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

# FORM 10-Q

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

# For the quarterly
period ended June 30, 2005.

# 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
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 July 22, 2005
|------------------------- |  | -------------------------------
|Par value $0.01 per share |  | 27,747,270                     




---

|        | TABLE OF CONTENTS | Page                                                                              
|------- | ----------------- | ----------------------------------------------------------------------------------
|PART I  |                   | FINANCIAL INFORMATION                                                             
|        |                   | ITEM 1. Financial Statements                                                      
|        |                   | Condensed Consolidated Statements of Operations for the three and six months ended
|        |                   | June 30, 2005 and 2004 (unaudited)                                                
|        |                   | Condensed Consolidated Balance Sheets as of June 30, 2005                         
|        |                   | and December 31, 2004 (unaudited)                                                 
|        |                   | Condensed Consolidated Statements of Cash Flows                                   
|        |                   | for the six months ended June 30, 2005 and 2004 (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 4. Submission of Matters to a Vote of Security Holders                       
|        |                   | ITEM 5. Other Information                                                         
|        |                   | ITEM 6. Exhibits                                                                  
|        |                   | SIGNATURE                                                                         

2


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# PART I. FINANCIAL
INFORMATION

# ITEM 1. Financial Statements

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

|                                                       | FOR THE THREE MONTHS ENDED
JUNE 30, | FOR THE SIX MONTHS ENDED
JUNE 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 income (expense), net              |                                     |                                  
|                                                       |                                     |                                  
|Income before income taxes                             |                                     |                                  
|Income tax provision                                   |                                     |                                  
|                                                       |                                     |                                  
|Net income                                             |                                     |                                  
|                                                       |                                     |                                  
|Non-recurring, non-cash charge attributable to the     |                                     |                                  
|acceleration of the unamortized discount associated    |                                     |                                  
|with the conversion into common stock of all shares    |                                     |                                  
|of the convertible, redeemable preferred stock         |                                     |                                  
|Non-cash charges attributable to beneficial conversion |                                     |                                  
|feature and accretion of redemption value of           |                                     |                                  
|convertible, redeemable preferred stock                |                                     |                                  
|Preferred stock dividends                              |                                     |                                  
|                                                       |                                     |                                  
|                                                       |                                     |                                  
|Net income (loss) attributable to common shareholders  |                                     |                                  
|                                                       |                                     |                                  
|Net income (loss) per common share:                    |                                     |                                  
|- Basic                                                |                                     |                                  
|                                                       |                                     |                                  
|                                                       |                                     |                                  
|- Diluted (Reported earnings per common share          |                                     |                                  
|includes adjustments per share of ($1.22) and          |                                     |                                  
|($1.26) for the three and six                          |                                     |                                  
|months ended June 30, 2004, respectively,              |                                     |                                  
|substantially all attributable to the                  |                                     |                                  
|non-recurring, non-cash charge related                 |                                     |                                  
|to the acceleration of the unamortized                 |                                     |                                  
|discount associated with the conversion                |                                     |                                  
|into common stock of all shares of the                 |                                     |                                  
|convertible, redeemable preferred stock)               |                                     |                                  
|                                                       |                                     |                                  
|Weighted average common shares outstanding:            |                                     |                                  
|- Basic                                                |                                     |                                  
|- Diluted                                              |                                     |                                  

See
notes to condensed consolidated financial statements.

3


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# GEVITY HR, INC. AND SUBSIDIARIES CONDENSED
CONSOLIDATED BALANCE SHEETSUNAUDITED (in $000s)

|                                                 | June 30,
2005 | December 31,
2004
|------------------------------------------------ | ------------- | -----------------
|ASSETS                                           |               |                  
|Current assets:                                  |               |                  
|Cash and cash equivalents                        |               |                  
|Certificates of deposit - restricted             |               |                  
|                                                 |               |                  
|Marketable securities - restricted               |               |                  
|                                                 |               |                  
|Accounts receivable, net                         |               |                  
|Short-term workers' compensation receivable, net |               |                  
|                                                 |               |                  
|Other current assets                             |               |                  
|                                                 |               |                  
|                                                 |               |                  
|                                                 |               |                  
|Total current assets                             |               |                  
|Property and equipment, net                      |               |                  
|Long-term marketable securities - restricted     |               |                  
|                                                 |               |                  
|Long-term workers' compensation receivable, net  |               |                  
|Intangible assets, net                           |               |                  
|                                                 |               |                  
|Goodwill                                         |               |                  
|                                                 |               |                  
|Deferred tax asset, net                          |               |                  
|                                                 |               |                  
|Other assets                                     |               |                  
|                                                 |               |                  
|Total assets                                     |               |                  
|                                                 |               |                  
|                                                 |               |                  
|                                                 |               |                  

See
notes to condensed consolidated financial statements.

4


---

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

|                                                                      | June 30,
2005 | December 31,
2004
|--------------------------------------------------------------------- | ------------- | -----------------
|LIABILITIES AND SHAREHOLDERS' EQUITY                                  |               |                  
|Current liabilities:                                                  |               |                  
|Accrued payroll and payroll taxes                                     |               |                  
|Accrued insurance premiums, health and                                |               |                  
|workers' compensation insurance reserves                              |               |                  
|Customer deposits and prepayments                                     |               |                  
|Accounts payable and other accrued liabilities                        |               |                  
|Income taxes payable                                                  |               |                  
|Deferred tax liability, net                                           |               |                  
|                                                                      |               |                  
|Dividends payable                                                     |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total current liabilities                                             |               |                  
|Long-term accrued workers' compensation                               |               |                  
|insurance reserves                                                    |               |                  
|                                                                      |               |                  
|Other long-term liabilities                                           |               |                  
|                                                                      |               |                  
|Total liabilities                                                     |               |                  
|                                                                      |               |                  
|Commitments and contingencies  (see notes)                            |               |                  
|Shareholders' equity:                                                 |               |                  
|Common stock, $.01 par value, 100,000,000 shares authorized,          |               |                  
|30,750,390 and 30,408,220 issued and outstanding as of June 30,       |               |                  
|2005 and December 31, 2004, respectively                              |               |                  
|                                                                      |               |                  
|Additional paid-in capital                                            |               |                  
|Retained earnings                                                     |               |                  
|                                                                      |               |                  
|Deferred compensation                                                 |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Treasury stock (3,035,845 and 3,034,974 shares at cost, respectively) |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total shareholders' equity                                            |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total liabilities and shareholders' equity                            |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|                                                                      |               |                  

See notes
to condensed consolidated financial statements.

5


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

|                                                               | For the Six Months Ended
June 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, net                                    |                                  
|Provision for bad debts                                        |                                  
|Other                                                          |                                  
|Changes in operating working capital:                          |                                  
|Accounts receivable, net                                       |                                  
|Other current assets                                           |                                  
|Workers' compensation receivable, net                          |                                  
|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                              |                                  
|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                                                        |                                  
|Assets acquired in business acquisitions                       |                                  
|Capital expenditures                                           |                                  
|                                                               |                                  
|Net cash used in investing activities                          |                                  
|                                                               |                                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                          |                                  
|Payment of cash dividends to shareholders                      |                                  
|Proceeds of credit line borrowing                              |                                  
|Payments on credit line borrowing                              |                                  
|Proceeds from secondary stock offering                         |                                  
|Debt issuance costs                                            |                                  
|Proceeds from issuance of common shares, net                   |                                  
|                                                               |                                  
|Net cash (used in) provided by financing activities            |                                  
|                                                               |                                  
|Net increase 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                                              |                                  
|                                                               |                                  
|                                                               |                                  
|Interest paid                                                  |                                  
|                                                               |                                  

See
notes to condensed consolidated financial statements.

6


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# GEVITY HR, INC. AND
SUBSIDIARIESNOTES 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
subsidiaries (collectively, 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 included in the Companys Annual Report on Form 10-K for
the year ended December 31, 2004, as 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.

The
Companys significant accounting policies are disclosed in Note 1 of the
Companys consolidated financial statements contained in the Form 10-K. The
Companys critical accounting estimates are disclosed in Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations, in the Form
10-K. On an ongoing basis, the Company evaluates its policies, estimates and assumptions,
including those related to revenue recognition, workers compensation
receivable/reserves, intangible assets, medical benefit plan liabilities, state
unemployment taxes, allowance for doubtful accounts, and deferred taxes. Since the date of
the Form 10-K, there have been no material changes to the Companys significant
accounting policies and critical accounting estimates.

Certain
prior period amounts have been reclassified to conform to current period presentation.

Significant Accounting
Policies

Stock-Based
Compensation  In December 2002, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (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, Accounting for Stock-Based Compensation,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 for condensed financial statements for interim periods.

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. 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.
This has resulted in compensation expense recognized only with respect to awards of restricted
stock under the Companys stock compensation plans (see Note 9). Had compensation
cost for the stock 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:

7


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|                                  |  | For the Three Months Ended | For the Six Months Ended
|--------------------------------- |  | -------------------------- | ------------------------
|
|
|Net income                        |  |                            | As reported             
|                                  |  |                            |                         
|Add: Total stock-based            |  |                            |                         
|compensation included in          |  |                            |                         
|net income, net of tax effect     |  |                            | As reported             
|                                  |  |                            |                         
|                                  |  |                            |                         
|Less: Total stock-based           |  |                            |                         
|employee compensation             |  |                            |                         
|expense determined under          |  |                            |                         
|fair value method for all         |  |                            |                         
|awards, net of tax effect         |  |                            | Pro forma               
|                                  |  |                            |                         
|Net income                        |  |                            | Pro forma               
|                                  |  |                            |                         
|                                  |  |                            |                         
|Basic earnings (loss) per share   |  |                            | As reported             
|                                  |  |                            | Pro forma               
|Diluted earnings (loss) per share |  |                            | As reported             
|                                  |  |                            | Pro forma               

In
December 2004, FASB issued Statement No. 123 (Revised 2004), Share-Based Payment
(SFAS No. 123(R)). SFAS No. 123(R) requires that the cost resulting from all
share-based payment transactions be recognized in the financial statements over the period
during which an employee is required to provide service in exchange for the award. SFAS No.
123(R) establishes fair value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a fair-value based method in
accounting for share-based transactions with employees. SFAS No. 123(R) also amends SFAS No.
95, Statement of Cash Flows, to require that excess tax benefits be reported as
cash inflow from financing activities rather than as a reduction of taxes paid. On April
14, 2005, the effective date of SFAS No. 123(R) was amended by the Securities and Exchange
Commission and is effective for the Company beginning January 1, 2006.

The
Company is evaluating the requirements of SFAS No. 123(R) and expects that its
implementation will have a significant impact on the Companys consolidated results
of operations and earnings per share. The impact of the implementation of SFAS No.123(R)
cannot be predicted at this time because it will depend on levels of share-based payments
granted in the future. The Company will be required to expense the fair value of its stock
option grants and stock purchases under its employee stock purchase plan rather than the
current practice of disclosure of their impact on its consolidated net income within the
footnotes. The amounts currently disclosed within the Companys footnotes are not
necessarily indicative of the amounts that will be expensed upon the implementation of
SFAS No.123(R). Compensation expense calculated under SFAS No. 123(R) may differ
from amounts currently disclosed within the Companys footnotes based on changes in
the fair value of its common stock, changes in the number of options granted or the terms
of such options, the treatment of tax benefits and changes in interest rates or other
factors. In addition, upon implementation of SFAS No. 123(R), the Company may choose to
use a different valuation model from that currently used to value the compensation expense associated with employee
stock options.

# 2. MARKETABLE SECURITIES
 RESTRICTED

At
June 30, 2005 and December 31, 2004, the Companys investment portfolio consisted of
restricted money market funds classified as available-for-sale and restricted mutual funds
classified as trading.

8


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Restricted
money market funds relate to collateral held in connection with the Companys
workers compensation programs and collateral held in connection with the
Companys general insurance programs. These securities are recorded at fair value.
The interest earned on these investments is recognized as interest income on the
Companys condensed consolidated statements of operations.

Restricted
marketable securities designated as trading are mutual funds held in a rabbi trust in
connection with a non-qualified deferred compensation plan. These securities are recorded
at fair value. Realized and unrealized holding gains and losses related to these
investments, as well as the offsetting compensation expense, are recognized in net income
as they occur.

The
fair value of the marketable securities portfolio by type and classification as of June
30, 2005 and December 31, 2004 is as follows:

|                                                    | Amortized
Cost | Gross
Unrealized
Gain | Estimated
Fair Value
|--------------------------------------------------- | -------------- | --------------------- | --------------------
|
|
|As of June 30, 2005:                                |                |                       |                     
|Short-term                                          |                |                       |                     
|Money market - restricted                           |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total short-term marketable securities - restricted |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Long-term                                           |                |                       |                     
|Money market - restricted                           |                |                       | $                   
|Mutual funds - trading - restricted                 |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total long-term marketable securities - restricted  |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|As of December 31, 2004:                            |                |                       |                     
|Short-term                                          |                |                      
|Money market - restricted                           |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total short-term marketable securities - restricted |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Long-term                                           |                |                       |                     
|Money market - restricted                           |                |                       | $                   
|Mutual funds - trading - restricted                 |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|Total long-term marketable securities - restricted  |                |                       | $                   
|                                                    |                |                       |                     
|                                                    |                |                       |                     
|                                                    |                |                       |                     

For
the three and six months ended June 30, 2005 and June 30, 2004, there were no realized
gains or losses from the sale of marketable securities. There were no unrealized gains or
losses on marketable securities as of June 30, 2005 and December 31, 2004.

# 3. ACCOUNTS RECEIVABLE

At
June 30, 2005 and December 31, 2004, accounts receivable from clients consisted of the
following:

|                                      | June 30,
2005 | December 31,
2004
|------------------------------------- | ------------- | -----------------
|
|
|Billed to clients                     |               |                  
|                                      |               |                  
|Unbilled revenues                     |               |                  
|                                      |               |                  
|                                      |               |                  
|                                      |               |                  
|                                      |               |                  
|                                      |               |                  
|Less: Allowance for doubtful accounts |               |                  
|                                      |               |                  
|                                      |               |                  
|                                      |               |                  
|Total                                 |               |                  
|                                      |               |                  

9


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The
Company establishes an allowance for doubtful accounts based upon managements
assessment of the collectibility of specific accounts and other potentially uncollectible
amounts. The Company reviews its allowance for doubtful accounts on a quarterly basis.

# 4. WORKERS
COMPENSATION RECEIVABLE/ RESERVES

The
Company has had a loss sensitive workers compensation insurance program since
January 1, 2000. The program is insured by CNA for the 2000, 2001 and 2002 program years.
The program is currently insured by AIG and includes coverage for the 2003, 2004 and 2005
program years. In states where private insurance is not permitted, client employees are
covered by state insurance funds.

The
insured loss sensitive programs provide insurance coverage for claims incurred in each
plan year but which may be paid out over future periods dependent upon the nature and
extent of the worksite injury. The fully insured loss sensitive programs provide for a
sharing of risk between the insurance companies and the Company whereby the Company is
responsible for paying, through the respective insurance company, the first $1.0 million
per occurrence of claims for policy years 2000 through 2003 and $2.0 million per
occurrence of claims for policy years 2004 and 2005, and the respective insurance company
is responsible for amounts in excess of the Companys per occurrence amount. For the
2005 and 2004 program years, the Company purchased additional insurance coverage from
Munich American Reassurance Company for the layer of claims between $0.750 million and
$2.0 million per occurrence for 2005 and for the layer of claims between $1.0 million and
$2.0 million per occurrence for 2004. The workers compensation insurance programs
are fully insured policies written by the respective carriers. If the Company were to fail
to make premium payments to the carriers as scheduled, then the carriers would be
responsible for the payment of all losses under the terms of the policy.

For
policy years 2000 through 2003, the Company obtained aggregate stop-loss insurance
coverage through CNA and AIG, as applicable, further limiting its ultimate liability. The
stop loss coverage provided by CNA for the 2000-2002 program years limits the
Companys aggregate exposure for claims below the $1.0 million per occurrence level
to 130% of the expected losses as determined by CNA. The stop loss coverage provided by
AIG for the 2003 program year limits the Companys aggregate exposure for claims
below the $1.0 million per occurrence level to 175% of the expected losses as determined
by AIG. The Company did not purchase aggregate stop loss coverage for the 2005 and 2004
program years as the Company believed that the risk of losses exceeding the proposed
aggregate stop loss level was remote.

Effective
September 30, 2004, the Company entered into agreements with AIG and CNA whereby the
Company paid $102,000 to purchase insurance from AIG to cover the Companys
workers compensation claims liability up to the $1.0 million per occurrence
deductible level for policy years 2000, 2001 and 2002. CNA remains the insurer on the
underlying claims for these policy years. The insurance purchased from AIG also provides
the Company greater protection relative to the aggregate insurance stop-loss coverage by
effectively reducing the Companys maximum exposure for claims that fall below the
$1.0 million deductible level from 130% of expected total losses to approximately 117% of
expected total losses over the life of the 2000, 2001 and 2002 policies. The insurance
purchased from AIG was funded substantially through the release by CNA to the Company of
restricted marketable securities of approximately $76,500 previously pledged to CNA as
collateral and the release by CNA to the Company of premium payments and deposits
approximating $24,700 previously paid to CNA. Of the total premium paid by the Company to
AIG, AIG deposited $94,400 into an interest bearing loss fund account to fund all claims
under the program up to AIGs aggregate limit. Interest on the loss fund (which will
be reduced as claims are paid out over the life of the policy) will accrue to the benefit
of the Company at a fixed annual rate of 3.0% until all claims are closed. AIG will return
to the Company that portion of the loss fund account, if any, not used or retained to pay
claims, including interest earned, at intervals of 36, 60, 84 and 120 months from the date
of the inception of the agreement. The maximum return amount, which is based upon a
pre-determined formula, at 36 and 60 months is limited to $5,500 each, with no limit as to
the return amount at 84 and 120 months. This transaction did not have an impact on the
overall loss estimates associated with these policy years. Benefits to the Company include
a contractual arrangement for the return of excess premium payments (the original
agreement with CNA did not provide specific guidelines for the return of excess
collateral) and the expected reduction of future administrative expenses associated with
the 2000, 2001 and 2002 program years.

10


---

With
respect to the 2003, 2004 and 2005 policy years, the Company, through its wholly-owned
Bermuda-based insurance subsidiary, remits premiums to AIG to cover AIGs estimates
of claims related to the first $2.0 million ($1.0 million for policy year 2003) per
occurrence. AIG deposits the funds into an interest bearing loss fund account to fund all
claims up to the $2.0 million per occurrence amount ($1.0 million for policy year 2003).
Interest on the loss fund (which will be reduced as claims are paid out over the life of
the policy) will accrue to the benefit of the Company at fixed annual rates. Under the
2003 program year, the Company paid $85,000 of such premium and is guaranteed to receive a
2.42% per annum fixed return on $73,500 and 1.85% on $11,500 so long as the program and
the interest accrued under the program remain with AIG for at least 7 years. Under the
2004 program year, the Company paid $111,400 of such premiums and is guaranteed to receive
a 2.92% per annum fixed return so long as the program and the related interest accrued
under the program remain with AIG for a 10-year period. Under the 2005 program year, the
Company pays $100,000 of such premiums and is guaranteed to receive a 3.75% per annum
fixed return so long as the program and the related accrued interest under the program
remain with AIG for a 10-year period. If any of the programs are terminated early, the
respective interest rate for the terminated program is adjusted downward based upon a
sliding scale. All program years provide for an initial premium true-up eighteen months
after the policy inception and annually thereafter. The true-up is based upon a
pre-determined loss factor times the amount of incurred claims as of the date of the
true-up.

Under
the 2003 program, AIG required the Company to provide $17,000 of collateral related to
premium payment credit risk. The required collateral was provided in the form of cash and
short-term investments placed into a trust account. With respect to the 2004 program year
the Company reached an agreement with AIG whereby the $17,000 of collateral related to
premium payment credit risk for the 2003 program would serve as collateral for the 2004
program. During the third quarter of 2004, AIG released approximately $13,600 of this
collateral to the Company in connection with the premium audit and annual loss provision
adjustment for the 2003 program year. The remaining AIG workers compensation
collateral is included with long-term marketable securities  restricted as of June
30, 2005 and December 31, 2004. No additional collateral was required by AIG for the 2005
program year.

At
least annually, the Company obtains an independent actuarially-determined calculation of
the estimated cost of claims incurred based on the Companys current and historical
loss development trends, which is used in the Companys development of overall loss
estimates related to each open policy year. The estimated cost of the claims calculated
may be revised during each year by the Company and its independent actuary based on
developments relating to the actual claims incurred. A certain amount of judgment is used
in this estimation process by both the independent actuary and the Company.

To
the extent that the premium payments to the carriers and the related accrued interest for
the Companys per occurrence responsibility of claims less claim payments made is
greater than (less than) the present value of the remaining claim liability estimate
accrued to date, a receivable (liability) is recorded. If the actual cost of the claims
incurred is higher than the estimates determined by the Company and its independent
actuary, 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 Company and its independent actuary, then the accrual rate used to determine
workers compensation costs could decrease.

The
Company accrues for workers compensation costs based upon premiums paid, estimated
total costs of claims to be paid by the Company that fall within the policy deductible,
the administrative costs of the programs, return on investment premium dollars paid and
the discount rate used to determine the net present value of the expected future claim
payments to be made under the programs. At June 30, 2005 and December 31, 2004 the
weighted average discount rate used to calculate the present value of the claim liability
was 3.06% and 2.83% respectively. Premium payments made to AIG during 2005, 2004 and 2003
were in excess of the present value of the estimated claim liabilities. This resulted in a
workers compensation receivable, net, at June 30, 2005 and December 31, 2004 of
$138,778 and $112,715, respectively, of which $53,312 and $33,405 was classified as
short-term at June 30, 2005 and December 31, 2004, respectively. This receivable
represents a significant concentration of credit risk for the Company.

11


---

# 5. INTANGIBLE ASSETS

At
June 30, 2005 and December 31, 2004, intangible assets consisted of the following:

|                                    | June 30,
2005 | December 31,
2004
|----------------------------------- | ------------- | -----------------
|
|
|Purchased client service agreements |               |                  
|Accumulated amortization            |               |                  
|                                    |               |                  
|                                    |               |                  
|Intangible assets, net              |               |                  
|                                    |               |                  

Amortization
expense for the three months ended June 30, 2005 and 2004 was $2,410 and $2,380,
respectively, and for the six months ended June 30, 2005 and 2004 was $4,819 and $2,840,
respectively. Estimated amortization expense for the remainder of 2005 and for each of the
next four succeeding years is $4,819, $9,638, $9,638, $9,638 and $1,581, respectively.

# 6. HEALTH BENEFITS

Blue
Cross Blue Shield of Florida (BCBSFL) is the Companys primary healthcare
provider in Florida, delivering medical care benefits to approximately 21,000
Florida-based client employees. The Companys policy with BCBSFL is a minimum premium
policy expiring September 30, 2005. Pursuant to this policy, the Company is obligated to
reimburse BCBSFL for the cost of the claims incurred by participants under the plan, plus
the cost of plan administration. The administrative costs per covered client employee
associated with this policy are specified by year and the aggregate stop-loss coverage is
provided to the Company at the level of 115% of projected claims. The Companys
obligation to BCBSFL related to incurred but not reported claims is secured by a letter of
credit. As of June 30, 2005 and December 31, 2004, the amount of the letter of credit for
BCBSFL securing such obligations was $6,000. The amount of the letter of credit was
originally intended to approximate one months claims payments. The policy allows for
an adjustment to the letter of credit amounts based on premium volume and for increases to
the claims payment factor to a maximum of two months of expected claims payments. The
Company is currently in negotiations with BCBSFL regarding the terms of the October 1, 2005
policy renewal.

Aetna
is the primary medical care benefits provider for approximately 26,000 client employees
throughout the remainder of the country. The Companys 2005 policy with Aetna
provides for an HMO and PPO offering to plan participants. The Aetna HMO medical benefit
plans are subject to a guaranteed cost contract that caps the Companys annual
liability. The Aetna PPO medical benefit plan is a retrospective funding arrangement
whereby the PPO plan is subject to a 7.5% additional premium if actual claims are greater
than projected at the inception of the policy year (maximum charge per year is 7.5% with
carryover into subsequent years of amounts that exceed 7.5%).

The
Company provides coverage under various regional medical benefit plans to approximately
1,800 client employees in various areas of the country. Included in the list of medical
benefit plan providers are Kaiser Foundation Health Plan, Inc. in California, Health
Partners (Minnesota) in Minnesota, Harvard Pilgrim Healthcare in Massachusetts and Capital
Health Plans in the Tallahassee, Florida region. These regional plans are subject to fixed
cost contracts that cap the Companys liability.

The
Companys dental plans, which include both a PPO and HMO offering, are primarily
provided by Aetna for all client employees who elect coverage. All dental plans are
subject to guaranteed cost contracts that cap the Companys annual liability.

12


---

In
addition to dental coverage, the Company offers various fixed cost insurance programs to
client employees such as vision care, life, accidental death and dismemberment, short-term
disability and long-term disability. The Company also offers a flexible spending account
for healthcare, dependent care and transportation costs.

Beginning
October 1, 2004, part-time employees of clients are eligible to enroll in limited benefit
programs from Star HRG. These plans include fixed cost sickness, accident and dental
insurance programs, and a vision discount plan.

Included
in accrued insurance premiums, health and workers compensation insurance reserves at
June 30, 2005 and December 31, 2004 are $16,559 and $18,831, respectively, of short-term
liabilities related to the Companys healthcare plans. Of these amounts, $13,794 and
$14,580, respectively, represent an accrual for the estimate of claims incurred but not
reported at June 30, 2005 and December 31, 2004. There were no long-term liabilities
related to the Companys health benefit plans at June 30, 2005 and December 31, 2004.

Health
benefit reserves are based primarily upon an annual independent actuarial estimate of
claims incurred but not reported and for claims reported but not yet paid at year end, and
a rollforward analysis by the Company at interim dates. The calculation of these reserves
is based upon a number of factors, including current and historical claims payment
patterns and medical trend rates.

# 7. REVOLVING CREDIT
FACILITY

The
Company maintains a $35,000 unsecured credit agreement with Bank of America, N.A. Certain
of the Companys subsidiaries named in the credit agreement have guaranteed the
obligations under the credit agreement. The credit agreement provides for revolving
borrowings in an amount not to exceed $35,000 and has a three-year term that expires on
March 26, 2007. Loan advances under the agreement bear an interest rate equal to the
applicable margin (based upon a ratio of total debt to EBITDA, as defined in the credit
agreement), plus one of the following indexes: (i) 30-day LIBOR and (ii) Bank of America,
N.A. prime rate. Up to $7,000 of the loan commitment can be made through letters of credit
issued by Bank of America. A fee, determined by reference to the applicable margin, will
be charged on the aggregate stated amount of each outstanding letter of credit. A fee of
50 basis points per annum is charged for any unused portion of the loan commitment. There
were no outstanding advances under the credit agreement at June 30, 2005 or December 31,
2004. The Company recorded $59 and $145 of interest expense for the three months ended
June 30, 2005 and 2004, respectively, and $119 and $156 for the six months ended June 30,
2005 and 2004, respectively, primarily related to the amortization of loan costs and
unused loan commitment fees. The credit agreement includes certain financial maintenance
requirements and affirmative and negative covenants, all of which the Company was in
compliance with at June 30, 2005.

# 8. COMMITMENTS AND
CONTINGENCIES

Litigation

The
Company is a party to certain 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 against the Company. 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 and its clients employees and vigorously defends against such claims.

13


---

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
rules affect all companies in the U.S. However, the rules that govern professional
employer organizations constitute an evolving area due to uncertainties resulting from the
non-traditional employment relationship between the professional employer organization,
the client and the client employees. Many federal and state laws relating to tax and
employment matters were enacted before the widespread existence of professional employer
organizations and do not specifically address the obligations and responsibilities of
these professional employer organization relationships. If the Internal Revenue Service
concludes that professional employer organizations are not employers of
certain client employees for purposes of the Internal Revenue Code of 1986, as amended,
the tax qualified status of the Companys defined contribution retirement plans in
effect prior to April 1, 1997 could be revoked, its cafeteria benefits plan may lose its
favorable tax status and the Company, as defined, may no longer be able to assume the
clients federal employment tax withholding obligations and certain defined employee
benefit plans maintained by the Company may be denied the ability to deliver benefits on a
tax-favored basis as intended.

# 9. EQUITY

Employee Stock Option
Plans

During
the six months ended June 30, 2005 and 2004, the Company issued 249,576 and 448,655
shares, respectively, of its common stock to directors, officers and employees of the
Company under the Companys stock option plans for aggregate proceeds of
approximately $1,032 and $1,725, respectively, including 8,716 shares of its common stock
received in lieu of cash for the exercise of stock options during the six months ended
June 30, 2005. The shares received by the Company were valued at approximately $161 (which
was calculated based upon the market value of the stock on the date of exercise) and are
included as treasury shares as of June 30, 2005.

During
the six months ended June 30, 2005, the Company granted 92,594 shares of restricted common
stock, under its 2002 Stock Incentive Plan, to certain employees of the Company. Under the
terms of the grants, the recipients are entitled to dividends declared, if any, and voting
rights for each share of restricted stock granted. The intrinsic value of the grants,
based upon the market value of the stock on the date of the grants, was approximately
$1,913. The value of the grants were recorded in equity as deferred compensation and are
being amortized to compensation expense over the vesting period of 4 years. For the three
and six months ended June 30, 2005, the Company recognized related compensation expense of
approximately $115 and $170, respectively ($77 and $114, net of related income taxes,
respectively). As of June 30, 2005, 89,760 shares of restricted stock remain outstanding
and 2,834 shares were forfeited and included as treasury shares. There was no restricted
stock outstanding at December 31, 2004 and no compensation expense related to restricted
stock for the three and six months ended June 30, 2004.

Employee Stock Purchase
Plan

During
the six months ended June 30, 2005 and 2004, 10,679 and 18,379 shares, respectively, of
the Companys common stock (from treasury) were sold to employees participating in
the Companys employee stock purchase plan. Proceeds from the employee stock purchase
were approximately $187 for the six months ended June 30, 2005 and $189 for the six months
ended June 30, 2004.

# 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 both federal and state
income taxes. For the three and six months ended June 30, 2005 and 2004, the
Companys effective rate was 33.0%.

14


---

# 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 six
months ended June 30, 2005 and 2004 is as follows:

|                                          | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|----------------------------------------- | ---------------------- | -------------------- | ----------------
|
|
|For the Three Months Ended June 30, 2005: |                        |                      |                 
|Basic EPS:                                |                        |                      |                 
|Net income                                |                        |                      | $               
|                                          |                        |                      |                 
|                                          |                        |                      |                 
|                                          |                        |                      |                 
|Effect of dilutive securities:            |                        |                      |                 
|Options to purchase common stock          |                        |                      |                 
|Restricted stock                          |                        |                      |                 
|                                          |                        |                      |                 
|                                          |                        |                      |                 
|                                          |                        |                      |                 
|Diluted EPS:                              |                        |                      |                 
|Net income                                |                        |                      | $               
|                                          |                        |                      |                 

For
the three months ended June 30, 2005, 962,912 options to purchase common stock, 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.

|                                                                   | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|------------------------------------------------------------------ | ---------------------- | -------------------- | ----------------
|
|
|For the Three Months Ended June 30, 2004:                          |                        |                      |                 
|Basic EPS:                                                         |                        |                      |                 
|Net income                                                         |                        |                      | $               
|Non-recurring, non-cash charge attributable to the acceleration of |                        |                      |                 
|the unamortized discount associated with the conversion into       |                        |                      |                 
|common stock of all shares of the convertible, redeemable          |                        |                      |                 
|preferred stock                                                    |                        |                      |                 
|Non-cash charges attributable to beneficial conversion             |                        |                      |                 
|feature and accretion of redemption value of convertible,          |                        |                      |                 
|redeemable preferred stock                                         |                        |                      |                 
|Preferred stock dividends                                          |                        |                      |                 
|                                                                   |                        |                      |                 
|Net loss attributable to common shareholders                       |                        |                      |                 
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 
|Effect of dilutive securities:                                     |                        |                      |                 
|Options to purchase common stock                                   |                        |                      |                 
|Convertible, redeemable preferred stock                            |                        |                      |                 
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 
|Diluted EPS:                                                       |                        |                      |                 
|Net loss attributable to common shareholders                       |                        |                      | $               
|                                                                   |                        |                      |                 

15


---

For
the three months ended June 30, 2004, inclusion of stock options to purchase 4,062,105
shares of common stock at various prices and inclusion of the Series A convertible,
redeemable preferred stock (Preferred Stock) on an if-converted
basis for the period it was outstanding would have been anti-dilutive.

|                                        | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|--------------------------------------- | ---------------------- | -------------------- | ----------------
|
|
|For the Six Months Ended June 30, 2005: |                        |                      |                 
|Basic EPS:                              |                        |                      |                 
|Net income                              |                        |                      | $               
|                                        |                        |                      |                 
|                                        |                        |                      |                 
|                                        |                        |                      |                 
|Effect of dilutive securities:          |                        |                      |                 
|Options to purchase common stock        |                        |                      |                 
|Restricted stock                        |                        |                      |                 
|                                        |                        |                      |                 
|                                        |                        |                      |                 
|                                        |                        |                      |                 
|Diluted EPS:                            |                        |                      |                 
|Net income                              |                        |                      | $               
|                                        |                        |                      |                 

For
the six months ended June 30, 2005, 852,751 options to purchase common stock, 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.

|                                                                   | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|------------------------------------------------------------------ | ---------------------- | -------------------- | ----------------
|
|
|For the Six Months Ended June 30, 2004:                            |                        |                      |                 
|Basic EPS:                                                         |                        |                      |                 
|Net income                                                         |                        |                      | $               
|Non-recurring, non-cash charge attributable to the acceleration of |                        |                      |                 
|the unamortized discount associated with the conversion into       |                        |                      |                 
|common stock of all shares of the convertible, redeemable          |                        |                      |                 
|preferred stock                                                    |                        |                      |                 
|Non-cash charges attributable to beneficial conversion             |                        |                      |                 
|feature and accretion of redemption value of convertible,          |                        |                      |                 
|redeemable preferred stock                                         |                        |                      |                 
|Preferred stock dividends                                          |                        |                      |                 
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 
|Net loss attributable to common shareholders                       |                        |                      |                 
|                                                                   |                        |                      |                 
|Effect of dilutive securities:                                     |                        |                      |                 
|Options to purchase common stock                                   |                        |                      |                 
|Convertible, redeemable preferred stock                            |                        |                      |                 
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 
|Diluted EPS:                                                       |                        |                      |                 
|Net loss attributable to common shareholders                       |                        |                      | $               
|                                                                   |                        |                      |                 
|                                                                   |                        |                      |                 

For
the six months ended June 30, 2004, inclusion of stock options to purchase 4,062,105
shares of common stock at various prices and inclusion of the Preferred Stock on an
if-converted basis for the period it was outstanding would have been
anti-dilutive.

16


---

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

The
following discussion contains forward-looking statements. The Companys actual
results could differ materially from those discussed in such forward-looking statements.
Factors that could cause or contribute to such differences include those discussed below,
elsewhere in this Form 10-Q and in the Companys Form 10-K. See Cautionary Note
Regarding Forward-Looking Statements included herein. The following discussion
should be read in conjunction with the Companys condensed consolidated financial
statements and notes thereto included elsewhere in this filing and in conjunction with the
Form 10-K. Historical results are not necessarily indicative of trends in operating
results for any future period.

# NON-GAAP FINANCIAL
INFORMATION

The
following table reconciles results calculated using Generally Accepted Accounting
Principles (GAAP) and results reported excluding certain charges
(non-GAAP financial information). The pro forma non-GAAP financial information
is included to provide investors a more complete and transparent understanding of the
Companys underlying operational results and trends, but should only be used in
conjunction with results reported in accordance with GAAP. The Company believes that the
pro forma non-GAAP financial information set forth below provides useful information to
show the effect on diluted earnings per share when the non-recurring, non-cash charge to
retained earnings to accelerate the amortization of the discount associated with the
Preferred Stock, the accretion of redemption value of the Preferred Stock prior to
conversion and the related Preferred Stock dividends, are excluded, in light of the full
conversion of the Preferred Stock into common stock on May 19, 2004. There were no pro
forma adjustments related to the three and six months ended June 30, 2005.

Reconciliation of pro forma non-GAAP
financial information (in thousands, except share and per share data):

|                                                                | Three Months Ended
June 30,
2004 | Six Months Ended
June 30,
2004
|--------------------------------------------------------------- | -------------------------------- | ------------------------------
|
|
|Net loss attributable to common shareholders for purposes of    |                                  |                               
|computing diluted earnings per share (GAAP)                     |                                  |                               
|Pro forma adjustments:                                          |                                  |                               
|Non-recurring, non-cash charge attributable to the              |                                  |                               
|acceleration of the unamortized discount associated with        |                                  |                               
|the conversion into common stock of all shares of the           |                                  |                               
|convertible, redeemable preferred stock                         |                                  |                               
|Non-cash charges attributable to beneficial conversion          |                                  |                               
|feature and accretion of redemption value of convertible,       |                                  |                               
|redeemable preferred stock                                      |                                  |                               
|Preferred stock dividends                                       |                                  |                               
|                                                                |                                  |                               
|                                                                |                                  |                               
|Pro forma net income for diluted earnings per share calculation |                                  |                               
|(non-GAAP)                                                      |                                  |                               
|                                                                |                                  |                               
|                                                                |                                  |                               
|Diluted loss per share (GAAP)                                   |                                  |                               
|                                                                |                                  |                               
|                                                                |                                  |                               
|Pro forma diluted earnings per share (non-GAAP)                 |                                  |                               
|                                                                |                                  |                               
|                                                                |                                  |                               
|Diluted weighted average shares outstanding (GAAP)              |                                  |                               
|Pro forma effect of dilutive securities:                        |                                  |                               
|Options                                                         |                                  |                               
|Convertible, redeemable preferred stock                         |                                  |                               
|                                                                |                                  |                               
|                                                                |                                  |                               
|Pro forma diluted weighted average                              |                                  |                               
|shares outstanding (non-GAAP)                                   |                                  |                               
|                                                                |                                  |                               

17


---

# OVERVIEW AND INTRODUCTION

Gevity
is a leading U.S. provider of a comprehensive, fully integrated employee management
solution to small- and medium-sized businesses. The Companys solution allows it to
effectively become the insourced human resource department for its clients. Gevity creates
value for its clients by helping them achieve workforce alignment, obtain administrative
relief and access business protection services.

| |  | Workforce
alignment is the term used by the Company to refer to the engagement of the right people
in the right place at the right time doing the right things. The Company assists its
clients in achieving workforce alignment by helping them find exceptional talent,
implement formal human resource (HR) processes and professional management
standards, and utilize employee motivation and retention practices.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Administrative
relief is obtained by clients through the Companys management of employee
administrative matters, such as processing of payroll, taxes and insurance premiums and
by the Companys comprehensive record keeping and technology.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Business
protection is provided to clients by the Company helping to ensure employment-related
regulatory compliance and sound risk management practices, encompassing up-to-date
regulatory compliance and cost-effective risk management practices and insurance
programs.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
the delivery of its solution to its clients, the Company provides employee recruitment and
development assistance, payroll and benefits administration, access to workers
compensation insurance, health, welfare and retirement plans and employment-related
regulatory guidance. The Companys solution is delivered through a combination of
dedicated HR professionals, a shared processing center and a Web portal.

The Company focuses on the professional service fees that it earns from its clients
as the primary source of its net income and cash flow. When delivering its human resource
outsourcing solution to its clients through a co-employment relationship, the Company is
also responsible for providing workers compensation and unemployment insurance
benefits to its clients employees as well as health and welfare benefits. In so
doing, the Company has an opportunity to generate net income and cash but does not believe
that this should be a significant portion of its long-term overall business profitability.

The
Company believes that the primary challenge and risk it faces in delivering its human
resource outsourcing solutions is its ability to convince small- and medium-sized business
to accept the concept of human resource outsourcing. The Company believes that most small-
and medium-sized businesses outsource certain aspects of the Companys total
solution, including payroll administration, health and welfare administration and
providing workers compensation insurance, but that only a small number of businesses
outsource the entire offering that the Company provides.

The
Company has transitioned its business from one that provided low cost insurance offerings
and payroll processing services to its clients to one that delivers a comprehensive, fully
integrated employee management solution to its clients. As a result, the Company increased
its profitability by focusing on increased profitability per client employee.

The
Company continues to focus on increasing the profitability of each client employee as well
as on increasing the overall number of client employees serviced. The Company believes
that it can increase the overall number of client employees serviced through: (i) the
enlargement of its target market focus to client prospects having 20-500 employees; (ii)
the reconfiguration of sales territories to fewer territories that are larger in size;
(iii) improved human resource outsourcing service offerings that will lead to higher
current client employee retention levels; and (iv) acquisitions of other human resource
outsourcing client portfolios.

18


---

The
Company has announced a long-range strategic objective of providing a comprehensive
platform of insourced human resource services to its clients without the risk associated
with providing workers compensation and healthcare insurance programs to its
clients. The Company expects to evolve toward a business model that does not require the
co-employment relationship but allows clients to retain their own insurance programs,
which the Company will administer. To date, the results of this new business model have
not had a significant impact on the Companys revenues or results of operations.

The
following tables provide information that the Company utilizes when assessing the
financial performance of its business:

|                                         | Three Months Ended June 30, | 
|---------------------------------------- | --------------------------- | 
|
|
|Statistical data:                        |                             | 
|Client employees at period end           |                             | 
|Clients at period end (1)                |                             | 
|Average number of client                 |                             | 
|employees/clients at period end          |                             | 
|Average number of client employees       |                             | 
|paid by month (2)                        |                             | 
|Annualized average wage per average      |                             | 
|number of client employees paid by       |                             | 
|month (3)                                |                             | 
|Annualized professional service fees per |                             | 
|average number of client employees       |                             | 
|paid by month (3)                        |                             | 
|Annualized gross profit per average      |                             | 
|number of client employees paid by       |                             | 
|month (3)                                |                             | 
|Annualized operating expense excluding   |                             | 
|depreciation and amortization per        |                             | 
|average number of client employees       |                             | 
|paid by month (3)                        |                             | 
|Annualized operating income per average  |                             | 
|number of client employees paid by       |                             | 
|month (3)                                |                             | 

19


---

|                                           | Six Months Ended June 30, | 
|------------------------------------------ | ------------------------- | 
|
|
|Statistical data:                          |                           | 
|Client employees at period end             |                           | 
|Clients at period end (1)                  |                           | 
|Average number of client                   |                           | 
|employees/clients at period end            |                           | 
|Average number of client employees         |                           | 
|paid by month (2)                          |                           | 
|Annualized average wage per average number |                           | 
|of client employees paid by month (3)      |                           | 
|Annualized professional service fees per   |                           | 
|average number of client employees         |                           | 
|paid by month (3)                          |                           | 
|Annualized gross profit per average number |                           | 
|of client employees paid by month (3)      |                           | 
|                                           |                           | 
|Annualized operating expense excluding     |                           | 
|depreciation and amortization per          |                           | 
|average number of client employees         |                           | 
|paid by month (3)                          |                           | 
|Annualized operating income per average    |                           | 
|number of client employees paid by         |                           | 
|month (3)                                  |                           | 

| | (1) | Clients
measured by individual client Federal Employer Identification Number
               (FEIN).
| | --- | ---------------------------------------------------------------------------------------------------

| | (2) | The
average number of client employees paid by month is calculated based upon
               the sum of the number of paid client employees at the end of each month
divided                by the number of months in the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Annualized
statistical information is based upon actual quarter-to-date amounts,
               which have been annualized (divided by three or six and multiplied by
twelve)                and then divided by the average number of client employees paid by
month.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company believes that the primary risks to its ability to increase the overall number of
client employees serviced are: (i) the amount of time required for sales personnel to
acquire new client employees may be longer than anticipated; (ii) the current client
employee retention levels may decrease if clients decide to use alternative providers to
service their human resource outsourcing needs; (iii) potential human resource outsourcing
client employee portfolios may not be available for acquisition by the Company due to
price, quality of the portfolios, or other factors; (iv) the Company (under its
co-employed service option) may not be able to continue to provide insurance-related
products at the necessary quality level to acquire new client employees and to retain
current client employees; (v) the time to achieve acceptance by prospective clients of the
Companys new business model may be longer than anticipated; and (vi) the
inexperience of much of its sales force.

# RESULTS OF OPERATIONS

Three Months Ended June
30, 2005 Compared to Three Months Ended June 30, 2004

# Revenue

The
following table presents certain information related to the Companys revenues for
the three months ended June 30, 2005 and June 30, 2004:

20


---

|                                    | Three Months Ended | 
|----------------------------------- | ------------------ | 
|
|
|Revenues:                           |                    | 
|Professional service fees           |                    | 
|Employee health and welfare         |                    | 
|benefits                            |                    | 
|Workers' compensation               |                    | 
|State unemployment taxes and other  |                    | 
|                                    |                    | 
|Total revenues                      |                    | 
|                                    |                    | 
|                                    |                    | 
|Statistical data:                   |                    | 
|Gross salaries and wages (in        |                    | 
|thousands)                          |                    | 
|Average number of client employees  |                    | 
|paid by month (1)                   |                    | 
|                                    |                    | 
|Annualized average wage per average |                    | 
|client employees paid by month (2)  |                    | 
|                                    |                    | 
|Workers' compensation billing per   |                    | 
|one hundred dollars of workers'     |                    | 
|compensation wages (3)              |                    | 
|Workers' compensation manual        |                    | 
|premium per one hundred dollars     |                    | 
|of workers' compensation wages      |                    | 
|(3), (4)                            |                    | 
|Annualized professional service     |                    | 
|fees per average number of          |                    | 
|client employees paid by month (2)  |                    | 
|                                    |                    | 
|Client employee health benefits     |                    | 
|participation                       |                    | 
|                                    |                    | 

| | (1) | The
average number of client employees paid by month is calculated based upon
               the sum of the number of paid client employees at the end of each month
divided                by the number of months in the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Annualized
statistical information is based upon actual quarter-to-date amounts                which
have been annualized (divided by three and multiplied by twelve) and then
               divided by the average number of client employees paid by month.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Workers compensation
wages exclude the wages of clients electing out of                the Companys
workers compensation program.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Manual
premium rate data are derived from tables of AIG in effect for 2005 and
               2004, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------

For
the three months ended June 30, 2005, total revenues were $147.8 million compared to
$158.1 million for the three months ended June 30, 2004, representing a decrease of $10.3
million or 6.5%. The reduction in total revenues was primarily a result of the overall
reduction in the average number of client employees paid by month of approximately 7.4%
from 129,145 for the three months ended June 30, 2004 to 119,555 for the three months
ended June 30, 2005. Partially offsetting the decline in revenues from the reduction in
the average number of employees paid by month is the increase in the charges to its
clients for professional service fees, as part of the Companys strategy to enhance
and emphasize the human resource consulting services that it provides to its clients.

21


---

As
of June 30, 2005, the Company served over 8,200 clients as measured by each clients
FEIN with over 129,000 active client employees. This compares to over 8,900 clients as
measured by each clients FEIN with approximately 138,000 active client employees at
June 30, 2004. The change in the number of client employees is a function of client
employees added through organic growth, less attrition, plus the net changes due to hiring
and termination of employees by existing clients. Due to the attrition in the acquired client
portfolios of EPIX Holdings Corporation (acquired March 26, 2004) and TeamStaff, Inc.
(acquired November 17, 2003) in excess of employees acquired through internally generated
growth that was experienced in prior quarters, the number of client employees has
decreased. This trend has reversed in the current quarter, which resulted in internally
generated growth in the number of client employees in excess of client employee attrition for the three months ended June 30, 2005.

The
annualized average wage of paid client employees for the three months ended June 30, 2005
increased 6.3% to $37,171 from $34,969 for the three months ended June 30, 2004. This
increase is consistent with the Companys strategy of focusing on clients that pay
higher wages to its employees.

Revenues
from professional service fees decreased to $34.3 million for the three months ended June
30, 2005, from $36.1 million for the three months ended June 30, 2004, representing a
decrease of $1.8 million or 4.8%. The decrease was primarily a result of the decrease in
the average number of client employees paid by month, attributable primarily to attrition of employees in the acquired portfolios.
The decrease was partially offset by
an increase in annualized professional service fees per client employee of 2.8%, from
$1,117 for the three months ended June 30, 2004 to $1,148 for the three months ended June
30, 2005. Such service fee increase per employee was attributable to both existing and new
client employees.

Revenues
for providing health and welfare benefits for the three months ended June 30, 2005 were
$80.2 million as compared to $84.9 million for the three months ended June 30, 2004,
representing a decrease of $4.7 million or 5.6%. Health and welfare benefit plan charges
primarily decreased as a result of the decrease in the average number of client employees
paid by month. The decrease was partially offset by an increase in health and welfare
benefit plan revenues as a result of higher costs to the Company to provide such coverage
for client employees and the Companys approach to pass along all insurance-related
costs to its clients.

Revenues
for providing workers compensation insurance coverage decreased to $28.7 million in
the three months ended June 30, 2005, from $31.4 million in the three months ended June
30, 2004 representing a decrease of $2.7 million or 8.4%. Workers compensation
billings, as a percentage of workers compensation wages for the three months ended
June 30, 2005, were 2.76% as compared to 2.96% for the same period in 2004, representing a
decrease of 6.8%. Workers compensation charges decreased in the second quarter of
2005 primarily due to the reduction in the average number of client employees paid by
month and due to a decrease in billings for Florida clients reflecting a reduction in
Florida manual premium rates.

The
manual premium rate for workers compensation applicable to the Companys
clients decreased 7.0% during the three months ended June 30, 2005 as compared to the
three months ended June 30, 2004. Manual premium rates are generally the allowable rates
that employers can be charged by insurance companies for workers compensation
insurance coverage. The decrease in the Companys manual premium rates reflects primarily the
reduction in the Florida manual premium rates.

Revenues
from state unemployment taxes and other revenues decreased to $4.6 million for the three
months ended June 30, 2005 from $5.7 million for the three months ended June 30, 2004
representing a decrease of $1.1 million or 19.4%. The decrease was primarily due to the
decrease in the average number of client employees paid by month.

# Cost of Services

The
following table presents certain information related to the Companys cost of
services for the three months ended June 30, 2005 and 2004:

22


---

|                                           | Three Months Ended | 
|------------------------------------------ | ------------------ | 
|
|
|Cost of services:                          |                    | 
|Employee health and welfare                |                    | 
|benefits                                   |                    | 
|Workers' compensation                      |                    | 
|State unemployment taxes and               |                    | 
|other                                      |                    | 
|                                           |                    | 
|Total cost of services                     |                    | 
|                                           |                    | 
|                                           |                    | 
|Statistical data:                          |                    | 
|Gross salaries and wages (in thousands)    |                    | 
|Average number of client employees paid    |                    | 
|by month (1)                               |                    | 
|Workers compensation cost rate per one     |                    | 
|hundred dollars of workers'                |                    | 
|compensation wages (2)                     |                    | 
|Number of workers' compensation claims (3) |                    | 
|Frequency of workers' compensation         |                    | 
|claims per one million dollars of          |                    | 
|workers' compensation wages (2)            |                    | 

| | (1) | The
average number of client employees paid by month is calculated based upon
               the sum of the number of paid client employees at the end of each month
divided                by the number of months in the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Workers compensation
wages exclude the wages of clients electing out of                the Companys
workers compensation program.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The
number of workers compensation claims reflects the number of claims
               reported by the end of the respective period and does not include claims
with                respect to a specific policy year that are reported subsequent to the
end of                such period.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost
of services that include the cost of the Companys health and welfare benefit plans,
workers compensation insurance, state unemployment taxes and other costs were $102.5
million for the three months ended June 30, 2005, compared to $112.4 million for the three
months ended June 30, 2004, representing a decrease of $9.9 million or 8.8%. This decrease
was primarily due to the decrease in the average number of client employees paid by month.

The
cost of providing health and welfare benefits to clients employees for the three
months ended June 30, 2005 was $77.9 million as compared to $84.9 million for the three
months ended June 30, 2004, representing a decrease of $7.0 million or 8.3%. This decrease
was primarily attributable to the decrease in the average number of client employees paid
by month, a reduction in health benefit costs of approximately $2.3 million due to
favorable claims experience in the 2005 Aetna plan year and partially offset by the higher
cost of health benefits.

Workers
compensation costs were $20.4 million for the three months ended June 30, 2005, as
compared to $22.8 million for the three months ended June 30, 2004, representing a
decrease of $2.4 million or 10.6%. Workers compensation costs decreased in the
second quarter of 2005 due to the reduction in the average number of client employees paid
by month and an overall reduction in workers compensation costs due to: (i) a
decrease in general premiums and taxes associated with manual premium rate decreases in
Florida; (ii) a higher investment return on premium amounts with AIG associated with
claims below the per occurrence deductible; and (iii) improved workers compensation
claim metrics in the second quarter of 2005.

23


---

State
unemployment taxes and other costs were $4.2 million for the three months ended June 30,
2005, compared to $4.7 million for the three months ended June 30, 2004, representing a
decrease of $0.5 million or 9.3%. The decrease primarily relates to the reduction in the
average number of client employees paid by month and is partially offset by higher state
unemployment tax rates beginning January 1, 2005.

# Operating Expenses

The
following table presents certain information related to the Companys operating
expenses for the three months ended June 30, 2005 and 2004:

|                                  | Three Months Ended | 
|--------------------------------- | ------------------ | 
|
|
|Operating expenses:               |                    | 
|Salaries, wages and commissions   |                    | 
|Other general and administrative  |                    | 
|Depreciation and amortization     |                    | 
|                                  |                    | 
|                                  |                    | 
|Total operating expenses          |                    | 
|                                  |                    | 
|                                  |                    | 
|Statistical data:                 |                    | 
|Internal employees at quarter end |                    | 

Total
operating expenses were $32.7 million for the three months ended June 30, 2005 as compared
to $34.3 million for the three months ended June 30, 2004, representing a decrease of $1.6
million or 4.8%. Excluding depreciation and amortization, annualized operating expenses
per average number of client employees paid was $969 for the three-month period ended June
30, 2005 compared to $933 for the three months ended June 30, 2004.

Salaries,
wages and commissions were $17.0 million for the three months ended June 30, 2005 as
compared to $18.9 million for the three months ended June 30, 2004, representing a
decrease of $1.9 million or 9.8%. The majority of the decrease is attributable to a
reduction in internal employees primarily in the sales and client services areas. The
decrease in sales personnel reflects planned attrition to support a sales territory
reconfiguration. The decrease in client service personnel is a result of the reduction in
personnel that were temporarily needed for the assimilation of the EPIX client portfolio
in 2004.

Other
general and administrative expenses were $11.9 million for the three months ended June 30,
2005 as compared to $11.2 million for the three months ended June 30, 2004, representing
an increase of $0.7 million or 6.1%. This increase is primarily a result of an increase in
insurance expense in connection with an expansion in the policy limits of certain types of
insurance coverage and an increase in recruiting and placement fees associated with the
hiring of new employees for certain senior management positions.

Depreciation
and amortization expenses were $3.7 million for the three months ended June 30, 2005
compared to $4.2 million for the three months ended June 30, 2004. The decrease is
primarily attributable to a reduction in depreciation expense as assets reach the end of
their depreciable lives.

# Income Taxes

Income
taxes were $4.2 million for the three months ended June 30, 2005 compared to $3.8 million
for the three months ended June 30, 2004. The increase is primarily due to an increase in
income for the second quarter of 2005 compared to the second quarter of 2004. The
Companys effective tax rate for the three months ended June 30, 2005 and 2004 was
33.0%. The Companys effective tax rates differed from the statutory federal tax
rates primarily because of state taxes and federal tax credits.

24


---

# Net Income and Diluted
Earnings (Loss) Per Share

As a
result of the factors described above, net income increased 12.8% to $8.6 million for the
three months ended June 30, 2005 compared to $7.6 million for the three months ended June
30, 2004. Net income per common share on 28.6 million diluted shares was $0.30 for the
three months ended June 30, 2005 compared to net income per common share of $0.27 on 27.8
million diluted shares for the three months ended June 30, 2004, excluding the impact of
the non-recurring, non-cash charge related to the Preferred Stock conversion, the
accretion of redemption value of Preferred Stock prior to conversion and the related
Preferred Stock dividends in 2004. Including the impact of the Preferred Stock items, the
diluted loss per share on 23.0 million shares was $0.95 for the three months ended June
30, 2004. See the reconciliation of the pro forma information to GAAP information under
Non-GAAP Financial Information.

Six Months
Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

# Revenue

The
following table presents certain information related to the Companys revenues for
the six months ended June 30, 2005 and June 30, 2004:

|                                    | Six Months Ended | 
|----------------------------------- | ---------------- | 
|
|
|Revenues:                           |                  | 
|Professional service fees           |                  | 
|Employee health and welfare         |                  | 
|benefits                            |                  | 
|Workers' compensation               |                  | 
|State unemployment taxes and other  |                  | 
|                                    |                  | 
|Total revenues                      |                  | 
|                                    |                  | 
|                                    |                  | 
|Statistical data:                   |                  | 
|Gross salaries and wages (in        |                  | 
|thousands)                          |                  | 
|Average number of client employees  |                  | 
|paid by month (1)                   |                  | 
|Annualized average wage per average |                  | 
|client employees paid by month (2)  |                  | 
|Workers' compensation billing per   |                  | 
|one hundred dollars of workers'     |                  | 
|compensation wages (3)              |                  | 
|Workers' compensation manual        |                  | 
|premium per one hundred dollars of  |                  | 
|workers' compensation wages (3),(4) |                  | 
|Annualized professional service     |                  | 
|fees per average number of client   |                  | 
|employees paid by month (2)         |                  | 
|Client employee health benefits     |                  | 
|participation                       |                  | 
|                                    |                  | 

25


---

| | (1) | The
average number of client employees paid by month is calculated based upon
               the sum of the number of paid client employees at the end of each month
divided                by the number of months in the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Annualized
statistical information is based upon actual year-to-date amounts                which
have been annualized (divided by six and multiplied by twelve) and then
               divided by the average number of client employees paid by month.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Workers compensation
wages exclude the wages of clients electing out of                the Companys
workers compensation program.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Manual
premium rate data are derived from tables of AIG in effect for 2005 and
               2004, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------

For
the six months ended June 30, 2005, total revenues were $301.7 million compared to $284.0
million for the six months ended June 30, 2004, representing an increase of $17.7 million
or 6.3%. Revenue growth was primarily a result of the EPIX client portfolio acquisition in March of 2004
having a full impact on the six months ended June 30, 2005 versus a partial impact for the
six months ended June 30, 2004. Also contributing to the growth were increases in the
charges for professional service fees, as part of the Companys strategy to enhance
and emphasize the human resource consulting services that it provides to its clients,
increases in fees for providing health and welfare benefits for client employees, and an
increase in state unemployment tax rates.

The
average number of paid client employees was 118,587 for the six months ended June 30,
2005, as compared to 114,946 for the six months ended June 30, 2004, representing an
increase of 3.2%. The increase was primarily a result of the EPIX client portfolio acquisition having a
full impact on the six months ended June 30, 2005 and a partial impact for the six months
ended June 30, 2004.

The
annualized average wage of paid client employees for the six months ended June 30, 2005
increased 9.5% to $37,117 from $33,888 for the six months ended June 30, 2004. This
increase is consistent with the Companys strategy of focusing on clients that pay
higher wages to its employees.

Revenues
from professional service fees increased to $68.6 million for the six months ended June
30, 2005, from $64.5 million for the six months ended June 30, 2004, representing an
increase of $4.1 million or 6.4%. The increase was a result of increases in annualized
professional service fees per client employee of 3.1%, from $1,121 for the six months
ended June 30, 2004 to $1,156 for the six months ended June 30, 2005. Such service fee
increases per employee were attributable to both current and new client employees. In
addition, professional service fees for the six months ending June 30, 2005 were higher as
a result of the EPIX client portfolio acquisition having a full impact on the six months ended June 30,
2005 and a partial impact for the six months ended June 30, 2004.

Revenues
for providing health and welfare benefits for the six months ended June 30, 2005 were
$160.7 million as compared to $150.3 million for the six months ended June 30, 2004,
representing an increase of $10.4 million or 6.9%. Health and welfare benefit plan charges
primarily increased as a result of the EPIX client portfolio acquisition having a full impact on the six
months ended June 30, 2005 and a partial impact for the six months ended June 30, 2004.
Additionally health and welfare benefit plan revenues increased as a result of higher
costs to the Company to provide such coverage for client employees and the Companys
approach to pass along all insurance-related costs to its clients.

Revenues
for providing workers compensation insurance coverage decreased to $56.3 million in
the six months ended June 30, 2005, from $56.7 million in the six months ended June 30,
2004 representing a decrease of $0.4 million or 0.7%. Workers compensation billings,
as a percentage of workers compensation wages for the six months ended June 30,
2005, were 2.76% as compared to 3.10% for the same period in 2004, representing a decrease
of 11.0%. Workers compensation revenue decreases in the six months ended June 30,
2005 were primarily due to the net effect of a decrease in billings for Florida clients
reflecting a reduction in Florida manual premium rates and substantially offset by the
full impact of the EPIX acquisition on the six months ended June 30, 2005 versus the
partial impact on the six months ended June 30, 2004.

26


---

The
manual premium rate for workers compensation applicable to the Companys
clients decreased 10.6% during the six months ended June 30, 2005 as compared to the six
months ended June 30, 2004. Manual premium rates are generally the allowable rates that
employers can be charged by insurance companies for workers compensation insurance
coverage. The decrease in the Companys manual premium rates reflects the reduction
in the Florida manual premium rates.

Revenues
from state unemployment taxes and other revenues increased to $16.1 million for the six
months ended June 30, 2005 from $12.5 million for the six months ended June 30, 2004
representing an increase of $3.6 million or 29.2%. The increase was primarily due to the
effect of the EPIX acquisition on the first quarter of 2005 and the limited impact of the
EPIX acquisition on the first quarter of 2004. State unemployment tax revenues have the
greatest impact on the first quarter of the calendar year as most wage caps that limit
state unemployment revenues are not met until the second quarter of the calendar year. In
addition, there was an increase in state unemployment tax rates that was passed along to
the Companys clients.

# Cost of Services

The
following table presents certain information related to the Companys cost of
services for the six months ended June 30, 2005 and 2004:

|                                           | Six Months Ended | 
|------------------------------------------ | ---------------- | 
|
|
|Cost of services:                          |                  | 
|Employee health and welfare                |                  | 
|benefits                                   |                  | 
|Workers' compensation                      |                  | 
|State unemployment taxes and               |                  | 
|other                                      |                  | 
|                                           |                  | 
|Total cost of services                     |                  | 
|                                           |                  | 
|                                           |                  | 
|Statistical data:                          |                  | 
|Gross salaries and wages (in thousands)    |                  | 
|Average number of client employees paid    |                  | 
|by month (1)                               |                  | 
|Workers compensation cost rate per one     |                  | 
|hundred dollars of workers'                |                  | 
|compensation wages (2)                     |                  | 
|Number of workers' compensation claims (3) |                  | 
|Frequency of workers' compensation         |                  | 
|claims per one million dollars of          |                  | 
|workers' compensation wages (2)            |                  | 
|                                           |                  | 

| | (1) | The
average number of client employees paid by month is calculated based upon
               the sum of the number of paid client employees at the end of each month
divided                by the number of months in the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Workers compensation
wages exclude the wages of clients electing out of                the Companys
workers compensation program.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

27


---

| | (3) | The
number of workers compensation claims reflects the number of claims
               reported by the end of the respective period and does not include claims
with                respect to a specific policy year that are reported subsequent to the
end of                such period.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cost
of services that include the cost of the Companys health and welfare benefit plans,
workers compensation insurance, state unemployment taxes and other costs were $212.8
million for the six months ended June 30, 2005, compared to $202.5 million for the six
months ended June 30, 2004, representing an increase of $10.3 million or 5.1%. This
increase was primarily due to the full impact of the EPIX client portfolio acquisition for the six months
ended June 30, 2005 compared to a partial impact for the six months ended June 30, 2004.

The
cost of providing health and welfare benefits to clients employees for the six
months ended June 30, 2005 was $157.4 million as compared to $150.3 million for the six
months ended June 30, 2004, representing an increase of $7.1 million or 4.7%. This
increase was primarily attributable to the full impact of the EPIX client portfolio acquisition and higher
cost of health benefits for the six months ended June 30, 2005. This increase was
partially offset by a $3.3 million reduction in health benefit costs related to
finalization of the 2004 Aetna premium true-up and favorable claims experience in the 2005
Aetna plan year during the six months ended June 30, 2005.

Workers
compensation costs were $40.1 million for the six months ended June 30, 2005, as compared
to $40.8 million for the six months ended June 30, 2004, representing a decrease of $0.7
million or 1.7%. Workers compensation costs decreased in the first six months of
2005 due to the net effect of an overall reduction in workers compensation costs
which was substantially offset by an increase in workers compensation expense as a result
of the full impact of the EPIX client portfolio acquisition for the six months ended June 30, 2005. The
overall reduction in workers compensation costs is due to the following factors: (i)
a decrease in general premiums and taxes associated with manual premium rate decreases in
Florida; (ii) a higher investment return on AIG premium amounts associated with claims
below the per occurrence deductible; and (iii) improved workers compensation claim
metrics in the first six months of 2005.

State
unemployment taxes and other costs were $15.3 million for the six months ended June 30,
2005, compared to $11.4 million for the six months ended June 30, 2004, representing an
increase of $3.9 million or 34.0%. The increase primarily relates to the full impact of
the EPIX client portfolio acquisition in the first six months of 2005 versus the partial impact of the EPIX
acquisition for the first six months of 2004, as well as higher state unemployment tax
rates beginning January 1, 2005.

# Operating Expenses

The
following table presents certain information related to the Companys operating
expenses for the six months ended June 30, 2005 and 2004:

|                                  | Six Months Ended | 
|--------------------------------- | ---------------- | 
|
|
|Operating expenses:               |                  | 
|Salaries, wages and commissions   |                  | 
|Other general and administrative  |                  | 
|Depreciation and amortization     |                  | 
|                                  |                  | 
|Total operating expenses          |                  | 
|                                  |                  | 
|Statistical data:                 |                  | 
|Internal employees at quarter end |                  | 
|                                  |                  | 

28


---

Total
operating expenses were $64.3 million for the six months ended June 30, 2005 as compared
to $60.9 million for the six months ended June 30, 2004, representing an increase of $3.4
million or 5.5%. Excluding depreciation and amortization, annualized operating expenses
per average number of client employees paid was $958 for the six months period ended June
30, 2005 compared to $949 for the six months ended June 30, 2004.

Salaries,
wages and commissions were $34.4 million for the six months ended June 30, 2005 as
compared to $35.2 million for the six months ended June 30, 2004, representing a decrease
of $0.8 million or 2.1%. The decrease is primarily a result of the decrease in average
number of internal employees for the six months ended June 30, 2005 as compared to the
six-month period ended June 30, 2004. The decrease is partially offset by the increase in
payroll costs associated with the hiring of additional senior management personnel
throughout 2004 and 2005.

Other
general and administrative expenses were $22.4 million for the six months ended June 30,
2005 as compared to $19.4 million for the six months ended June 30, 2004, representing an
increase of $3.0 million or 15.6%. This increase is primarily a result of an increase in
marketing costs and consulting fees associated with strategic initiatives, an increase in
accounting fees related to the first year of internal control work pursuant to Section 404
of the Sarbanes-Oxley Act of 2002, an increase in recruiting and placement fees associated
with the hiring of additional senior management personnel, and an increase in insurance
expense associated with expanded policy limits for certain types of insurance coverage.

Depreciation
and amortization expenses were $7.5 million for the six months ended June 30, 2005
compared to $6.4 million for the six months ended June 30, 2004. The increase is primarily
attributable to the full impact during 2005 of the amortization of the intangible assets
associated with the EPIX acquisition.

# Income Taxes

Income
taxes were $8.3 million for the six months ended June 30, 2005 compared to $6.9 million
for the six months ended June 30, 2004. The increase is primarily due to an increase in
taxable income for the first six months of 2005 compared to the first six months of 2004.
The Companys effective tax rate for the six months ended June 30, 2005 and 2004 was
33.0%. The Companys effective tax rates differed from the statutory federal tax
rates primarily because of state taxes and federal tax credits.

# Net Income and Diluted
Earnings (Loss) Per Share

As a
result of the factors described above, net income increased 19.9% to $16.8 million for the
six months ended June 30, 2005 compared to $14.0 million for the six months ended June 30,
2004. Net income per common share on 28.6 million diluted shares was $0.59 for the six
months ended June 30, 2005, compared to net income per common share of $0.51 on 27.3
million diluted shares for the six months ended June 30, 2004, excluding the impact of the
non-recurring, non-cash charge related to the Preferred Stock conversion, the accretion of
redemption value of Preferred Stock prior to conversion and the related Preferred Stock
dividends in 2004. Including the impact of the Preferred Stock items, the diluted loss per
share on 21.1 million shares was $0.75 for the six months ended June 30, 2004. See the
reconciliation of the pro forma information to GAAP information under Non-GAAP
Financial Information.

29


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# LIQUIDITY AND CASH FLOWS

# Cash Flow

# General

The
Company periodically evaluates its liquidity requirements, capital needs and availability
of capital resources in view of its plans for expansion of its human resource outsourcing
portfolio through acquisitions, collateralization requirements for insurance coverage,
possible acquisitions of businesses complementary to the business of the Company, and
other operating cash needs. As a result of this process, the Company has in the past
sought, and may in the future seek, to obtain additional capital from either private or
public sources.

The
Company currently believes that its current cash balances and cash flow from operations
will be sufficient to meet its operational requirements for the next 12 months. In
addition, the Company has an available unsecured line of credit for $35.0 million with
Bank of America, N.A.

The
Companys primary short-term liquidity requirements relate to the payment of accrued
payroll and payroll taxes of its internal and client employees, accounts payable for
capital expenditures, the payment of workers compensation premiums and medical
benefit plan premiums. The Companys billings to its clients include: (i) each client
employees gross wages; (ii) a professional service fee which is primarily computed
as a percentage of each clients aggregate gross wages; (iii) related payroll taxes;
and (iv) the clients portion of benefits, including medical and retirement benefits,
provided to the client employees based on elected coverage levels by the client and the
client employees. Included in the Companys billings during the first six months of
2005 were salaries, wages and payroll taxes of client employees of $2.366 billion. 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 client employees and to the appropriate tax jurisdictions. As a co-employer,
and under the terms of each of the Companys professional services agreements, 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 reimbursement from the client. To the extent
this objective is not achieved, short-term cash requirements can be significant. In
addition, 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 payroll period ends and the existence of holidays at or immediately following a
payroll period-end.

# Restricted Cash

The
Company is required to collateralize its obligations under its workers compensation
and health benefit plans and certain general insurance coverage. The Company uses its
certificates of deposit and marketable securities to collateralize these obligations as
more fully described below. Certificates of deposit and marketable securities used to
collateralize these obligations are designated as restricted in the Companys
condensed consolidated financial statements.

At
June 30, 2005, the Company had $71.1 million in total cash and cash equivalents,
restricted certificates of deposit and restricted marketable securities, of which $53.0
million was unrestricted. At June 30, 2005, the Company had pledged $18.1 million of
restricted certificates of deposit and restricted marketable securities as collateral for
certain standby letters of credit, in collateral trust arrangements issued in connection
with the Companys workers compensation and health benefit plans, and in a
rabbi trust in connection with a deferred compensation plan assumed in the EPIX client portfolio
acquisition as follows:

30


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|                                                    | June 30,
2005 | December 31, 2004
|--------------------------------------------------- | ------------- | -----------------
|
|
|Certificates of deposit - restricted:               |               |                  
|BCBSFL standby letter of credit                     |               |                  
|Other                                               |               |                  
|                                                    |               |                  
|                                                    |               |                  
|Total certificates of deposit - restricted          |               |                  
|                                                    |               |                  
|                                                    |               |                  
|Short-term marketable securities - restricted:      |               |                  
|General insurance collateral obligations - AIG      |               |                  
|                                                    |               |                  
|Total short-term marketable securities - restricted |               |                  
|                                                    |               |                  
|                                                    |               |                  
|Long-term marketable securities restricted:         |               |                  
|Workers' compensation collateral - AIG              |               |                  
|Rabbi trust                                         |               |                  
|                                                    |               |                  
|                                                    |               |                  
|Total long-term marketable securities - restricted  |               |                  
|                                                    |               |                  
|                                                    |               |                  
|Total restricted assets                             |               |                  
|                                                    |               |                  

The
amount of collateral required to be provided to Blue Cross/Blue Shield of Florida
(BCBSFL) may increase based in part on the increase in plan participation and
the requirement by BCBSFL 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 2005 and 2004.

As
of June 30, 2005, the Company has recorded a $138.8 million receivable from AIG
representing premium payments made to AIG in excess of the present value of the estimated
claims liability. This receivable represents a significant concentration of credit risk
for the Company.

The
Company does not anticipate any additional collateral obligations to be required in 2005
for its workers compensation arrangements.

# Cash Flows from
Operating Activities

At
June 30, 2005, the Company had net working capital of $37.2 million, including restricted
funds classified as short-term of $10.2 million, as compared to $23.3 million in net
working capital as of December 31, 2004, including $10.2 million of restricted funds
classified as short-term.

Net
cash provided by operating activities was $16.8 million for the six months ended June 30,
2005 as compared to net cash provided by operating activities of $17.5 million for the six
months ended June 30, 2004, representing a decrease of $0.7 million. The overall decrease
in cash provided by operating activities is primarily attributable to the net effects of:
(i) a reduction in accrued insurance premiums, health and workers compensation
insurance reserves as a result of timing differences; (ii) the favorable timing of the
receipts of client payments at June 30, 2005; and (iii) the increase in net income
during the six months ended June 30, 2005 compared to the six months ended June 30, 2004.
There were also other net changes in working capital items, including accounts receivable,
workers compensation receivable and income taxes payable that favorably impacted net
cash provided by operating activities.

If
current workers compensation trends continue, the Company expects to receive
approximately $53.3 million from AIG during the third quarter of 2005 as a return of premium
from AIG in connection with premium adjustments for the 2003-2005 program years.
Additional releases of premium by AIG are also anticipated in future years if such trends
continue. The Company believes that it has provided AIG a sufficient amount of cash to
cover its short-term and long-term workers compensation obligations related to open
policy years.

31


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# Cash Flow from Investing
Activities

Cash
used in investing activities for the six months ended June 30, 2005 of $2.1 million,
primarily relates to capital expenditures for technology-related items. Cash used in
investing activities for the six months ended June 30, 2004 of $41.6 million primarily
related to the $40.1 million used in the acquisitions of client portfolios and
$2.8 million used for capital expenditures. The Company plans to spend approximately $3.6
million on capital expenditures (primarily technology-related) during 2005.

# Cash Flow from Financing
Activities

Cash used by financing activities for the six months ended June 30, 2005 of $2.5
million was a result of the net effect of $3.6 million of cash dividends paid and cash
received of approximately $1.1 million from directors, officers and employees of the
Company upon the exercise of 249,576 stock options and the purchase of 10,679 shares of
common stock pursuant to the Companys employee stock purchase plan. Cash provided
from financing activities during the six months ended June 30, 2004 of $33.9 million was
primarily a result of $35.0 million proceeds received under a secondary stock offering and,
$1.9 million received from issuance of common stock, less $2.8 million of cash dividends
paid.

# Commitments and
Contractual Obligations

# Off-Balance Sheet
Arrangements

The
Company does not have any off-balance sheet arrangements.

# Contractual Obligations

There
have been no material changes to the Companys contractual obligations from those
disclosed in the Form 10-K under Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations, other than those described
below.

On
June 6, 2005, the Company entered into a lease agreement with Osprey-Lakewood Ranch
Properties, LLC, in order to relocate the Companys corporate facility within
Bradenton, Florida. Under the terms of the lease agreement, the Company has leased
approximately 97,000 square feet for a period of 10 years commencing on the later of: (i)
the substantial completion of certain improvements referred to in the lease agreement; or
(ii) December 1, 2005. The lease agreement provides for a commercially reasonable base
rent in consideration of the size and type of building and the surrounding area and is not
materially different from the Companys rent expense in its current location. The
base rent will increase 3% each year commencing on the first anniversary of the
commencement date of the term of the lease. The Company has the option to renew the lease
for two additional five year terms. The Companys lease of its current Bradenton
facility expires December 31, 2005. The Companys approximately 500 Bradenton-area
employees are expected to move into the new facility during the fourth quarter of 2005.

The
Company is currently in the process of determining the financial impact of the move of its facility in Bradenton (i.e., capital expenditures
and relocation expenses) on its statement of financial position, results of operations and cash
flows for the fourth quarter of 2005.

# CRITICAL ACCOUNTING
ESTIMATES

The
preparation of financial statements and related disclosures in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosures of contingent assets and liabilities. Accounting
estimates related to workers compensation receivables/reserves, intangible assets,
medical benefit plan liabilities, state unemployment taxes, allowance for doubtful
accounts and deferred income taxes are those that the Company considers critical in
preparing its financial statements because they are particularly dependent on estimates
and assumptions made by management that are uncertain at the time the accounting estimates
are made. While management has used its best estimates based upon facts and circumstances
available at the time, different estimates reasonably could have been used in the current
period, which may have had a material impact on the presentation of the Companys
financial condition and results of operations. Management periodically reviews the
estimates and assumptions and reflects the effects of revisions in the period they are
determined to be necessary. The discussion under Item 7  Managements
Discussion and Analysis of Financial Condition and Results of Operations  Critical
Accounting Estimates in the Form 10-K describes the significant accounting estimates
used in the preparation of the Companys financial statements.

32


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# NEW ACCOUNTING
PRONOUCEMENTS

See
Note 1 to the condensed consolidated financial statements contained elsewhere in this Form
10-Q for information regarding the Companys implementation and impact of new
accounting standards.

# CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

The
statements contained in this Form 10-Q, under Item 2  Managements
Discussion and Analysis of Financial Condition and Results of Operations, and
elsewhere in this Form 10-Q that are not purely historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including without limitation, statements regarding the
Companys expectations, hopes, beliefs, intentions or strategies regarding the
future. Words such as may, will, should,
could, would, predicts, potential,
continue, expects, anticipates, future,
intends, plans, believes, estimates, and
similar expressions, as well as statements in future tense, identify forward-looking
statements. These forward-looking statements are based on the Companys current
expectations and beliefs concerning future developments and their potential effects on the
Company. There can be no assurance that future developments affecting the Company will be
those that the Company has anticipated. These forward-looking statements involve a number
of risks, uncertainties (some of which are beyond the Companys control) or other
assumptions that may cause actual results or performance to be materially different from
those expressed or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors listed below:

| |  | potential
liability as a co-employer as a result of acts or omissions by the Company's clients or
client employees;
| | - | -------------------------------------------------------------------------------------------------------------------

| |  | exposure
 to client  credit  risk as a result of the  Company's  obligation  to make  certain
 payments  in  respect of client          employees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | unfavorable
 determinations  under certain laws and  regulations  regarding  the  Company's  status
as an "employer" of client          employees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | inadequacy
of the Company's insurance-related loss reserves to cover its ultimate liability for
losses;
| | - | -------------------------------------------------------------------------------------------------------

| |  | unavailability
 of insurance  coverage for workers'  compensation,  medical benefits and general
 liability on financial terms          and premium rates acceptable to the Company;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | significant
 collateral  requirements in respect of the Company's  obligations to its insurance
carriers and the potential for          those requirements to increase in the future;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
Company's failure to comply with applicable laws and regulations in a complex regulatory
environment;
| | - | ---------------------------------------------------------------------------------------------------------

33


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| |  | inexperience
of a large portion of the Company's sales staff;
| | - | -------------------------------------------------------------

| |  | the
Companys failure to properly manage its growth and to successfully integrate
acquired companies, including risks of client attrition in acquired portfolios and the risks associated with
assumed employee benefit plans;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | risks
associated with geographic market concentration;
| | - | ------------------------------------------------------

| |  | risks
associated with expansion into additional states with varying state regulatory
requirements;
| | - | --------------------------------------------------------------------------------------------------

| |  | the
impact of competition from existing and new businesses offering human resource
outsourcing services;
| | - | --------------------------------------------------------------------------------------------------------

| |  | the
ability of the Company's clients to terminate their relationship with the Company upon 30
days or less notice;
| | - | ------------------------------------------------------------------------------------------------------------------

| |  | errors
or omissions by the Company in performing its services;
| | - | --------------------------------------------------------------

| |  | the
Company's  dependency on key personnel and potential  difficulties  and expenses in the
 recruitment  and retention of key          employees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
Company's inability to attract and retain qualified human resource consultants and sales
personnel;
| | - | -------------------------------------------------------------------------------------------------------

| |  | risks
associated with the Company's dependency on technology services and third party licenses
of technology;
| | - | -------------------------------------------------------------------------------------------------------------

| |  | the
Company's inability to use the Internet as a means of delivering human resource services;
| | - | ---------------------------------------------------------------------------------------------

| |  | fluctuations
in interest rates and the associated effect on the Company's investments;
| | - | --------------------------------------------------------------------------------------

| |  | the
Company's failure to adequately protect its proprietary rights;
| | - | -------------------------------------------------------------------

| |  | the
Company's reliance on one financial institution to transfer its payroll funds;
| | - | ----------------------------------------------------------------------------------

| |  | the
Companys reliance on a single company to provide its workers compensation
insurance coverage and the Companys receivable from such company for all program
years;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | exposure
to natural disasters, such as hurricanes and electrical failures, which affect the
Company and its clients;
| | - | --------------------------------------------------------------------------------------------------------------------

| |  | risks
associated with the interruption of clients'  businesses due to natural disasters,  which
are potentially  increased due          to geographic concentration;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | unproven
client acceptance of new business model service offerings; and
| | - | -----------------------------------------------------------------------

| |  | other
factors which are described in further detail in the 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 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 such factors.
Further, management cannot assess the impact of each such factor on the Companys
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 statement.

34


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# ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

There
have been no material changes from the information previously reported under Item 7A of
the Form 10-K, which Item 7A is hereby incorporated by reference.

# ITEM 4. Controls and
Procedures

As
of the end of the period covered by 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-15 of the Securities Exchange Act of 1934. Based upon
that evaluation, the Companys management concluded that the Companys
disclosure controls and procedures were effective as of the end of the period covered by
this report and no changes in the Companys internal controls over financial
reporting were made during the fiscal quarter covered by this report that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting. The Companys management concluded in the Form 10-K
that disclosure controls and procedures were not effective as of December 31, 2004 due to
a material weakness in the Companys internal control over financial reporting. Such
material weakness related to a control activity which operates only once a year, generally
in the fourth quarter. Therefore, this material weakness has no effect on the
information contained in the Form 10-Q. The Companys management has a plan to
remediate the material weakness but has not had the opportunity to test the operating
effectiveness of the control activity as of the end of the period covered by this report.

# PART II. OTHER
INFORMATION

# ITEM 1. Legal Proceedings

See
Note 8 to the condensed consolidated financial statements included in this Form 10-Q for
information concerning the Companys legal proceedings.

# ITEM 4.  Submission of
Matters to a Vote of Security Holders

The
annual meeting of shareholders of the Company was held on May 12, 2005. Holders of
26,243,823 shares of common stock were present in person or by proxy at the meeting. At the
meeting, the Companys shareholders elected each of the director nominees, approved
the 2005 Equity Incentive Plan and approved the 2005 Executive Incentive Compensation
Plan. The votes of the shareholders were as follows:

1.       
          To elect a board of directors to serve until the next annual meeting of
          shareholders or until their respective successors are duly elected or appointed:

|                      | For | Withheld
|--------------------- | --- | --------
|
|
|Erik Vonk             |     |         
|George B. Beitzel     |     |         
|Darcy E. Bradbury     |     |         
|James E. Cowie        |     |         
|A.D. Frazier          |     |         
|Jonathan H. Kagan     |     |         
|David S. Katz         |     |         
|James F. Manning      |     |         
|Jeffrey A. Sonnenfeld |     |         

35


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2.       
          To approve the Gevity HR, Inc. 2005 Equity Incentive Plan:

|For | Against    | Abstain | Broker Non-Vote
|--- | ---------- | ------- | ---------------
|
|
|    | 10,984,361 |         |                

3.       
          To approve the Gevity HR, Inc. 2005 Executive Incentive Compensation Plan:

|For | Against    | Abstain | Broker Non-Vote
|--- | ---------- | ------- | ---------------
|
|
|    | 18,520,713 |         |                

# ITEM 5. Other Information

(a)    
          On July 22, 2005, the Company entered into a Change in Control Severance
          Agreement with Clifford M. Sladnick, the Companys newly-appointed Chief
          Administrative Officer. A copy of the Change in Control and Severance Agreement
          is attached hereto as Exhibit 10.1. Also on July 22, 2005, Mr. Sladnick executed
          an indemnification agreement and a non-solicitation, non-compete and
          confidentiality agreement, in the forms customarily entered into by the Company with
          other senior executive officers. Additional information regarding Mr.
          Sladnicks appointment, as well as descriptions of his agreements with the
          Company, can be found in the Companys Current Report on Form 8-K, as filed
          with the SEC on July 1, 2005.

The Compensation Committee
 of the Board of Directors
of the Company, which administers the Gevity HR, Inc. 2005 Equity Incentive Plan (the
2005 Plan), may in the future make awards of restricted stock under the 2005 Plan to non-employee members
of the Board of Directors. Filed herewith as Exhibit 10.2 is
the form of restricted stock award to be used in such event.

# ITEM 6. Exhibits

| | Exhibit No. | Description
| | ----------- | -----------

| | 10.1 | Change
in Control Severance Agreement between Gevity HR, Inc. and Clifford M. Sladnick, dated
July 22, 2005.
| | ---- | ------------------------------------------------------------------------------------------------------------

| | 10.2 | Form
of Director Restricted Stock Award and Terms and Conditions pursuant to the Gevity HR,
Inc. 2005 Equity Incentive Plan.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | 31.1 | Certification
of the Chief Executive Officer, filed pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
of the Chief Financial Officer, filed 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.
| | -- | ----------------------------------------------------------------------------------

36


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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: July 28, 2005 |  | /s/ Peter  C. GrabowskiPeter C. Grabowski Chief Financial Officer(Principal Financial Officer)
|                     |  |                                                                                               

37


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