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 SECOND QUARTER 2005 RESULTS MINNEAPOLIS, August 8, 2005 --- Health Fitness Corporation (OTC BB: HFIT) today announced financial results for the second quarter and six months ended June 30, 2005. For the second quarter 2005, revenue grew 4.2% to $13,678,615, from $13,129,715 for the same period last year. Gross profit during the quarter increased 0.2% to $3,450,616, from $3,442,358 for the same quarter last year. Net earnings applicable to common shareholders increased 5.8% to $498,183, from $470,754 for the same quarter last year. Net earnings per diluted share of $0.03 remained unchanged from $0.03 for the same quarter last year. For the six months ended June 30, 2005, revenue grew 5.2% to $27,143,716, from $25,796,089 for the same period last year. Gross profit increased 5.6% to $6,892,418, from $6,529,295 for the same period last year. Net earnings applicable to common shareholders increased 39.5% to $1,126,117, from $807,461 for the same period last year. Net earnings per diluted share of $0.07 increased 40% from $0.05 for the same period last year. "Our revenue growth of 4.2% for the second quarter compared to the same period last year was attributed to a 1.5% increase from our Fitness Management area of business, and a 14.8% increase from our Health Management area of business," said Jerry Noyce, Health Fitness Corporation CEO and President. "For the first six months, our revenue growth of 5.2% over the same period last year was attributed to a 2.4% increase from our Fitness Management area of business, and a 16.0% increase from our Health Management area of business. We believe the recent realignment of our business into Fitness and Health Management Services was the right strategic move for us. It definitely has allowed us to more closely focus on our expansion efforts in the rapidly growing Corporate Health Management market." <Table> <Caption> REVENUE DATA: Three Months Ended Six Months Ended June 30, June 30, ---------------------------------------- --------------------------------------- 2005 2004 % 2005 2004 % Change Change --------------- ------------- ---------- -------------- -------------- --------- Fitness Management Revenue Staffing Services $9,671,877 $9,892,295 (2.2)% $19,297,301 $19,480,786 (0.9)% Program Services 875,258 532,520 64.4% 1,580,660 940,848 68.0% Consulting Services 98,267 63,765 54.1% 112,717 71,265 58.2% --------------- ------------- ---------- -------------- -------------- --------- 10,645,402 10,488,580 1.5% 20,990,678 20,492,899 2.4% --------------- ------------- ---------- -------------- -------------- --------- Health Management Revenue Staffing Services 2,868,171 2,581,181 11.1% 5,846,914 5,200,791 12.4% Program Services 156,650 54,761 186.1% 291,693 92,918 213.9% Consulting Services 8,392 5,193 61.6% 14,431 9,481 52.2% --------------- ------------- ---------- -------------- -------------- --------- 3,033,213 2,641,135 14.8% 6,153,038 5,303,190 16.0% --------------- ------------- ---------- -------------- -------------- --------- Total Revenue Staffing Services 12,540,048 12,473,476 0.5% 25,144,215 24,681,577 1.9% Program Services 1,031,908 587,281 75.7% 1,872,353 1,033,766 81.1% Consulting Services 106,659 68,958 54.7% 127,148 80,746 57.5% --------------- ------------- ---------- -------------- -------------- --------- $13,678,615 $13,129,715 4.2% $27,143,716 $25,796,089 5.2% --------------- ------------- ---------- -------------- -------------- --------- </Table> FINANCIAL HIGHLIGHTS FOR THREE AND SIX MONTHS ENDED JUNE 30, 2005 - The decrease in Fitness Management Staffing revenue for the second 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. On the other hand, many of the Company's contracts can be terminated with a 30 day notice. Because this timing difference can temporarily sway revenue results one way or another, 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 in this revenue category for the second 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 second 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 in this revenue category for the second 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 decreased to 25.2% for the second quarter, from 26.2% for the same period last year. This decrease is due primarily to contract terminations and business pricing pressures. Year to date gross profit as a percent of revenue increased to 25.4%, from 25.3% for the same period last year. This increase is primarily due to lower medical costs for full-time employees in the first quarter, which were offset by contract terminations and business pricing pressures in the second quarter. - Interest expense decreased $112,019 and $234,347 for the second quarter and six months ended June 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 $1,551,014 to $22,774 for the quarter ended June 30, 2005, from $1,573,788 for the quarter ended March 31, 2005. 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 www.hfit.com FORWARD-LOOKING STATEMENTS Certain statements in this release, including, without limitation, those relating to management's belief that the recent realignment of its business was the right strategic move, 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 ... - MORE - HEALTH FITNESS CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) <Table> <Caption> Three Months Ended Six Months Ended June 30, June 30, ----------------------------- ----------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ REVENUE $ 13,678,615 $ 13,129,715 $ 27,143,716 $ 25,796,089 COSTS OF REVENUE 10,227,999 9,687,357 20,251,298 19,266,794 ------------ ------------ ------------ ------------ GROSS PROFIT 3,450,616 3,442,358 6,892,418 6,529,295 OPERATING EXPENSES Salaries 1,406,562 1,429,569 2,794,485 2,772,278 Other selling, general and administrative 942,631 823,504 1,679,497 1,653,610 Amortization of acquired intangible assets 219,754 219,583 439,337 439,167 ------------ ------------ ------------ ------------ Total operating expenses 2,568,947 2,472,656 4,913,319 4,865,055 ------------ ------------ ------------ ------------ OPERATING INCOME 881,669 969,702 1,979,099 1,664,240 OTHER INCOME (EXPENSE) Interest expense (16,325) (128,344) (28,249) (262,596) Other, net (340) 469 (1,990) 1,390 ------------ ------------ ------------ ------------ EARNINGS BEFORE INCOME TAXES 865,004 841,827 1,948,860 1,403,034 INCOME TAX EXPENSE 345,221 342,873 779,543 552,373 ------------ ------------ ------------ ------------ NET EARNINGS 519,783 498,954 1,169,317 850,661 Dividend to preferred shareholders 21,600 43,200 43,200 28,200 ------------ ------------ ------------ ------------ NET EARNINGS APPLICABLE TO COMMON SHAREHOLDERS $ 498,183 $ 470,754 $ 1,126,117 $ 807,461 ============ ============ ============ ============ NET EARNINGS PER SHARE: Basic $ 0.04 $ 0.04 $ 0.09 $ 0.06 Diluted 0.03 0.03 0.07 0.05 WEIGHTED AVERAGE COMMON SHARES: Basic 12,652,370 12,483,979 12,636,465 12,447,374 Diluted 16,618,997 16,066,003 16,617,853 16,054,047 </Table> - MORE - HEALTH FITNESS CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) <Table> <Caption> June 30, December 31, 2005 2004 ------------ ------------ ASSETS CURRENT ASSETS Cash $ 20,155 $ 241,302 Trade and other accounts receivable, less allowances of $208,500 and $210,700 8,092,592 8,147,430 Prepaid expenses and other 427,353 213,954 Deferred tax assets 911,549 1,660,100 ------------ ------------ Total current assets 9,451,649 10,262,786 PROPERTY AND EQUIPMENT, net 145,993 150,308 OTHER ASSETS Goodwill 9,022,501 9,022,501 Customer contracts, less accumulated amortization of $1,279,900 and $875,700 450,139 854,306 Trademark, less accumulated amortization of $111,000 and $75,800 246,080 274,167 Other intangible assets, less accumulated amortization of $84,600 and $81,300 13,448 61,493 Deferred tax assets 306,700 221,400 Other 66,307 87,015 ------------ ------------ $ 19,702,817 $ 20,933,976 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade accounts payable $ 595,321 $ 840,155 Accrued salaries, wages, and payroll taxes 2,356,395 2,768,734 Other accrued liabilities 550,743 495,770 Accrued self funded insurance 137,143 225,500 Deferred revenue 1,826,490 1,977,093 ------------ ------------ Total current liabilities 5,466,092 6,307,252 LONG-TERM OBLIGATIONS 22,774 1,612,759 COMMITMENTS AND CONTINGENCIES -- -- CUMULATIVE CONVERTIBLE PREFERRED STOCK, 10,000,000 shares authorized, 1,093,699 and 1,063,945 issued and outstanding 1,542,896 1,530,232 STOCKHOLDERS' EQUITY Common stock, $0.01 par value; 50,000,000 shares authorized; 12,652,370 and 12,582,170 shares issued and outstanding 126,524 125,822 Additional paid-in capital 17,895,457 17,836,675 Accumulated comprehensive income 4,180 2,459 Accumulated deficit (5,355,106) (6,481,223) ------------ ------------ 12,671,055 11,483,733 ------------ ------------ $ 19,702,817 $ 20,933,976 ============ ============ </Table> ####