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Health Fitness Announces Non-Cash Adjustment and Restatement of 2006 Equity Investment Transaction Resulting in Delay for Filing Third Quarter Form 10-Q
Date:11/15/2007

MINNEAPOLIS, Nov. 15 /PRNewswire-FirstCall/ -- Health Fitness Corporation today announced that its Audit Committee has determined, after consultation with Management and the Company's external auditors, that a deemed dividend of $1,576,454 to preferred shareholders should have been reflected in the Company's financial statements by recording a reduction to net earnings applicable to common shareholders in the consolidated statement of operations for the quarter ended March 31, 2006, with a corresponding increase being recorded to additional paid in capital in the consolidated balance sheet as of March 31, 2006. This deemed dividend is a one-time non-cash adjustment arising from the automatic conversion of the Company's Series B Preferred stock to common stock on March 10, 2006. This restatement will result in no change to total net earnings or to total stockholders' equity and will not affect the Company's statements of operations for the three and nine months ended September 30, 2007 as previously reported.

Accordingly, the Company's financial statements contained in Form 10-K for the year ended December 31, 2006, and in all filings, reports and press releases relating thereto, and in the Company's earnings release on November 5, 2007, and in all filings and reports relating thereto, should no longer be relied upon and will be restated to properly reflect the foregoing deemed dividend.

The Company also announced that it is delaying the filing of its Form 10-Q for the 3rd Quarter of 2007 in order to complete this restatement process. The determination to restate these financial statements results from comments the Company received in a letter from the Securities and Exchange Commission (the "SEC") following the SEC's routine review of the Company's Form 10-K for the year ended December 31, 2006. The Company is in the process of resolving other comments that were addressed in the SEC's letter.

The Audit Committee has determined that, despite
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SOURCE Health Fitness Corporation
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