UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

HEALTH FITNESS CORPORATION

Minnesota		No. 41-1580506
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ   NO o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o   NO þ

The number of shares outstanding of the registrant’s common stock as of November 10, 2008 was: Common Stock, $0.01 par value, 9,639,039 shares.

 

 

Health Fitness Corporation
Consolidated Financial Statements
Table of Contents

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007			3
Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007			4
Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2008 and 2007			5
Notes to Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			20
ITEM 4. Controls and Procedures			20
PART II. OTHER INFORMATION			21
ITEM 1. Legal Proceedings			21
ITEM 1A. Risk Factors			21
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			21
ITEM 3. Defaults Upon Senior Securities			21
ITEM 4. Submission of Matters to a Vote of Security Holders			21
ITEM 5. Other Information			22
ITEM 6. Exhibits			22
Signatures			23
Exhibit Index			24
EX-11.0
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

HEALTH FITNESS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

		September 30,				December 31,
		2008				2007
ASSETS
CURRENT ASSETS
Cash		$	452,719			$	1,946,028
Trade and other accounts receivable, less allowances of $241,900 and $243,300			13,437,875				14,686,879
Inventory			521,794				569,458
Prepaid expenses and other			476,943				226,891
Deferred tax assets			325,748				406,367
Total current assets			15,215,079				17,835,623
PROPERTY AND EQUIPMENT, net			1,215,042				1,400,570
OTHER ASSETS
Goodwill			14,546,250				14,546,250
Software, less accumulated amortization of $1,164,700 and $795,100			1,916,976				1,734,920
Trademark, less accumulated amortization of $420,000 and $345,500			73,124				147,561
Other intangible assets, less accumulated amortization of $295,600 and $241,700			233,459				287,334
Other			—				9,807
		$	33,199,930			$	35,962,065
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable		$	1,372,933			$	2,121,154
Accrued salaries, wages, and payroll taxes			3,008,169				4,011,580
Other accrued liabilities			551,666				1,187,045
Accrued self funded insurance			278,050				333,724
Deferred revenue			1,106,371				1,722,254
Total current liabilities			6,317,189				9,375,757
DEFERRED TAX LIABILITY			261,327				108,623
LONG-TERM OBLIGATIONS			—				—
COMMITMENTS AND CONTINGENCIES			—				—
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 25,000,000 shares authorized; 9,639,039 and 9,964,295 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively			96,390				99,642
Additional paid-in capital			28,076,859				29,449,854
Accumulated comprehensive loss from foreign currency translation			(65,199	)			(56,413	)
Accumulated deficit			(1,486,636	)			(3,015,398	)
			26,621,414				26,477,685
		$	33,199,930			$	35,962,065

See notes to consolidated financial statements.

HEALTH FITNESS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
REVENUE		$	18,497,423			$	17,153,058			$	56,015,548			$	50,722,258
COSTS OF REVENUE			12,510,045				12,268,332				39,149,412				36,272,205
GROSS PROFIT			5,987,378				4,884,726				16,866,136				14,450,053
OPERATING EXPENSES
Salaries			2,950,618				2,775,532				8,949,305				7,819,407
Other selling, general and administrative			1,485,206				1,835,136				5,080,973				5,008,770
Amortization of acquired intangible assets			42,771				42,771				128,311				128,311
Total operating expenses			4,478,595				4,653,439				14,158,589				12,956,488
OPERATING INCOME			1,508,783				231,287				2,707,547				1,493,565
OTHER INCOME (EXPENSE)
Interest expense			(16,252	)			(16,681	)			(20,383	)			(23,371	)
Other, net			(662	)			(4,432	)			412				(1,856	)
EARNINGS BEFORE INCOME TAXES			1,491,869				210,174				2,687,576				1,468,338
INCOME TAX EXPENSE			650,519				193,151				1,158,814				766,644
NET EARNINGS		$	841,350			$	17,023			$	1,528,762			$	701,694
NET EARNINGS PER SHARE:
Basic		$	0.09			$	—			$	0.16			$	0.07
Diluted			0.09				—				0.15				0.07
WEIGHTED AVERAGE COMMON SHARES:
Basic			9,610,238				9,917,429				9,837,994				9,809,111
Diluted			9,688,941				10,433,468				9,982,990				10,288,673

See notes to consolidated financial statements

HEALTH FITNESS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Nine Months Ended
		September 30,
		2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	1,528,762			$	701,694
Adjustments to reconcile net earnings to net cash used in operating activities:
Stock-based compensation			592,115				683,036
Depreciation and amortization			844,052				702,866
Deferred taxes			233,323				—
Change in assets and liabilities, net of assets acquired:
Trade and other accounts receivable			1,249,004				(106,675	)
Inventory			47,664				(350,415	)
Prepaid expenses and other			(250,052	)			(323,881	)
Other assets			9,807				10,587
Trade accounts payable			(757,007	)			(681,928	)
Accrued liabilities and other			(1,694,654	)			(433,607	)
Deferred revenue			(615,883	)			(482,869	)
Net cash provided by (used in) operating activities			1,187,131				(281,192	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(160,686	)			(653,442	)
Capitalized software development costs			(551,582	)			(184,401	)
Business acquisition, net of cash acquired			—				(32,914	)
Net cash payment made for acquisition			—				(737,500	)
Net cash used in investing activities			(712,268	)			(1,608,257	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit			13,549,495				17,416,233
Repayments under line of credit			(13,549,495	)			(16,567,773	)
Costs from issuance of preferred stock			—				(17,415	)
Repurchase of common stock			(2,354,923	)			—
Proceeds from the issuance of common stock			189,322				190,329
Proceeds from the exercise of stock options			197,429				132,370
Net cash (used in) provided by financing activities			(1,968,172	)			1,153,744
NET DECREASE IN CASH			(1,493,309	)			(735,705	)
CASH AT BEGINNING OF PERIOD			1,946,028				987,465
CASH AT END OF PERIOD		$	452,719			$	251,760
SUPPLEMENTAL CASH FLOW DISCLOSURES
Supplemental cash flow information:
Cash paid for interest		$	13,667			$	19,835
Cash paid for taxes			719,735				143,750
Noncash investing and financing activities affecting cash flows:
Common stock issued for acquisition earnout			—				737,500

See notes to consolidated financial statements.

HEALTH FITNESS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. ORGANIZATION

Health Fitness Corporation, a Minnesota corporation (also referred to as “we,” “us,” “our,” the “Company,” or “Health Fitness”), is a leading provider of population health improvement services and programs to corporations, hospitals, communities and universities located in the United States and Canada. We currently manage 218 corporate fitness center sites, 169 corporate health management sites and 105 unstaffed health management programs.

We provide staffing services as well as a comprehensive menu of programs, products and consulting services within our Health Management and Fitness Management business segments. Our broad suite of services enables our clients’ employees to live healthier lives, and our clients to control rising healthcare costs, through participation in our assessment, education, coaching, physical activity, weight management and wellness program services, which can be offered as follows: (i) through on-site fitness centers we manage; (ii) remotely via the web and; (iii) through telephonic health coaching.

You may contact us at our executive offices at 1650 West 82^nd Street, Suite 1100, Bloomington, Minnesota 55431, telephone number (952) 831-6830. We maintain an internet website at www.hfit.com.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2008 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Financial information as of December 31, 2007 has been derived from our audited consolidated financial statements. In accordance with the rules and regulations of the United States Securities and Exchange Commission, the Company has omitted footnote disclosures that would substantially duplicate the disclosures contained in the audited financial statements of the Company. The unaudited consolidated financial statements should be read together with the financial statements for the year ended December 31, 2007, and the footnotes thereto included in the Company’s Form 10-K as filed with the United States Securities and Exchange Commission on March 26, 2008.

In the opinion of management, the interim consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the results for interim periods presented. These financial statements include some amounts that are based on management’s best estimates and judgments. These estimates may be adjusted as more information becomes available, and any adjustment could be significant. The impact of any change in estimates is included in the determination of earnings in the period in which the change in estimate is identified. Operating results for the three and nine months ended September 30, 2008 are not necessarily indicative of the operating results that may be expected for the year ended December 31, 2008.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation – The consolidated financial statements include the accounts of our Company and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Cash – We maintain cash balances at several financial institutions, and at times, such balances exceed insured limits. We have not experienced any losses in such accounts and we believe we are not exposed to any significant credit risk on cash. At September 30, 2008 and December 31, 2007, we had cash of approximately $109,200 and $59,400 (U.S. Dollars), respectively, in a Canadian bank account.

Trade and Other Accounts Receivable – Trade and other accounts receivable represent amounts due from companies and individuals for services and products. We grant credit to customers in the ordinary course of business, but generally do not require collateral or any other security to support amounts due. Management performs ongoing credit evaluations of customers. Accounts receivable from sales of services are typically due from customers within 30 to 90 days. Accounts outstanding longer than contractual payment terms are considered past due. We determine our allowance for doubtful accounts by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, the customer’s current ability to pay its obligation to us, and the condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments subsequently received on such receivable are credited to the allowance. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers and their geographic dispersion.

Inventories – Inventories, which consist primarily of health management resource materials and supplies used in our biometric screenings services, are stated at the lower of cost or market. Cost is determined using average cost, which approximates the first-in, first-out method.

Property and Equipment – Property and equipment are stated at cost. Depreciation and amortization are computed using both straight-line and accelerated methods over the useful lives of the assets.

Software Development Costs – We expense all costs of software development that we incur to establish technological feasibility of an enhancement, including activities related to initial planning, functionality design, health content sourcing and organization, technical performance requirements and assessing integration issues with the overall software system. Accordingly, software development costs incurred subsequent to the determination of technological feasibility are capitalized. Capitalization of costs ceases and amortization of capitalized software development costs commences when the products are available for their intended purpose. We amortize our capitalized software development costs using the straight-line method over the estimated economic life of the product, which is generally three to five years.

Capitalized software development costs are stated at the lower of amortized cost or net realizable value. Recoverability of these capitalized costs is determined by comparing the forecasted future revenues from the related products and services, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the capitalized software development costs. If the carrying value is determined not to be recoverable from future revenues, an impairment loss is recognized equal to the amount by which the carrying amount exceeds the future revenues.

During the three and nine months ended September 30, 2008, we capitalized $242,900 and $551,600, respectively, of software development costs related to enhancements we made to our eHealth platform. Such enhancements include the development of a program that will allow us to deliver our online health risk assessment services in multiple languages, a web-based point of sale system to electronically capture sales and inventory transactions and improvements to our platform data management infrastructure. These capitalized costs are captured within Software Technology, and will be amortized over the remaining economic life of the eHealth platform, or five years, once the programs are placed into service. We expect to recover our capitalized software development costs through the growth of our business, enhancements to our services, and cost efficiencies generated.

Goodwill – Goodwill represents the excess of the purchase price and related costs over the fair value of net assets of businesses acquired. The carrying value of goodwill is not amortized, but is tested for impairment on an annual basis or when factors indicating impairment are present. We elected to complete the annual impairment test of goodwill on December 31 of each year and determined that our goodwill relates to two reporting units for purposes of impairment testing.

Intangible Assets – Our intangible assets include trademarks and tradenames, software and other intangible assets, all of which are amortized on a straight-line basis. Trademarks and tradenames represent the value assigned to

acquired trademarks and tradenames, and are amortized over a period of five years. Software represents the value assigned to an acquired web-based software program and is amortized over a period of five years. Other intangible assets include the value assigned to acquired customer lists, which is amortized over a period of six years, as well as deferred financing costs, which are amortized over the term of the related credit agreement.

Revenue Recognition – Revenue is recognized at the time the service is provided to the customer. We determine our allowance for discounts by considering historical discount history and current payment practices of our customers. For annual contracts, monthly amounts are recognized ratably over the term of the contract. Certain services provided to the customer may vary on a periodic basis and are invoiced to the customer in arrears. The revenues relating to theses services are estimated and recorded in the month that the service is performed.

We also provide services to companies located in Canada. Although we invoice these customers in their local currency, we do not believe there is a risk of material loss due to foreign currency translation.

Amounts received from customers in advance of providing contracted services are treated as deferred revenue and recognized when the services are provided.

We have contracts with third-parties to provide ancillary services in connection with their fitness and wellness management services and programs. Under such arrangements, the third-parties invoice and receive payments from us based on transactions with our customer. We do not recognize revenues related to such transactions as our customer assumes the risk and rewards of the contract and the amounts billed to the customer are either at cost or with a fixed markup.

Net Earnings Per Common Share – Basic net earnings per common share is computed by dividing net earnings by the number of basic weighted average common shares outstanding. Diluted net earnings per share is computed by dividing net earnings by the number of diluted weighted average common shares outstanding, and common share equivalents relating to stock options, unearned restricted stock and stock warrants, if dilutive. Refer to Exhibit 11.0 attached hereto for a detailed computation of earnings per share.

Stock-Based Compensation – We maintain a stock option plan for the benefit of certain eligible employees and directors of the Company. Commencing January 1, 2006, we adopted Statement of Financial Accounting Standard No. 123R, “Share Based Payment” (“SFAS 123R”), using the modified prospective method of adoption, which requires all share-based payments, including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values over the requisite service period. The compensation cost we record for these awards is based on their fair value on the date of grant. The Company continues to use the Black Scholes option-pricing model as its method for valuing stock options. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense. Further information on our share-based payments can be found in Note 6 in the Notes to the Consolidated Financial Statements under Part I, Item 1.

Fair Values of Financial Instruments – Due to their short-term nature, the carrying value of our current financial assets and liabilities approximates their fair values. The fair value of long-term obligations, if recalculated based on current interest rates, would not significantly differ from the recorded amounts.

Income Taxes – The Company records income taxes in accordance with the liability method of accounting. Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities and federal operating loss carryforwards. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment. Tax benefits are recognized when management believes the benefit is more likely than not to be sustained upon review from the relevant authorities. If the Company were to record a liability for unrecognized tax benefits, interest and penalties would be recorded as a component of income tax expense. Income taxes are calculated based on management’s estimate of the Company’s effective tax rate, which takes into consideration a federal tax rate of 34% and a net effective state tax

rate of approximately 7%. This normal effective tax rate of 41% is less than the tax rate resulting from income tax expense we recognized during the three and nine months ended September 30, 2008, due to the tax rate effects of compensation expense for incentive stock options.

Use of Estimates – Preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 4. SEGMENT REPORTING

The Company discloses segment information in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” which defines an operating segment as a component of a company for which operating results are reviewed regularly by the chief operating decision-makers to determine resource allocation and assess performance. The Company has two reportable segments, Fitness Management and Health Management. Total assets are not allocated to the segments for internal reporting purposes. Financial information by segment is as follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
Segment Data:		2008				2007				2008				2007
REVENUE:
Fitness Management
Staffing Services		$	9,702,089			$	10,042,463			$	29,245,435			$	29,843,968
Program Services			618,839				579,607				1,888,318				1,901,553
			10,320,928				10,622,070				31,133,753				31,745,521
Health Management
Staffing Services			4,552,417				4,017,025				13,417,216				11,617,304
Program Services			3,624,078				2,513,963				11,464,579				7,359,433
			8,176,495				6,530,988				24,881,795				18,976,737
Total Revenue
Staffing Services			14,254,506				14,059,488				42,662,651				41,461,272
Program Services			4,242,917				3,093,570				13,352,897				9,260,986
		$	18,497,423			$	17,153,058			$	56,015,548			$	50,722,258
GROSS PROFIT:
Fitness Management
Staffing Services		$	2,356,310			$	2,176,722			$	6,822,420			$	6,278,653
Program Services			209,267				294,052				681,973				877,902
			2,565,577				2,470,774				7,504,393				7,156,555
Health Management
Staffing Services			1,279,853				1,036,109				3,456,656				2,958,681
Program Services			2,141,948				1,377,843				5,905,087				4,334,817
			3,421,801				2,413,952				9,361,743				7,293,498
Total Gross Profit
Staffing Services			3,636,163				3,212,831				10,279,076				9,237,334
Program Services			2,351,215				1,671,895				6,587,060				5,212,719
		$	5,987,378			$	4,884,726			$	16,866,136			$	14,450,053

NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”), which is effective for fiscal years beginning after November 15, 2007 and for interim periods within those years. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. However, on December 14, 2007, the FASB issued proposed FSP FAS 157-2, which would delay the effective date of SFAS 157 for all non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This proposed FSP partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. Effective for 2008, we adopted SFAS 157 except as it applies to those non-financial assets and non-financial liabilities as noted in proposal FSP FAS 157-2. We do not believe the adoption of SFAS 157 or SFAS 157-2 will have a material impact on our consolidated financial position, results of operation or cash flows.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. SFAS 141R is effective for fiscal years beginning after December 15, 2008 (our 2009 fiscal year). This statement will impact us if we complete an acquisition after the effective date.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008 (our 2009 fiscal year). We do not believe the adoption of SFAS 160 will have a material effect on our consolidated financial statements.

In March 2008, the FASB issued statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133 (SFAS 133). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities to improve the transparency of financial reporting. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 (our 2009 fiscal year). We do not believe the adoption of SFAS 161 will have a material effect on our consolidated financial statements.

In May 2008, the FASB issued statement of Financial Accounting Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. We do not believe the adoption of SFAS 162 will have a material effect on our consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination of the Useful Life of Intangible Assets, to provide guidance for determining the useful life of recognized intangible assets and to improve consistency between the period of expected cash flows used to measure the fair value of a recognized intangible asset and the useful life of the intangible asset as determined under SFAS 142. The FSP requires that an entity consider its own historical experience in renewing or extending similar arrangements. However, the entity must adjust that experience based on entity-specific factors under SFAS 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for fiscal years and interim periods that begin after November 15, 2008. The Company

intends to adopt FSP FAS 142-3 effective January 1, 2009 and to apply its provisions prospectively to recognized intangible assets acquired after that date. The Company has periodically purchased recognized intangible assets and is in the process of evaluating the impact that the adoption of FSP FAS 142-3 will have on its financial statements.

NOTE 6. EQUITY

Stock Options – We maintain a stock option plan for the benefit of certain eligible employees and our directors. We have authorized 2,000,000 shares for grant under our 2005 Stock Option Plan, and a total of 364,200 shares of common stock were reserved for additional grants of options at September 30, 2008. Generally, the options outstanding are granted at prices equal to the market value of our stock on the date of grant, generally vest over four years and expire over a period of six or ten years from the date of grant.

For the three and nine months ended September 30, 2008, we recorded stock option compensation expense of $96,800 and $334,400, respectively, compared to $296,700 and $683,000, respectively, for the three and nine months ended September 30, 2007. The compensation expense, net of tax effects, reduced diluted earnings per share by approximately $0.01 and $0.03 for the three and nine months ended September 30, 2008 and $0.03 and $0.07 for the three and nine months ended September 30, 2007.

As of September 30, 2008, approximately $804,600 of total unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of approximately 2.74 years.

The following table summarizes information about stock options at September 30, 2008:

		Options Outstanding												Options Exercisable
						Weighted Average				Weighted								Weighted
						Remaining				Average								Average
Range of		Number				Contractual Life				Exercise				Number				Exercise
Exercise Prices		Outstanding				In Years				Price				Exercisable				Price
$0.60 –  $0.78			30,250				0.87			$	0.78				30,250			$	0.78
0.94 –    1.38			47,500				2.27				1.07				47,500				1.07
1.90 –    2.50			87,000				1.94				2.39				83,250				2.41
2.52 –    4.54			240,550				4.47				3.82				222,425				3.81
4.56 – 6.10			662,125				4.71				5.38				260,938				5.44
			1,067,425				4.21			$	4.46				644,363			$	3.94

We use the Black-Scholes option pricing model using weighted average assumptions for options granted to determine the fair value of options. The fair value of options at date of grant and the assumptions utilized to determine such values are indicated in the following table:

		Three Months Ended
		September 30,
		2008				2007
Risk-free interest rate			2.99	%			4.28	%
Expected volatility			37.9	%			39.2	%
Expected life (in years)			3.53				3.0
Dividend yield			—				—

Option transactions under the 2005 Stock Option Plan during the first nine months ended September 30, 2008 are summarized as follows:

						Weighted								Weighted
						Average				Aggregate				Average
						Exercise				Intrinsic				Remaining
		Options				Price				Value				Term
Outstanding at December 31, 2007			1,169,150			$	3.92
Granted			255,000				4.88
Exercised			(186,100	)			1.14
Canceled/Forfeited			(170,625	)			4.96
Outstanding at September 30, 2008			1,067,425			$	4.46			$	208,765				3.71
Exercisable at September 30, 2008			644,363			$	3.94			$	204,790				3.10

Restricted Stock – In connection with our employment agreement dated as of December 1, 2006 with Gregg O. Lehman, Ph.D., our President and Chief Executive Officer, on January 1, 2007 we granted an award of 25,000 shares of restricted common stock to Mr. Lehman. This restricted common stock vests in three equal installments on the first of the year for each of 2007, 2008 and 2009. For the three and nine months ended September 30, 2008, we recorded stock-based compensation related to this grant of $5,521 and $16,563, respectively, compared to $16,600 and $93,900, respectively, for the three and nine months ended September 30, 2007. This grant was valued using a price of $5.30 per share, which was the market value of our common stock on the date of the grant. As of September 30, 2008, $5,521 of unrecognized compensation costs related to the non-vested portion of this award will be recognized through December 31, 2008.

On April 7, 2008, we granted an award of 10,000 shares of restricted stock to Wesley W. Winnekins, our Chief Financial Officer under the Equity Plan (as defined below). This restricted common stock vests in two equal installments on December 31, 2008 and 2009. For the three and nine months ended September 30, 2008, we recorded stock-based compensation related to this grant of $10,952 and $21,905, respectively. This grant was valued using a price of $4.60 per share, which was the market value of our common stock on the date of the grant. As of September 30, 2008, $24,096 of unrecognized compensation costs related to the non-vested portion of this award will be recognized through December 31, 2009.

Employee Stock Purchase Plan – We maintain an Employee Stock Purchase Plan, which allows employees to purchase shares of our common stock at 95% of the fair market value. A total of 500,000 shares of common stock are reserved for issuance under this plan, of which 120,145 shares are unissued and remain available for issuance at September 30, 2008.

Equity Incentive Plan – At our Annual Meeting of Shareholders on May 21, 2007, our shareholders approved the implementation of our 2007 Equity Incentive Plan (the “Equity Plan”). The Equity Plan was developed to provide our executives with restricted stock incentives if certain financial targets are achieved for calendar years 2007 through 2009. In lieu of selecting restricted stock, and at the discretion of our Board of Directors, executives can choose to receive a cash bonus under our 2007 Cash Incentive Plan (the “Cash Plan”). The performance objectives, and monetary potential of grants under the Cash Plan would be the same as those under the Equity Plan and participants would receive their cash bonuses at the same time as the restricted stock vests under the Equity Plan. Restricted stock granted under the Equity Plan through September 30, 2008, other than the restricted stock granted to our Chief Financial Officer in April 2008 as described previously, is earned on an annual basis upon achievement of certain financial objectives for each of 2007, 2008 and 2009. All such shares earned during these years will vest upon completion of our 2009 annual audit. For the three and nine months ended September 30, 2008, we recorded $66,904 and $234,127, respectively, of stock-based compensation related to elections under the Equity Plan, which was valued using a price of $5.56 per share, the market value of our common stock on the grant date. We also accrued $7,510 and $22,530 of bonus expense related to elections under the Cash Plan for the three and nine months ended September 30, 2008. As of September 30, 2008, $1,367,200 of unrecognized compensation costs related to the non-vested portion of this program will be recognized through March 2010.

Accrued Acquisition Earnout – In accordance with the Stock Purchase Agreement executed in connection with our acquisition of HealthCalc.Net, Inc. on December 23, 2005, we agreed to pay the shareholders of HealthCalc a contingent earnout payment based upon the achievement of specific 2007 revenue objectives. In accordance with the Stock Purchase Agreement executed in this transaction, the contingent earnout payment could be made by us in cash, stock or a combination thereof. At December 31, 2006, we recorded a liability of $1,475,000 in favor of the former shareholders of HealthCalc representing the contingent earnout payment, with the offset reflected as an increase to goodwill. On March 27, 2007, our Board of Directors determined that this earnout payment would be made by a cash payment of $737,500 and the issuance of 131,295 shares of common stock, which was determined using an average closing share price of $5.62 for the twenty-one trading days preceding the date of payment. We made the cash payment on March 28, 2007 and issued the common stock effective on March 27, 2007.

Common Stock Repurchase Plan – During the three months ended June 30, 2008, we repurchased 570,000 common shares at an aggregate cost of $2.3 million, including commissions of $34,000. All repurchased shares have been retired. These purchases concluded the common stock repurchase plan, announced on March 24, 2008, authorizing the Company to repurchase up to $2.5 million of its outstanding common stock.

Reverse Stock Split – On October 6, 2008 we completed a one-for-two reverse stock split in order to qualify for listing on the American Stock Exchange, now known as the NYSE Alternext US. Except where specifically indicated, all common share information (including information related to stock options and other equity awards) and all “per share” information related to our common stock in this report has been restated to reflect the one-for-two reverse split. Pursuant to provisions in our stock options agreements and equity plans, the number of common shares available for purchase and issuance under these agreements and plans, and the exercise prices, were automatically adjusted to give proportionate effect to this reverse split.

The following is a summary of the change in Stockholders’ Equity for the nine month period ended September 30, 2008:

										Additional				Accumulated								Total
		Common Stock								Paid-in				Comprehensive				Accumulated				Stockholders’				Comprehensive
		Shares				Amount				Capital				Income				Deficit				Equity				Income
BALANCE AT DECEMBER 31, 2007			9,964,294			$	99,642			$	29,449,854				($56,413	)			($3,015,398	)		$	26,477,685
Issuance of common stock through stock purchase plan			46,709				467				188,855				—				—				189,322
Redemption of common stock for option exercises			(3,291	)			(33	)			(16,276	)			—				—				(16,309	)
Issuance of common stock for option exercises			186,100				1,861				211,697				—				—				213,558
Issuance of common stock for executive compensation			18,991				190				67,362				—				—				67,552
Redemption of common stock for executive compensation			(2,940	)			(29	)			(14,672	)			—				—				(14,701	)
Repurchase of common stock through common stock repurchase plan			(570,680	)			(5,707	)			(2,349,215	)			—				—				(2,354,922	)
Reverse stock split payout of fractional shares			(144	)			(1	)			(189	)			—				—				(190	)
Executive equity compensation program			—				—				205,041				—				—				205,041
Stock option compensation			—				—				334,402				—				—				334,402
Net earnings			—				—				—				—				1,528,762				1,528,762			$	1,528,762
Foreign currency translation			—				—				—				(8,786	)			—				(8,786	)			(8,786	)
Comprehensive Income																										$	1,519,976
BALANCE AT SEPTEMBER 30,2008			9,639,039			$	96,390			$	28,076,859			$	(65,199	)		$	(1,486,636	)		$	26,621,414

NOTE 7. CONTINGENCIES

Legal Proceedings – We are involved in various claims and lawsuits incident to the operation of our business. We believe that the outcome of such claims will not have a material adverse effect on our financial condition, results of operation, or cash flows.

Liquidated Damages – In accordance with the terms of a Private Investment in Public Equity transaction in November 2005 (the “PIPE Transaction”), we were required to file with the SEC, within sixty (60) days from the Effective Date, a registration statement covering the common shares issued and issuable in the PIPE Transaction. We were also required to cause the registration statement to be declared effective on or before the expiration of one hundred twenty (120) days from the Effective Date. We would have been subject to liquidated damages of one percent (1%) per month of the aggregate gross proceeds ($10,200,000), if we failed to meet these date requirements. On March 10, 2006, the SEC declared effective our registration statement and, as a result, we did not pay any liquidated damages for failure to meet the filing and effectiveness date requirements. We could have nevertheless been subject to the foregoing liquidated damages if we failed (subject to certain permitted circumstances) to maintain the effectiveness of the registration statement. On June 15, 2006, we entered into an agreement with the accredited investors to amend the Registration Rights Agreement to cap the amount of liquidated damages we could pay at 9% of the aggregate purchase price paid by each accredited investor. On May 1, 2008, in accordance with the terms of the Registration Rights Agreement we deregistered all shares that remained unsold under the registration statement and terminated the offering of the common shares issued and issuable in the PIPE transaction. Holders of these shares may continue to sell the shares without volume limitations as may be permitted by Rule 144 under the Securities Act of 1933, as amended.

Patent Matter – In March 2007, we received a letter from a patent holder inquiring about our interest in negotiating a license for certain technology patents owned by the patent holder, which pertain to certain aspects of the electronic collection, use and management of health-related electronic data. We do not believe these patents are material based on our initial review, and it is unlikely we will be interested in a license on any material terms. However, we are currently conducting a more detailed review of this matter.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing under Item 1 of Part 1. Some of the information contained in this discussion and analysis or set forth elsewhere in this quarterly report, including information with respect to our plans and strategy for our business and expected financial results, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” under Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

CRITICAL ACCOUNTING POLICIES

Our most critical accounting policies, which are those that require significant judgment, include: revenue recognition, trade and other accounts receivable, goodwill and stock-based compensation. A more in-depth description of these can be found in Note 3 to the interim consolidated financial statements included in this Quarterly Report and Note 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

BUSINESS DESCRIPTION

As a leading provider of population health improvement services and programs to corporations, hospitals, communities and universities located in the United States and Canada, we currently manage 218 corporate fitness center sites, 169 corporate health management sites and 105 unstaffed health management programs.

We provide staffing services as well as a comprehensive menu of programs, products and consulting services within our Health Management and Fitness Management business segments. Our broad suite of services enables our clients’ employees to live healthier lives, and our clients to control rising healthcare costs, through participation in our assessment, education, coaching, physical activity, weight management and wellness program services, which can be offered as follows: (i) through on-site fitness centers we manage; (ii) remotely via the web; and (iii) through telephonic health coaching.

RESULTS OF OPERATIONS

The following table sets forth our statement of operations data as a percentage of total revenues for the quarter and the nine month period ended September 30, 2008 and 2007:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
REVENUE			100.0	%			100.0	%			100.0	%			100.0	%
COSTS OF REVENUE			67.6	%			71.5	%			69.9	%			71.5	%
GROSS PROFIT			32.4	%			28.5	%			30.1	%			28.5	%
OPERATING EXPENSES
Salaries			16.0	%			16.2	%			16.0	%			15.4	%
Other selling, general and administrative			8.0	%			10.7	%			9.1	%			9.9	%
Amortization of acquired intangible assets			0.2	%			0.3	%			0.2	%			0.2	%
Total operating expenses			24.2	%			27.2	%			25.3	%			25.5	%
OPERATING INCOME			8.2	%			1.3	%			4.8	%			3.0	%
OTHER INCOME (EXPENSE)			(0.1	%)			(0.1	%)			(0.0	%)			(0.1	%)
EARNINGS BEFORE INCOME TAXES			8.1	%			1.2	%			4.8	%			2.9	%
INCOME TAX EXPENSE			3.5	%			1.1	%			2.1	%			1.5	%
NET EARNINGS			4.6	%			0.1	%			2.7	%			1.4	%

Results of Operations for the quarter ended September 30, 2008 compared to the quarter ended September 30, 2007.

Revenue. Revenue increased $1,344,000, or 7.8%, to $18,497,000 for the three months ended September 30, 2008, from $17,153,000 for the three months ended September 30, 2007.

Our Fitness Management segment declined $301,000, reflecting a decline in staffing services of $340,000 and growth in program services of $39,000. The decline in staffing services for the third quarter is primarily due to contract terminations in 2007.

Our Health Management segment contributed total growth of $1,646,000, which includes growth of $536,000 from staffing services and growth of $1,110,000 from program services. Overall, the growth in staffing revenue is attributable to new customers and the expansion of services to existing customers. The increase in program services revenue is primarily due to new and existing customers in the areas of biometric screening services, health coaching and advising services and eHealth platform participation.

During the third quarter of 2008, we secured four new health management commitments and two new fitness management commitments, which combined may realize annualized revenue of $1.7 million. This growth will be partially offset by a potential annualized revenue loss of $1.1 million from fitness and health management contract cancellations.

Gross Profit. Gross profit increased $1,102,000, or 22.6%, to $5,987,000 for the three months ended September 30, 2008, from $4,885,000 for the three months ended September 30, 2007. Total gross margin increased to 32.4% from 28.5% for the same period last year.

Of this increase in gross profit, our Fitness Management segment grew $95,000, which includes growth of $180,000 from staffing services and a decline of $85,000 from program services. Gross margin for our Fitness Management segment increased to 24.9%, from 23.3% for the same period of 2007. This result is primarily due to a gross margin increase for staffing services, which increased to 24.3%, from 21.7%, reduced by a decrease in gross margin for program services, which decreased to 33.8% from 50.7%. The margin increase for staffing services is primarily due to lower costs for employee paid time off and medical benefits, in addition to expense savings for equipment maintenance, group classes, operating supplies and liability insurance. The margin decrease for program services is primarily due to higher costs to deliver site-based personal training and massage therapy services.

Our Health Management segment contributed gross profit growth of $1,008,000, which includes growth of $244,000 from staffing services and growth of $764,000 from program services. Gross margin for our Health Management segment increased to 41.8% from 37.0%. This increase is due to a gross margin increase for program services, which increased to 59.1% from 54.8%, and a gross margin increase for staffing services, which increased to 28.1%, from 25.8%. The increase in gross margin for program services is primarily due to revenue growth and productivity enhancements related to biometric screenings and health coaching and advising services. The increased margin for staffing services is primarily due to revenue growth, lower costs for employee paid time off and expense savings for marketing initiatives, operating supplies and staff training.

Operating Expenses and Operating Income. Operating expenses decreased $175,000, or 3.8%, to $4,478,000 for the three months ended September 30, 2008, from $4,653,000 for the three months ended September 30, 2007.

This decrease is due primarily to a $350,000, or 19.1%, decrease in other selling, general, and administrative expenses reduced by a $175,000, or 6.3%, increase in salaries. The decrease in selling, general, and administrative expenses reflects prior year cost increases to evaluate and improve corporate governance and compliance procedures and non-recurring legal and business consulting costs. The increase in salaries expense primarily reflects annual wage increases and the expense increases related to our equity incentive performance program, reduced by lower stock based compensation costs.

Operating margin increased to 8.2% for the third quarter 2008, from 1.3% for the same period 2007. This increase is primarily due to improved gross margins for Fitness Management staffing services, improved gross margins for our Health Management segment, and the elimination of one-time, non-recurring expenses we incurred during the third quarter of 2007.

Other Income and Expense. Interest expense was inconsequential during the quarters ended September 30, 2008 and 2007, respectively.

Income Taxes. Income tax expense increased $458,000 to $651,000 for the three months ended September 30, 2008, from $193,000 for the same period last year. The increase is primarily due to higher operating income for the quarter ended September 30, 2008 as compared to same period of 2007, reduced by a prior year tax expense adjustment of $94,000 resulting from a change in estimated 2006 income taxes payable.

Our effective tax rate was 43.6% of earnings before income taxes for the third quarter of 2008, compared to 45% for the same period last year (excluding the prior year tax expense adjustment for the change in estimate for 2006

income taxes payable). Compared to a normal effective tax rate of 41%, our current effective tax rate is slightly higher due primarily to the non-deductibility of compensation expense for incentive stock options.

Net Earnings. As a result of the above, net earnings for the quarter ended September 30, 2008 increased approximately $824,000 to $841,000, compared to net earnings of $17,000 for the quarter ended September 30, 2007.

Results of Operations for the nine months ended September 30, 2008 compared to the nine months ended September 30, 2007.

Revenue. Revenue increased $5,293,000, or 10.4%, to $56,015,000 for the nine months ended September 30, 2008, from $50,722,000 for the nine months ended September 30, 2007.

Our Fitness Management segment declined $612,000, which included a decline in staffing services of $599,000 and a decline in program services of $13,000. This revenue decline is primarily due to contract terminations in 2007.

Our Health Management segment contributed total growth of $5,905,000, which includes growth of $1,800,000 from staffing services and growth of $4,105,000 from program services. Overall, the growth in staffing services revenue is attributable to new customers and the expansion of services to existing customers. The increase in program services revenue is primarily due to new and existing customers in the areas of biometric screening services, health coaching and advising services and eHealth platform participation.

During the first nine months of 2008, we received a total of 15 health management commitments and expanded services with two existing health management customers. In addition, we received two fitness management commitments and expanded services with four fitness management customers. Combined commitment and service-expansion activity for the first nine months of 2008 may realize annualized revenue of $6.1 million, to be partially offset by a potential annualized revenue loss of $1.7 million from contract cancellations.

Gross Profit. Gross profit increased $2,416,000, or 16.7%, to $16,866,000 for the nine months ended September 30, 2008, from $14,450,000 for the nine months ended September 30, 2007. Total gross margin increased to 30.1%, from 28.5% for the same period last year, which is primarily due to Health Management revenue representing a larger percentage of our total revenue.

Of this increase in gross profit, our Fitness Management segment increased $348,000, which includes an increase of $544,000 from staffing services and a decline of $196,000 from program services. Gross margin for our Fitness Management segment increased in the nine months ended September 30, 2008 to 24.1%, from 22.5% for the same period of 2007. This result is primarily due to a gross margin increase in staffing services, which increased to 23.3%, from 21.0% for the same period last year. Gross profit for program services decreased from 46.2% to 36.1%. The margin increase for staffing services is primarily due to lower costs for employee paid time off and medical benefits, in addition to expense savings for group classes and liability insurance. The margin decrease for program services is primarily due to higher costs to deliver site-based personal training and massage therapy services.

Our Health Management segment contributed gross profit growth of $2,068,000, which includes growth of $498,000 from staffing services and growth of $1,570,000 from program services. Gross margin for our Health Management segment declined in the first nine months from 38.4% to 37.6%. This result is due to a gross margin decrease for program services, which declined to 51.5%, from 58.9% in the same period last year, reduced by a gross margin increase for staffing services, which increased to 25.8%, from 25.5% in the same period last year. The gross margin increase for staffing services is primarily due to revenue growth and lower costs for employee paid time off and operating expense savings. The decrease in gross margin for program services is primarily due to the cost of additional screening and health coaching staff we hired in late 2007 to meet forecasted demand for these services. As we experience additional growth in program services revenue, we believe that margins will improve commensurately.

Operating Expenses and Operating Income. Operating expenses increased $1,202,000, or 9.3%, to $14,158,000 for the nine months ended September 30, 2008, from $12,956,000 for the nine months ended September 30, 2007.

This increase is due to a $1,130,000, or 14.4%, increase in salaries, and a $72,000, or 1.4%, increase in other selling, general and administrative expenses. These increases are primarily due to planned investments we made subsequent to the first quarter of 2007 to strengthen our management infrastructure in certain operating areas, including Research, Development and Outcomes, Information Technology and Account Services, in order to support our future revenue growth plans.

Operating margin increased to 4.8% for the nine months ended September 30, 2008, from 3.0% for the same period 2007. This increase is primarily due to health management revenue growth and improved margins on staffing services for both Health and Fitness management.

Other Income and Expense. Interest expense was inconsequential for the nine months ended September 30, 2008 and 2007, respectively.

Income Taxes. Income tax expense increased $392,000 to $1,159,000 for the nine months ended September 30, 2008, from $767,000 for the nine months ended September 30, 2007. The increase is primarily due to higher operating income for the first nine months of 2008 as compared to the same period last year, reduced by a prior year tax expense adjustment of $94,000 resulting from a change in estimated 2006 income taxes payable.

Our effective tax rate was 43% of earnings before income taxes for the first nine months of 2008, compared to 45% for the same period last year (excluding the prior year tax expense adjustment for the change in estimate for 2006 income taxes payable). Compared to a normal effective tax rate of 41%, our current effective tax rate is higher due primarily to the non-deductibility of compensation expense for incentive stock options.

Net Earnings. As a result of the above, net earnings for the nine months ended September 30, 2008 increased approximately $827,000 to $1,529,000, compared to net earnings of $702,000 for the nine months ended September 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital increased $438,000 to $8,898,000 for the nine months ended September 30, 2008, from $8,460,000 at December 31, 2007. This increase is primarily due to the effect of seasonal business growth reduced by $2.3 million of cash outlays to repurchase common shares outstanding in the three months ended June 30, 2008, as discussed previously in Note 6.

In addition to cash flows generated from operating activities, our other primary source of liquidity and working capital is provided by a $7,500,000 Credit Agreement with Wells Fargo Bank, N.A. (the “Wells Loan”). At our option, the Wells Loan bears interest at prime, or the one-month LIBOR plus a margin of 2.25% to 2.75% based upon our Senior Leverage Ratio (effective rate of 5.00% and 7.25% at September 30, 2008 and December 31, 2007, respectively). The availability of the Wells Loan decreases $250,000 on the last day of each calendar quarter (to a floor of $3,250,000), beginning September 30, 2003, and matures on September 30, 2009, as amended. Working capital advances from the Wells Loan are based upon a percentage of our eligible accounts receivable, less any amounts drawn and outstanding. The facility provided maximum borrowing capacity of $3,250,000 at September 30, 2008 and December 31, 2007, respectively. No debt was outstanding at September 30, 2008 and December 31, 2007. All borrowings are collateralized by substantially all of our assets. At September 30, 2008, we were in compliance with all of our financial covenants.

On a short and long-term basis, we believe that sources of capital to meet our obligations will be provided by cash generated through operations and the Wells Loan. We also believe that our current and available resources will enable us to finance our working capital needs without having to raise additional capital.

INFLATION

We do not believe that inflation has significantly impacted our results of operations in any of the last three completed fiscal years.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2008, the Company had no off-balance sheet arrangements or transactions with unconsolidated, limited purpose entities.

PRIVATE SECURITIES LITIGATION REFORM ACT

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Such “forward-looking” information is included in this Form 10-Q, including Item 2 of Part I, as well as in our Annual Report on Form 10-K for the year ended December 31, 2007 that was filed with the Securities and Exchange Commission, and in other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company).

Forward-looking statements include all statements based on future expectations and specifically include, among other things, our belief that margins will improve commensurately as we experience additional growth in program services revenue, statements relating to forecasted future demand of our screening and health coaching services, statements relating to our planned investments made to strengthen our management infrastructure in order to support our future revenue growth plans, our belief that sources of capital to meet our obligations will be provided by cash generated through operations and the Wells Loan, and our belief that our current and available resources will enable us to finance our working capital needs without having to raise additional capital, as well as statements regarding increasing revenue, improving margins, marketing efforts, competitive conditions, the effect of price competition and changes to the economy, the sufficiency of our liquidity and capital resources, and our share repurchase plan. In addition, the estimated annualized revenue value of our new and lost contracts is a forward looking statement, which is based upon an estimate of the anticipated annualized revenue to be realized or lost.

Such information should be used only as an indication of the activity we have recently experienced in our two business segments. These estimates, when considered together, should not be considered an indication of the total net, incremental revenue growth we expect to generate in any year, as actual net growth may differ from these estimates due to actual staffing levels, participation rates and contract duration, in addition to other revenue we may lose in the future due to contract termination. 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 “potential,” “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. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, our inability to deliver the health management services demanded by major corporations and other clients, the level of demand for our services, customer acceptance of higher service pricing, our inability to successfully cross-sell health management services to our fitness management clients, our inability to successfully obtain new business opportunities, our failure to have sufficient resources to make investments, our ability to make investments and implement strategies successfully, our ability to limit and manage expenses, continued delays in obtaining new commitments and implementing services, and those matters identified and discussed in Item 1A of the Company’s Form 10K for the year ended December 31, 2007 and Item 1A of Part II of this Form 10-Q under “Risk Factors.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to changes in U.S. and international interest rates. The company’s borrowings under the Wells Fargo Line of Credit bear interest at a variable rate. There were no borrowings outstanding under the Wells Fargo Line of Credit at September 30, 2008.

We have no history of, nor do we anticipate in the future, investing in derivative financial instruments, derivative commodity instruments or other such financial instruments. We invoice our Canadian customers in their local currency, and such transactions are considered immaterial in relation to our total billings. As a result, the exposure to foreign currency fluctuations and other market risks is not material.

ITEM 4. CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures. The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of September 30, 2008. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the Certifying Officers have concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2008 that may have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Item 3 (Legal Proceedings) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, including the important information in “Private Securities Litigation Reform Act,” you should carefully consider the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended December 31, 2007. Those factors, if they were to occur, could cause our actual results to differ materially from those expressed in our forward-looking statements in this report, and materially adversely affect our financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition and/or operating results. In addition, you should consider the following risk factor:

Economic conditions may adversely affect our business. Uncertainty about current global economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our services and programs. Economic difficulties in the credit markets and other economic conditions, such as a recession or the risk of a potential recession, may reduce the demand and/or the timing of purchases for our services and programs from customers and potential customers. A loss of a customer or a reduction in a current customer’s business could have a material adverse effect on our business and results of operations. Other factors that could influence demand from our customers and potential customers include continuing increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors. These and other economic factors could have a material adverse effect on demand for our services and programs and on our financial condition and operating results. The current financial turmoil affecting the banking system and financial markets and the possibility that financial institutions may consolidate or go out of business have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets. There could be a number of follow-on effects from the credit crisis on our business, including insolvency of key suppliers, inability of customers to obtain credit to finance purchases of our services and programs, and/or customer insolvencies. In addition, current economic conditions have created liquidity and credit constraints in the markets. Should the credit markets not improve in the near future, we cannot assure you that we would be able to secure additional financing if needed and, if such funds were available, whether the terms or conditions would be acceptable to us. Uncertainty about current global economic conditions could also continue to increase the volatility of our stock price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits – See Exhibit Index on page following signatures

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX
HEALTH FITNESS CORPORATION
FORM 10-Q

Exhibit No.		Description
**11.0		Statement re: Computation of Earnings per Share
**31.1		Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
**32.1		Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002