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

# FORM 10-Q

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

(Mark
One)

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

# For the quarterly
period ended June 30, 2003.

# or

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

# For the transition
period from ________________ to__________________

# Commission File No.
0-22701

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

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

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

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yesý    No
o

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

Yesý    No
o

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

|Class of common stock     |  | Outstanding as of August 8, 2003
|------------------------- |  | --------------------------------
|Par value $0.01 per share |  | 18,542,255                      




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TABLE OF CONTENTS

|                                                                                                                                    | Page
|----------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I. FINANCIAL INFORMATION                                                                                                       |     
|ITEM 1. Financial Statements                                                                                                        | 3   
|Condensed Consolidated Statements of Income for the three and six months ended                   June 30, 2003 and 2002 (unaudited) | 3   
|Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002(unaudited)                                          | 4   
|Condensed Consolidated Statements of Cash Flows for the six months ended                   June 30, 2003 and 2002 (unaudited)       | 5   
|                                                                                                                                    |     
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                                    | 6   
|ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                                       | 24  
|                                                                                                                                    |     
|ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                                                                  | 33  
|ITEM 4. Controls and Procedures                                                                                                     | 34  
|PART I. OTHER INFORMATION                                                                                                           |     
|ITEM 1. Legal Proceedings                                                                                                           | 36  
|ITEM 2. Changes in Securities and Use of Proceeds                                                                                   | 36  
|ITEM 4. Submission of Matters to a Vote of Security Holders                                                                         | 38  
|ITEM 5. Other Information                                                                                                           | 39  
|ITEM 6. Exhibits and Reports on Form 8-K                                                                                            | 39  
|SIGNATURE                                                                                                                           | 40  
|                                                                                                                                    |     

2


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PART I.  FINANCIAL INFORMATION

Item 1. Financial
Statements

# GEVITY HR, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOMEUNAUDITED(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-cash charges attributable to beneficial      |                                     |                                  
|conversion feature and accretion of redemption   |                                     |                                  
|value of convertible, redeemable preferred stock |                                     |                                  
|                                                 |                                     |                                  
|                                                 |                                     |                                  
|Preferred stock dividend                         |                                     |                                  
|                                                 |                                     |                                  
|                                                 |                                     |                                  
|                                                 |                                     |                                  
|Net income attributable to common shareholders   |                                     |                                  
|                                                 |                                     |                                  
|                                                 |                                     |                                  
|Net income per common share                      |                                     |                                  
|- Basic                                          |                                     |                                  
|                                                 |                                     |                                  
|- Diluted                                        |                                     |                                  
|                                                 |                                     |                                  
|Weighted average common shares outstanding       |                                     |                                  
|- Basic                                          |                                     |                                  
|- Diluted                                        |                                     |                                  

See
notes to condensed consolidated financial statements.

3


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

|                                                                      | June 30,
2003 | December 31,
2002
|--------------------------------------------------------------------- | ------------- | -----------------
|ASSETS                                                                |               |                  
|Current assets:                                                       |               |                  
|Cash and cash equivalents                                             |               |                  
|Certificates of deposit - restricted                                  |               |                  
|Marketable securities                                                 |               |                  
|Marketable securities- restricted                                     |               |                  
|Accounts receivable, net                                              |               |                  
|Deferred tax asset                                                    |               |                  
|Other current assets                                                  |               |                  
|                                                                      |               |                  
|Total current assets                                                  |               |                  
|Property and equipment, net                                           |               |                  
|Goodwill                                                              |               |                  
|Deferred tax asset                                                    |               |                  
|Other assets                                                          |               |                  
|                                                                      |               |                  
|Total assets                                                          |               |                  
|                                                                      |               |                  
|LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED                         |               |                  
|STOCK AND SHAREHOLDERS' EQUITY                                        |               |                  
|Current liabilities:                                                  |               |                  
|Accrued insurance premiums, health and                                |               |                  
|workers' compensation insurance reserves                              |               |                  
|Accrued payroll and payroll taxes                                     |               |                  
|Accounts payable and other accrued liabilities                        |               |                  
|Income taxes payable                                                  |               |                  
|Customer deposits and prepayments                                     |               |                  
|Dividends payable                                                     |               |                  
|                                                                      |               |                  
|Total current liabilities                                             |               |                  
|Long-term accrued health and workers' compensation insurance reserves |               |                  
|                                                                      |               |                  
|Deferred tax liability                                                |               |                  
|Other long-term liabilities                                           |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total liabilities                                                     |               |                  
|Commitments and contingencies (see notes)                             |               |                  
|Series A convertible, redeemable preferred stock, $0.01 par value,    |               |                  
|($30,000 liquidation preference) 30,000 shares authorized, issued and |               |                  
|outstanding as of June 30, 2003                                       |               |                  
|Shareholders' equity:                                                 |               |                  
|Common stock, $.01 par value                                          |               |                  
|Shares authorized: 100,000,000                                        |               |                  
|Shares issued and outstanding:                                        |               |                  
|June 30, 2003 - 21,336,155                                            |               |                  
|December 31, 2002 - 20,810,557                                        |               |                  
|Additional paid in capital                                            |               |                  
|Retained earnings                                                     |               |                  
|Treasury Stock (3,086,339 and 50,517 shares at cost, respectively)    |               |                  
|Accumulated other comprehensive income                                |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total shareholders' equity                                            |               |                  
|                                                                      |               |                  
|                                                                      |               |                  
|Total liabilities, convertible redeemable preferred                   |               |                  
|stock and shareholders' equity                                        |               |                  
|                                                                      |               |                  

See
notes to condensed consolidated financial statements.

4


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

See
notes to condensed consolidated financial statements.

5


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

Gevity
is a leading United States provider of human capital management solutions. The Company
offers its clients, which are typically small to medium-sized businesses with between five
and one hundred employees, a broad range of products and services that provide a complete
solution for the clients human resources (HR) outsourcing needs. The
Companys products and services include providing clients assistance with finding the
right employees for their business, developing their people, retaining the best employees,
managing employee related paperwork and protecting their business by providing guidance on
human resource policies, practices and regulatory compliance. The Companys services
are designed to improve the productivity and profitability of its clients businesses
by allowing managers of those businesses to focus on revenue producing activities by
relieving them of the time consuming and complex burdens associated with employee
administration. As of June 30, 2003, the Company served 6,152 clients, as
measured by individual client Federal Employer Identification Numbers (FEIN),
with 88,888 active worksite employees, and maintained offices in Florida,
Texas, Georgia, Arizona, Minnesota, North Carolina, Tennessee, Alabama, Colorado,
California and New York.

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

As
a co-employer, employment-related liabilities are contractually allocated between the
Company and the client under a written Professional Services Agreement. Under the
Professional Services Agreement, the Company assumes responsibility for and manages the
risks associated with each clients worksite employee payroll obligations, including
the liability for payment of salaries and wages (including payroll taxes) to each worksite
employee and, at the clients option, responsibility for providing group health,
welfare, and retirement benefits to such individuals. These obligations of the Company are

6


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

fixed, whether or not the client
makes timely payment of the associated service fee. In this regard, it is important to
understand that, unlike payroll processing service providers, the Company issues to each
of the clients worksite employees Company payroll checks drawn on the Companys
bank accounts. The Company also reports and remits all required employment information and
taxes to the Internal Revenue Service (IRS) and issues a Federal Form W-2 to
each worksite employee under the appropriate Company FEIN. The Company assumes the
responsibility for compliance with those employment-related governmental regulations that
can be effectively managed away from the clients worksite. The Company provides
workers compensation insurance coverage to each worksite employee under the
Companys master insurance policy. The client, on the other hand, contractually
retains the general day-to-day responsibility to direct, control, hire, terminate and
manage each of the clients worksite employees. The worksite employee services are
performed for the exclusive benefit of the clients business. The client also remains
responsible for compliance with those employment-related governmental regulations that are
more closely related to the day-to-day management of worksite employees.

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

The
Company contracts with a licensed insurance carrier to provide workers compensation
insurance coverage for its worksite employees. As of January 1, 2003, member insurance
companies of American International Group, Inc. (AIG) provide such insurance.
In 2002, CNA Financial Corporation (CNA) was the provider of such insurance.
The Company pays the premiums for this coverage and passes along to its clients some or
all of the costs attributable to the coverage for their respective worksite employees. The
Company does not act as an insurance company and is not licensed in any state as an
insurance company. However, as part of managing its workers compensation programs,
beginning in 2003, the Company operates a wholly-owned Bermuda-based insurance company.
The Company does assume certain workers compensation risk as a result of providing
its services. For a more detailed analysis, see Note 5 Workers Compensation
Costs.

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

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

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

7


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

Revenue Recognition

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

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

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

Accounting Change for
Reporting Revenue

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

8


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

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

For the Three Months ended June 30,
2003:

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

For the Three Months ended June 30, 2002:

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

For the Six Months ended June 30,
2003:

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

9


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

For the Six Months ended June 30,
2002:

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

New Accounting
Pronouncements

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

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

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

In
December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
CompensationTransition and Disclosurean amendment of SFAS No. 123. This
statement provides alternative methods of transition for a voluntary change to the
fair-value based method of accounting for stock-based employee compensation. This
statement also amends the disclosure requirements of SFAS No. 123 and Accounting
Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to
require prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company implemented SFAS No. 148 effective January 1, 2003
regarding disclosure requirements for condensed financial statements for interim periods.
The Company has determined it will not change to the fair-value method of
accounting for stock-based employee compensation.

10


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

The
Company has adopted only the pro forma disclosure provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 123 encourages, but does not
require, companies to record at fair value compensation cost for stock-based employee
compensation plans. The Company accounts for equity-based compensation arrangements in
accordance with the intrinsic value method prescribed by APB Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations. Intrinsic value per share
is the amount by which the market price of the underlying stock exceeds the exercise price
of the stock option or award on the measurement date, generally the date of grant. See
Note 8 Equity for a description of the Companys plans.

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

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

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

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

11


---

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

In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity. The statement requires issuers to
classify as liabilities (or assets in some circumstances) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally, the statement is
effective for all financial instruments entered into or modified after May 31, 2003, and
is otherwise effective at the beginning of the first interim period beginning after June
15, 2003. The Company has evaluated the provisions of this statement and determined that
it does not have a material impact on the Companys condensed consolidated financial
statements.

2.    
          RESTRICTED CERTIFICATES OF DEPOSIT AND MARKETABLE SECURITIES

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

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

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

|                                             | Amortized
Cost | Gross
Unrealized
Gain | Estimated
Fair Value
|-------------------------------------------- | -------------- | --------------------- | --------------------
|As of June 30, 2003:                         |                |                       |                     
|Adjusted rate mutual fund - unrestricted     |                |                       | $                   
|                                             |                |                       |                     
|                                             |                |                       |                     
|Auction market municipal bonds - restricted  |                |                       | $                   
|Auction market preferred shares - restricted |                |                       |                     
|Flex-term note - restricted                  |                |                       |                     
|Money market - restricted                    |                |                       |                     
|                                             |                |                       |                     
|                                             |                |                       |                     
|Total restricted investments                 |                |                       | $                   
|                                             |                |                       |                     
|                                             |                |                       |                     
|As of December 31, 2002:                     |                |                       |                     
|Auction market preferred shares - restricted |                |                       | $                   
|Commercial paper - restricted                |                |                       |                     
|Auction market municipal bonds- restricted   |                |                       |                     
|Money market - restricted                    |                |                       |                     
|                                             |                |                       |                     
|                                             |                |                       |                     
|Total restricted investments                 |                |                       | $                   
|                                             |                |                       |                     

The
unrealized gain shown at June 30, 2003, net of the tax effect of $2 is reflected as other
comprehensive income in the condensed consolidated balance sheet. For each of the three
and six month periods ended June 30, 2003 there were no realized gains or losses on the
sale of available-for-sale securities.

12


---

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

3.    
          ACCOUNTS RECEIVABLE

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

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

4.    
          HEALTH BENEFITS

Employee
benefit costs are comprised primarily of medical benefit plan costs, but also include the
costs of other employee benefits such as dental, vision, disability and group life
insurance. With respect to medical benefit plans, the Company will continue to enforce
minimum rates that apply to worksite employee participation and the amount each client
contributes toward the cost of providing the Companys health benefit plans to the
client worksite employees.

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

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

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

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

13


---

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

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

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

As
of June 30, 2003, the Company did not expect and has not recorded a health benefit subsidy
in the aggregate for 2003. During the three and six month periods ended June 30, 2002, the
Company recorded an aggregate health benefit subsidy of $1,125 and $2,125, respectively.

5.    
          WORKERS COMPENSATION COSTS

The
Company established a loss sensitive workers compensation insurance program with AIG
effective January 1, 2003. Beginning in 2003, the Company operates a wholly-owned
Bermuda-based insurance company as a component of its workers compensation programs.
For the three policy years beginning January 1, 2000 through December 31, 2002 the
Companys workers compensation insurance policies were written by CNA.

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

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

With
respect to the individual claim stop loss insurance risk, the Company is responsible for
paying, through AIG, claim amounts related to the first $1 million per accident. Claim
amounts in excess of $1 million per accident are insured through the AIG program.

With
respect to the aggregate claim stop loss insurance risk, the Company is responsible for
remitting premium payments to AIG sufficient to fund 175% of the insurance companys
estimate of expected losses for the policy year. The amount of the expected losses is
established at the beginning of the policy year based on an expected volume of payroll. If
the payroll volume varies during the year, the amount of the aggregate claim stop loss
insurance risk changes proportionately. Total claims amounts during the policy year that
exceed 175% of the expected loss amount are insured through the AIG program. The Company
generally does not pay additional premiums during the policy year unless payroll volume or
actual losses exceed certain estimated amounts established at the beginning of the policy
year.

14


---

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

Finally,
with respect to the premium payment credit risk, since this program is a fully insured
policy written by AIG, if the Company were to fail to make premium payments to AIG as
scheduled, then AIG is responsible for the payment of all losses under the terms of the
policy. AIG does require the Company to provide collateral based on the estimate of
expected losses for the policy year. The payment of premium by the Company to fund the
claims incurred during the current policy year that are paid in both the current and later years
by AIG reduces the amount of the total collateral to be provided by the Company. The
required collateral is provided in the form of cash and short-term investments placed into
a trust account.

AIG
does not receive collateral equal to the limits of the aggregate claim stop loss insurance
amount, which is 175% of the estimate of the expected losses for the policy year. Such
collateral amount is established at the beginning of the policy year and actual payroll
volumes may vary, resulting in a difference in the amount of expected losses and in the
amount of collateral provided based on estimates of expected losses made at the inception
of each policy year. Such variances, in addition to not receiving collateral equal to the
aggregate claim stop loss amount, result in credit and premium payment risk to AIG.

Under
the 2003 workers compensation program, the Company is guaranteed by AIG to receive a 2.42% per annum
 fixed return on premiums paid to AIG.

Similar
to the AIG program, the 2000 through 2002 CNA workers compensation insurance program
provided for a risk sharing arrangement between the Company and CNA. In addition, the
Company assumed the risk related to the timing of claims payments whereby the Company paid
premiums to CNA and guaranteed to CNA a specific investment return on those premium
payments. If the premium payments plus the guaranteed investment returns are not adequate
to fund a specific amount of claims due to the payment pattern of those claims being
earlier than expected, CNA is required to fund the additional amount required.

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

The
Company accrues for workers compensation costs under the AIG and CNA programs based
upon payroll dollars paid to worksite employees, the specific risks associated with the
type of work performed by the worksite employees, the administrative costs of the program,
the expected rate of return earned by premium dollars paid to AIG and CNA as part of the
programs and the discount rate used to determine the present value of future payments to
be made under the programs. Total liabilities for workers compensation costs at June
30, 2003 and December 31, 2002, respectively, were $68,012 and $74,397 of which $60,672
was classified as long-term for both periods. Included in the total liabilities for
workers compensation costs is the liability related to the expected payment for the
investment guarantee provided by the Company to CNA. The long-term liability balance
reflects a discounted amount of the liability using a rate of 4.0% at December 31, 2002
and June 30, 2003.

15


---

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

6.    
          COMMITMENTS AND CONTINGENCIES

Litigation

On
April 30, 1999, a shareholder of the Company brought a class action in the Twelfth
Judicial Division, Manatee County, Florida, against the Company and certain of its
directors alleging that the directors and senior officers of the Company breached their
fiduciary duty to shareholders by failing to pursue a proposal from Paribas Principal
Partners to acquire the Company in order to entrench themselves in the management of the
Company. At a hearing on June 5, 2003, the Circuit Court of the Twelfth Judicial Circuit
in and for Manatee County, Florida, gave preliminary approval to the proposed settlement
of the class action lawsuit. The Court authorized distribution of information pertaining
to settlement terms to class members and has set September 26, 2003 to hold a
fairness hearing on final approval of the settlement. The terms of the proposed settlement
include no admission of liability or wrongdoing on the part of the Company or the
individual defendants, and call for payment in the total amount of $1.8 million to the
class members not requesting exclusion, inclusive of attorneys fees and costs, which
will be paid out of insurance proceeds, therefore resulting in no financial impact on the
Company.

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. However, the defense and settlement of such claims may impact the
future availability, retention amounts and cost to the Company of applicable insurance
coverage.

Regulatory Matters

The
Companys employer and health care operations are subject to numerous federal, state
and local laws related to employment, taxes and benefit plan matters. Generally, these
regulations affect all companies in the United States. However, the regulations that
govern PEOs constitute an evolving area due to uncertainties resulting from the
non-traditional employment relationship between the PEO, the client and the worksite
employees. Many federal and state laws relating to tax and employment matters were enacted
before the widespread existence of PEOs and do not specifically address the obligations
and responsibilities of these PEO relationships. If the IRS concludes that PEOs are not
employers of certain worksite employees for purposes of the Internal Revenue
Code of 1986, as amended (the Code), the tax qualified status of the
Companys defined contribution retirement plan as in effect prior to April 1, 1997
could be revoked, its cafeteria 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.
On May 13, 2002, the IRS released guidance applicable solely to the tax- qualified status
of defined contribution retirement plans maintained by PEOs. In that guidance, the IRS
declared that it would not assert a violation of the exclusive benefit rule under Section
401(a) of the Internal Revenue Code if a PEO that maintains a single employer defined
contribution retirement plan for worksite employees takes certain remedial action by the
last day of the first plan year beginning on or after January 1, 2003. The Company
maintains a frozen single employer defined contribution retirement plan benefiting certain
worksite employees and intends to take the remedial action necessary to qualify for the
relief provided under the IRS guidance within the applicable deadline. Since the
Companys single employer defined contribution retirement plan has been frozen since
April 1, 1997 and the assets in the plan are less than $3 million, this change is not
expected to have a material effect on the Companys financial condition and future
results of operations. The Company also maintains an active defined contribution
retirement plan for participants that include client worksite employees. The active plan
is designed as a multiple employer plan and, as such, its status is unaffected by the
recent IRS guidance. Any other adverse developments in the
above noted areas could have a material effect on the Companys financial condition
and future results of operations.

16


---

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

7.    
          CONVERTIBLE REDEEMABLE PREFERRED STOCK

On
June 6, 2003, the Company sold its Series A Convertible, Redeemable Preferred Stock (the
Series A Preferred Stock), to Frontenac VIII Limited Partnership and Frontenac
Masters VIII Limited Partnership (collectively, Frontenac), each a limited partnership and an affiliate of Frontenac
Company LLC, SunTrust Equity Funding, LLC d/b/a/
SunTrust Equity Partners, BVCF IV, L.P., an affiliate of Adams Street Partners, LLC, and
C&B Capital, L.P. (collectively, the Purchasers), pursuant to the
Preferred Stock Purchase Agreement dated as of April 24, 2003, as amended on June 3, 2003
to include C&B Capital, L.P. as an additional purchaser (as amended, the
Purchase Agreement). Under the terms of the Purchase Agreement, the Company
agreed to issue and sell to the Purchasers an aggregate of 30,000 shares of the Series A
Preferred Stock, par value of $0.01, for a purchase price of $1,000 per share
(Liquidation Value). The Purchase Agreement was entered into pursuant to a
letter of intent dated March 5, 2003. Proceeds from the sale totaled $27,686, net of
issuance costs of $2,314.

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

Dividends

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

To
the extent the Company declares or pays any dividends (other than stock) on the
Companys Common Stock, the holders of the Series A Preferred Stock must be paid a
comparable dividend based upon the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred
Stock been converted immediately prior to the record date for the Common Stock dividend.
Such dividend will reduce the amount of dividends which would otherwise have been payable
on the Series A Preferred Stock. In June 2003, the Company declared a cash dividend of
$0.05 per share on its Common Stock for shareholders of record on July 15, 2003. As of
June 30, 2003, the Company had accrued $276 of preferred stock dividends based upon the
value of the Common Stock dividend on an as if converted basis.

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

17


---

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

Conversion Rights

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

Company Call Rights

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

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

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

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

Redemption

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

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

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

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

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

18


---

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

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

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

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

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

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

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

Voting Rights

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

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

19


---

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

Liquidation Preference

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

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

| |  | 
| |  | 

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

Deemed Liquidation

The
Majority Holders may deem any of the following to be a liquidation
event:

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

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

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

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

Registration Rights

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

Noncompliance

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

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

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

20


---

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

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

Financial Statement
Presentation

The
Company has classified the Series A Preferred Stock outside of permanent equity as a
result of certain redemption features. The Series A
Preferred Stock was recorded at its fair value on the date of issuance of approximately
$30,000 less issuance costs of $2,314, and less an allocation of $27,298 to the beneficial
conversion feature. The beneficial conversion feature resulted from the conversion feature
of the Series A Preferred Stock that was in-the-money at the date of issuance attributable to the
increase in the market price of the Companys Common Stock during the period from the date which the conversion
price was fixed (approximating market price at the time) and the date which Series
A Preferred Stock was issued. The
beneficial conversion feature is calculated as the difference between the market price and
the conversion price on the date of issuance, multiplied by the number of shares of Common
Stock into which the Series A Preferred Stock is convertible. The beneficial conversion
amount is recorded as a reduction of the carrying value of the Series A Preferred Stock
and an increase to additional paid-in-capital.
          The difference between the aggregate Liquidation Value of $30,000 and the
          initial balance of $388 recorded in the Series A Preferred Stock account on the
          Companys balance sheet, as a result of the beneficial conversion
          feature and the cost of issuance (Redemption Value), is being
          accreted over the periods from the date of issuance to the respective
Demand Redemption Dates for each 10,000 share tranche,
          utilizing the interest method. Accretion of the Redemption Value is recognized
          as an increase in the carrying value of the Series A Preferred Stock and as a
          return to the holders of Series A Preferred Stock and approximated $17 for the
          three and six months ended June 30, 2003.



8. EQUITY

Employee Stock Option
Plans

In
1997, the Company adopted the 1997 Stock Incentive Plan (the 1997 Plan). The
1997 Plan provides for various equity incentives, including options, that may be granted to key employees, officers,
and directors of Gevity and 2,500,000 shares of Common Stock were initially authorized for issuance under the 1997 Plan.
 In May
of 2000, shareholders approved an amendment to the 1997 Plan that increased the number of
shares authorized for issuance under the plan to 4,500,000 shares. Options granted to date
under the 1997 Plan generally have a vesting period of up to 4 years for officers and key employees
and generally are immediately vested for non-employee directors. Options generally may not
be exercised more than 10 years from the date of the grant.

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

During
the six months ended June 30, 2003, the Company issued 465,598 shares of Common Stock to
directors, officers and employees of the Company upon the exercise of stock options.

Employee Stock Purchase
Plan

In
January 2003, 21,912 shares of Common Stock (from treasury) were issued to employees
participating in the Companys employee stock purchase plan which was adopted on July
1, 2001.

21


---

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

9.    
          INCOME TAXES

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

10.    
          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, 2003 and 2002 is as follows:

|                                                          | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|--------------------------------------------------------- | ---------------------- | -------------------- | ----------------
|For the Three Months Ended June 30, 2003:                 |                        |                      |                 
|Basic EPS:                                                |                        |                      | $               
|Non-cash charges attributable to beneficial conversion    |                        |                      |                 
|feature and accretion of redemption value of convertible, |                        |                      |                 
|redeemable preferred stock                                |                        |                      |                 
|Preferred stock dividend                                  |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Net income attributable to common shareholders            |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|Convertible, redeemable preferred stock                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      | $               
|                                                          |                        |                      |                 
|For the Three Months Ended June 30, 2002:                 |                        |                      |                 
|Basic EPS:                                                |                        |                      | $               
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      | $               
|                                                          |                        |                      |                 

For
the three months ended June 30, 2003 and 2002, 552,182 and 1,027,741 options,
respectively, weighted for the portion of the period they were outstanding, were excluded
from the diluted earnings per share computation because the exercise price of the options
was greater that the average price of the common stock.

22


---

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

|                                                          | Net Income
(Numerator) | Shares
(Denominator) | Per Share
Amount
|--------------------------------------------------------- | ---------------------- | -------------------- | ----------------
|For the Six Months Ended June 30, 2003:                   |                        |                      |                 
|Basic EPS:                                                |                        |                      | $               
|Non-cash charges attributable to beneficial conversion    |                        |                      |                 
|feature and accretion of redemption value of convertible, |                        |                      |                 
|redeemable preferred stock                                |                        |                      |                 
|Preferred stock dividend                                  |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Net income attributable to common shareholders            |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|Convertible, redeemable preferred stock                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      | $               
|                                                          |                        |                      |                 
|For the Six Months Ended June 30, 2002:                   |                        |                      |                 
|Basic EPS:                                                |                        |                      | $               
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Effect of dilutive securities:                            |                        |                      |                 
|Options                                                   |                        |                      |                 
|                                                          |                        |                      |                 
|                                                          |                        |                      |                 
|Diluted EPS:                                              |                        |                      | $               
|                                                          |                        |                      |                 

For
the six months ended June 30, 2003 and 2002, 744,432 and 2,212,627 options, respectively,
weighted for the portion of the period they were outstanding, were excluded from the
diluted earnings per share computation because the exercise price of the options was
greater than the average price of the common stock.

23


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

CRITICAL ACCOUNTING
POLICIES

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

Revenue Recognition

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

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

The
Company reports revenues from service fees in accordance with
EITF No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
Agent. The Company reports as revenues, on a gross basis, the total amount billed to
clients for service fees, health and welfare benefit plan fees, workers compensation
and unemployment insurance fees. The Company reports revenues on a gross basis for these
fees because the Company is the primary obligor and deemed to be the principal in these
transactions under EITF No. 99-19. The Company now reports revenues on a net basis for the
amount billed to clients for worksite employee salaries, wages and certain payroll-related
taxes less amounts paid to worksite employees and taxing authorities for these salaries,
wages and taxes. The Company accounts for its revenues using the accrual method of
accounting. Under the accrual method of accounting, the Company recognizes its revenues in
the period in which the worksite employee performs work.

The Company accrues revenues for service fees,
health and welfare benefits plan fees,  workers compensation and unemployment insurance fees relating
 to work performed by worksite employees but
unpaid at the end of each period.

The Company accrues unbilled receivables for payroll and payroll taxes, services fees,
health and welfare benefits plan fees, workers compensation and unemployment insurance fees relating
 to work performed by worksite employees
but unpaid at the end of each period. In addition, the related costs of services are accrued
as a liability for the same period. Subsequent to the end of each period, such costs are
paid and the related service fees are billed.

24


---

Accounting Change for
Reporting Revenue

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

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

Medical Benefit Plan
Liabilities

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

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

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

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

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

25


---

Workers
Compensation Plan Liabilities

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

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

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

The
Companys condensed consolidated financial statements reflect the estimates made by
the independent actuaries as well as other factors related to the AIG and CNA
workers compensation programs within the cost of services on the Companys
condensed consolidated statements of income and within the accrued insurance premiums,
health and workers compensation insurance reserves on the Companys condensed
consolidated balance sheet.

If
the actual cost of the claims incurred is higher than the estimates determined by the
independent actuaries, then the accrual rate used to determine workers compensation
costs could increase. If the actual cost of the claims incurred is lower than the
estimates determined by the independent actuaries, then the accrual rate used to determine
workers compensation costs could decrease.

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

In
order to recognize these workers compensation cost obligations that are
not expected to be paid in the following year, the Company includes a portion of the
obligation as a long-term liability. The long-term liability balance reflects a discounted
amount of the liability using a discount rate of 4.0% at December 31, 2002 and June 30,
2003.

Deferred Income Taxes

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

26


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RESULTS OF OPERATIONS

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

|                                 | 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             |                                    |                                 
|                                 |                                    |                                 
|                                 |                                    |                                 
|Income before income taxes       |                                    |                                 
|Income tax provision             |                                    |                                 
|                                 |                                    |                                 
|                                 |                                    |                                 
|Net income                       |                                    |                                 
|                                 |                                    |                                 

SIGNIFICANT TRENDS

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

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

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

Since
the Company has historically sold a significant amount of its services to clients in
high-risk industries, there was a degree of uncertainty as to whether it could be
successful in selling services to clients in industries not previously focused upon. The
Company has been selling to the new target market since the first quarter of 2001, and the sales volume
from new clients has been at a level that leads the Company to believe that
the result of the transition has been profitable.

27


---

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

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

Revenues
were $102.1 million for the three months ended June 30, 2003, compared to $92.9 million
for the three months ended June 30, 2002, representing an increase of $9.2 million, or
9.9%. Revenue growth was primarily due to the Companys price increases implemented
as of January 1, 2003.

For
the three months ended June 30, 2003, the average number of paid worksite employees was 85,786 as compared to 96,147 for the three months ended June 30,
2002, representing a decrease of 10.8%. The Company believes this decrease was a result of
the Companys price increases.

The
annualized average wage of paid worksite employees for the three months ended June 30,
2003 increased 10.7% to $32,493 from $29,357 for the three months ended June 30, 2002.
This increase is consistent with the Companys strategy of focusing on clients that
pay higher wages to their employees.

Total
salary and wages paid to worksite employees for the three months ended June 30, 2003
decreased 1.2% to $696.9 million from $705.7 million for the three months ended June 30,
2002, reflecting the overall decline in the number of worksite employees.

As
a result of the repricing actions, the average annualized administrative fees earned per
paid worksite employee increased 15.5% from $914 for the three months ended June 30, 2002
to $1,056 for the three months ended June 30, 2003.

Charges
to clients for workers compensation insurance coverage as a percentage of worksite
salaries and wages for the three months ended June 30, 2003 was 3.74% as compared to 3.42%
for the three months ended June 30, 2002 representing an increase of 9.4%. Workers
compensation charges increased during the second quarter of 2003 primarily due to a billing
increase for Florida clients related to the State of Floridas increase in the manual
premium rates on April 1, 2003. Manual premium reflects the risk profile of companies as measured by the rates that
workers compensation insurance carriers and states charge those companies for workers compensation insurance.

The manual
premium rates applicable to the
Companys clients decreased 3.7% during the second quarter of 2003 as
compared to the second quarter of 2002. This decrease in the Company manual premium rates reflects the improved risk
profile of the Company clients.

Charges
to clients and employees for medical insurance and retirement benefits coverage for the
three months ended June 30, 2003 were $51.6 million compared to $44.8 million for the
three months ended June 30, 2002, representing an increase of 15.2%. This increase was
attributable to increases in health insurance costs as well as the Companys decision to
no longer provide health benefits insurance to client employees at rates below the cost of
such coverage to the Company. As of June 30, 2003 approximately 38.6% of the
Companys client employees participated in the Companys health benefit plans and
75.8% of the clients offered health benefits coverage to their employees.

Cost
of services was $74.3 million for the three months ended June 30, 2003, compared to $70.3
million for the three months ended June 30, 2002, representing an increase of $4.0
million, or 5.7%. This increase was primarily due to an increase in the cost of health
benefits insurance and which was partially offset by a decrease in workers
compensation costs.

28


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The
cost of providing medical insurance and retirement benefits to clients employees for
the three months ended June 30, 2003 was $51.6 million as compared to $46.1 million for
the three months ended June 30, 2002, representing an increase of 11.9%. This increase was
attributable to increases in health insurance costs.

As of January 1, 2003, the Company repriced its health benefits
insurance coverage provided to worksite employees in order to reduce the aggregate health
benefit subsidy. For the three months ended June 30, 2003, there was no aggregate health
benefit subsidy compared to a subsidy of $1.1 million for the three months ended June 30,
2002.

Workers
compensation costs for the three months ended June 30, 2003 were $21.0 million compared to
$22.8 million for the three months ended June 30, 2002, representing a decrease of $1.8
million or 7.9%. Workers compensation costs decreased in the second quarter of 2003
due to the Companys decision to sell to a target market with a lower workers
compensation risk profile and higher wages.

State
unemployment taxes were $1.3 million for the three months ended June 30, 2003 and 2002.

Gross profit
was $27.9 million for the three months ended June 30, 2003, compared to $22.6 million for
the three months ended June 30, 2002, representing an increase of $5.3 million, or 23.5%.
Gross profit increased primarily due to the Companys price increases implemented as
of January 1, 2003.

Operating
expenses were $22.9 million for the three months ended June 30, 2003, compared to $21.4
million for the three months ended June 30, 2002, representing an increase of $1.5
million, or 7.0%.

Salaries,
wages and commissions were $13.0 million for the three months ended June 30, 2003,
compared to $13.1 million for the three months ended June 30, 2002, representing a
decrease of $0.1 million, or 0.8%. This decrease was due primarily to a reduction in the
number of employees throughout 2002, which carried over and leveled off through the second
quarter of 2003.

Other
general and administrative expenses were $8.1 million for the three months ended June 30,
2003, compared to $6.4 million for the three months ended June 30, 2002, representing an
increase of $1.7 million, or 26.6%. This increase
was due primarily to increased outside service fees, as well as marketing and sales training
expenses incurred during the three months ended June 30, 2003 in order to support a sales
expansion effort.

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

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

Income
tax expense for the three months ended June 30, 2003 was $1.8 million, compared to $0.6
million for the three months ended June 30, 2002. The Companys effective tax rate
for financial reporting purposes was 33.0% for the three months ended June 30,
2003 as compared to 34.0% for the three months ended June 30, 2002.

Net
income was $3.6 million for the three months ended June 30, 2003, compared to net income
of $1.1 million for the three months ended June 30, 2002, representing an increase of $2.5
million.

29


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Six Months Ended June 30,
2003 Compared to Six Months Ended June 30, 2002

Revenues
were $204.9 million for the six months ended June 30, 2003, compared to $184.0 million for
the six months ended June 30, 2002, representing an increase of $20.9 million, or 11.4%.
Revenue growth was primarily due to the Companys price increases implemented as of
January 1, 2003.

For
the six months ended June 30, 2003, the average number of paid worksite employees receiving a
paycheck each month was 86,866 as compared to 96,107 for the six months ended June 30,
2002, representing a decrease of 9.6%. The Company believes this decrease was a result of
the Companys price increases.

The
annualized average wage of paid worksite employees for the six months ended June 30, 2003
increased 10.9% to $31,519 from $28,428 for the six months ended June 30, 2002. This
increase is consistent with the Companys strategy of focusing on clients that pay
higher wages to their employees.

Total
salaries and wages paid to worksite employees for the six months ended June 30, 2003
increased 0.2% to $1,368.9 million from $1,366.1 million for the six months ended June 30,
2002 reflecting the overall decline in worksite employees.

As
a result of the repricing actions, the average annualized administrative fees earned per
paid worksite employee increased 14.3% from $908 for the six months ended June 30, 2002 to
$1,038 for the six months ended June 30, 2003.

Charges
to clients for workers compensation insurance coverage as a percentage of worksite
salaries and wages for the six months ended June 30, 2003 was 3.59% as compared to 3.50%
for the six months ended June 30, 2002, representing an increase of 2.6%. Workers
compensation charges increased in the first two quarters of 2003 primarily due to a billing
increase for Florida clients related to the State of Floridas increase in the manual
premium rates on April 1, 2003.

The manual premium
rates applicable to the Company's
clients decreased 10.5% during the six months ended June 30, 2003 as
compared to the six months ended June 30, 2002.
This decrease in the Company's manual premium rates
reflects the improved risk profile of the Company clients.

Charges
to clients and employees for medical insurance and retirement benefits coverage for the
six months ended June 30, 2003 were $104.1 million as compared to $86.3 million for the
six months ended June 30, 2002, representing an increase of 20.6%. This increase was
attributable to increases in health insurance costs as well as the Companys decision to
no longer provide health benefits insurance to client employees at rates below the cost
of such coverage to the Company.

Cost
of services was $152.3 million for the six months ended June 30, 2003, compared to $138.4
million for the six months ended June 30, 2002, representing an increase of $13.9 million,
or 10.0%. This increase was primarily due to an increase in the cost of health benefits
insurance, which was partially offset by a decrease in workers compensation costs.

The
cost of providing medical insurance and retirement benefits to clients employees for the
six months ended June 30, 2003 was $104.1 million as compared to $88.5 million for the six
months ended June 30, 2002, representing an increase of 17.6%. This increase was
attributable to increases in health insurance costs. For the six months ended June 30,
2003, there was no aggregate health benefit subsidy compared to $2.1 million for the six
months ended June 30, 2002.

Workers
compensation costs for the six months ended June 30, 2003 were $43.1 million compared to
$45.6 million for the six months ended June 30, 2002, representing a decrease of $2.5
million or 5.5%. Workers compensation costs decreased in the first two quarters of
2003 due to the Companys decision to sell to a target market with a lower
workers compensation risk profile and higher wages.

30


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State
unemployment taxes were $4.2 million for the six months ended June 30, 2003, compared to
$4.0 million for the six months ended June 30, 2002, representing an increase of $0.2
million or 5.0%. This increase was primarily the result of business expansion into states
with higher unemployment tax rates.

Gross
profit was $52.6 million for the six months ended June 30, 2003, compared to $45.6 million
for the six months ended June 30, 2002, representing an increase of $7.0 million, or
15.4%. Gross profit increased primarily due to the Companys price increases
implemented as of January 1, 2003.

Operating
expenses were $44.2 million for the six months ended June 30, 2003, compared to $43.5
million for the six months ended June 30, 2002, representing an increase of $0.7 million,
or 1.6 %.

Salaries,
wages and commissions were $25.5 million for the six months ended June 30, 2003, compared
to $26.7 million for the six months ended June 30, 2002, representing a decrease of $1.2
million, or 4.5%. This decrease was due primarily to a reduction in the number of
employees throughout 2002, which carried over and leveled off through the first two
quarters of 2003.

Other
general and administrative expenses were $15.0 million for the six months ended June 30,
2003, compared to $12.7 million for the six months ended June 30, 2002, representing an
increase of $2.3 million, or 18.1%. This increase
was due primarily to increased outside service fees, as well as marketing and sales training
expenses incurred during the six months ended June 30, 2003 in order to support a sales
expansion effort.

Depreciation
and amortization expenses were $3.6 million for the six months ended June 30, 2003,
compared to $4.1 million for the six months ended June 30, 2002. Depreciation expense
decreased as a result of assets reaching the end of their depreciable lives and was
partially offset by increased depreciation expense related to capital expenditures.

Interest
income was $0.8 million for the six months ended June 30, 2003 and $1.0 million for the
six months ended June 30, 2002 representing a decrease of $0.2 million due to a decline in
interest rates.

Income
tax expense for the six months ended June 30, 2003 was $3.1 million, compared to $1.1
million for the six months ended June 30, 2002. The Companys effective tax rate for
financial reporting purposes was 33.0% for the six months ended June 30, 2003 as
compared to 34.0% for the six months ended June 30, 2002.

Net
income was $6.2 million for the six months ended June 30, 2003, compared to net income of
$2.1 million for the six months ended June 30, 2002, representing an increase of $4.1
million.

Liquidity and Capital
Resources

At June 30, 2003, the
Company had $140.5 million in total cash and cash equivalents, certificates of
deposit and marketable securities, of which $30.8 million was
unrestricted. The Company is required to collateralize its obligations under its
workers compensation and health benefit plans and certain general insurance
coverages. The Company uses its cash and cash equivalents to collateralize these obligations
 as more fully described below.  Cash and cash equivalents used to collateralize these obligations
 are designated as restricted in the Companys
financial statements.

At
June 30, 2003, the Company had pledged $109.7 million of restricted certificates of
deposit and restricted marketable securities, with original maturities of less than one
year, as collateral for certain standby letters of credit or in collateral trust
arrangements issued in connection with the Companys workers compensation and
health benefit plans.

Of
the total amount pledged by the Company, $78.9 million was pledged as part of the
Companys workers compensation programs with CNA for the policy years January
1, 2000 through December 31, 2002 and $24.5 million was pledged as part of the
Companys 2003 workers compensation and other related insurance programs with
AIG.

31


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The
Company does not anticipate that additional cash and cash equivalents will be required as
additional collateral for the 2003 workers compensation and other related insurance
programs with AIG during the final six months of 2003.

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

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

The Companys
billings to its clients include: (i) each worksite employees gross wages; (ii) a
markup which is computed as a percentage of the gross wages; (iii) related payroll taxes;
and (iv) the clients portion of benefits, including medical and retirement
benefits, provided to the worksite employees based on elected coverage levels by the
client and the worksite employee. Included in the Companys billings during the first
six months of 2003 were salaries, wages and payroll taxes of worksite employees of
$1,474.0 million.

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

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

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

At
June 30, 2003, the Company had net working capital of $110.8 million, including restricted
funds of $109.7 million as compared to $89.6 million in net working capital as of December
31, 2002, including $92.5 million of restricted funds.

Net
cash provided by operating activities was $4.2 million for the six months ended June 30,
2003 as compared to net cash provided by operating activities of $27.5 million for the six
months ended June 30, 2002, representing a decrease of $23.3 million. The
overall decrease in cash provided by operating activities is attributable to several
factors. The increase in net income and cash provided by accounts receivable was more than
offset by a reduction in liabilities. The timing and amount of payments for payroll,
payroll taxes and benefit premiums can vary significantly based on various factors,
including the day of the week on which a period ends and the existence of holidays on or
immediately following a period-end.

Cash
used in investing activities for the six months ended June 30, 2003 of $29.2 million
primarily relates to the increase in restricted investments as a result of
collateralization obligations for the 2003 AIG workers compensation program. Cash
used in investing activities during the six months ended June 30, 2002 of $37.9 million
related to the increase in restricted securities as a result of collateralization
obligations for the 2002 CNA workers compensation program.

32


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Cash
provided by financing activities for the six months ended June 30, 2003, of $10.9 million,
was primarily a result of the sale by the Company on June 6, 2003, of 30,000 shares of the
Series A Preferred Stock for $27.7 million (net of transaction cost of $2.3 million).
Proceeds from the sale of the Series A Preferred Stock totaling $16.3 million were used by
the Company to purchase from Charles S. Craig, a former director of the
Company, approximately 3.1 million shares of Common Stock and options to purchase Common Stock. During the six months ended June 30, 2002, cash used in financing
activities of $1.6 million resulted from the net effect of dividends paid by the Company
versus cash received by the Company for the issuance of Common Stock.

The
Company did not pay any cash dividends prior to March 14, 2001. At that time, the Company
instituted a quarterly dividend program of $0.05 per share, and pursuant to this program
the Board of Directors declared a cash dividend of $0.05 per share of Common Stock in June
2003, payable on July 31, 2003 to holders of record on July 15, 2003. While, this dividend
declaration is part of an intended regular quarterly dividend program, any future
determination as to the payment of dividends will be made at the discretion of the Board
of Directors and will depend upon the Companys operating results, financial
condition, capital requirements, general business conditions and such other factors as the
Board of Directors deems relevant. Under the terms of the Series A Preferred Stock, the
consent of the Majority Holders (currently the Frontenac entities) of the Series A
Preferred Stock will be required for the payment of dividends in excess of 50% of net
income for 2003 and 2004, in excess of 40% of net income for 2005, and in excess of 30% of
net income thereafter, so long as the Frontenac entities hold (or are entitled to vote) a
majority of the Series A Preferred Stock.

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

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

ITEM 3. Quantitative and
Qualitative Disclosures about Market Risk

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

33


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ITEM 4. Controls and
Procedures

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

CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

34


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

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

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

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

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

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

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

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

| | (xv) | the
failure to properly manage growth and successfully integrate acquired
               companies and operations;
| | ---- | ------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

35


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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Lawrence
E. Egle v. Gevity HR, Inc., et al. On April 30, 1999, a shareholder of the Company,
brought a class action in the Twelfth Judicial Division, Manatee County, Florida against
the Company and certain of its directors alleging that the directors and senior officers
of the Company breached their fiduciary duty to shareholders by failing to pursue a
proposal from Paribas Principal Partners to acquire the Company in order to entrench
themselves in the management of the Company. At a hearing on June 5, 2003, the Circuit
Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, gave preliminary
approval to the proposed settlement of the class action lawsuit. The Court authorized
distribution of information pertaining to settlement terms to class members and has
set September 26, 2003 to hold a fairness hearing on final approval of the settlement. The
terms of the proposed settlement include no admission of liability or wrongdoing on the
part of the Company or the individual defendants, and call for payment in the total amount
of $1.8 million to the class members not requesting exclusion, inclusive of
attorneys fees and costs, which will be paid out of insurance proceeds, therefore
resulting in no financial impact on the Company.

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. However, the defense and settlement of such claims may impact the
future availability, retention amounts and cost to the Company of applicable insurance
coverage.

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

ITEM 2.  Changes in Securities and Use of Proceeds

On
June 6, 2003, the Company completed the closing of a private placement with Frontenac
VIII Limited Partnership and Frontenac Masters VIII Limited Partnership (collectively, Frontenac), each a limited
partnership and affiliate of Frontenac Company LLC,
SunTrust Equity Funding LLC d/b/a SunTrust Equity Partners, BVCF IV, L.P. and C&B
Capital, L.P. (collectively, the Purchasers) pursuant to the terms of the
previously-announced Preferred Stock Purchase Agreement, dated as of April 24, 2003,
as amended on June 3, 2003 to include C&B Capital, L.P. as an additional
purchaser (as amended, the  Purchase Agreement). Pursuant to the terms of the
Purchase Agreement, the Purchasers purchased an aggregate of 30,000 shares of a
newly-authorized series of preferred stock, $0.01 par value per share, of the Company,
designated as the Series A Convertible, Redeemable Preferred Stock
(the Series A Preferred Stock), the terms of which are set forth in a
Certificate of Designation, as filed with the Secretary of State of the State of Florida
as an amendment to the Amended and Restated Articles of Incorporation of the Company.

The purchase price paid by the Purchasers for the Series A Preferred Stock was $1,000 per
share (the Liquidation Value), for a total of $30 million. Approximately
$16.3 million of the proceeds from the sale of the Series A Preferred Stock were used
to fund the purchase by the Company of shares of Common Stock and options to purchase
Common Stock held directly or indirectly by Charles S. Craig (see description below).
Issuance costs incurred in connection with the transaction were approximately $2.3
million. The balance of the proceeds was added to the Companys working capital to
enable it to pursue its current growth strategy, including possible future acquisitions.

36


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

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

To
the extent the Company declares or pays any dividends (other than stock) on the
Companys Common Stock, the holders of the Series A Preferred Stock must be paid a
comparable dividend based upon the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred
Stock been converted immediately prior to the record date for the Common Stock dividend.
Such dividend will reduce the amount of dividends which would otherwise have been payable
on the Series A Preferred Stock. In June 2003, the Company declared a cash dividend of
$0.05 per share on its Common Stock for shareholders of record on July 15, 2003. As of
June 30, 2003, the Company has accrued $276 of preferred stock dividends based upon the
value of the Common Stock dividend on an as if converted basis.

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

The Majority Holders are entitled to designate two directors to serve as members of the
Companys Board of Directors (the Series A Directors). James E.
Cowie and David S. Katz were designated by the Majority Holders and elected by the Board
of Directors to serve as the initial Series A Directors, effective June 6, 2003.

Prior to the issuance of the Series A Preferred Stock, the Purchasers entered into a
voting rights letter agreement, dated June 6, 2003, in order to ensure compliance
with the NASDAQ National Markets voting rights rules for convertible securities.
Pursuant to the terms of the agreement, the voting rights of each share of Series A
Preferred Stock held by the Purchasers, when voting on an as-if converted basis with the
holders of Common Stock, shall be limited to one vote for each share of Common Stock
issuable upon conversion of the Series A Preferred Stock as of the date of the
initial issuance of the Series A Preferred Stock, subject to certain adjustments for
stock splits, stock dividends, stock purchase rights, recapitalizations and similar
matters.

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

37


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Simultaneous with the closing of the Purchase Agreement, the Company also completed a
stock purchase transaction with Charles S. Craig, a former director of the
Company, pursuant to the terms of a letter of intent by and between the Company and
Mr. Craig, dated as of March 5, 2003. The Company purchased 2,997,734 shares of
Common Stock held directly or indirectly by Mr. Craig at a net price per share of
$5.38, and options to purchase 60,000 shares of Common Stock for an aggregate purchase
price of $143,800. The $16.3 million purchase price for Mr. Craigs shares and
options was funded out of the proceeds from the sale of the Series A Preferred Stock
to the Purchasers.



The
sale of the Series A Preferred Stock was exempt from the registration requirements of the
Securities Act of 1933 in reliance on Section 4(2) thereof, which exempts
transactions by an issuer not involving any public offering and in reliance
upon Regulation D under such Act.

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

The
Annual Meeting of Shareholders of the Company was held on June 3, 2003. Holders of
19,988,075 shares of common stock were present in person or by proxy at the meeting. The
two proposals voted on at the annual meeting were approved. The votes of the stockholders
were as follows:

1.       
          Election of two Class I directors to serve until the annual meeting of
          shareholders in 2006 or until their successors are duly elected and qualified:

|                  |  | 
|----------------- |  | 
|                  |  | 
|                  |  | 
|James F. Manning  |  | 
|George B. Beitzel |  | 

The
terms of office of the following other directors continued after the annual meeting: Erik
Vonk, Darcy E. Bradbury, Elliot B. Ross and Jonathan H. Kagan. Mr. Vonk and Ms. Bradbury
are Class III Directors with terms ending in 2004. Messrs. Ross and Kagan are Class II
Directors with terms ending in 2005.

2.       
          Approval of the issuance of 30,000 shares of Series A Convertible, Redeemable
          Preferred Stock and the issuance of shares of Common Stock upon conversion of
          the Series A Convertible, Redeemable Preferred Stock in accordance with the
          terms of the Certificate of Designation.

| |            |  | 
| | ---------- |  | 
| | For        |  | 
| |            |  | 
| | 11,973,239 |  | 

38


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ITEM 5. Other Information

On
June 1, 2003, John E. Panning retired as the Companys Chief Financial Officer (CFO) and
as a Director. Also on June 1, 2003, Peter Grabowski succeeded Mr. Panning as Senior Vice
President and CFO.

ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

| | 10.1 | Waiver Letter dated July 16, 2003
executed by the holders of the Series A Preferred Stock.
| | ---- | ------------------------------------------------------------------------------------------

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

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

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

(b)       
          Reports on Form 8-K

On
April 4, 2003, a Current Report on Form 8-K was filed with the Securities and Exchange
Commission providing access to the Companys investor presentation dated April 4,
2003.

On
April 24, 2003, a Current Report on Form 8-K was filed with the Securities and Exchange
Commission announcing the retirement of John E. Panning from his position as Chief
Financial Officer and as a director of the Company, effective June 1, 2003, and the
appointment of Peter Grabowski as successor Chief Financial Officer.

On
June 10, 2003, a Current Report on Form 8-K was filed with the Securities and Exchange
Commission announcing the completion of the issuance and sale of 30,000 shares of the
Series A Convertible, Redeemable Preferred Stock and the purchase of 2,997,734 shares of
Common Stock and of options to purchase 60,000 shares of Common Stock on June 6, 2003.

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SIGNATURE

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

|                        |  | GEVITY HR, INC.              
|----------------------- |  | -----------------------------
|Dated:  August 13, 2003 |  | /s/ PETER C. GRABOWSKI       
|                        |  | Chief Financial Officer      
|                        |  | (Principal Financial Officer)

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