##### Table of Contents



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
 For the quarterly period ended June 30, 2009
 Commission File No. 000-25064
 
 
 
 HEALTH FITNESS CORPORATION
 (Exact name of registrant as specified in its charter)
 Minnesota
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    No. 41-1580506
(IRS Employer
Identification No.)
 1650 West 82nd Street, Bloomington, MN 55431  (Address of Principal Executive Offices)
 Registrants telephone number (952) 831-6830
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



Health Fitness Corporation
Consolidated Financial Statements
Table of Contents
 PAGEPART I. FINANCIAL INFORMATIONITEM 1. Consolidated Financial Statements (unaudited)Consolidated Balance Sheets as of June 30, 2009 and
December 31, 2008
    
    
    3Consolidated Statements of Operations for the three and six
months ended June 30, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows for the six
months ended June 30, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22ITEM 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATION
    
    
    22ITEM 1. Legal Proceedings
    
    
    22ITEM 1A. Risk Factors
    
    
    22ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23ITEM 3. Defaults Upon Senior Securities
    
    
    23ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    23ITEM 5. Other Matters
    
    
    23ITEM 6. Exhibits
    
    
    23Signatures
    
    
    24Exhibit Index
    
    
    25EX-11.0EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 HEALTH FITNESS CORPORATION
 
 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, 2009 AND DECEMBER 31, 2008
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash
    
    $
    4,689,079
    
    
    $
    1,300,620Trade and
other accounts receivable, less allowances of $308,200 and $317,600
    
    
    13,848,845
    
    
    
    16,306,197Inventory
    
    
    305,666
    
    
    
    347,510Prepaid expenses and other
    
    
    708,621
    
    
    
    354,257Deferred tax assets
    
    
    288,626
    
    
    
    288,626Total current assets
    
    
    19,840,837
    
    
    
    18,597,210PROPERTY AND EQUIPMENT, net
    
    
    1,193,507
    
    
    
    1,243,413OTHER ASSETSGoodwill
    
    
    14,546,250
    
    
    
    14,546,250Software technology, less accumulated amortization of $1,619,100
and $1,301,300
    
    
    2,137,540
    
    
    
    1,977,071Trademark, less accumulated amortization of $452,300 and $438,700
    
    
    40,800
    
    
    
    54,400Other intangible assets, less accumulated amortization of $349,500
and $313,600
    
    
    179,583
    
    
    
    215,500$
    37,938,517
    
    
    $
    36,633,844LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESTrade accounts payable
    
    $
    1,420,153
    
    
    $
    1,470,440Accrued salaries, wages, and payroll taxes
    
    
    3,008,662
    
    
    
    2,632,329Other accrued liabilities
    
    
    883,133
    
    
    
    1,664,710Accrued self funded insurance
    
    
    289,269
    
    
    
    310,511Deferred revenue
    
    
    1,754,197
    
    
    
    1,820,960Total current liabilities
    
    
    7,355,414
    
    
    
    7,898,950DEFERRED TAX LIABILITY
    
    
    751,769
    
    
    
    751,769LONG-TERM OBLIGATIONS
    
    
    
    
    
    
    COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYCommon stock, $0.01 par value; 25,000,000 shares authorized;
10,077,750 and 9,647,404
shares issued and outstanding at June 30, 2009 and December 31,
2008, respectively
    
    
    100,778
    
    
    
    96,474Additional paid-in capital
    
    
    28,740,589
    
    
    
    28,263,803Accumulated comprehensive loss from foreign currency translation
    
    
    (76,355
    )
    
    
    (83,835
    )Retained earnings (accumulated deficit)
    
    
    1,066,322
    
    
    
    (293,317
    )29,831,334
    
    
    
    27,983,125$
    37,938,517
    
    
    $
    36,633,844
  3




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##### Table of Contents



HEALTH FITNESS CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUE
    
    $
    18,780,909
    
    
    $
    18,815,458
    
    
    $
    37,988,139
    
    
    $
    37,518,125COSTS OF REVENUE
    
    
    13,168,278
    
    
    
    13,278,965
    
    
    
    26,084,284
    
    
    
    26,639,367GROSS PROFIT
    
    
    5,612,631
    
    
    
    5,536,493
    
    
    
    11,903,855
    
    
    
    10,878,758OPERATING EXPENSESSalaries
    
    
    3,172,648
    
    
    
    3,026,310
    
    
    
    6,116,403
    
    
    
    5,998,687Other selling, general and administrative
    
    
    1,781,319
    
    
    
    1,832,102
    
    
    
    3,404,848
    
    
    
    3,595,767Amortization of trademarks and other intangible assets
    
    
    24,759
    
    
    
    42,770
    
    
    
    49,517
    
    
    
    85,540Total operating expenses
    
    
    4,978,726
    
    
    
    4,901,182
    
    
    
    9,570,768
    
    
    
    9,679,994OPERATING INCOME
    
    
    633,905
    
    
    
    635,311
    
    
    
    2,333,087
    
    
    
    1,198,764OTHER INCOME (EXPENSE)Interest expense
    
    
    
    
    
    
    (3,208
    )
    
    
    
    
    
    
    (4,131
    )Other, net
    
    
    556
    
    
    
    (1,211
    )
    
    
    1,527
    
    
    
    1,074EARNINGS BEFORE INCOME TAX EXPENSE
    
    
    634,461
    
    
    
    630,892
    
    
    
    2,334,614
    
    
    
    1,195,707INCOME TAX EXPENSE
    
    
    278,010
    
    
    
    268,192
    
    
    
    974,975
    
    
    
    508,295NET EARNINGS
    
    $
    356,451
    
    
    $
    362,700
    
    
    $
    1,359,639
    
    
    $
    687,412NET EARNINGS PER COMMON SHARE:Basic
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.07Diluted
    
    
    0.04
    
    
    
    0.04
    
    
    
    0.13
    
    
    
    0.07WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic
    
    
    9,722,328
    
    
    
    9,863,977
    
    
    
    9,695,135
    
    
    
    9,953,124Diluted
    
    
    10,137,907
    
    
    
    9,992,369
    
    
    
    10,071,685
    
    
    
    10,140,886
  4




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##### Table of Contents



HEALTH FITNESS CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Six Months EndedJune 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    1,359,639
    
    
    $
    687,412Adjustment to reconcile net earnings
to net cash provided by operating activities:Common stock issued for Board of Directors compensation
    
    
    2,159
    
    
    
    Stock-based compensation
    
    
    335,406
    
    
    
    411,973Depreciation and amortization
    
    
    564,679
    
    
    
    549,608Change in assets and liabilities:Trade and other accounts receivable
    
    
    2,457,352
    
    
    
    1,116,229Inventory
    
    
    41,844
    
    
    
    (20,326
    )Prepaid expenses and other
    
    
    (354,364
    )
    
    
    (246,994
    )Other assets
    
    
    
    
    
    
    8,406Trade accounts payable
    
    
    (42,807
    )
    
    
    (1,110,435
    )Accrued liabilities and other
    
    
    (426,486
    )
    
    
    (844,272
    )Deferred revenue
    
    
    (66,763
    )
    
    
    (422,771
    )Net cash provided by operating activities
    
    
    3,870,659
    
    
    
    128,830CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (147,442
    )
    
    
    (139,234
    )Capitalized software development costs
    
    
    (478,283
    )
    
    
    (308,683
    )Net cash used in investing activities
    
    
    (625,725
    )
    
    
    (447,917
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under line of credit
    
    
    
    
    
    
    3,003,110Repayments under line of credit
    
    
    
    
    
    
    (2,363,042
    )Repurchase of common stock
    
    
    
    
    
    
    (2,354,923
    )Proceeds from the issuance of common stock
    
    
    92,463
    
    
    
    92,206Proceeds from the exercise of stock options
    
    
    51,062
    
    
    
    197,429Net cash provided by (used in) financing activities
    
    
    143,525
    
    
    
    (1,425,220
    )NET INCREASE (DECREASE) IN CASH
    
    
    3,388,459
    
    
    
    (1,744,307
    )CASH AT BEGINNING OF PERIOD
    
    
    1,300,620
    
    
    
    1,946,028CASH AT END OF PERIOD
    
    $
    4,689,079
    
    
    $
    201,721SUPPLEMENTAL CASH FLOW DISCLOSURESSupplemental cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    4,132Cash paid for taxes
    
    
    716,460
    
    
    
    720,958
  5




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HEALTH FITNESS CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    nd www.hfit.com
     Consolidation
 Cash
 6




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##### Table of Contents



Trade and Other Accounts Receivable
 Inventories 
 Property and Equipment
 Software Development Costs
   7




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##### Table of Contents



Goodwill
     Intangible Assets
 Accrued Self-Funded Insurance
 Revenue Recognition 
    8




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##### Table of Contents



Advertising
 Comprehensive Income
 Net Earnings Per Common Share
 Stock-Based Compensation
 Fair Values of Financial Instruments 
 Income Taxes
 Use of Estimates
 Subsequent Events 
 9




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,Segment Data:
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUE:Fitness ManagementStaffing Services
    
    $
    9,272,101
    
    
    $
    9,836,999
    
    
    $
    18,474,233
    
    
    $
    19,543,346Program Services
    
    
    672,746
    
    
    
    649,720
    
    
    
    1,236,526
    
    
    
    1,269,4799,944,847
    
    
    
    10,486,719
    
    
    
    19,710,759
    
    
    
    20,812,825Health ManagementStaffing Services
    
    
    4,649,756
    
    
    
    4,569,055
    
    
    
    9,191,790
    
    
    
    8,864,799Program Services
    
    
    4,186,306
    
    
    
    3,759,684
    
    
    
    9,085,590
    
    
    
    7,840,5018,836,062
    
    
    
    8,328,739
    
    
    
    18,277,380
    
    
    
    16,705,300Total RevenueStaffing Services
    
    
    13,921,857
    
    
    
    14,406,054
    
    
    
    27,666,023
    
    
    
    28,408,145Program Services
    
    
    4,859,052
    
    
    
    4,409,404
    
    
    
    10,322,116
    
    
    
    9,109,980$
    18,780,909
    
    
    $
    18,815,458
    
    
    $
    37,988,139
    
    
    $
    37,518,125GROSS PROFIT:Fitness ManagementStaffing Services
    
    
    2,115,497
    
    
    
    2,350,240
    
    
    
    4,255,271
    
    
    
    4,466,110Program Services
    
    
    287,766
    
    
    
    235,661
    
    
    
    511,168
    
    
    
    472,7062,403,263
    
    
    
    2,585,901
    
    
    
    4,766,439
    
    
    
    4,938,816Health ManagementStaffing Services
    
    
    1,022,882
    
    
    
    1,237,896
    
    
    
    2,163,291
    
    
    
    2,176,803Program Services
    
    
    2,186,486
    
    
    
    1,712,696
    
    
    
    4,974,125
    
    
    
    3,763,1393,209,368
    
    
    
    2,950,592
    
    
    
    7,137,416
    
    
    
    5,939,942Total Gross ProfitStaffing Services
    
    
    3,138,379
    
    
    
    3,588,136
    
    
    
    6,418,562
    
    
    
    6,642,913Program Services
    
    
    2,474,252
    
    
    
    1,948,357
    
    
    
    5,485,293
    
    
    
    4,235,845$
    5,612,631
    
    
    $
    5,536,493
    
    
    $
    11,903,855
    
    
    $
    10,878,758
   10




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##### Table of Contents



.
  RetainedAdditional
    
    
    Accumulated
    
    
    Earnings
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    (Accumulated
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Deficit)
    
    
    Equity
    
    
    IncomeBALANCE AT DECEMBER 31, 2008
    
    
    9,647,404
    
    
    $
    96,474
    
    
    $
    28,263,803
    
    
    $
    (83,835
    )
    
    $
    (293,317
    )
    
    $
    27,983,125Issuance of common stock through stock
purchase plan
    
    
    44,646
    
    
    
    446
    
    
    
    92,017
    
    
    
    
    
    
    
    
    
    
    
    92,463Redemption of common stock for option
exercises
    
    
    (6,295
    )
    
    
    (63
    )
    
    
    (13,470
    )
    
    
    
    
    
    
    
    
    
    
    (13,533
    )Issuance of common stock for option
exercises
    
    
    64,650
    
    
    
    647
    
    
    
    63,949
    
    
    
    
    
    
    
    
    
    
    
    64,596Issuance of common stock for executive
compensation
    
    
    35,914
    
    
    
    455
    
    
    
    24,731
    
    
    
    
    
    
    
    
    
    
    
    25,186Issuance of common stock for board of
directors compensation
    
    
    10,000
    
    
    
    5
    
    
    
    2,154
    
    
    
    
    
    
    
    
    
    
    
    2,159Executive equity compensation program
    
    
    281,431
    
    
    
    2,814
    
    
    
    121,277
    
    
    
    
    
    
    
    
    
    
    
    124,091Stock option compensation
    
    
    
    
    
    
    
    
    
    
    186,128
    
    
    
    
    
    
    
    
    
    
    
    186,128Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,359,639
    
    
    
    1,359,639
    
    
    $
    1,359,639Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,480
    
    
    
    
    
    
    
    7,480
    
    
    
    7,480Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,367,119BALANCE AT JUNE 30, 2009
    
    
    10,077,750
    
    
    $
    100,778
    
    
    $
    28,740,589
    
    
    $
    (76,355
    )
    
    $
    1,066,322
    
    
    $
    29,831,334
 Stock Options
    11




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##### Table of Contents



Options Outstanding
    
    
    
    
    
    Options ExercisableWeighted Average
    
    Weighted
    
    
    
    
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    AverageRange of
    
    Number
    
    Contractual Life
    
    Exercise
    
    Number
    
    ExerciseExercise Prices
    
    Outstanding
    
    In Years
    
    Price
    
    Exercisable
    
    Price$0.94 - $1.77
    
    
    76,000
    
    
    
    5.29
    
    
    $
    0.28
    
    
    
    17,500
    
    
    $
    1.201.90 - 2.50
    
    
    83,850
    
    
    
    2.35
    
    
    
    3.67
    
    
    
    58,850
    
    
    
    2.412.52 - 4.54
    
    
    308,050
    
    
    
    4.06
    
    
    
    3.91
    
    
    
    295,550
    
    
    
    3.914.56 - 6.10
    
    
    645,250
    
    
    
    3.76
    
    
    
    5.37
    
    
    
    368,188
    
    
    
    5.411,113,150
    
    
    
    3.84
    
    
    $
    4.49
    
    
    
    740,088
    
    
    $
    4.47
  Three Months EndedJune 30,2009
    
    2008Risk-free interest rate
    
    
    1.49
    %
    
    
    2.92
    %Expected volatility
    
    
    47.5
    %
    
    
    37.4
    %Expected life (in years)
    
    
    3.0
    
    
    
    3.0Dividend yield
    
    
    
    
    
    
    Forfeitures
    
    
    13.0
    %
    
    
    0.0
    %
  Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    Aggregate
    
    
    AverageExercise
    
    
    Intrinsic
    
    
    RemainingOptions
    
    
    Price
    
    
    Value
    
    
    TermOutstanding at December 31, 2008
    
    
    1,055,550
    
    
    $
    4.43Granted
    
    
    126,000
    
    
    
    3.09Exercised
    
    
    (64,650
    )
    
    
    1.90Canceled/Forfeited
    
    
    (3,750
    )
    
    
    1.00Outstanding at June 30, 2009
    
    
    1,113,150
    
    
    $
    4.49
    
    
    $
    1,904,445
    
    
    
    3.59Exercisable at June 30, 2009
    
    
    740,088
    
    
    $
    4.47
    
    
    $
    1,277,764
    
    
    
    3.19
 Restricted Stock
  12




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##### Table of Contents



Employee Stock Purchase Plan
 Equity Incentive Plan
 Common Stock Repurchase Plan
 13




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##### Table of Contents



Reverse Stock Split
 .
 Legal Proceedings
 Automotive
Bankruptcies
 
 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, 2008 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.
 14




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES
  BUSINESS DESCRIPTION
   RESULTS OF OPERATIONS
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUE
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %COSTS OF REVENUE
    
    
    70.1
    %
    
    
    70.6
    %
    
    
    68.7
    %
    
    
    71.0
    %GROSS PROFIT
    
    
    29.9
    %
    
    
    29.4
    %
    
    
    31.3
    %
    
    
    29.0
    %OPERATING EXPENSESSalaries
    
    
    16.9
    %
    
    
    16.1
    %
    
    
    16.1
    %
    
    
    16.0
    %Other selling, general and administrative
    
    
    9.5
    %
    
    
    9.8
    %
    
    
    9.0
    %
    
    
    9.6
    %Amortization of acquired intangible assets
    
    
    0.1
    %
    
    
    0.2
    %
    
    
    0.1
    %
    
    
    0.2
    %Total operating expenses
    
    
    26.5
    %
    
    
    26.1
    %
    
    
    25.2
    %
    
    
    25.8
    %OPERATING INCOME
    
    
    3.4
    %
    
    
    3.3
    %
    
    
    6.1
    %
    
    
    3.2
    %OTHER INCOME (EXPENSE)
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %EARNINGS BEFORE INCOME TAXES
    
    
    3.4
    %
    
    
    3.3
    %
    
    
    6.1
    %
    
    
    3.2
    %INCOME TAX EXPENSE
    
    
    1.5
    %
    
    
    1.4
    %
    
    
    2.6
    %
    
    
    1.4
    %NET EARNINGS
    
    
    1.9
    %
    
    
    1.9
    %
    
    
    3.5
    %
    
    
    1.8
    %
 Results of Operations for the quarter ended June 30, 2009 compared to the quarter ended June
30, 2008.
 Revenue.
 Fitness Management
 .
 15




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##### Table of Contents



Health Management
  2009 Customer Commitments and Cancellations
  Gross Profit.
 Fitness Management
  Health Management
  Operating Expenses and Operating Income.
 16




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##### Table of Contents



Other Income and Expense.
 Income Taxes.
  Net Earnings.
 Results of Operations for the six months ended June 30, 2009 compared to the six months ended June
30, 2008.
 Revenue.
 Fitness Management
 .
   17




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##### Table of Contents



Health Management
   2009 Customer Commitments and Cancellations
  Gross Profit.
 Fitness Management
  18




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##### Table of Contents



Health Management
   Operating Expenses and Operating Income.
   Other Income and Expense.
 Income Taxes.
  Net Earnings.
 LIQUIDITY AND CAPITAL RESOURCES
   19




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##### Table of Contents



INFLATION
  OFF-BALANCE SHEET ARRANGEMENTS
  20




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##### Table of Contents



PRIVATE SECURITIES LITIGATION REFORM ACT
   21




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##### Table of Contents



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   
 PART II.  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  22




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##### Table of Contents



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 (a)
    
    The Annual Meeting of the Companys shareholders was held on Wednesday, May 27, 2009.(b)
    
    Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934. There was no solicitation in opposition to managements
nominees, and the shareholders elected the following persons as directors of the Company to
serve until the next annual meeting of shareholders:
 Nominee
    
    Number of Votes For
    
    Number of Votes WithheldDavid F. Durenberger
    
    
    8,728,211
    
    
    
    79,828K. James Ehlen, M.D.
    
    
    8,721,736
    
    
    
    86,303Linda Hall Keller
    
    
    8,729,236
    
    
    
    78,803Gregg O. Lehman
    
    
    8,728,306
    
    
    
    79,733Robert J. Marzec
    
    
    8,729,236
    
    
    
    78,803John C. Penn
    
    
    8,729,236
    
    
    
    78,803Curtis M. Selquist
    
    
    8,729,236
    
    
    
    78,803Mark W. Sheffert
    
    
    8,721,736
    
    
    
    86,303Rodney A. Young
    
    
    8,729,236
    
    
    
    78,803
 (c)
    
    By a vote of 8,221,529 shares in favor, 579,457 shares opposed, 7,053 shares abstaining, and
0 shares represented by broker nonvotes, the shareholders ratified the selection of Grant
Thornton LLP as the Companys independent auditor for the current fiscal year.(d)
    
    By a vote of 5,200,867 shares in favor, 333,658 shares opposed, 27,035 shares abstaining, and
3,246,479 shares represented by broker nonvotes, the shareholders approved a 200,000 share
increase in the number of shares reserved for the Companys 1995 Employee Stock Purchase Plan.
 
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 (a)
    
    Exhibits  See Exhibit Index on page following signatures
 23




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##### Table of Contents



SIGNATURES
  Dated:  August 13, 2009
    HEALTH FITNESS CORPORATIONBy
    /s/ Gregg O. LehmanGregg O. LehmanPresident and Chief Executive Officer
(Principal Executive Officer)By
    /s/ Wesley W. WinnekinsWesley W. WinnekinsChief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) 24




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##### Table of Contents



Exhibit No.
    
    Description*10.1
    
    
    1995 Employee Stock Purchase Plan, as amended  incorporated
by reference to Exhibit 10.1 to our Form 8-K dated May 27,
2009**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
 
 *
    
    Indicates management contract or compensatory plan or arrangement**
    
    Filed herewith 25