# UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-Q

# QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark
One)

ý
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
          of 1934

# For the quarterly
period ended September 30, 2003.

# or

o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

# For the transition
period from ________________ to__________________

# Commission File No.
0-22701

# GEVITY HR, INC.(Exact Name of
Registrant as Specified in Its Charter)

|Florida
(State or other jurisdiction of incorporation or
organization)             |  | 65-0735612
(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------- |  | -----------------------------------------------
|                                                                                   |  |                                                
|600 301 Blvd West, Suite 202
Bradenton, FL
Address of principal executive
offices) |  | 34205
(Zip Code)                               

# (Registrants
Telephone Number, Including Area Code): (941) 741-4300

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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.

Yesý    No
o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

Yesý    No
o

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the last
practicable date.

|Class of common stock     |  | Outstanding as of November 7, 2003
|------------------------- |  | ----------------------------------
|Par value $0.01 per share |  | 18,995,408                        




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# TABLE OF CONTENTS

|        |  |                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                              
|PART I  |  | FINANCIAL INFORMATION                                                                                                        
|        |  | ITEM 1. Financial Statements                                                                                                 
|        |  | Condensed Consolidated Statements of Income for the three and nine months ended       September 30, 2003 and 2002 (unaudited)
|        |  | Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 (unaudited)                             
|        |  | Condensed Consolidated Statements of Cash Flows for the nine months ended       September 30, 2003 and 2002 (unaudited)      
|        |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                             
|        |  | ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                                
|        |  | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                                                           
|        |  | ITEM 4. Controls and Procedures                                                                                              
|PART II |  | OTHER INFORMATION                                                                                                            
|        |  | ITEM 1. Legal Proceedings                                                                                                    
|        |  | ITEM 5. Other Information                                                                                                    
|        |  | ITEM 6. Exhibits and Reports on Form 8-K                                                                                     
|        |  | SIGNATURE                                                                                                                    

2


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# PART I. FINANCIAL INFORMATION

# Item 1. Financial Statements

# GEVITY HR, INC. AND
SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME UNAUDITED (in $000s except
share and per share data)

|                                                 | FOR THE THREE MONTHSENDED
SEPTEMBER 30, | FOR THE NINE MONTHSENDED
SEPTEMBER 30,
|------------------------------------------------ | --------------------------------------- | --------------------------------------
|
|Revenues                                         |                                         |                                       
|Cost of services                                 |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Gross profit                                     |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Operating expenses:                              |                                         |                                       
|Salaries, wages and commissions                  |                                         |                                       
|Other general and administrative                 |                                         |                                       
|Depreciation and amortization                    |                                         |                                       
|                                                 |                                         |                                       
|Total operating expenses                         |                                         |                                       
|                                                 |                                         |                                       
|Operating income                                 |                                         |                                       
|Interest income, net                             |                                         |                                       
|Other non-operating (expense) income, net        |                                         |                                       
|                                                 |                                         |                                       
|Income before income taxes                       |                                         |                                       
|Income tax provision                             |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Net income                                       |                                         |                                       
|Non-cash charges attributable to beneficial      |                                         |                                       
|conversion feature and accretion of redemption   |                                         |                                       
|value of convertible, redeemable preferred stock |                                         |                                       
|                                                 |                                         |                                       
|Preferred stock dividend                         |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Net income attributable to common shareholders   |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Net income per common share                      |                                         |                                       
|- Basic                                          |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|- Diluted                                        |                                         |                                       
|                                                 |                                         |                                       
|                                                 |                                         |                                       
|Weighted average common shares outstanding       |                                         |                                       
|- Basic                                          |                                         |                                       
|- Diluted                                        |                                         |                                       

See notes to condensed consolidated financial statements.

3


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# GEVITY HR, INC. AND
SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED (in $000s, except
share and per share data)

|                                                                                      | September 30,
2003 | December 31,
2002
|------------------------------------------------------------------------------------- | ------------------ | -----------------
|ASSETS                                                                                |                    |                  
|Current assets:                                                                       |                    |                  
|Cash and cash equivalents                                                             |                    |                  
|Certificates of deposit - restricted                                                  |                    |                  
|Marketable securities - restricted                                                    |                    |                  
|Accounts receivable, net                                                              |                    |                  
|Deferred tax asset                                                                    |                    |                  
|Other current assets                                                                  |                    |                  
|                                                                                      |                    |                  
|Total current assets                                                                  |                    |                  
|Property and equipment, net                                                           |                    |                  
|Goodwill                                                                              |                    |                  
|Workers' compensation receivable                                                      |                    |                  
|Long-term marketable securities - restricted                                          |                    |                  
|Deferred tax asset                                                                    |                    |                  
|Other assets                                                                          |                    |                  
|                                                                                      |                    |                  
|Total assets                                                                          |                    |                  
|                                                                                      |                    |                  
|LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED        STOCK AND SHAREHOLDERS'   EQUITY |                    |                  
|                                                                                      |                    |                  
|Current liabilities:                                                                  |                    |                  
|Accrued insurance premiums, health and                                                |                    |                  
|workers' compensation insurance reserves                                              |                    |                  
|Accrued payroll and payroll taxes                                                     |                    |                  
|Accounts payable and other accrued liabilities                                        |                    |                  
|Income taxes payable                                                                  |                    |                  
|Customer deposits and prepayments                                                     |                    |                  
|Dividends payable                                                                     |                    |                  
|                                                                                      |                    |                  
|Total current liabilities                                                             |                    |                  
|Long-term accrued health and workers' compensation insurance reserves                 |                    |                  
|Deferred tax liability                                                                |                    |                  
|Other long-term liabilities                                                           |                    |                  
|                                                                                      |                    |                  
|                                                                                      |                    |                  
|Total liabilities                                                                     |                    |                  
|Commitments and contingencies (see notes)                                             |                    |                  
|Series A convertible, redeemable preferred stock, $0.01 par value,                    |                    |                  
|($30,000 liquidation preference) 30,000 shares authorized, issued and                 |                    |                  
|outstanding as of September 30, 2003                                                  |                    |                  
|Shareholders' equity:                                                                 |                    |                  
|Common stock, $.01 par value                                                          |                    |                  
|Shares authorized: 100,000,000                                                        |                    |                  
|Shares issued and outstanding:                                                        |                    |                  
|September 30, 2003 - 22,010,364                                                       |                    |                  
|December 31, 2002 - 20,810,557                                                        |                    |                  
|Additional paid in capital                                                            |                    |                  
|Retained earnings                                                                     |                    |                  
|Treasury Stock (3,062,751 and 50,517 shares at cost, respectively)                    |                    |                  
|Accumulated other comprehensive (loss) income                                         |                    |                  
|                                                                                      |                    |                  
|                                                                                      |                    |                  
|Total shareholders' equity                                                            |                    |                  
|                                                                                      |                    |                  
|                                                                                      |                    |                  
|Total liabilities, convertible redeemable preferred                                   |                    |                  
|stock and shareholders' equity                                                        |                    |                  
|                                                                                      |                    |                  
|                                                                                      |                    |                  

See notes to condensed consolidated financial statements.

4


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# GEVITY HR, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS UNAUDITED (in $000s)

|                                                                                  | For the nine months ended
September 30,
|--------------------------------------------------------------------------------- | ---------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |                                        
|Net income                                                                        |                                        
|Adjustments to reconcile net income to net cash provided by operating activities: |                                        
|Depreciation and amortization                                                     |                                        
|Deferred tax provision (benefit), net                                             |                                        
|Provision for bad debts                                                           |                                        
|Other                                                                             |                                        
|Changes in operating working capital:                                             |                                        
|Accounts receivable, net                                                          |                                        
|Other current assets                                                              |                                        
|Workers' compensation receivable                                                  |                                        
|Other assets                                                                      |                                        
|Accrued insurance premiums, health and workers'                                   |                                        
|compensation insurance reserves                                                   |                                        
|Accrued payroll and payroll taxes                                                 |                                        
|Accounts payable and other accrued liabilities                                    |                                        
|Income taxes payable                                                              |                                        
|Customer deposits and prepayments                                                 |                                        
|Health and workers' compensation reserves -long-term                              |                                        
|Other long-term liabilities                                                       |                                        
|                                                                                  |                                        
|Net cash provided by operating activities                                         |                                        
|                                                                                  |                                        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |                                        
|Purchases of marketable securities and certificates of deposit                    |                                        
|Maturities of marketable securities and certificates of deposit                   |                                        
|Capital expenditures                                                              |                                        
|                                                                                  |                                        
|Net cash used in investing activities                                             |                                        
|                                                                                  |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |                                        
|Payment of cash dividends to common shareholders                                  |                                        
|Proceeds from issuance of Series A Convertible,                                   |                                        
|Redeemable Preferred Stock, net of issuance costs                                 |                                        
|Purchase of treasury stock                                                        |                                        
|Proceeds from issuance of common shares                                           |                                        
|                                                                                  |                                        
|Net cash provided by (used in) financing activities                               |                                        
|                                                                                  |                                        
|Net increase (decrease) in cash and cash equivalents                              |                                        
|Cash and cash equivalents - beginning of period                                   |                                        
|                                                                                  |                                        
|Cash and cash equivalents - end of period                                         |                                        
|                                                                                  |                                        
|Supplemental disclosure of cash flow information:                                 |                                        
|Income taxes paid                                                                 |                                        
|                                                                                  |                                        
|                                                                                  |                                        
|                                                                                  |                                        

See notes to condensed consolidated financial statements.

5


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# GEVITY HR, INC. AND
SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(in $000s,
except share and per share data)

1. GENERAL

The accompanying
unaudited condensed consolidated financial statements of Gevity HR, Inc., and its
subsidiaries (the Company or Gevity) have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q. These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto for the year ended December 31, 2002, included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2002, filed with
the Securities and Exchange Commission (the Form 10-K). The financial
information furnished reflects all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim periods
presented.

Gevity
is a leading United States provider of human capital management solutions. The Company
offers its clients, which are typically small to medium-sized businesses with between five
and one hundred employees, a broad range of products and services that provide a complete
solution for the clients human resources (HR) outsourcing needs. The
Companys products and services include providing clients assistance with finding the
right employees for their business, developing their people, retaining the best employees,
managing employee related paperwork and protecting their business by providing guidance on
human resource policies, practices and regulatory compliance. The Companys services
are designed to improve the productivity and profitability of its clients businesses
by allowing managers of those businesses to focus on revenue producing activities by
relieving them of the time consuming and complex burdens associated with employee
administration. As of September 30, 2003, the Company served 6,131 clients, as measured by
individual client Federal Employer Identification Numbers (FEIN), with 88,100
active worksite employees, and maintained offices in Alabama, Arizona, California,
Colorado, Florida, Georgia, Minnesota, New York, North Carolina, Tennessee and Texas.

In
order to utilize the Companys products and services, a client transfers certain
employment-related risks and liabilities to the Company and retains other risks and
liabilities. In this context, the client and the Company are each viewed as and become a
co-employer of the clients worksite employees. In this regard, the
Company is a licensed Professional Employer Organization (PEO).

As
a co-employer, employment-related liabilities are contractually allocated between the
Company and the client under a written Professional Services Agreement. Under the
Professional Services Agreement, the Company assumes responsibility for, and manages the
risks associated with, each clients worksite employee payroll obligations, including
the liability for payment of salaries and wages (including payroll taxes) to each worksite
employee and, at the clients option, responsibility for providing group health,
welfare, and retirement benefits to such individuals. These obligations of the Company are
fixed, whether or not the client makes timely payment of the associated service fee. In
this regard, it is important to understand that, unlike payroll processing service
providers, the Company issues to each of the clients worksite employees Company
payroll checks drawn on the Companys bank accounts. The Company also reports and
remits all required employment information and taxes to the Internal Revenue Service
(IRS) and issues a Federal Form W-2 to each worksite employee under the
appropriate Company FEIN. The Company assumes the responsibility for compliance with those
employment-related governmental regulations that can be effectively managed away from the
clients worksite. The Company provides workers compensation insurance coverage
to each worksite employee under the Companys master insurance policy. The client, on
the other hand, contractually retains the general day-to-day responsibility to direct,
control, hire, terminate and manage each of the clients worksite employees. The
worksite employee services are performed for the exclusive benefit of the clients
business. The client also remains responsible for compliance with those employment-related
governmental regulations that are more closely related to the day-to-day management of
worksite employees.

6


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The
Company charges its clients a service fee that is designed to yield a profit to the
Company and to cover the cost of certain employment-related taxes, workers
compensation insurance coverage and administrative and field services provided by the
Company to the client. The component of the service fee related to administration varies
according to the size of the client, the amount and frequency of the payroll payments and
the method of delivery of such payments. The component of the service fee related to
workers compensation and unemployment insurance is based, in part, on the
clients historical claims experience. In addition, the client may choose to offer
certain health, welfare and retirement benefits to its worksite employees. In addition to
the service fee and costs of selected benefit plans, billings to each client also include
the wages and other employment related taxes of each worksite employee. The gross billings
are invoiced at the time that each periodic payroll is delivered to the client.

The
Company contracts with a licensed insurance carrier to provide workers compensation
insurance coverage for its worksite employees. As of January 1, 2003, member insurance
companies of American International Group, Inc. (AIG) provide such insurance.
In 2002, CNA Financial Corporation (CNA) was the provider of such insurance.
The Company pays the premiums for this coverage and passes along to its clients some or
all of the costs attributable to the coverage for their respective worksite employees. The
Company does not act as an insurance company and is not licensed in any state as an
insurance company. However, as part of managing its workers compensation programs,
in 2003, the Company began to operate a wholly-owned Bermuda-based insurance company. The
Company does assume certain workers compensation risk as a result of providing its
services. For a more detailed analysis, see Note 4 Workers Compensation
Receivable and Note 6 Workers Compensation Liability From Prior CNA Programs.

The
Company has an incentive to minimize its workers compensation and unemployment tax
costs because the Company bears the risk that its actual costs will exceed those billed to
clients, and conversely, the Company profits on these components of its service offerings
in the event that it effectively manages such costs.

The
Companys operations are currently conducted through a number of wholly-owned limited
partnerships and wholly-owned limited liability companies. The consolidated operations of
the Company exclude intercompany accounts and transactions that have been eliminated in
consolidation. Certain reclassifications have been made to the 2002 condensed consolidated
financial statements to conform to the current period condensed presentation.

The
Company also provides HR products and services on a limited basis to small and
medium-sized businesses without entering into a co-employer relationship. These products
and services range from basic payroll processing to payroll processing and HR management
solutions that include most of the Companys product offerings. These services have
not been actively marketed to new clients and revenues generated from such services are
not significant.

Revenue Recognition

The
gross billings that the Company charges its clients under its Professional Services
Agreement include each worksite employees gross wages, a service fee and, to the
extent elected by the clients, health and welfare benefit plan costs. The Companys
service fee, which is computed as a percentage of gross wages, is intended to yield a
profit to the Company and cover the cost of certain employment-related taxes,
workers compensation insurance coverage, and administrative and field services
provided by the Company to the client, including payroll administration and record
keeping, as well as safety, human resources, and regulatory compliance consultation. The
component of the service fee related to administration varies, in part, according to the
size of the client, the amount and frequency of payroll payments and the method of
delivery of such payments. The component of the service fee related to workers
compensation and unemployment insurance is based, in part, on the clients historical
claims experience. All charges by the Company are invoiced along with each periodic
payroll delivered to the client.

7


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Historically,
the Company reported the full amount of its gross billings, including the portion that
represents the gross salaries and wages of its worksite employees, as revenue. As
described below, the Company changed from gross revenue reporting to net revenue reporting
for worksite employee salaries, wages and certain payroll related taxes effective for the
fourth quarter of 2002.

The
Company reports revenues from service fees in accordance with Emerging Issues Task Force
(EITF) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
Agent. The Company reports as revenues, on a gross basis, the total amount billed to
clients for service fees, health and welfare benefit plan fees, workers compensation
and unemployment insurance fees. The Company reports revenues on a gross basis for these
fees because the Company is the primary obligor and deemed to be the principal in these
transactions under EITF No. 99-19. The Company now reports revenues on a net basis for the
amount billed to clients for worksite employee salaries, wages and certain payroll-related
taxes less amounts paid to worksite employees and taxing authorities for these salaries,
wages and taxes. The Company accounts for its revenues using the accrual method of
accounting. Under the accrual method of accounting, the Company recognizes its revenues in
the period in which the worksite employee performs work. The Company accrues revenues for
service fees, health and welfare benefits plan fees, workers compensation and
unemployment insurance fees relating to work performed by worksite employees but unpaid at
the end of each period. The Company accrues unbilled receivables for payroll and payroll
taxes, service fees, health and welfare benefits plan fees, workers compensation and
unemployment insurance fees relating to work performed by worksite employees but unpaid at
the end of each period. In addition, the related costs of services are accrued as a
liability for the same period. Subsequent to the end of each period, such costs are paid
and the related service fees are billed.

Accounting Change for
Reporting Revenue

During
the quarter ended December 31, 2002, the Company changed from gross revenue reporting to
net revenue reporting for worksite employee salaries, wages and certain payroll-related
taxes. Based on the criteria established by EITF No. 99-19, the Company determined that
this change better recognizes the substance of the transactions between the Company and
its clients. This change to a more preferable accounting method resulted in no effect on
net income or earnings per share.

Due
to the significance of this reclassification of revenue and expense components to the
statement of income, the Company has reflected the change in the accompanying condensed
consolidated financial statements as if it had occurred on January 1, 2002. The tables
presented below reflect the effect of the change on the amounts reported for the three and
nine months ended September 30, 2003 and September 30, 2002 under the gross revenue
reporting method.

For the Three Months ended September
30, 2003:

|                   | Gross Revenue
Reporting Method | Reclassification | Net Revenue Reporting
Method
|------------------ | ------------------------------ | ---------------- | ----------------------------
|Revenues           |                                |                  | $                           
|Cost of services   |                                |                  |                             
|Gross profit       |                                |                  |                             
|Operating expenses |                                |                  |                             
|Net income         |                                |                  | $                           

For the Three Months ended September 30,
2002:

|                   | Gross Revenue
Reporting Method | Reclassification | Net Revenue Reporting
Method
|------------------ | ------------------------------ | ---------------- | ----------------------------
|Revenues           |                                |                  | $                           
|Cost of services   |                                |                  |                             
|Gross profit       |                                |                  |                             
|Operating expenses |                                |                  |                             
|Net income         |                                |                  | $                           

8


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For the Nine Months ended September
30, 2003:

|                   | Gross Revenue
Reporting Method | Reclassification | Net Revenue Reporting
Method
|------------------ | ------------------------------ | ---------------- | ----------------------------
|Revenues           |                                |                  | $                           
|Cost of services   |                                |                  |                             
|Gross profit       |                                |                  |                             
|Operating expenses |                                |                  |                             
|Net income         |                                |                  | $                           

For the Nine Months ended September 30,
2002:

|                   | Gross Revenue
Reporting Method | Reclassification | Net Revenue Reporting
Method
|------------------ | ------------------------------ | ---------------- | ----------------------------
|Revenues           |                                |                  | $                           
|Cost of services   |                                |                  |                             
|Gross profit       |                                |                  |                             
|Operating expenses |                                |                  |                             
|Net income         |                                |                  | $                           

New Accounting
Pronouncements

In
June 2001, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement
Obligations. This statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company has evaluated the provisions of this
statement and determined that it does not have a material impact on the Companys
condensed consolidated financial statements.

In
June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities, which is effective for exit or disposal activities that are initiated
after December 31, 2002. The Company has evaluated the provisions of this statement and
determined that it does not have a material impact on the Companys condensed
consolidated financial statements.

In
November 2002, the FASB issued FASB Interpretation (FIN) No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, including Direct
Guarantees of Indebtedness of Others. Provisions of FIN No. 45 are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. The Company
has evaluated the provisions of this interpretation statement and determined that it does
not have a material impact on the Companys condensed consolidated financial
statements.

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
CompensationTransition and Disclosurean amendment of SFAS No. 123. This
statement provides alternative methods of transition for a voluntary change to the
fair-value based method of accounting for stock-based employee compensation. This
statement also amends the disclosure requirements of SFAS No. 123 and Accounting
Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to require
prominent disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method used on
reported results. The Company implemented SFAS No. 148 effective January 1, 2003 regarding
disclosure requirements

9


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for condensed financial statements for interim periods. The
Company has determined it will not voluntarily change to the fair-value method of
accounting for stock-based employee compensation.

The
Company has adopted only the pro forma disclosure provisions of SFAS No. 123, Accounting
for Stock-Based Compensation. SFAS No. 123 encourages, but does not require, companies to
record at fair value compensation cost for stock-based employee compensation plans. The
Company accounts for equity-based compensation arrangements in accordance with the
intrinsic value method prescribed by APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Intrinsic value per share is the amount by which
the market price of the underlying stock exceeds the exercise price of the stock option or
award on the measurement date, generally the date of grant. See Note 9 Equity
for a description of the Companys plans.

As
permitted by SFAS No. 123, and as amended by SFAS No. 148, the Company has elected to
continue to account for its stock option plans in accordance with the intrinsic value
method prescribed by APB Opinion No. 25 and related interpretations. Accordingly, no
compensation cost has been recognized for the plans. Had compensation cost for the options
granted under the plans been determined based on the fair value at the grant date
consistent with the method prescribed by SFAS No. 123, the Companys net income and
earnings per share would have been reduced to the pro forma amounts indicated below:

|                            |  | For the Three Months ended | For the Nine Months ended
|--------------------------- |  | -------------------------- | -------------------------
|
|Net income                  |  |                            | As reported              
|Less: employee compensation |  |                            |                          
|for stock option program,   |  |                            |                          
|net of tax effect           |  |                            | Pro forma                
|                            |  |                            |                          
|Net income                  |  |                            | Pro forma                
|                            |  |                            |                          
|                            |  |                            |                          
|Basic earnings per share    |  |                            | As reported              
|                            |  |                            | Pro forma                
|Diluted earnings per share  |  |                            | As reported              
|                            |  |                            | Pro forma                

In
January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities.
This interpretation addresses consolidation by business enterprises of variable interest
entities that either (1) do not have sufficient equity investment at risk to permit the
entity to finance its activities without additional subordinated financial support, or (2)
the equity investors lack an essential characteristic of a controlling financial interest.
FIN No. 46 requires disclosures of certain information in financial statements initially
issued after January 31, 2003, if it is reasonably possible that an enterprise will
consolidate or disclose information about a variable interest entity when FIN No. 46
becomes effective. The Company has evaluated the provisions of this interpretation
statement and determined that it does not have a material impact on the Companys
condensed consolidated financial statements.

In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. This statement amends and clarifies financial
accounting and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. This Statement is generally
effective for contracts entered into or modified after June 30, 2003. The Company has
evaluated the provisions of this statement and determined that it does not have a material
impact on the Companys condensed consolidated financial statements.

In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity. The statement requires issuers to classify
as liabilities (or assets in some circumstances) three classes of freestanding financial
instruments that embody obligations for the issuer. Generally, the statement is effective
for all financial instruments entered into or modified after May 31, 2003, and is
otherwise effective at the beginning of the first interim period

10


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beginning after June 15,
2003. The Company has evaluated the provisions of this statement and determined that it
does not have a material impact on the Companys condensed consolidated financial
statements.

2.    
          RESTRICTED CERTIFICATES OF DEPOSIT AND MARKETABLE SECURITIES

At
September 30, 2003 and December 31, 2002, the Companys investment portfolio
consisted of restricted certificates of deposit, as well as restricted marketable debt and
equity securities classified as available-for-sale.

Certain
certificates of deposit and marketable securities serve as collateral in connection with
the Companys workers compensation and health benefit programs and have been
classified as restricted in the accompanying condensed consolidated balance sheets. Due to
the short maturity of these instruments, the carrying amount approximates fair value. The
interest earned on these certificates and securities is recognized as interest income on
the Companys condensed consolidated statements of income.

The
carrying amount of the marketable securities portfolio by type and classification as of
September 30, 2003 and December 31, 2002 is as follows:

|                                                    | Amortized
Cost | Gross
Unrealized
Loss | Estimated
Fair Value
|--------------------------------------------------- | -------------- | --------------------- | --------------------
|
|As of September 30, 2003:                           |                |                       |                     
|Short-term                                          |                |                       |                     
|Auction market municipal bonds - restricted         |                |                       | $                   
|Auction market preferred shares - restricted        |                |                       |                     
|Money market - restricted                           |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total short-term marketable securities - restricted |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Long-term                                           |                |                       |                     
|Mutual Fund - restricted                            |                |                       | $                   
|Money Market - restricted                           |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total long-term marketable securities - restricted  |                |                       | $                   
|                                                    |                |                       |                     

|                                                    |  |  |  
|--------------------------------------------------- |  |  | -
|As of December 31, 2002:                            |  |  |  
|Short-term                                          |  |  |  
|Auction market preferred shares - restricted        |  |  | $
|Commercial paper - restricted                       |  |  |  
|Auction market municipal bonds- restricted          |  |  |  
|Money market - restricted                           |  |  |  
|                                                    |  |  |  
|                                                    |  |  |  
|Total short-term marketable securities - restricted |  |  | $
|                                                    |  |  |  

The
unrealized loss shown at September 30, 2003, net of the tax benefit of $12 is reflected as
other comprehensive income in the condensed consolidated balance sheet. For each of the
three and nine month periods ended September 30, 2003 there were no realized gains or
losses on the sale of available-for-sale securities.

11


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3.    
          ACCOUNTS RECEIVABLE

At
September 30, 2003 and December 31, 2002, accounts receivable consisted of the following:

|                                      | September 30,
2003 | December 31, 2002
|------------------------------------- | ------------------ | -----------------
|Billed to clients                     |                    |                  
|Unbilled revenues                     |                    |                  
|                                      |                    |                  
|                                      |                    |                  
|                                      |                    |                  
|Less: Allowance for doubtful accounts |                    |                  
|                                      |                    |                  
|                                      |                    |                  
|Total                                 |                    |                  
|                                      |                    |                  

4.    
          WORKERS COMPENSATION RECEIVABLE

The
Company established a loss sensitive workers compensation insurance program with AIG
effective January 1, 2003. In 2003, the Company began to operate a wholly-owned
Bermuda-based insurance company as a component of its workers compensation programs.

The
2003 AIG workers compensation insurance program provides for a sharing of risk
between the Company and AIG whereby AIG assumes risk in at least three areas within the
program: (i) individual claim stop loss insurance risk; (ii) aggregate claim stop loss
insurance risk; and (iii) premium payment credit risk.

The
Company, through its Bermuda-based insurance company, assumes risk related to claims not
subject to the individual claim stop loss insurance amount or claims not subject to the
aggregate claim stop loss insurance amount.

With
respect to the individual claim stop loss insurance risk, the Company is responsible for
paying, through AIG, claim amounts related to the first $1 million per accident. Claim
amounts in excess of $1 million per accident are insured through the AIG program. The
Company, through its Bermuda based insurance company, remits premiums to AIG, to cover
AIGs estimate of claims related to the first $1 million per accident. Under the 2003
workers compensation program, of the $85,000 of premiums paid, the Company is
guaranteed by AIG to receive a 2.42% per annum fixed return on $73,500 of premiums paid to
AIG and 1.85% on the remaining such premiums.

With
respect to the aggregate claim stop loss insurance risk, claims amount in excess of 175%
of the insurance companys estimate of expected losses for the policy year are
insured through the AIG program. The amount of the expected losses is established at the
beginning of the policy year based on an expected volume of payroll. If the payroll volume
varies during the year, the amount of the aggregate claim stop loss insurance risk changes
proportionately. The Company generally does not pay additional premiums during the policy
year unless payroll volume or actual losses exceed certain estimated amounts established
at the beginning of the policy year. This results in premium payment credit risk to AIG.
Additionally, AIG does not require collateral equal to the limits of the aggregate claim
stop loss amount. The absence of this collateral requirement results in credit risk to
AIG.

Finally,
with respect to the premium payment credit risk, this program is a fully insured policy
written by AIG. If the Company were to fail to make premium payments to AIG as scheduled,
then AIG would be responsible for the payment of all losses under the terms of the policy.
AIG required the Company to provide $17,000 of collateral related to premium payment
credit risk. The required collateral is provided in the form of cash and short-term
investments placed into a trust account. The Company has reached an agreement in principle
with AIG whereby the $17,000 of collateral related to premium payment credit risk for the
2003 plan will serve as collateral for the 2004 year plan. This amount has been included
as long-term marketable securities  restricted as of September 30, 2003.

12


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The
Company accrues for workers compensation costs under the AIG program based upon
payroll dollars paid to worksite employees, its estimate of the years ultimate fully
developed claims, fixed costs charged by AIG and miscellaneous program support fees, net
of expected premium returns. To the extent that the premium payments to AIG for claims
related to the first $1 million per accident are greater than (less than) the monthly
expense accruals, a receivable (liability) is recorded. As of September 30, 2003, the
Company has recorded a long-term workers compensation receivable of approximately
$22,947.

5.    
          HEALTH BENEFITS

Employee
benefit costs are comprised primarily of medical benefit plan costs, but also include the
costs of other employee benefits such as dental, vision, disability and group life
insurance.

Blue
Cross Blue Shield of Florida (BCBS) is the primary managed care company
providing health insurance to Florida-based worksite employees through HMO and PPO
offerings. The Companys policy with BCBS is a three-year minimum premium arrangement
renewed as of January 1, 2003. Pursuant to this arrangement, the Company is obligated to
reimburse BCBS for the cost of the claims incurred by participants under the plan, plus
the cost of plan administration. The administrative costs per participating worksite
employee associated with this policy are specified for each plan year and includes the
cost of aggregate stop loss coverage at 115% of projected claims. The Company charges
for the costs of the medical plan, but bears
the risk for the amount of claims in excess of premiums paid. The Companys obligations
to BCBS are secured by a letter of credit. As of September 30, 2003 and December 31, 2002,
the letter of credit for BCBS was $6,000. The $6,000 approximates one months claims
payments. The three-year policy, effective January 1, 2003, provides for an adjustment to
the letter of credit amounts based on a number of factors, including premium volume, and
increases the claims payment factor to a maximum of two months over the three-year term of
the policy.

Aetna
U. S. Healthcare (Aetna) is the primary health care provider for worksite
employees throughout the remainder of the country and includes both an HMO and PPO
offering. The Aetna 2003 HMO health plan is subject to a guaranteed cost contract that
caps the Companys annual liability. The Aetna 2003 PPO health plan is subject to a
7.5% additional premium recall if actual claims are higher than projected. The Company
does not anticipate that it will be required to provide collateral, in the form of cash
and cash equivalents, to Aetna as part of the PPO offering.

Capital
Health Plans provides HMO coverage to worksite employees in the Tallahassee, Florida
region under a guaranteed cost contract that caps the Companys annual liability.
Worksite employees of Alabama-based clients are covered by client-sponsored plans rather
than Company-sponsored plans. Prior to December 31, 2002 such worksite employees were
covered under the BCBS policy.

HealthPartners
provides health coverage to Minnesota worksite employees under a guaranteed cost contract
that caps the Companys annual liability. The HealthPartners plan is subject to a 10%
additional premium recall if actual claims are higher than projected.

The
Companys dental plans, which include both a PPO and HMO offering, are provided by
Aetna for all worksite employees who elect coverage. The Aetna dental plan is subject to a
guaranteed cost contract that caps the Companys annual liability.

In
certain instances, the Company decides to make a contribution toward the medical benefit plan costs of certain clients. This contribution is
referred to as a health benefit subsidy. The addition of the worksite
employees of these clients as participants in the Companys medical benefit plans
helps to stabilize the overall claims experience risk associated with those plans. An
aggregate health benefit subsidy in excess of a planned amount may occur when medical cost
inflation exceeds expected medical cost trends or when medical benefit plan enrollment of
those who qualify for a subsidy exceeds expectations.

13


---

As
of September 30, 2003, the Company did not expect and has not recorded a health benefit
subsidy in the aggregate for 2003. During the three and nine month periods ended September
30, 2002, the Company recorded an aggregate health benefit subsidy of $1,688 and $3,813,
respectively.

Included
in accrued insurance premiums, health and workers compensation insurance reserves at
September 30, 2003 and December 31, 2002 are $27,590 and $20,274, respectively, of
short-term liabilities related to the Companys health care plans. Included in
long-term accrued health and workers compensation reserves at September 30, 2003 and
December 31, 2002 are $1,000 of long-term liabilities related to the Companys health
benefit plan.

6.       
          WORKERS COMPENSATION LIABILITY FROM PRIOR CNA PROGRAMS

The
Company has loss sensitive workers compensation programs with CNA for years 2000,
2001 and 2002. The 2000 through 2002 CNA workers compensation insurance programs
provide for a risk sharing arrangement between the Company and CNA. In addition, the
Company assumed the risk related to the timing of claims payments whereby the Company paid
premiums to CNA and guarantees to CNA a specific investment return on those premium
payments. If the premium payments plus the guaranteed investment returns are not adequate
to fund a specific amount of claims due to the payment pattern of those claims being
earlier than expected, CNA is required to fund the additional amount required and seek
reimbursement from the Company.

For
the 2000 and 2001 CNA programs, the Company guarantees that the premiums paid to CNA will
earn an annual rate of return equal to 7%. For the 2002 program, the Company guarantees
CNA that the premium will earn an annual rate of return equal to 4.25%. The Company is
required to pay an additional premium to CNA after the close of each calendar year based
on the difference between the actual annual rate of return earned by the premium paid and
the guaranteed annual rate of return. The additional premium paid to CNA is used to pay
claims incurred during each respective policy year and is included in the amount of
accrued insurance premium reserves at September 30, 2003 and December 31, 2002.

The
Company accrues for workers compensation costs under the CNA program based upon
payroll dollars paid to worksite employees, the specific risks associated with the type of
work performed by the worksite employees, the administrative costs of the program, the
expected rate of return earned by premium dollars paid to CNA as part of the programs and
the discount rate used to determine the present value of future payments to be made under
the programs. Total liabilities for workers compensation costs related to the CNA
programs at September 30, 2003 and December 31, 2002, respectively, were $64,640 and
$72,108, of which $51,990 and $60,672 was classified as long-term for September 30, 2003
and December 31, 2002, respectively. The long-term liability balance reflects a discounted
amount of the liability using a rate of 4.0% at September 30, 2003 and December 31, 2002.

7.    
          COMMITMENTS AND CONTINGENCIES

Litigation

On
April 30, 1999, a shareholder of the Company brought a class action in the Twelfth
Judicial Division, Manatee County, Florida, against the Company and certain of its
directors alleging that the directors and senior officers of the Company breached their
fiduciary duty to shareholders by failing to pursue a proposal from Paribas Principal
Partners to acquire the Company in order to entrench themselves in the management of the
Company. At a hearing held on September 26, 2003, the Circuit Court of the Twelfth
Judicial Circuit in and for Manatee County, Florida, approved settlement of the class
action lawsuit. The terms of the settlement include no admission of liability or
wrongdoing on the part of the Company or the individual defendants, and call for payment
in the total amount of $1.8 million to the class members who make a claim and do not
request exclusion, inclusive of attorneys fees and costs. The settlement will be
paid out of insurance proceeds, therefore resulting in no financial impact on the Company.

14


---

On August 12, 2003, a former employee filed a lawsuit against the Company, (Donald Lauderback vs. Gevity HR,
Inc., d/b/a Gevity Health Plan) in the U.S. District Court for the Northern District of Texas. The plaintiff
alleges that he was wrongfully terminated by the Company after approximately two weeks of employment, for
raising concerns related to the operation of the Company's health insurance programs. The lawsuit, filed as a
purported class action on behalf of participants in Company-sponsored health plans, alleges that the Company's
health insurance pricing procedures/policies violate certain Texas state insurance laws, the Health Insurance
Portability and Accountability Act of 1996 and the Employee Retirement Income Security Act of 1974. The
Company believes the suit to be completely without merit and intends to aggressively defend the action.
Accordingly, the Company has filed a Motion to dismiss the lawsuit. As detailed in its Motion to Dismiss, the
Company believes its practices to be fully in compliance with applicable laws and regulations.  Further, the
Company believes that the suit is deficient on a number of procedural grounds. The Court is expected to rule
on the Company's Motion to Dismiss in the next several months.

The
Company is a party to certain other pending claims that have arisen in the normal course
of business, none of which, in the opinion of management, is expected to have a material
adverse effect on the consolidated financial position or results of operations if
adversely resolved. However, the defense and settlement of such claims may impact the
future availability, retention amounts and cost to the Company of applicable insurance
coverage.

Regulatory Matters

The Companys employer and
health care operations are subject to numerous federal, state and local laws related to
employment, taxes and benefit plan matters. Generally, these regulations affect all
companies in the United States. However, the regulations that govern PEOs constitute an
evolving area due to uncertainties resulting from the non-traditional employment
relationship between the PEO, the client and the worksite employees. Many federal and
state laws relating to tax and employment matters were enacted before the widespread
existence of PEOs and do not specifically address the obligations and responsibilities of
these PEO relationships. If the IRS concludes that PEOs are not employers of
certain worksite employees for purposes of the Internal Revenue Code of 1986, as amended
(the Code), the Company may no longer be able to
assume the clients federal employment tax withholding obligations and certain
employee benefit plans maintained by the Company may be denied the ability to deliver
benefits on a tax-favored basis as intended. On May 13, 2002, the IRS released guidance
applicable solely to the tax- qualified status of defined contribution retirement plans
maintained by PEOs. In that guidance, the IRS declared that it would not assert a
violation of the exclusive benefit rule under Section 401(a) of the Internal Revenue Code
if a PEO that maintains a single employer defined contribution retirement plan for
worksite employees takes certain remedial action by the last day of the first plan year
beginning on or after January 1, 2003. The Company maintains a frozen single employer
defined contribution retirement plan benefiting certain worksite employees and intends to
take the remedial action necessary to qualify for the relief provided under the IRS
guidance within the applicable deadline. Since the Companys single employer defined
contribution retirement plan has been frozen since April 1, 1997 and the assets in the
plan are approximately $2.5 million, this change is not expected to have a material effect
on the Companys financial condition and future results of operations. The Company
also maintains an active defined contribution retirement plan for participants that
include client worksite employees. The active plan is designed as a multiple employer plan
and, as such, its status is unaffected by the recent IRS guidance.

8.    
          CONVERTIBLE REDEEMABLE PREFERRED STOCK

On
June 6, 2003, the Company sold its Series A Convertible, Redeemable Preferred Stock (the
Series A Preferred Stock), to Frontenac VIII Limited Partnership and Frontenac
Masters VIII Limited Partnership (collectively, Frontenac), each a limited
partnership and an affiliate of Frontenac Company LLC, SunTrust Equity Funding, LLC d/b/a/
SunTrust Equity Partners, BVCF IV, L.P., an affiliate of Adams Street Partners, LLC and
C&B Capital, L.P. (collectively, the Purchasers), pursuant to the
Preferred Stock Purchase Agreement dated as of April 24, 2003, as amended on June 3, 2003

15


---

to include C&B Capital, L.P. as an additional purchaser
(as amended, the Purchase Agreement). Under the terms of the Purchase Agreement, the Company
agreed to issue and sell to the Purchasers an aggregate of 30,000 shares of the Series A
Preferred Stock, par value of $0.01, for a purchase price of $1,000 per share
(Liquidation Value). The Purchase Agreement was entered into pursuant to a
letter of intent dated March 5, 2003. Proceeds from the sale totaled $27,686, net of
issuance costs of $2,314.

Proceeds
from the transaction totaling $16,272 were used to purchase from Charles S. Craig, a
former director of the Company, 2,997,734 shares of the Companys common stock, $0.01
par value per share (the Common Stock), at a net price of $5.38 per share and
options to purchase 60,000 shares of Common Stock for an aggregate price of $144. The
remaining proceeds were added to the Companys working capital to enable it to pursue
its current growth strategy, including possible future acquisitions.

Dividends

Holders
of the Series A Preferred Stock are entitled to receive dividends equal to 4% per annum.
Dividends accrue on a daily basis on the sum of the Liquidation Value thereof plus all
accumulated and unpaid dividends. Such dividends accrue whether or not they have been
declared and whether or not there are profits, surplus or other funds of the Company
legally available for the payment of dividends. All dividends accrued on the Series A
Preferred Stock are payable in cash on January 31, April 30, July 31, and October 31 of
each year, beginning July 31, 2003. As of September 30, 2003, the Company had accrued $201
of preferred stock dividends related to the October 31, 2003 dividend payment date.

To
the extent the Company declares or pays any dividends (other than stock) on the
Companys Common Stock and the dividend is greater than the dividend the holders of
the Series A Preferred Stock would otherwise receive, the holders of the Series A
Preferred Stock must be paid a comparable dividend based upon the number of shares of
Common Stock issuable upon conversion of the Series A Preferred Stock had all of the
outstanding Series A Preferred Stock been converted immediately prior to the record date
for the Common Stock dividend. In June 2003, the Company declared a cash dividend of $0.05
per share on its Common Stock for shareholders of record on July 15, 2003. In July 2003,
the Company paid $276 of preferred stock dividends based upon the value of the Common
Stock dividend on an as if converted basis.

Under
the terms of the Series A Preferred Stock, the consent of the Majority Holders (currently
Frontenac), as defined in the Purchase Agreement, will be required for the payment of
dividends to the Common Stock holders in excess of 50% of net income for 2003 and 2004, in
excess of 40% of net income for 2005, and in excess of 30% of net income thereafter, so
long as Frontenac holds (or is entitled to vote) a majority of the Preferred Stock.

Conversion Rights

The
Series A Preferred Stock is convertible at any time into shares of Common Stock, at an
initial conversion price of $5.44 per share of Common Stock. The conversion price is the
average of the closing prices of the Common Stock for the five business days preceding
March 5, 2003 (the execution date of the letter of intent for the Series A Preferred Stock
transaction). The conversion price is subject to adjustment in certain circumstances that
primarily relate to the prevention of dilution of the conversion rights granted. To
determine the number of shares of Common Stock issuable upon conversion, the number of
shares of Series A Preferred Stock being converted is multiplied by $1,000 and the result
is divided by the conversion price then in effect. The Series A Preferred Stock is
convertible into 5,514,705 shares of Common Stock based on the conversion price of
$5.44.

16


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Company Call Rights

If
at any time after June 6, 2005, the average closing prices for the Companys Common
Stock has equaled or exceeded $21.76 for a period of at least 30 consecutive trading days
preceding the date of a liquidity notice given by the Company to the holders of Series A
Preferred Stock, then the Company may choose to effect a Liquidity Event. A Liquidity
Event is defined as, at the Companys option, the consummation of an underwritten
public offering, the closing of a purchase by the Company of the Series A Preferred Stock
or a combination of both. Upon the happening of a Liquidity Event, holders of the Series A
Preferred Stock will receive, with respect to at least 50% of their outstanding Series A
Preferred Stock, cash in an amount per share of Common Stock into which the Series A
Preferred Stock is convertible, equal to:

| |  | if
a public offering, the price per share paid by the purchasers in the public offering; and
| | - | --------------------------------------------------------------------------------------------

| |  | if
a  purchase  by the  Company,  the  market  price  per  share  of  Common  Stock  as of
the date of the            Liquidity Event;
| | - | --------------------------------------------------------------------------------------------------------------------------------------

but in either case not less than
$21.76. Any shares of Series A Preferred Stock not purchased or sold in the public
offering will automatically convert into Common Stock.

Redemption

Voluntary Redemption Offer

The
Company may offer to redeem 10,000 shares of the Series A Preferred Stock on July 31 of
each of the years 2006, 2007 and 2008. The Majority Holders have the option to accept the
offer with respect to all or any portion of their shares. If accepted by the Majority
Holders, the Company is required to redeem the shares requested by the Majority Holders
and the shares of any other holder of the Series A Preferred Stock accepting the offer, up
to an aggregate of 10,000 shares. The voluntary redemption price is the sum of the
Liquidation Value, accrued and unpaid dividends and an amount sufficient to provide a 25%
internal rate of return (the Premium Redemption Price).

Majority Holder Demand Redemption

The
Majority Holder may require the Company to redeem up to 10,000 shares of the Series A
Preferred Stock on each of the following dates (the Demand Redemption Dates):

| |  | July
31, 2009, if the Company did not make a voluntary redemption offer on July 31, 2006;
| | - | -----------------------------------------------------------------------------------------

| |  | July
31, 2010, if the Company did not make a voluntary redemption offer on July 31, 2007; and
| | - | ---------------------------------------------------------------------------------------------

| |  | July
31, 2011, if the Company did not make a voluntary redemption offer on July 31, 2008.
| | - | -----------------------------------------------------------------------------------------

The
demand redemption price is the Liquidation Value plus accrued and unpaid dividends. In
July 2003, the holders of Series A Preferred Stock irrevocably waived their right to
receive in payment of the demand redemption price the greater of the sum of the fair
market value of the Common Stock issuable on conversion plus accrued and unpaid dividends
and the Liquidation Value plus accrued and unpaid dividends (the Cash Redemption
Price).

Company's Additional Redemption Offer

Any
time after June 6, 2008, and on or before July 31, 2011, the Company may redeem all (but
not less than all) of the Series A Preferred Stock then outstanding if:

| |  | the
Majority Holders have not consented to a Change of Ownership, Fundamental Change or
Organic Change (each as defined in the Certificate of Designation of the Series A
Preferred Stock) within 30 days after receiving the Companys request for approval;
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
Company has made all of the voluntary redemption offers (previously described) on each
voluntary redemption date.
| | - | ---------------------------------------------------------------------------------------------------------------------

17


---

The
redemption price in this case is the greater of the Premium Redemption Price or the Cash
Redemption Price.

Special Redemption

If
there is a Change in Ownership or a Fundamental Change, the Majority Holders may require
the Company to redeem all or a portion of the Series A Preferred Stock. The redemption
price in this case is the Cash Redemption Price.

Voting Rights

The
holders of the Series A Preferred Stock, voting separately at an annual or special
meeting, will vote their shares to elect two directors to serve as members of the
Companys Board of Directors. As permitted, Frontenac has designated two persons to
serve on the Board of Directors until the 2004 annual meeting and such persons were
elected as directors as of June 6, 2003. This right will terminate on the earlier of the
date on which Frontenac is no longer the Majority Holder and the date on which there are
no shares of Series A Preferred Stock outstanding.

The
holders of Series A Preferred Stock are entitled to one vote for each share of Common
Stock into which their Series A Preferred Stock was convertible on the date of its
original issue, subject to certain adjustments for stock splits, stock dividends, stock
purchase rights, recapitalizations and similar matters, and will vote together with the
holders of Common Stock on all matters except the election of the two members of the Board
of Directors and the approval rights referred to in the next sentence. In addition, the
Company may not, without the affirmative vote of Frontenac, so long as Frontenac is the
Majority Holder of the outstanding Series A Preferred Stock, take certain specified
actions generally involving capital transactions and significant changes to the
Companys business.

Liquidation Preference

Upon
the liquidation, dissolution or winding up of the Company, each holder of the Series A
Preferred Stock will be entitled to receive, before distributions are made to any other
shareholders, the greater of (the Liquidation Payment Amount):

| |  | the
aggregate Liquidation Value plus all accrued and unpaid dividends; and
| | - | --------------------------------------------------------------------------

| |  | the
aggregate amount that would have been paid in connection with the liquidation event to
the holders of the Series A Preferred stock on as-converted basis.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------

Deemed Liquidation

The
Majority Holders may deem any of the following to be a Liquidation Event:

| |  | any
consolidation or merger of the Company (other than a merger in which the Company is the
surviving entity, the terms of the Series A Preferred Stock remain unchanged, the holders
of capital stock who possess the voting power to elect a majority of the Board of
Directors continue to possess such voting power, and no person other than the holders of
Series A Preferred Stock has beneficial ownership of more than 25% of the outstanding
Common Stock);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | any
sale or transfer of all or substantially all of the assets of the Company; or
| | - | ---------------------------------------------------------------------------------

| |  | any
sale, transfer or issuance of shares of capital stock by the Company or a shareholder,
the result of which causes the holders of capital stock who possessed the voting power to
elect a majority of the Board of Directors to lose such power.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18


---

If
the Majority Holders deem an event to be a Liquidation Event, the holders of the Series A
Preferred Stock will be entitled to receive a payment equal to the Liquidation Payment
Amount described above.

Registration Rights

The
Company and the Purchasers entered into a Registration Rights Agreement under which the
Purchasers and subsequent holders of the Series A Preferred Stock have been granted
certain demand and piggyback registration rights with respect to the shares of Common
Stock issued upon conversion of the Series A Preferred Stock.

Noncompliance

Upon
certain events of noncompliance with covenants contained in the Certificate of Designation
of the Series A Preferred Stock, the following may occur:

| |  | the
dividend rate on the Series A Preferred Stock will increase by an increment of 1% and
will continue to increase every 90 days by an additional increment of 1%, not to exceed
the greater of (i) 8%, or (ii) the prime rate plus 400 basis points;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
holders of Series A Preferred Stock will receive special voting rights, giving them a
total of one additional vote as Board members, exercisable as to 1⁄2 vote by each
director elected by holders of Series A Preferred Stock; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
Company may be obligated to redeem all of the Series A Preferred Stock at the greater of
the Premium Redemption Price or the Cash Redemption Price.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

Financial Statement
Presentation

The
Company has classified the Series A Preferred Stock outside of permanent equity as a
result of certain redemption features. The Series A Preferred Stock was recorded at its
fair value on the date of issuance of approximately $30,000 less issuance costs of $2,314,
and less an allocation of $27,298 to a beneficial conversion feature. The beneficial
conversion feature resulted from the conversion feature of the Series A Preferred Stock
that was in-the-money at the date of issuance attributable to the increase in the market
price of the Companys Common Stock during the period from the date on which the
conversion price was fixed (approximating market price at that time) and the date on which
the Series A Preferred Stock was issued. The beneficial conversion feature is calculated
as the difference between the market price and the conversion price on the date of
issuance, multiplied by the number of shares of Common Stock into which the Series A
Preferred Stock is convertible. The beneficial conversion amount is recorded as a
reduction of the carrying value of the Series A Preferred Stock and an increase to
additional paid-in-capital. The difference between the aggregate Liquidation Value of
$30,000 and the initial balance of $388 recorded in the Series A Preferred Stock account
on the Companys balance sheet, as a result of the beneficial conversion feature and
the cost of issuance (Redemption Value), is being accreted over the periods
from the date of issuance to the respective Demand Redemption Dates for each 10,000 share
tranche, utilizing the interest method. Accretion of the Redemption Value is recognized as
an increase in the carrying value of the Series A Preferred Stock and as a return to the
holders of Series A Preferred Stock and approximated $69 and $86 for the three and nine
months ended September 30, 2003, respectively.

9. EQUITY

Employee Stock Option
Plans

In
1997, the Company adopted the 1997 Stock Incentive Plan (the 1997 Plan). The
1997 Plan provides for various equity incentives, including options, that may be granted
to key employees, officers, and directors of the Company.

19


---

Initially, 2,500,000 shares of
Common Stock were authorized for issuance under the 1997 Plan. In May of 2000,
shareholders approved an amendment to the 1997 Plan that increased the number of shares
authorized for issuance under the plan to 4,500,000 shares. Options granted to date under
the 1997 Plan generally have a vesting period of up to 4 years for officers and key employees and generally are immediately vested for non-employee directors. Options
generally may not be exercised more than 10 years from the date of the grant.

In
May 2002, the shareholders approved the 2002 Stock Incentive Plan (the 2002
Plan). The 2002 Plan provides for various equity incentives, including options, that
may be granted to key employees, officers, and directors of the Company. Under the 2002
Plan, 2,000,000 shares of Common Stock were authorized for issuance. Options granted to
date have a vesting period of 4 years and may not be exercised more than 10 years from the
date of the grant.

During
the nine months ended September 30, 2003, the Company issued 1,199,807 shares of Common
Stock to directors, officers and employees of the Company upon the exercise of stock
options for an aggregate exercise price of $5,801.

Employee Stock Purchase
Plan

During
the nine months ended September 30, 2003, 45,500 shares of Common Stock (from treasury)
were sold to employees participating in the Companys employee stock purchase plan
which was adopted on July 1, 2001. Proceeds from the employee stock purchase approximated
$156 for the nine months ended September 30, 2003.

10.    
          INCOME TAXES

The
Company records income tax expense using the asset and liability method of accounting for
deferred income taxes. Under such method, deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences between the
financial statement carrying values and the income tax bases of the Companys assets
and liabilities. The Companys effective tax rate provides for federal and state
income taxes. For the three months ended September 30, 2003 and 2002, the Companys
effective rates were 33.0% and 34.0%, respectively. For the nine months ended September
30, 2003 and 2002, the effective tax rates were 33.0% and 34.0%, respectively.

11.    
          EARNINGS PER SHARE (EPS)

The
reconciliation of net income attributable to common shareholders and shares outstanding
for the purposes of calculating basic and diluted earnings per share for the three and
nine months ended September 30, 2003 and 2002 is as follows:

|                                                          | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|--------------------------------------------------------- | ---------------------- | -------------------- | ----------------
|For the Three Months Ended September 30, 2003:            |                        |                      |                 
|Basic EPS:                                                |                        |                      |                 
|Net Income                                                |                        |                      | $               
|Non-cash charges attributable to beneficial conversion    |                        |                      |                 
|feature and accretion of redemption value of convertible, |                        |                      |                 
|redeemable preferred stock                                |                        |                      |                 
|Preferred stock dividend                                  |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Net income attributable to common shareholders            |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|Convertible, redeemable preferred stock                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      |                 
|Net income                                                |                        |                      | $               
|                                                          |                        |                      |                 

20


---

|                                               | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|---------------------------------------------- | ---------------------- | -------------------- | ----------------
|For the Three Months Ended September 30, 2002: |                        |                      |                 
|Basic EPS:                                     |                        |                      |                 
|Net Income                                     |                        |                      | $               
|                                               |                        |                      |                 
|                                               |                        |                      |                 
|                                               |                        |                      |                 
|Effect of dilutive securities:                 |                        |                      |                 
|Options                                        |                        |                      |                 
|                                               |                        |                      |                 
|                                               |                        |                      |                 
|Diluted EPS:                                   |                        |                      |                 
|Net income                                     |                        |                      | $               
|                                               |                        |                      |                 

For
the three months ended September 30, 2003 and 2002, 116,102 and 2,943,816 options,
respectively, weighted for the portion of the period they were outstanding, were excluded
from the diluted earnings per share computation because the exercise price of the options
was greater that the average price of the common stock.

|                                                          | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|--------------------------------------------------------- | ---------------------- | -------------------- | ----------------
|For the Nine Months Ended September 30, 2003:             |                        |                      |                 
|Basic EPS:                                                |                        |                      |                 
|Net Income                                                |                        |                      | $               
|Non-cash charges attributable to beneficial conversion    |                        |                      |                 
|feature and accretion of redemption value of convertible, |                        |                      |                 
|redeemable preferred stock                                |                        |                      |                 
|Preferred stock dividend                                  |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Net income attributable to common shareholders            |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|Convertible, redeemable preferred stock                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      |                 
|Net income                                                |                        |                      | $               
|                                                          |                        |                      |                 

|                                              |  |  |  
|--------------------------------------------- |  |  | -
|For the Nine Months Ended September 30, 2002: |  |  |  
|Basic EPS:                                    |  |  |  
|Net Income                                    |  |  | $
|                                              |  |  |  
|Effect of dilutive securities:                |  |  |  
|Options                                       |  |  |  
|                                              |  |  |  
|Diluted EPS:                                  |  |  |  
|Net income                                    |  |  | $
|                                              |  |  |  

For
the nine months ended September 30, 2003 and 2002, 351,277 and 2,415,326 options,
respectively, weighted for the portion of the period they were outstanding, were excluded
from the diluted earnings per share computation because the exercise price of the options
was greater than the average price of the common stock.

21


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ITEM 2.  Management's
Discussion and Analysis of Financial Condition and Results of Operations

CRITICAL ACCOUNTING
POLICIES

The
accounting policies described below are those that the Company considers critical in
preparing its condensed consolidated financial statements. These policies include
significant estimates made by management using information available at the time the
estimates are made. However, as described below, these estimates could change materially
if different information or assumptions were used. The descriptions below are summarized
and have been simplified for clarity. A more detailed description of the significant
accounting principles used by the Company in preparing its financial statements is
included in Note 1 of Notes to the Condensed Consolidated Financial Statements and in Item
1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2002.

Revenue Recognition

The
gross billings that the Company charges its clients under its Professional Services
Agreement include each worksite employees gross wages, a service fee and, to the
extent elected by the clients, health and welfare benefit plan costs. The Companys
service fee, which is computed as a percentage of gross wages, is intended to yield a
profit to the Company and cover the cost of certain employment-related taxes,
workers compensation insurance coverage, and administrative and field services
provided by the Company to the client, including payroll administration and record
keeping, as well as safety, human resources, and regulatory compliance consultation. The
component of the service fee related to administration varies, in part, according to the
size of the client, the amount and frequency of payroll payments and the method of
delivery of such payments. The component of the service fee related to workers
compensation and unemployment insurance is based, in part, on the clients historical
claims experience. All charges by the Company are invoiced along with each periodic
payroll delivered to the client.

Historically,
the Company reported the full amount of its gross billings, including the portion that
represents the gross wages of its worksite employees, as revenue. As described below, the
Company changed from gross revenue reporting to net revenue reporting for worksite
employee salaries, wages and certain payroll related taxes effective for the fourth
quarter of 2002.

The
Company reports revenues from service fees in accordance with EITF No. 99-19, Reporting
Revenue Gross as a Principal versus Net as an Agent. The Company reports as revenues, on a
gross basis, the total amount billed to clients for service fees, health and welfare
benefit plan fees, workers compensation and unemployment insurance fees. The Company
reports revenues on a gross basis for these fees because the Company is the primary
obligor and deemed to be the principal in these transactions under EITF No. 99-19. The
Company now reports revenues on a net basis for the amount billed to clients for worksite
employee salaries, wages and certain payroll-related taxes less amounts paid to worksite
employees and taxing authorities for these salaries, wages and taxes. The Company accounts
for its revenues using the accrual method of accounting. Under the accrual method of
accounting, the Company recognizes its revenues in the period in which the worksite
employee performs work. The Company accrues revenues for service fees, health and welfare
benefits plan fees, workers compensation and unemployment insurance fees relating to
work performed by worksite employees but unpaid at the end of each period. The Company
accrues unbilled receivables for payroll and payroll taxes, service fees, health and
welfare benefits plan fees, workers compensation and unemployment insurance fees
relating to work performed by worksite employees but unpaid at the end of each period. In
addition, the related costs of services are accrued as a liability for the same period.
Subsequent to the end of each period, such costs are paid and the related service fees are
billed.

22


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Accounting Change for
Reporting Revenue

During
the quarter ended December 31, 2002, the Company changed from gross revenue reporting to
net revenue reporting for worksite employee salaries, wages and certain payroll-related
taxes. Based on the criteria established by EITF No. 99-19, the Company determined that
this change better recognizes the substance of the transactions between the Company and
its clients. In addition, the change will better focus the Company on, and allow investors
to better understand, the financial results of the Companys core business. This
change to a more preferable accounting method resulted in no effect on net income or
earnings per share.

Due
to the significance of this reclassification of revenue and expense components to the
income statement, the Company has reflected the change as if it had occurred on January 1,
2002 in the accompanying condensed consolidated financial statements. See Note 1 to the
Condensed Consolidated Financial Statements, Accounting Change for Reporting Revenue, for
the effect of the change on the amounts previously reported for the three and nine months
ended September 30, 2002 and the amounts that would have been reported for the three and
nine months ended September 30, 2003 under the gross revenue reporting method.

Medical Benefit Plan
Liabilities

The
Company provides medical benefit plans to its worksite employees through several medical
benefits plan providers.

With
respect to these medical benefit plans, the Company establishes medical benefit plan
liability reserves for benefit claims that have been reported but not paid and claims that
have been incurred but not reported. These reserves  are developed using actuarial principles and assumptions which
consider a number of factors, including historical claim payment patterns and expected
rates of increase in medical care costs. The factor that has the greatest impact on the
Companys financial results is the medical cost trend, which is the rate of increase
in health care costs.

In
certain instances, the Company decides to make a contribution toward the medical benefit plan costs of certain clients.
Such contribution, together with a
higher than anticipated medical cost trend, may result in what the Company has designated
to be an aggregate health benefit subsidy.

For
each period, the Company estimates the relevant factors, based primarily on historical
data, and uses this information to determine the assumptions underlying the reserve
calculations. An extensive degree of judgment is used in this estimation process. Due to
the considerable variability of health care costs and possible adjustments to health
reserves, the aggregate health benefit subsidy is sometimes significant. The health
benefit subsidy is paid by the Company. There was no aggregate health plan subsidy in the
three and nine month periods ended September 30, 2003.

The
Companys financial statements reflect the medical benefit plan liability reserve estimates within the
cost of services on the Companys condensed consolidated statements of income and
within the accrued insurance premiums, health and workers compensation insurance
reserves on the Companys condensed consolidated balance sheet.

Workers
Compensation Receivable/Liabilities

The
Company has had a loss sensitive workers compensation insurance program since
January 1, 2000. The program was with CNA until December 31, 2002 and is currently with
AIG effective January 1, 2003.

23


---

As
part of these programs, the Company has individual stop loss coverage at $1 million per
accident. In addition, the Company has aggregate stop loss coverage for individual claims
that in total exceed the aggregate stop loss amount of 175% of expected losses as
determined by AIG for the 2003 policy year and 130% of expected losses as determined by
CNA for the policy years from January 1, 2000 through December 31, 2002.

At
least annually, the Company obtains an independent actuarially determined calculation of
the estimated costs of claims incurred based on the Companys historical loss
development trends. The estimated costs of the claims calculated may be revised by the
independent actuaries based on developments relating to the actual claims incurred. A
certain amount of judgment is used in this estimation process by both the independent
actuaries and the Company.

The
Companys condensed consolidated financial statements reflect the estimates made by
the independent actuaries as well as other factors related to the AIG and CNA
workers compensation programs within the cost of services on the Companys
condensed consolidated statements of income and within the workers compensation
receivable or the accrued insurance premiums, health and workers compensation
insurance reserves on the Companys condensed consolidated balance sheet. To the
extent that the premium payment to the carriers for the first $1 million per accident of
claims is greater than (less than) the amount of the ultimate liability accrued to date, a
receivable (liability) is recorded. If the actual cost of the claims incurred is higher
than the estimates determined by the independent actuaries, then the accrual rate used to
determine workers compensation costs could increase. If the actual cost of the
claims incurred is lower than the estimates determined by the independent actuaries, then
the accrual rate used to determine workers compensation costs could decrease.

Such
increase or decrease to the accrual rate is reflected in the accounting period that the
change in the amount of workers compensation claims is calculated. Due to the
considerable variability in the estimate of the amount of workers compensation
claims, adjustments to workers compensation costs are sometimes significant.

In
order to recognize the workers compensation cost obligations that are not expected
to be received (paid) in the following year, the Company includes a portion of the
obligation as a long-term receivable (liability) using an applicable discount rate.

Deferred Income Taxes

The
Company recognizes deferred tax assets and liabilities based on the differences between
the financial statement carrying amounts and the tax bases of assets and liabilities. The
Company regularly reviews its deferred tax assets for recoverability and, if necessary,
establishes a valuation allowance based on historical taxable income, projected future
taxable income, and the expected timing of the reversals of existing temporary
differences. If the Company were to operate at a loss or is unable to generate sufficient
future taxable income, or if there is a material change in the actual effective tax rates
or time period within which the underlying temporary differences become taxable or
deductible, then the Company could be required to establish a valuation allowance against
all or a significant portion of the deferred tax assets, resulting in a substantial
increase in the Companys effective tax rate.

24


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RESULTS OF OPERATIONS

The
following table presents the Companys results of operations for the three months and
nine months ended September 30, 2003 and 2002, expressed as a percentage of revenues:

|                                 | For the Three
Months ended
September 30, | For the Nine
Months ended
September 30,
|-------------------------------- | ---------------------------------------- | ---------------------------------------
|
|Revenues                         |                                          | 100.0                                  
|Cost of services                 |                                          | 72.0                                   
|                                 |                                          |                                        
|                                 |                                          |                                        
|Gross profit                     |                                          | 28.0                                   
|Operating expenses:              |                                         
|Salaries, wages and commissions  |                                          | 12.9                                   
|Other general and administrative |                                          | 7.8                                    
|Depreciation and amortization    |                                          | 1.7                                    
|                                 |                                          |                                        
|                                 |                                          |                                        
|Total operating expenses         |                                          | 22.4                                   
|Operating income                 |                                          | 5.6                                    
|Interest income, net             |                                          | 0.4                                    
|                                 |                                          |                                        
|                                 |                                          |                                        
|Income before income taxes       |                                          | 6.0                                    
|Income tax provision             |                                          | 2.0                                    
|                                 |                                          |                                        
|                                 |                                          |                                        
|Net income                       |                                          | 4.0                                    
|                                 |                                          |                                        

SIGNIFICANT TRENDS

In
2001, the Company decided to target new clients in lower risk industries and to no longer
service existing clients in certain high-risk industries. The Company considers industries
to be high-risk if there is a likelihood of a high frequency of on-the-job accidents
involving worksite employees or likelihood that such accidents will be severe. During the
first quarter of 2002, all existing clients in certain high-risk industries such as
roofing and trucking were terminated. However, the Company will continue to service
existing clients in other high-risk industries and intends to retain such clients for as
long as they remain profitable to the Company. As a result, the percentage of total
Company revenue earned from clients in high-risk industries is expected to decrease over
time as the revenue earned from new clients added from other industries increases.

Volatility
in the dollar amount of workers compensation costs arises when the number of
accidents and the severity of such accidents cannot be easily projected, thus resulting in
a wide range of possible expected dollar losses for an insurance policy year. Such
volatility in the projection of expected dollar losses caused by the number of claims and
the severity of such claims is more likely to be associated with industries that have a
level of high-risk associated with them (e.g., construction, roofing, trucking, etc.). By
no longer selling its services to new high-risk clients, the Company believes that it will
reduce the earnings volatility associated with the cost of its workers compensation
insurance programs.

The
Companys risk metrics related to workers compensation continue to show
improvement year-over-year as measured by the decline in annual premium per $100 of total
wage, by the reduction in the number of claims reported and by the decrease in the
frequency of claims per $1,000,000 of workers compensation wages.

Further,
the Company communicated to its existing clients that the comprehensive service fees,
including the cost of providing medical benefits, would increase in 2003 to more
appropriately recognize the Companys cost of providing services and to decrease or
eliminate the aggregate health benefit subsidy. The repricing of the Companys
services is consistent with its strategy to charge service fees that more accurately
reflect current competitive market rates for insurance and benefit-related services.

25


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Three Months Ended
September 30, 2003 Compared to Three Months Ended September 30, 2002

Revenues
were $102.8 million for the three months ended September 30, 2003, compared to $94.4
million for the three months ended September 30, 2002, representing an increase of $8.4
million, or 8.9%. Revenue growth was primarily due to the Companys price increases
implemented as of January 1, 2003.

For
the three months ended September 30, 2003, the average number of paid worksite employees
was 84,381 as compared to 97,300 for the three months ended September 30, 2002,
representing a decrease of 13.3%. The Company believes this decrease was mostly a result of the
Companys price increases.

The
annualized average wage of paid worksite employees for the three months ended September
30, 2003 increased 11.3% to $33,706 from $30,287 for the three months ended September 30,
2002. This increase is consistent with the Companys strategy of focusing on clients
that pay higher wages to their employees.

Total
salaries and wages paid to worksite employees for the three months ended September 30,
2003 decreased 3.5% to $711.0 million from $736.7 million for the three months ended
September 30, 2002, reflecting the overall decline in the number of worksite employees.

As
a result of the repricing actions, the average annualized administrative fees earned per
paid worksite employee increased 16.3% from $932 for the three months ended September 30,
2002 to $1,084 for the three months ended September 30, 2003.

Charges
to clients for workers compensation insurance coverage as a percentage of worksite
salaries and wages for the three months ended September 30, 2003 was 3.70% as compared to
3.26% for the three months ended September 30, 2002, representing an increase of 13.5%.
Workers compensation charges increased during the second quarter of 2003 primarily
due to a billing increase for Florida clients.

The
manual premium rates applicable to the Companys clients remained relatively
unchanged during the third quarter of 2003 as compared to the third quarter of 2002,
reflecting a stabilization of the change in the risk profile of the Companys
clients. Manual premium reflects the risk profile of companies as measured by the rates
that workers compensation insurance carriers and states charge those companies for
workers compensation insurance.

Charges
to clients and worksite employees for medical insurance and retirement benefits coverage
for the three months ended September 30, 2003 were $52.3 million compared to $46.2 million
for the three months ended September 30, 2002, representing an increase of 13.2%. This
increase was attributable to rising health insurance costs as well as the Companys
decision to charge competitive rates for such coverages. As of September 30, 2003
approximately 39% of the Companys client employees participated in the
Companys health benefit plans and 76.4% of the clients offered health benefits
coverage to their employees.

Cost
of services was $74.0 million for the three months ended September 30, 2003, compared to
$72.2 million for the three months ended September 30, 2002, representing an increase of
$1.8 million, or 2.5%. This increase was primarily due to an increase in the cost of
health benefits insurance and which was partially offset by a decrease in workers
compensation costs.

The
cost of providing medical insurance and retirement benefits to clients employees for
the three months ended September 30, 2003 was $52.3 million as compared to $47.9 million
for the three months ended September 30, 2002, representing an increase of 9.2%. This
increase was attributable to increases in costs associated with providing health
insurance.

As
of January 1, 2003, the Company repriced its health benefits insurance coverage provided
to worksite employees in order to reduce the aggregate health benefit subsidy. For the
three months ended September 30, 2003, there was no aggregate health benefit subsidy
compared to a subsidy of $1.7 million for the three months ended September 30, 2002.

26


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Workers
compensation costs for the three months ended September 30, 2003 were $20.7 million
compared to $23.0 million for the three months ended September 30, 2002, representing a
decrease of $2.3 million or 10.0%. Workers compensation costs decreased in the third
quarter of 2003 due to the Companys decision to sell to a target market with a lower
workers compensation risk profile and higher wages.

State
unemployment taxes were $0.7 million for the three months ended September 30, 2003,
compared to $1.2 million for the three months ended September 30, 2002. This decrease was
due to the Company having fewer client employees in 2003 compared to 2002.

Gross
profit was $28.8 million for the three months ended September 30, 2003, compared to $22.2
million for the three months ended September 30, 2002, representing an increase of $ 6.6
million, or 29.7%. Gross profit increased primarily due to the Companys price
increases implemented as of January 1, 2003, an increase in workers compensation
billings and a reduction in workers compensation costs.

Operating
expenses were $23.1 million for the three months ended September 30, 2003, compared to
$20.8 million for the three months ended September 30, 2002, representing an increase of
$2.3 million, or 11.1%.

Salaries,
wages and commissions were $13.3 million for the three months ended September 30, 2003,
compared to $13.0 million for the three months ended September 30, 2002, representing a
increase of $0.3 million, or 2.3%. This increase was due primarily to the Companys
efforts to expand its sales force personnel by 100 during 2003.

Other
general and administrative expenses were $8.0 million for the three months ended September
30, 2003, compared to $5.8 million for the three months ended September 30, 2002,
representing an increase of $2.2 million, or 37.9%. This increase was due primarily to
increases in recruiting, training and travel costs related to the expansion of the sales
force and an increase in general business insurance costs.

Depreciation
and amortization expenses were $1.8 million for the three months ended September 30, 2003,
compared to $2.0 million for the three months ended September 30, 2002.

Interest
income was $0.4 million for the three months ended September 30, 2003 and $0.5 million for
the three months ended September 30, 2002 representing a decrease of $0.1 million due to a
decline in interest rates.

Income
tax expense for the three months ended September 30, 2003 was $2.0 million, compared to
$0.7 million for the three months ended September 30, 2002. The Companys effective
tax rate for financial reporting purposes was 33.0% for the three months ended September
30, 2003 as compared to 34.0% for the three months ended September 30, 2002.

Net
income was $4.1 million for the three months ended September 30, 2003, compared to net
income of $1.3 million for the three months ended September 30, 2002, representing an
increase of $2.8 million.

Nine Months Ended
September 30, 2003 Compared to Nine Months Ended September 30, 2002

Revenues
were $307.7 million for the nine months ended September 30, 2003, compared to $278.5
million for the nine months ended September 30, 2002, representing an increase of $29.2
million, or 10.5%. Revenue growth was primarily due to the Companys price increases
implemented as of January 1, 2003.

27


---

For
the nine months ended September 30, 2003, the average number of paid worksite employees
was 86,037 as compared to 96,745 for the nine months ended September 30, 2002,
representing a decrease of 11.1%. The Company believes this decrease was mostly a result
of the Companys price increases.

The
annualized average wage of paid worksite employees for the nine months ended September 30,
2003 increased 11.2% to $32,234 from $28,981 for the nine months ended September 30, 2002.
This increase is consistent with the Companys strategy of focusing on clients that
pay higher wages to their employees.

Total
salaries and wages paid to worksite employees for the nine months ended September 30, 2003
decreased 0.1% to $2,080.0 million from $2,102.8 million for the nine months ended
September 30, 2002 reflecting the overall decline in worksite employees.

As
a result of the repricing actions, the average annualized administrative fees earned per
paid worksite employee increased 15.2% from $914 for the nine months ended September 30,
2002 to $1,053 for the nine months ended September 30, 2003.

Charges
to clients for workers compensation insurance coverage as a percentage of worksite
salaries and wages for the nine months ended September 30, 2003 was 3.63% as compared to
3.42% for the nine months ended September 30, 2002, representing an increase of 6.1%.
Workers compensation charges increased in the first three quarters of 2003 primarily
due to a billing increase for Florida clients.

The
manual premium rate applicable to the Companys clients decreased 7.1% during the
nine months ended September 30, 2003 as compared to the nine months ended September 30,
2002. This decrease in the Companys manual premium rates reflects the improved risk
profile of the Companys clients.

Charges
to clients and worksite employees for medical insurance and retirement benefits coverage
for the nine months ended September 30, 2003 were $156.4 million as compared to $132.4
million for the nine months ended September 30, 2002, representing an increase of 18.1%.
This increase was attributable to rising health insurance costs as well as the
Companys decision to charge competitive rates for such coverage.

Cost
of services was $226.3 million for the nine months ended September 30, 2003, compared to
$210.6 million for the nine months ended September 30, 2002, representing an increase of
$15.7 million, or 7.5%. This increase was primarily due to an increase in the cost of
health benefits insurance, which was partially offset by a decrease in workers
compensation costs.

The
cost of providing medical insurance and retirement benefits to clients employees for the
nine months ended September 30, 2003 was $156.4 million as compared to $136.4 million for
the nine months ended September 30, 2002, representing an increase of 14.7%. This increase
was attributable to increases in costs associated with providing health insurance. For the nine months ended
September 30, 2003, there was no aggregate health benefit subsidy compared to a subsidy of
$3.8 million for the nine months ended September 30, 2002.

Workers
compensation costs for the nine months ended September 30, 2003 were $63.8 million
compared to $68.7 million for the nine months ended September 30, 2002, representing a
decrease of $4.9 million or 7.1%. Workers compensation costs decreased in the first
three quarters of 2003 due to the Companys decision to sell to a target market with
a lower workers compensation risk profile and higher wages.

State
unemployment taxes were $4.9 million for the nine months ended September 30, 2003,
compared to $5.2 million for the nine months ended September 30, 2002, representing a
decrease of $0.3 million or 5.8%. This decrease was primarily the result of the net effect
of a reduction in client employees and business expansion into states with higher
unemployment tax rates.

Gross
profit was $81.4 million for the nine months ended September 30, 2003, compared to $67.8
million for the nine months ended September 30, 2002, representing an increase of $13.6
million, or

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20.1%. Gross profit increased primarily due to the Companys price
increases implemented as of January 1, 2003, an increase in workers compensation
billings and a reduction in workers compensation costs.

Operating
expenses were $67.2 million for the nine months ended September 30, 2003, compared to
$64.2 million for the nine months ended September 30, 2002, representing an increase of
$3.0 million, or 4.7 %.

Salaries,
wages and commissions were $38.8 million for the nine months ended September 30, 2003,
compared to $39.7 million for the nine months ended September 30, 2002, representing a
decrease of $0.9 million, or 2.3%. This decrease was due primarily to a reduction in the
number of internal employees throughout 2002, which carried over and then stabilized
through the first two quarters of 2003.

Other
general and administrative expenses were $23.0 million for the nine months ended September
30, 2003, compared to $18.5 million for the nine months ended September 30, 2002,
representing an increase of $4.5 million, or 24.3%. This increase was due primarily to
increases in recruiting, training and travel costs related to the expansion of the sales
force and an increase in general business insurance costs.

Depreciation
and amortization expenses were $5.4 million for the nine months ended September 30, 2003,
compared to $6.0 million for the nine months ended September 30, 2002. Depreciation
expense decreased as a result of assets reaching the end of their depreciable lives and
was partially offset by increased depreciation expense related to capital expenditures.

Interest
income was $1.2 million for the nine months ended September 30, 2003 and $1.5 million for
the nine months ended September 30, 2002 representing a decrease of $0.3 million due to a
decline in interest rates.

Income
tax expense for the nine months ended September 30, 2003 was $5.1 million, compared to
$1.8 million for the nine months ended September 30, 2002. The Companys effective
tax rate for financial reporting purposes was 33.0% for the nine months ended September
30, 2003 as compared to 34.0% for the nine months ended September 30, 2002.

Net
income was $10.3 million for the nine months ended September 30, 2003, compared to net
income of $3.4 million for the nine months ended September 30, 2002, representing an
increase of $6.9 million.

Liquidity and Capital
Resources

At
September 30, 2003, the Company had $127.7 million in total cash and cash equivalents,
certificates and short-term marketable securities, of which $40.1 million was
unrestricted. The Company is required to collateralize its obligations under its
workers compensation and health benefit plans and certain general insurance
coverages. The Company uses its cash and cash equivalents to collateralize these
obligations as more fully described below. Cash and cash equivalents used to collateralize
these obligations are designated as restricted in the Companys financial statements.

At
September 30, 2003, the Company had pledged $87.6 million of restricted certificates of
deposit and restricted short-term marketable securities, with original maturities of less
than one year, as collateral for certain standby letters of credit or in collateral trust
arrangements issued in connection with the Companys workers compensation and
health benefit plans. Of this amount, $78.9 million was pledged as part of the
Companys workers compensation programs with CNA for the policy years January
1, 2000 through December 31, 2002 and $2.7 million was pledged as part of the
Companys general insurance programs with AIG.

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The
Companys collateralization obligations at September 30, 2003, also included $6.0
million under its BCBS medical benefit plans. The amount of collateral required to be
provided to BCBS is expected to increase over the three-year renewal term, based in part
on the increase in plan participation and the requirement by BCBS to increase the
Companys collateralized obligations from one months estimate of claims payment
to two months. The Company was not required to collateralize the Aetna program for 2003.

The
Company does not anticipate that additional cash and cash equivalents will be required as
collateral for the 2004 workers compensation and other related insurance programs
with AIG.

The
Company had no long-term debt outstanding as of September 30, 2003 and 2002.

The Companys
billings to its clients include: (i) each worksite employees gross wages; (ii) a
markup which is computed as a percentage of the gross wages; (iii) related payroll taxes;
and (iv) the clients portion of benefits, including medical and retirement benefits,
provided to the worksite employees based on elected coverage levels by the client and the
worksite employee. Included in the Companys billings during the first nine months of
2003 were salaries, wages and payroll taxes of worksite employees of $2,234.8 million.

The
billings to clients are managed from a cash flow perspective so that a matching exists
between the time that the funds are received from a client to the time that the funds are
paid to the worksite employees and to the appropriate tax jurisdictions. As a co-employer,
and under the terms of the Professional Services Agreement, the Company is obligated to
make certain wage, tax and regulatory payments. Therefore, the objective of the Company is
to minimize the credit risk associated with remitting the payroll and associated taxes
before receiving the service fees charged by the Company from the client.

In
addition to yielding a profit to the Company, the markup to the client is intended to
cover the Companys costs of: (i) workers compensation insurance for worksite
employees; (ii) medical and retirement benefit plan coverage of the worksite employees;
(iii) state unemployment insurance; and (iv) human resource consulting services and
payroll and benefits administration services.

The
Companys primary short-term liquidity requirements relate to the payment of accrued
payroll and payroll taxes of its internal and worksite employees, accounts payable for
capital expenditures and the payment of accrued workers compensation expense and
medical benefit plan premiums.

At
September 30, 2003, the Company had net working capital of $72.2 million, including
restricted funds of $87.6 million, as compared to $89.6 million in net working capital as
of December 31, 2002, including $92.5 million of restricted funds.

Net
cash provided by operating activities was $6.4 million for the nine months ended September
30, 2003 as compared to net cash provided by operating activities of $28.7 million for the
nine months ended September 30, 2002, representing a decrease of $22.3 million. The
overall decrease in cash provided by operating activities is attributable to several
factors. An increase in the workers compensation receivable from AIG for premium
funding in excess of projected claim liabilities and a reduction in liabilities reduced
the net cash provided by operating activities and was partially offset by the increase in
net income and an increase in the deferred tax provision. The timing and amount of
payments for payroll, payroll taxes and benefit premiums can vary significantly based on
various factors, including the day of the week on which a period ends and the existence of
holidays at or immediately following a period-end.

Cash
used in investing activities for the nine months ended September 30, 2003 of $14.2 million
primarily relates to the increase in restricted investments as a result of
collateralization obligations for the 2003 AIG workers compensation program. Cash
used in investing activities during the nine months ended September 30, 2002 of $48.1
million related to the increase in restricted securities as a result of collateralization
obligations for the 2002 CNA workers compensation program.

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Cash
provided by financing activities for the nine months ended September 30, 2003, of $14.1
million, was primarily a result of the sale by the Company on June 6, 2003, of 30,000
shares of Series A Preferred Stock for $27.7 million (net of transaction costs of $2.3
million). Proceeds from the sale of the Series A Preferred Stock totaling $16.3 million
were used by the Company to purchase from Charles S.Craig, a former director of the
Company, approximately 3.1 million shares of Common Stock and options to purchase Common
Stock. During the nine months ended September 30, 2002, cash used in financing activities
of $2.6 million resulted from the net effect of dividends paid by the Company versus cash
received by the Company for the issuance of Common Stock.

In
March of 2001, the Company instituted a quarterly dividend program of $0.05 per share of
outstanding Common Stock, and pursuant to this program the Board of Directors declared a
cash dividend of $0.05 per share of Common Stock in September 2003, payable on October 31,
2003 to holders of record on October 15, 2003. While, this dividend declaration is part of
an intended regular quarterly dividend program, any future determination as to the payment
of dividends will be made at the discretion of the Board of Directors and will depend upon
the Companys operating results, financial condition, capital requirements, general
business conditions and such other factors as the Board of Directors deems relevant. No
dividend may be paid on the Common Stock unless the holders of the Series A Preferred
Stock are also paid the dividends required to be paid on the preferred stock. Under the
terms of the Series A Preferred Stock, the consent of the Majority Holders of the Series A
Preferred Stock will be required for the payment of dividends in excess of 50% of net
income for 2003 and 2004, in excess of 40% of net income for 2005, and in excess of 30% of
net income thereafter.

The
Company periodically evaluates its liquidity requirements, capital needs and availability
of capital resources in view of its plans for expansion, anticipated levels of medical
benefit plan subsidies, collateralization requirements for insurance coverages and other
operating cash needs. The Company believes that its current cash balances and cash flow
from operations will be sufficient to meet its requirements for the next 12 months.

Net
proceeds from the sale of the Series A Preferred Stock provided additional capital to the
Company which, combined with other sources of cash, will enable it to pursue its growth
strategy, including possible acquisitions. If the Company does not achieve its profit
objectives in 2003 and its cash balances and cash flow from operations are inadequate to
meet its operating and collateralization requirements as well as its long-term capital
needs, the Company may explore additional external financing alternatives, including
public or private debt and/or equity financing. The Company is currently in the process of
negotiating the terms of a proposed revolving line of credit with a bank lender. However,
there is no assurance that financing from external sources will be available to the
Company at prevailing market rates. In addition, certain types or amounts of financing
will require the consent of the Frontenac entities so long as they hold (or are entitled
to vote) a majority of the Series A Preferred Stock.

ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

The
Company is subject to market risk from exposure to changes in interest rates based on its
investing and cash management activities. The Company utilizes U.S. government agency and
other corporate debt with fixed rates and maturities of less than one year to manage its
exposures to interest rates. (See Note 2 to the Condensed Consolidated Financial
Statements appearing elsewhere in this Form 10-Q). The Company is also subject to market
risk from exposures to changes in interest rates related to insurance premiums paid to CNA
under its workers compensation programs for the policy years 2000 through 2002 and
related to the collateral provided to AIG for the 2003 workers compensation program.
The insurance premiums paid to CNA and collateral held for AIG are invested in short-term
auction market preferred stocks, auction market municipal bonds, a mutual fund, as well as
money market funds. The insurance premiums paid to AIG under its 2003 workers
compensation program earn a fixed rate of return and are not subject to market risk from
changes in interest rates. The Company does not expect changes in interest rates to have a
material effect on income or cash flows in fiscal 2003, although there can be no
assurances that interest rates will not change.

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ITEM 4. Controls and
Procedures

Within
90 days prior to the date of this report, the Companys management, including the
Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures pursuant to Rule 13a-14(c) of the Securities Exchange Act of 1934. Based upon
that evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures were effective as of
the date of the evaluation. Subsequent to the date the Chief Executive Officer and Chief
Financial Officer carried out their evaluation, there have been no significant changes in
the Companys internal controls, or other factors that could significantly affect
such internal controls, including any corrective actions taken with regard to significant
deficiencies and material weaknesses.

CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS

In
connection with the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 (the Reform Act), the Company hereby provides cautionary statements
identifying important factors that could cause the Companys actual results to differ
materially from those projected in forward-looking statements (as such term is defined in
the Reform Act) made by or on behalf of the Company herein, in other filings made by the
Company with the Securities and Exchange Commission, in press releases or other writings,
or orally, whether in presentations, in response to questions or otherwise. Any statements
that express, or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always, through the use of
words or phrases such as will result, are expected to,
anticipated, plans, intends, will
continue, estimated, and projection) are not historical
facts and may be forward-looking and, accordingly, such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the actual results
or performance of the Company to be materially different from any future results or
performance expressed or implied by such forward-looking statements. Such known and
unknown risks, uncertainties and other factors include, but are not limited to, the
following:

| | (i) | volatility
of costs of workers compensation insurance coverage and profit
               generated from the workers compensation component of the Companys
               service offering under its loss sensitive workers compensation
programs;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | volatility
of state unemployment taxes;
| | ---- | ---------------------------------------

| | (iii) | the
uncertainties relating to the collateralization, loss retention
               requirements, availability and renewal of the Companys healthcare
programs                and workers compensation insurance programs for worksite
employees and the                general insurance policies of the Company as such may be
affected, positively or                negatively, by various factors such as claims
development trends, projected                losses, claims paid and the Companys
credit risk;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | uncertainties
as to the amount the Company will pay to subsidize the costs of                medical
benefit plans;
| | ---- | -------------------------------------------------------------------------------------------------------------------

| | (v) | possible
adverse application of certain federal and state laws and the possible
               enactment of unfavorable laws or regulation;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | litigation
and other claims against the Company and its clients including the                impact
of such claims on the cost, availability and retention amounts of the
               Companys general insurance coverage programs;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | impact
of competition from existing and new businesses offering human resources
               outsourcing services;
| | ----- | --------------------------------------------------------------------------------------------------------------------

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| | (viii) | risks
associated with expansion into additional markets where the Company does
               not have a presence or significant market penetration;
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | risks
associated with the Companys dependence on key vendors and the
               ability to obtain or renew benefit contracts and general insurance
policies at                rates and with retention amounts acceptable to the Company;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | an
unfavorable determination by the Internal Revenue Service or Department of
               Labor regarding the status of the Company as an employer;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | the
possibility of client attrition due to price increases of client services,
               including healthcare programs;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | (xii) | risks
associated with geographic market concentration;
| | ----- | ------------------------------------------------------

| | (xiii) | the
financial condition of clients;
| | ------ | -----------------------------------

| | (xiv) | the
effect of economic conditions in the United States generally on the                Companys
business;
| | ----- | ----------------------------------------------------------------------------------------------------------

| | (xv) | the
failure to properly manage growth and successfully integrate acquired
               companies and operations, including particularly the risk of attrition of
               clients acquired in acquisitions;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xvi) | risks
associated with providing new product and service offerings to clients;
| | ----- | -----------------------------------------------------------------------------

| | (xvii) | the
ability to secure external financing at rates acceptable to the Company;
| | ------ | ----------------------------------------------------------------------------

| | (xviii) | risks
associated with third party claims related to the acts, errors or
               omissions of worksite employees; and
| | ------- | ---------------------------------------------------------------------------------------------------------------------------

| | (xix) | other
factors which are described in further detail in the Companys Annual
               Report on Form 10-K and in other filings by the Company with the
Securities and                Exchange Commission.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company cautions that the factors described above could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements made by or on
behalf of the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after the date
on which such statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for management to predict all of
such factors. Further, management cannot assess the impact of each such factor on the
business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Lawrence
E. Egle v. Gevity HR, Inc., et al. On April 30, 1999, a shareholder of the Company,
brought a class action in the Twelfth Judicial Division, Manatee County, Florida against
the Company and certain of its directors alleging that the directors and senior officers
of the Company breached their fiduciary duty to shareholders by failing to pursue a
proposal from Paribas Principal Partners to acquire the Company in order to entrench
themselves in the management of the Company. At a hearing held on September 26, 2003, the
Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, approved
settlement of the class action lawsuit. The terms of the settlement include no admission
of liability or wrongdoing on the part of the Company or the individual defendants, and
call for payment in the total amount of $1.8 million to the class members who make a claim
and do not request exclusion, inclusive of attorneys fees and costs. The settlement
will be paid out of insurance proceeds, therefore resulting in no financial impact on the
Company.

On August 12, 2003, a former employee filed a lawsuit against the Company, (Donald Lauderback vs. Gevity HR,
Inc., d/b/a Gevity Health Plan) in the U.S. District Court for the Northern District of Texas. The plaintiff
alleges that he was wrongfully terminated by the Company after approximately two weeks of employment, for
raising concerns related to the operation of the Company's health insurance programs. The lawsuit, filed as a
purported class action on behalf of participants in Company-sponsored health plans, alleges that the Company's
health insurance pricing procedures/policies violate certain Texas state insurance laws, the Health Insurance
Portability and Accountability Act of 1996 and the Employee Retirement Income Security Act of 1974. The
Company believes the suit to be completely without merit and intends to aggressively defend the action.
Accordingly, the Company has filed a Motion to dismiss the lawsuit. As detailed in its Motion to Dismiss, the
Company believes its practices to be fully in compliance with applicable laws and regulations.  Further, the
Company believes that the suit is deficient on a number of procedural grounds. The Court is expected to rule
on the Company's Motion to Dismiss in the next several months.

The
Company is a party to certain other pending claims that have arisen in the normal course
of business, none of which, in the opinion of management, is expected to have a material
adverse effect on the consolidated financial position or results of operations if
adversely resolved. However, the defense and settlement of such claims may impact the
future availability, retention amounts and cost to the Company of applicable insurance
coverage.

From
time to time the Company is made a party to claims based upon the acts or omissions of its
clients worksite employees for the acts or omissions of worksite employees and
vigorously defends against such claims.

ITEM 5. Other Information

On
September 25, 2003, the Company announced the appointment of Sal Uglietta to the position
of Senior Vice President of Benefits and Risk Management, a new position at the Company,
effective October 6, 2003.

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ITEM 6.  Exhibits and
Reports on Form 8-K

(a) Exhibits

| | 31.1 | Certification
of Erik Vonk, Chief Executive Officer, filed pursuant to Rules 13a-14(a) and 15d-14(a) as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of Peter Grabowski, Chief Financial Officer, filed pursuant to Rules 13a-14(a) and
15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32 | Certification
 furnished  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                   2002.
| | -- | ---------------------------------------------------------------------------------------------------------

(b)       
          Reports on Form 8-K

On
September 29, 2003, a Current Report on Form 8-K was filed with the Securities and
Exchange Commission containing the press release and employment offer relating to the
appointment of Sal Uglietta to the position of Senior Vice President of Benefits and Risk
Management, effective October 6, 2003. The Current Report also reported the declaration of
a quarterly dividend on the Common Stock of $.05 per share, payable October 31, 2003 to
shareholders of record as of October 15, 2003.

On
October 23, 2003, a Current Report on Form 8-K was filed with the Securities and Exchange
Commission announcing the Companys financial results for the three and nine month
periods ended September 30, 2003.

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SIGNATURE

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

GEVITY HR, INC.

|Dated:  November 13, 2003 |  | /s/ PETER C. GRABOWSKI       
|------------------------- |  | -----------------------------
|                          |  | Chief Financial Officer      
|                          |  | (Principal Financial Officer)

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