, 2004, revenue increased 69.8% to $13,129,715 from $7,732,626 for the same quarter last year. Gross profit increased 117.7% to $3,442,358 from $1,581,142 for the same quarter last year. As a percent of revenue, gross profit increased to 26.2% compared to 20.4% for the second quarter last year. Net earnings applicable to common shareholders increased 116.6% to $470,754 from $217,333 for the same quarter last year. Net earnings per diluted share of $0.03 increased 50% from $0.02 per diluted share for the same quarter last year. For the six months ended June 30, 2004, revenue increased 69.1% to $25,796,089 from $15,250,831 for the same period last year. Gross profit increased 101.8% to $6,529,295 from $3,235,541 for the same period last year. As a percent of revenue, gross profit increased to 25.3% compared to 21.2% for the same period in 2003. Net earnings applicable to common shareholders increased 66.4% to $807,461 from $485,313 for the same period last year. Net earnings per diluted share of $0.05 increased 25% from $0.04 per diluted share for the same quarter last year. Jerry Noyce, HFC CEO and President said the gains in revenue, gross profit and net earnings applicable to common shareholders is primarily attributed to HFC's December 2003 acquisition of the Health & Fitness Services Business of Johnson & Johnson Health Care Systems Inc. Also contributing to these gains was growth from HFC's Health Enhancement Program (HEP) services. "We are very pleased with our financial performance for the quarter and six months ended June 30, 2004," Noyce said. "Our recent acquisition of the Johnson & Johnson health and fitness business has clearly strengthened our financial position. We are also encouraged by the progress being made in selling HEP services at our managed fitness centers. As the leading provider of corporate health management services, our goal is to build upon our current success by helping companies address the issues of rising healthcare costs and enable them to establish work environments focused on employee health and productivity." Health Fitness Corporation is the leading provider of results-oriented health improvement management services to corporations, hospitals, universities and communities. HFC has been serving clients since 1975 and manages more than 400 sites across the U.S. and Canada. For more information about Health Fitness Corporation, go to www.hfit.com 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 goal to build upon current success. 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. 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, 2003, as well as the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. 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 STATEMENTS OF EARNINGS (UNAUDITED) <Table> <Caption> Three Months Ended Six Months Ended June 30, June 30, ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------ ------------ ------------ ------------ REVENUE $ 13,129,715 $ 7,732,626 $ 25,796,089 $ 15,250,831 COSTS OF REVENUE 9,687,357 6,151,484 19,266,794 12,015,290 ------------ ------------ ------------ ------------ GROSS PROFIT 3,442,358 1,581,142 6,529,295 3,235,541 OPERATING EXPENSES Salaries 1,429,569 789,216 2,772,278 1,572,758 Other selling, general and administrative 823,504 421,605 1,653,610 830,919 Amortization of acquired intangible assets 219,583 -- 439,167 -- ------------ ------------ ------------ ------------ Total operating expenses 2,472,656 1,210,821 4,865,055 2,403,677 ------------ ------------ ------------ ------------ OPERATING INCOME 969,702 370,321 1,664,240 831,864 OTHER INCOME (EXPENSE) Interest expense (128,344) (13,451) (262,596) (23,956) Other, net 469 (831) 1,390 (1,859) ------------ ------------ ------------ ------------ EARNINGS BEFORE INCOME TAXES 841,827 356,039 1,403,034 806,049 INCOME TAX EXPENSE (BENEFIT) 342,873 138,706 552,373 320,736 ------------ ------------ ------------ ------------ NET EARNINGS 498,954 217,333 850,661 485,313 Dividend to preferred shareholders 28,200 -- 43,200 -- ------------ ------------ ------------ ------------ NET EARNINGS APPLICABLE TO COMMON SHAREHOLDERS 470,754 217,333 807,461 485,313 ============ ============ ============ ============ NET EARNINGS PER SHARE: Basic $ 0.04 $ 0.02 $ 0.06 $ 0.04 Diluted 0.03 0.02 0.05 0.04 WEIGHTED AVERAGE COMMON SHARES: Basic 12,483,979 12,322,908 12,447,374 12,315,655 Diluted 16,066,003 12,467,821 16,054,047 12,436,254 See notes to consolidated financial statements. - MORE - HEALTH FITNESS CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) <Table> <Caption> June 30, December 31, 2004 2003 ------------ ------------ ASSETS CURRENT ASSETS Cash $ -- $ 281,294 Trade and other accounts receivable, less allowances of $145,800 and $131,000 7,374,545 5,218,224 Prepaid expenses and other 348,538 187,347 Deferred tax assets 1,100,300 850,300 ------------ ------------ Total current assets 8,823,383 6,537,165 PROPERTY AND EQUIPMENT, net 178,187 177,217 OTHER ASSETS Goodwill 8,919,140 8,725,574 Customer contracts, less accumulated amortization of $471,500 and $67,400 1,258,472 1,662,639 Trademark, less accumulated amortization of $40,800 and $5,800 309,166 344,166 Other intangible assets, less accumulated amortization of $19,300 and $4,200 123,520 138,582 Cash held in escrow 473,738 471,999 Deferred tax assets 991,308 1,686,301 Other 44,610 64,458 ------------ ------------ $ 21,121,524 $ 19,808,101 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 347,042 $ 569,730 Accrued salaries, wages, and payroll taxes 1,854,136 1,607,157 Other accrued liabilities 438,857 450,255 Accrued self funded insurance 646,784 228,084 Deferred revenue 1,433,533 1,427,057 ------------ ------------ Total current liabilities 4,720,352 4,282,283 LONG-TERM OBLIGATIONS 4,269,000 4,350,012 COMMITMENTS AND CONTINGENCIES -- -- CUMULATIVE CONVERTIBLE PREFERRED STOCK, 10,000,000 shares authorized, 1,033,751 and 1,003,833 issued and outstanding 1,487,032 1,443,833 STOCKHOLDERS' EQUITY Common stock, $0.01 par value; 50,000,000 shares authorized; 12,508,345 and 12,357,334 shares issued and outstanding 125,083 123,573 Additional paid-in capital 17,779,151 17,671,536 Accumulated comprehensive income 2,288 5,707 Accumulated deficit (7,261,382) (8,068,843) ------------ ------------ 10,645,140 9,731,973 ------------ ------------ $ 21,121,524 $ 19,808,101 ============ ============ See notes to consolidated financial statements.