SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2005.

or

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

For the transition period from                 to                

Commission File No. 1-13998

Administaff, Inc.

(Exact name of registrant as specified in its charter)

     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. Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

     As of July 29, 2005, 26,125,070 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

 

 

TABLE OF CONTENTS

		Part I
Item 1.		Financial Statements			3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 4.		Controls and Procedures			33
		Part II
Item 1.		Legal Proceedings			34
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 4.		Submission of Matters to a Vote of Security Holders			35
Item 6.		Exhibits			35
Minimum Premium Financial Agreement
Minimum Premium Administrative Services Agreement
Certification of CEO pursuant to Section 302
Certification of CFO pursuant to Section 302
Certification of CEO pursuant to Section 906
Certification of CFO pursuant to Section 906

See accompanying notes.

See accompanying notes.

See accompanying notes.

See accompanying notes.

ADMINISTAFF, INC.

Stock-Based Compensation

     At June 30, 2005, the Company has three stock-based employee compensation plans. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , and related interpretations. During the first quarter of 2005, the Company accelerated the vesting of all outstanding stock options, resulting in the recognition of $790,000 ($487,000, net of taxes) of stock-based compensation expense. In addition, the Company issued 303,600 restricted common shares that vest over three years. During the first six months of 2005, the Company recognized $615,000 ($383,000, net of taxes) of stock-based compensation expense associated with the restricted stock grant. The following table illustrates the effect on net income and net income per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , to stock-based employee compensation.

     The fair value for these options was estimated at the date of grant using a Black-Scholes option-pricing model. For options granted during the periods above, the following assumptions were used: volatility ranging from 89% to 92%, expected life of five years, risk free interest rate ranging from 3.3% to 3.7% and a dividend yield ranging from 0% to 2%. The weighted average fair value of options granted in the six months ended June 30, 2005 and 2004 was $11.27 and $12.23.

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input

assumptions can materially affect the fair value estimate, in the Company’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

2. Accounting Policies

Health Insurance Costs

     The Company provides health insurance coverage to its worksite employees through a national network of carriers including UnitedHealthcare (“United”), Cigna Healthcare, PacifiCare, Kaiser Permanente, Blue Cross and Blue Shield of Georgia, Blue Shield of California and Tufts, all of which provide fully insured policies or service contracts.

     The policy with United, which was first obtained in January 2002, provides the majority of the Company’s health insurance coverage. As a result of certain contractual terms, the Company has accounted for this plan since its inception using a partially self-funded insurance accounting model. Accordingly, Administaff records the costs of the United Plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”) as benefits expense in the Consolidated Statements of Operations. The estimated incurred claims are based upon: (i) the level of claims processed during the quarter; (ii) recent claim development patterns under the plan; and (iii) the number of participants in the plan. Each reporting period, changes in the estimated ultimate costs resulting from changes in the actual claims experience and other trends are incorporated into the benefits costs estimates.

     Additionally, since the plan’s inception in January 2002, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter. If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in the plan would be incurred and the Company would accrue a liability for the excess costs on its Consolidated Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the cash funded to United, a surplus in the plan would be incurred and the Company would record an asset for the excess premiums on its Consolidated Balance Sheet.

     In 2005, Administaff and United entered into a new three-year arrangement, whereby a previous contractual requirement to maintain a security deposit with United was eliminated. Accordingly, the outstanding security deposit at December 31, 2004 of $17.5 million was returned to Administaff during the quarter ended June 30, 2005. The terms of the new arrangement also require Administaff to maintain an accumulated cash surplus in the plan of $11 million, which was the balance of the accumulated surplus at December 31, 2004, and is now reported as long-term prepaid insurance. During the six months ended June 30, 2005, Plan Costs were less than the net cash funded to United by $8.9 million. As this amount is in excess of the agreed-upon $11 million surplus maintenance level, the $8.9 million balance is reported as prepaid insurance, a current asset, on the Company’s Consolidated Balance Sheet.

Workers’ Compensation Costs

     In September 2004, the Company renewed its workers’ compensation policy with selected member insurance companies of American International Group, Inc. (“AIG”). Under its arrangement with AIG, which ends on September 30, 2005, the Company bears the economic burden for the first $1 million layer of claims per occurrence. AIG bears the economic burden for all claims in excess of such first $1 million layer. The policies are fully insured, whereby AIG has the responsibility to pay all claims incurred under the policy regardless of whether the Company satisfies its responsibilities. As of June 30, 2005, the total collateral held by AIG was $13.4 million, which is included in deposits in the Company’s Consolidated Balance Sheets.

     Under its arrangement with AIG, the Company makes monthly payments to AIG comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”). The claim funds are retained and held by AIG until claims are submitted and processed for payment to the insured. During the period ended June 30, 2005, $16.8 million in excess funding related to the 2003-2004 policy year was returned to Administaff from AIG. As of June 30, 2005, the total claim funds held by AIG was $57.5 million, of which $22.1 million is included in restricted cash and $35.4 million is included in deposits in the Company’s Consolidated Balance Sheets.

     The Company employs a third party actuary to estimate its workers’ compensation claims cost based on worksite employee payroll levels, the nature of the worksite employees’ job responsibilities, historical paid claim data and other actuarial assumptions. Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the Company’s workers’ compensation claims cost estimates. As of June 30, 2005, the Company has estimated $51.2 million in outstanding workers’ compensation claims, net of paid claims, and accrued such amounts in accrued workers’ compensation costs in the Company’s Consolidated Balance Sheets. During the six month period ended June 30, 2005, workers’ compensation cost estimates were discounted to present value at an average rate of 3.5%. Workers’ compensation costs are accreted over the estimated claim payment period, and included as a component of workers’ compensation costs in the Company’s Consolidated Statements of Operations.

     The following table provides the activity and balances related to accrued workers’ compensation claims for the six months ended June 30, 2005 (in thousands):

New Accounting Standards

     In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections — a Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines “restatement” as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Administaff does not expect the adoption of SFAS 154 to have a material effect on the Company’s consolidated financial position or results of operations.

3. Stockholders’ Equity

     The Company’s Board of Directors has authorized the repurchase of up to 8,000,000 shares of the Company’s outstanding common stock. The Company repurchased 558,300 shares at a total cost of $9.3 million during the six months ended June 30, 2005. As of June 30, 2005, the Company has repurchased 7,310,823 shares under this authorization at a total cost of $92.0 million.

     On February 1, 2005, the compensation committee of the board of directors approved accelerating the vesting of all unvested stock options that have an exercise price greater than the Company’s January 31, 2005 closing market price of $14.59. This accelerated vesting affected approximately 733,000 common stock options with a weighted average exercise price of $18.09. In addition, the committee approved accelerating the vesting of all remaining unvested common stock options on February 18, 2005. As a result, the vesting of approximately 1,104,000 common stock options with a weighted average exercise price of $9.16 was accelerated, which resulted in the Company recognizing stock-based compensation expense of $790,000 in the first quarter of 2005. The primary purpose of the accelerated vesting was to eliminate future compensation expense the Company would otherwise recognize in its income statement with respect to these accelerated options subsequent to the January 1, 2006 effective date of FASB Statement No. 123(R).

     On February 1, 2005, the compensation committee approved a grant of 303,600 restricted common shares to certain employees and officers of the Company pursuant to the Company’s 2001 Incentive Plan. The restricted common shares had a fair value on the grant date of $14.86 per share and vest over three years. Restricted common shares, under fixed accounting, are generally measured at fair value on the date of grant based on the number of shares granted and the quoted price of the common stock. Such value is recognized as compensation expense over the corresponding vesting period. During the six months ended June 30, 2005, the Company recognized $615,000 of compensation expense associated with the restricted stock grant.

     On February 4, 2005, the board of directors declared a quarterly dividend of $0.07 per share of common stock to holders of record on March 7, 2005. The $1.8 million dividend was paid on March 31, 2005. On May 5, 2005, the board of directors declared a quarterly dividend of

$0.07 per share of common stock to holders of record on June 6, 2005. The $1.8 million dividend was paid on June 30, 2005.

4. Income Taxes

     The Company’s provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses. The income tax rate for the six months ended June 30, 2005 was 37.7%.

5. Net Income Per Share

     The numerator used in the calculations of both basic and diluted net income per share for all periods presented was net income. The denominator for each period presented was determined as follows:

6. Commitments and Contingencies

     The Company is a defendant in various lawsuits and claims arising in the normal course of business. Management believes it has valid defenses in these cases and is defending them vigorously. While the results of litigation cannot be predicted with certainty, management believes the final outcome of such litigation will not have a material adverse effect on the Company’s financial position or results of operations, except as set forth below.

Class Action Litigation

     On June 13, 2003, a class action lawsuit was filed against the Company in the United States District Court for the Southern District of Texas on behalf of purchasers of the Company’s common stock alleging violations of the federal securities laws. After that date, six similar class actions were filed against the Company in that court. Those lawsuits also named as defendants certain of the Company’s officers and directors. Those lawsuits generally allege that the Company and certain of its officers and directors made false and misleading statements or failed to make adequate disclosures concerning, among other things: (i) the Company’s pricing and billing systems with respect to recalibrating pricing for clients that experienced a decline in average payroll cost per worksite employee; (ii) the matching of price and cost for health insurance on new

and renewing client contracts; and (iii) the Company’s former method of reporting worksite employee payroll costs as revenue. The complaints sought unspecified damages, among other remedies. On March 31, 2004, the court entered an order consolidating all of the cases and appointing Carpenters Pension Trust for South California as “lead plaintiff” and Lerach Coughlin Stoia Geller Rudman & Robbins LLP as “lead counsel.” The lead plaintiff alleges that its losses are $352,000, although the alleged damages of the purported class have not been specified.

     In May 2004, the lead plaintiff filed its Consolidated Complaint, which amended and consolidated the seven previously filed cases. In the Consolidated Complaint, the lead plaintiff has essentially abandoned the allegations of fraud contained in the initial seven lawsuits. Through the Consolidated Complaint, the lead plaintiff now generally asserts, among other things, that the Company and certain of its officers and directors fraudulently made false and misleading statements regarding the cost of its health plan during 2001 and 2002. In June 2004, the Company filed a motion to dismiss the Consolidated Complaint. The Company believes these claims are without merit and intends to vigorously defend this litigation. As a result of the uncertainty regarding the outcome of this matter, no provision has been made in the accompanying consolidated financial statements.

State Unemployment Taxes

     The Company records its state unemployment (“SUI”) tax expense based on taxable wages and tax rates assigned by each state. State unemployment tax rates vary by state and are determined, in part, based on prior years’ compensation experience in each state. Prior to the receipt of final tax rate notices, the Company estimates its expected SUI tax rate in those states for which tax rate notices have not yet been received.

     In December 2001, as a result of the 2001 corporate reorganization, the Company filed for a transfer of its reserve account with the Employment Development Department of the State of California (“EDD”). The EDD approved the Company’s request for transfer of its reserve account in May 2002 and also notified the Company of its new contribution rates based upon the approved transfer. In December 2003, the Company received a Notice of Duplicate Accounts and Notification of Assessment (“Notice”) from the Employment Development Department of the State of California (“EDD”). The Notice stated that the EDD was collapsing the accounts of the Company’s subsidiaries into the account of the entity with the highest unemployment tax rate. The Notice also retroactively imposed the higher unemployment insurance rate on all the Company’s California employees for 2003, resulting in an assessment of $5.6 million. In January 2004, the Company filed a petition with an administrative law judge of the California Unemployment Insurance Appeals Board (“ALJ”) to protest the Notice. Pending a resolution of its protest, in the fourth quarter of 2003 the Company accrued and recorded at the higher assessed rate for all of 2003.

     In June 2004, the Company agreed to settle its dispute with the EDD for $3.3 million (“Settlement”). Based upon receipt of written acknowledgement of this agreement, the Company reduced its accrued payroll tax liability and payroll tax expense by $2.3 million during the quarter ended June 30, 2004. The Settlement was subject to the final approval by EDD’s legal department, the California Attorney General’s office and the ALJ. In October

2004, the legal department of the EDD verbally indicated they considered the previously agreed-upon settlement amount to be insufficient and suggested a settlement amount of $5.2 million. The Company and the State of California continued discussions, but in February 2005, the Company was notified that the EDD had rejected the Company’s settlement offer and that the matter will proceed with the appeals process with the ALJ. If the outcome of the appeals process is unfavorable and the company is assessed additional interest and penalties, the Company may recognize an increase in its payroll tax expense in a future period. Conversely, if the outcome of the appeals process is favorable to the Company, the Company may recognize a decrease in its payroll tax expense in a future period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     The following discussion should be read in conjunction with our 2004 annual report on Form 10-K, as well as with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q.

Critical Accounting Policies and Estimates

     Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to health and workers’ compensation insurance claims experience, state unemployment taxes, client bad debts, income taxes, property and equipment and contingent liabilities. Management bases these estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

     We believe the following accounting policies are critical and/or require significant judgments and estimates used in the preparation of our consolidated financial statements:

•		Benefits costs – We provide health insurance coverage to our worksite employees through a national network of carriers including UnitedHealthcare (“United”), Cigna Healthcare, PacifiCare, Kaiser Permanente, Blue Cross and Blue Shield of Georgia, Blue Shield of California and Tufts, all of which provide fully insured policies or service contracts.
		The policy with United, which was first obtained in January 2002, provides the majority of our health insurance coverage. As a result of certain contractual terms, we have accounted for this plan since its inception using a partially self-funded insurance accounting model. Accordingly, we record the costs of the United Plan, including an estimate of the incurred claims, taxes and administrative fees (collectively the “Plan Costs”), as benefits expense in the Consolidated Statements of Operations. The estimated incurred claims are based upon: (i) the level of claims processed during the quarter; (ii) recent claim development patterns under the plan; and (iii) the number of participants in the plan. Each reporting period, changes in the estimated ultimate costs resulting from changes in the actual claims experience and other trends are incorporated into the benefits costs estimates.
		Additionally, since the plan’s inception in January 2002, under the terms of the contract, United establishes cash funding rates 90 days in advance of the beginning of a reporting quarter. If the Plan Costs for a reporting quarter are greater than the cash funded to United, a deficit in the plan would be incurred and we would accrue a liability for the excess costs on

		our Consolidated Balance Sheet. On the other hand, if the Plan Costs for the reporting quarter are less than the cash funded to United, a surplus in the plan would be incurred and we would record an asset for the excess premiums on our Consolidated Balance Sheet.
		In 2005, Administaff and United entered into a new three-year arrangement, whereby a previous contractual requirement to maintain a security deposit with United was eliminated. Accordingly, the outstanding security deposit at December 31, 2004 of $17.5 million was returned to Administaff during the quarter ended June 30, 2005. The terms of the new arrangement also require Administaff to maintain an accumulated cash surplus in the plan of $11 million, which was the balance of the accumulated surplus at December 31, 2004, and is now reported as long-term prepaid insurance. During the six months ended June, 2005, Plan Costs were less than the net cash funded to United by $8.9 million. As this amount is in excess of the agreed-upon $11 million surplus maintenance level, the $8.9 million balance is reported as prepaid insurance, a current asset, on the Company’s Consolidated Balance Sheet.
•		State unemployment taxes – We record our state unemployment (“SUI”) tax expense based on taxable wages and tax rates assigned by each state. State unemployment tax rates vary by state and are determined, in part, based on prior years’ compensation experience in each state. Prior to the receipt of final tax rate notices, we estimate our expected SUI tax rate in those states for which tax rate notices have not yet been received.
		In December 2001, as a result of the 2001 corporate reorganization, we filed for a transfer of our reserve account with the Employment Development Department of the State of California (“EDD”). The EDD approved our request for transfer of our reserve account in May 2002, and notified us of our new contribution rates based upon the approved transfer. In December 2003, we received a Notice of Duplicate Accounts and Notification of Assessment (“Notice”) from the Employment Development Department of the State of California (“EDD”). The Notice stated that the EDD was collapsing the accounts of Administaff’s subsidiaries into the account of the entity with the highest unemployment tax rate. The Notice also retroactively imposed the higher unemployment insurance rate on all our California employees for 2003, resulting in an assessment of $5.6 million. In January 2004, we filed a petition with an administrative law judge of the California Unemployment Insurance Appeals Board (“ALJ”) to protest the Notice. Pending a resolution of our protest, in the fourth quarter of 2003 we accrued and recorded at the higher assessed rate for all of 2003.
		In June 2004, we agreed to settle our dispute with the EDD for $3.3 million (“Settlement”). Based upon receipt of written acknowledgement of this agreement, we reduced our accrued payroll tax liability and payroll tax expense by $2.3 million during the quarter ended June 30, 2004. The Settlement was subject to the final approval by EDD’s legal department, the California Attorney General’s office and the ALJ. In October 2004, the legal department of the EDD verbally indicated they considered the previously agreed-upon settlement amount to be insufficient and suggested a settlement amount of $5.2 million. We continued discussions with the State of California, but in February 2005, we were notified that the EDD had

		rejected our settlement offer and that the matter will proceed with the appeals process with the ALJ. If the outcome of the appeals process is unfavorable and we are assessed additional interest and penalties, we may recognize an increase in our payroll tax expense in a future period. Conversely, if the outcome of the appeals process is favorable to us, we may recognize a decrease in our payroll tax expense in a future period.
•		Workers’ compensation costs – On September 1, 2003, we obtained a workers’ compensation policy (“2004 Policy”), which matured and was subsequently renewed on September 16, 2004 for the period ending September 30, 2005 (“2005 Policy”). The policies are with selected member insurance companies of American International Group, Inc. (“AIG”). Under our arrangement with AIG, we bear the economic burden for the first $1 million layer of claims per occurrence. AIG bears the economic burden for all claims in excess of such first $1 million layer. The policies are fully insured whereby AIG has the responsibility to pay all claims incurred under the policies regardless of whether we satisfy our responsibilities.
		Because we bear the economic burden of the first $1 million layer of claims per occurrence, such claims, which are the primary component of our workers’ compensation costs, are recorded in the period incurred. Workers compensation insurance includes ongoing healthcare and indemnity coverage whereby claims are paid over numerous years following the date of injury. Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment. Our management estimates our workers’ compensation costs by applying an aggregate loss development rate to worksite employee payroll levels.
		We employ a third party actuary to estimate our loss development rate, which is primarily based upon the nature of worksite employees’ job responsibilities, the location of worksite employees, the historical frequency and severity of workers compensation claims, and an estimate of future cost trends. Each reporting period, changes in the actuarial assumptions resulting from changes in actual claims experience and other trends are incorporated into the Company’s workers’ compensation claims cost estimates. Workers’ compensation cost estimates are discounted to present value at a rate based upon the U.S. Treasury rates that correspond with the weighted average estimated claim payout period (the average discount rate utilized in 2005 and 2004 was 3.5% and 2.5%, respectively) and are accreted over the estimated claim payment period and included as a component of direct costs in our Consolidated Statements of Operations.
•		Contingent liabilities – We accrue and disclose contingent liabilities in our consolidated financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, Accounting for Contingencies . SFAS No. 5 requires accrual of contingent liabilities that are considered probable to occur and can be reasonably estimated. For contingent liabilities that are considered reasonably possible to occur, financial statement disclosure is required, including the range of possible loss if it can be reasonably determined. We have disclosed in our financial statements several issues that we believe are reasonably

		possible to occur, although we cannot determine the range of possible loss in all cases. As these issues develop, we will continue to evaluate the probability of future loss and the potential range of such losses. If such evaluation were to determine that a loss was probable and the loss could be reasonably estimated, we would be required to accrue our estimated loss, which would reduce net income in the period such determination was made.
•		Deferred taxes – We have recorded a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, our ability to realize our deferred tax assets could change from our current estimates. If we determine we will be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to reduce the valuation allowance would increase net income in the period that such determination is made. Likewise, should we determine we will not be able to realize all or part of our net deferred tax assets in the future, an adjustment to increase the valuation allowance would reduce net income in the period such determination is made.
•		Allowance for doubtful accounts – We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our clients to pay our comprehensive service fees. We believe the success of our business is heavily dependent on our ability to collect these comprehensive service fees for several reasons, including:

	•		the fact that we are at risk for the payment of our direct costs and worksite employee payroll costs regardless of whether our clients pay their comprehensive service fees;
	•		the large volume and dollar amount of transactions we process; and
	•		the periodic and recurring nature of payroll, upon which the comprehensive service fees are based.

		To mitigate this risk, we have established very tight credit policies. We generally require our clients to pay their comprehensive service fees no later than one day prior to the applicable payroll date. In addition, we maintain the right to terminate our Client Service Agreement and associated worksite employees or to require prepayment, letters of credit or other collateral upon deterioration in a client’s financial position or upon nonpayment by a client. As a result of these efforts, losses related to client nonpayment have historically been low as a percentage of revenues. However, if our clients’ financial condition were to deteriorate rapidly, resulting in nonpayment, our accounts receivable balances could grow and we could be required to provide for additional allowances, which would decrease net income in the period that such determination was made.
•		Property and equipment – Our property and equipment relate primarily to our facilities and related improvements, furniture and fixtures, computer hardware and software and capitalized software development costs. These costs are depreciated or amortized over the estimated useful lives of the assets. If the useful lives of these assets were determined to be shorter than their current estimates, our depreciation and amortization expense could be accelerated, which would decrease net income in the periods of such a determination. In

addition, we periodically evaluate these costs for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets . If events or circumstances were to indicate that any of our long-lived assets might be impaired, we would analyze the estimated undiscounted future cash flows to be generated from the applicable asset. In addition, we would record an impairment loss, which would reduce net income, to the extent the carrying value of the asset exceeded the fair value of the asset. Fair value is generally determined using an estimate of discounted future net cash flows from operating activities or upon disposal of the asset.

New Accounting Pronouncement

     In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections — a Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 requires retrospective application to prior period financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also redefines “restatement” as the revising of previously issued financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Administaff does not expect the adoption of SFAS 154 to have a material effect on the Company’s consolidated financial position or results of operations.

      Revenues

     Our revenues for the second quarter of 2005 increased 20.2% over the 2004 period due to a 6.9%, or $69, increase in revenues per worksite employee per month and a 12.5% increase in the average number of worksite employees paid per month.

     By region, our revenue growth over the second quarter of 2004 and revenue distribution for the quarter ended June 30, 2005 were as follows:

     Our unit growth rate is affected by three primary sources – new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs. During the second quarter of 2005, all three sources of unit growth improved over the 2004 period.

      Gross Profit

     Gross profit for the second quarter of 2005 increased 16.0% to $56.3 million compared to the second quarter of 2004. The average gross profit per worksite employee increased 2.9% to $216 per month in the 2005 period from $210 per month in the 2004 period. Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.

     Our primary direct costs, which include payroll taxes, benefits and workers’ compensation expenses, increased 7.9% to $858 per worksite employee per month in the second quarter of 2005 versus $795 in the second quarter of 2004.

•

Payroll tax costs – Payroll taxes increased $45 per worksite employee per month compared to the second quarter of 2004. The overall cost of payroll taxes as a percentage of payroll cost increased to 7.56% in the 2005 period from 7.41% in the 2004 period. During the 2004 period, payroll tax expense included a $2.3 million credit, or 0.23% as a percentage of payroll costs, related to a state unemployment tax matter with the State of California. Please read “Critical Accounting Policies and Estimates – State Unemployment Taxes” on page 18 for a discussion of our accounting for state unemployment taxes.

•

Benefits costs – The cost of health insurance and related employee benefits increased $17 per worksite employee per month over the second quarter of 2004. This increase is due to a 1.7% increase in the cost per covered employee and an increase in the percentage of worksite employees covered under our health insurance plans to 72.1% in the 2005 period from 70.2% in the 2004 period. The increase in the 2005 period was partially offset by a $2.6 million, or $10 per worksite employee per month, administrative fee credit from UHC related to the new

		three-year health insurance agreement signed during the second quarter of 2005. Please read “Critical Accounting Policies and Estimates – Benefits Costs” on page 17 for a discussion of our accounting for health insurance costs.
•		Workers’ compensation costs – Workers’ compensation costs decreased $2 per worksite employee per month compared to the second quarter of 2004. As a percentage of non-bonus payroll cost, workers’ compensation costs decreased to 1.19% in the 2005 period from 1.34% in the 2004 period as a result of favorable trends in both the frequency and severity of workers’ compensation claims. Please read “Critical Accounting Policies and Estimates – Workers’ Compensation Costs” on page 19 for a discussion of our accounting for workers’ compensation costs.

     Operating expenses increased 3.3% to $45.5 million compared to the second quarter of 2004. Operating expense per worksite employee decreased to $175 per month in the 2005 period from $190 in the 2004 period. The components of operating expenses changed as follows:

•		Salaries, wages and payroll taxes of corporate and sales staff increased 16.8%, or $4 per worksite employee per month, compared to the 2004 period. The increase was primarily due to a $2.7 million increase in incentive compensation expense based upon the current forecast of improved operating results for the year. The overall headcount remained flat as compared to 2004.
•		Stock-based compensation expense of $367,000 or $1 per worksite employee per month was related to the amortization of the compensation expense associated with the February 2005 restricted stock grant. Please read Note 3 to the consolidated financial statements on page 13 for additional information.
•		General and administrative expenses decreased 0.8%, or $7 per worksite employee per month, compared to the second quarter of 2004. This decrease per worksite employee per

		month was primarily due to the increase in the average number of worksite employees paid per month.
•		Commissions expense decreased 10.4%, or $2 per worksite employee per month, compared to the 2004 period, due to the termination of the American Express Marketing Agreement at the end of 2004.
•		Advertising costs decreased 43.5% or $5 per worksite employee per month, compared to the second quarter of 2004, due primarily to a shift in the spring advertising campaign to the first quarter of 2005 compared to the second quarter in 2004.
•		Depreciation and amortization expense decreased 20.2%, or $6 per worksite employee per month, compared to the 2004 period as the effect of certain fixed assets becoming fully amortized more than offset the incremental depreciation and amortization expense related to the 2005 capital additions.

      Other Income (Expense)

     Other income (expense) increased from $148,000 in the second quarter of 2004 to $765,000 in the 2005 period. Net interest income increased by $633,000, primarily as a result of an increase in cash balances, including cash held in our workers’ compensation program, and higher interest rates in the 2005 period.

      Income Tax Expense

     Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses.

      Net Income

     Operating and net income per worksite employee per month was $42 and $28 in the 2005 period, versus $19 and $12 in the 2004 period.

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

     The following table presents certain information related to Administaff’s results of operations for the six months ended June 30, 2005 and 2004.

     Our unit growth rate is affected by three primary sources – new client sales, client retention and the net change in existing clients through worksite employee new hires and layoffs. During the six months ended June 30, 2005, all three sources of unit growth improved compared to the 2004 period.

      Gross Profit

     Gross profit for the first half of 2005 increased 12.0% to $110.4 million compared to the first half of 2004. The average gross profit per worksite employee remained flat at $216 per month in the 2005 period. Our pricing objectives attempt to maintain or improve the gross profit per worksite employee by increasing revenue per worksite employee to match or exceed changes in primary direct costs and operating expenses.

     Our primary direct costs, which include payroll taxes, benefits and workers’ compensation expenses, increased 8.0% to $915 per worksite employee per month in the first half of 2005 versus $847 in the first half of 2004.

•

Payroll tax costs – Payroll taxes increased $44 per worksite employee per month compared to the first half of 2004. The overall cost of payroll taxes as a percentage of payroll cost increased in the 2005 period to 8.52% from 8.46% in the 2004 period. During the 2004 period, payroll tax expense included a $2.3 million credit, or 0.11% as a percentage of payroll costs, related to a state unemployment tax matter with the State of California. Please read “Critical Accounting Policies and Estimates – State Unemployment Taxes” on page 18 for a discussion of our accounting for state unemployment taxes.

•

Benefits costs – The cost of health insurance and related employee benefits increased $27 per worksite employee per month over the first half of 2004. This increase is due to a 4.2% increase in the cost per covered employee and an increase in the percentage of worksite employees covered under our health insurance plans to 72.4% in the 2005 period from 70.7% in the 2004 period. The increase in the 2005 period was partially offset by a $2.6 million, or $5 per worksite employee per month, administrative fee credit from UHC related to the new three-year health insurance agreement signed during the second quarter of 2005. Please read “Critical Accounting Policies and Estimates – Benefits Costs” on page 17 for a discussion of our accounting for health insurance costs.

•

Workers’ compensation costs – Workers’ compensation costs decreased $4 per worksite employee per month compared to the first half of 2004. As a percentage of non-bonus payroll cost, workers’ compensation costs decreased to 1.16% in the 2005 period from 1.35% in the 2004 period as a result of favorable trends in both the frequency and severity of workers’ compensation claims. Please read “Critical Accounting Policies and Estimates – Workers’ Compensation Costs” on page 19 for a discussion of our accounting for workers’ compensation costs.

     Operating expenses increased 6.6% to $92.6 million compared to the first six months of 2004. Operating expense per worksite employee decreased to $181 per month in the 2005 period from $191 in the 2004 period. The components of operating expenses changed as follows:

•

Salaries, wages and payroll taxes of corporate and sales staff increased 10.6%, but decreased $1 per worksite employee per month, compared to the 2004 period. The increase in total dollars was primarily due to a $3.6 million increase in incentive compensation expense based upon the current forecast of improved operating results for the year. The overall corporate headcount remained flat in the 2005 period as compared to 2004.

•

Stock-based compensation expense of $1.4 million or $3 per worksite employee per month was a result of: (i) $790,000 related to the acceleration of stock option vesting during the first quarter of 2005; and (ii) $615,000 related to the amortization of deferred compensation expense associated with the February 2005 restricted stock grant. Please read Note 3 to the consolidated financial statements on page 13 for additional information.

•

General and administrative expenses increased 7.8%, due primarily to increases in: (i) professional fees such as accounting, consulting and recruiting; and (ii) repairs and maintenance costs, but decreased $2 per worksite employee per month compared to the first half of 2004.

•

Commissions expense decreased 8.8%, or $3 per worksite employee per month, compared to the 2004 period, due to the termination of the American Express Marketing Agreement at the end of 2004, partially offset by an increase in commissions paid to Administaff sales representatives.

•

Advertising costs decreased 0.2% or $1 per worksite employee per month, compared to the first half of 2004.

•

Depreciation and amortization expense decreased 18.8%, or $6 per worksite employee per month, compared to the 2004 period, as the effect of certain fixed assets becoming fully amortized more than offset the incremental depreciation and amortization expense related to the 2005 capital additions.

      Other Income (Expense)

     Other income (expense) decreased from $8.3 million in the first half of 2004 to $1.3 million in the 2005 period, primarily due to the $8.25 million settlement of our dispute with Aetna during the 2004 period. Net interest income increased by $1.4 million, primarily as a result of an increase in cash balances, including cash held in our workers’ compensation program, and higher interest rates in the 2005 period.

      Income Tax Expense

     Our provision for income taxes differed from the U.S. statutory rate of 35% primarily due to state income taxes and non-deductible expenses.

      Net Income

     Operating and net income per worksite employee per month was $35 and $23 in the 2005 period, versus $26 and $26 in the 2004 period.

Non-GAAP Financial Measures

     Non-bonus payroll cost is a non-GAAP financial measure that excludes the impact of bonus payrolls paid to our worksite employees. Bonus payroll cost varies from period to period, but has no direct impact to our ultimate workers’ compensation costs under the current program. As a result, our management refers to non-bonus payroll cost in analyzing, reporting and forecasting our workers’ compensation costs. Non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles (“GAAP”) and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. We include these non-GAAP financial measures because we believe they are useful to investors in allowing for greater transparency related to the costs incurred under our current workers’ compensation program. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used to their most directly comparable GAAP financial measures as provided in the table below.

Liquidity and Capital Resources

     We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of, among other things, expansion plans, debt service requirements and other operating cash needs. To meet short and long-term liquidity requirements, including payment of direct costs, operating expenses and repaying debt, we rely primarily on cash from operations. However, we have in the past sought, and may in the future seek, to raise additional capital or take other steps to increase or manage our liquidity and capital resources. We had $168.2 million in cash and cash equivalents and marketable securities at June 30, 2005, including approximately $51.8 million for withheld federal and state income taxes, employment taxes and other payroll deductions and $51.7 million in customer prepayments that were payable in July 2005. At June 30, 2005, we had working capital of $76.1 million compared to $47.5 million at December 31, 2004. We currently believe that our cash on hand, marketable securities and cash flows from operations will be adequate to meet our liquidity requirements for the remainder of 2005. We will rely on these same sources, as well as public and private debt or equity financing, to meet our longer-term liquidity and capital needs.

      Cash Flows From Operating Activities

     Our cash flows from operating activities in 2005 increased $82.8 million from 2004 to $68.2 million. Our primary source of cash from operations is the comprehensive service fee and payroll funding we collect from our clients. The level of cash and cash equivalents, and thus our reported cash flows from operating activities are significantly impacted by various external and internal factors, which are reflected in part by the changes in our balance sheet accounts. These include the following:

•

Timing of customer payments / payrolls – We typically collect our comprehensive service fee, along with the client’s payroll funding, from clients at least one day prior to the payment of worksite employee payrolls. Therefore, the date of the last day of a reporting period has a substantial impact on our reporting of operating cash flows. For example,

		many worksite employees are paid on Fridays; therefore, operating cash flows decline in the reporting periods that end on a Friday, such as in December 2004, when client prepayments were $11.2 million and accrued worksite employee payroll was $59.3 million. However, for those reporting periods that end on a Thursday, such as in June 2005, when customer prepayments were $51.7 million and accrued worksite employee payroll was $103.2 million, our cash flows are higher due to the collection of the comprehensive service fee and client’s payroll funding prior to processing the large number worksite employees’ payrolls one day subsequent to quarter-end.
•		Medical plan funding – Our healthcare contract with United establishes participant cash funding rates 90 days in advance of the beginning of a reporting quarter. Therefore, changes in the participation level of the United Plan have a direct impact on our operating cash flows. In addition, changes to the funding rates, which are solely determined by United based primarily upon recent claim history and anticipated cost trends, also have a significant impact on our operating cash flows. Since inception of the United Plan in January 2002, cash funded to United has exceeded Plan Costs, resulting in a $19.9 million surplus, $8.9 million of which is reflected as a current asset, and $11.0 million of which is reflected as a long-term asset on our Consolidated Balance Sheet at June 30, 2005. Additionally, the $17.5 million included in long-term deposits on the Consolidated Balance Sheet at December 31, 2004, was returned to Administaff in the quarter ended June 30, 2005.
•		Workers’ compensation plan funding – Under our arrangement with AIG, we make monthly payments to AIG comprised of premium costs and funds to be set aside for payment of future claims (“claim funds”). These pre-determined amounts are stipulated in our agreement with AIG, and are based primarily on anticipated worksite employee payroll levels and workers compensation loss rates during the policy year. Changes in payroll levels from that which was anticipated in the arrangement with AIG can result in changes in the amount of the cash payments to AIG, which will impact our reporting of operating cash flows. Our claim funds paid to AIG, based upon anticipated worksite employee payroll levels and workers’ compensation loss rates, were $24.3 million, less claims paid of $8.2 million, in 2005 and $25.2 million, less claims paid of $3.8 million, for the 2004 period. This compares to our estimate of workers’ compensation loss costs of $17.9 million and $18.7 million in 2005 and 2004, respectively. Additionally, in the period ended June 30, 2005, Administaff received $16.8 million from AIG for the return of excess funding related to the 2003-2004 policy.
•		Operating results – Our net income has a significant impact on our operating cash flows. Our net income remained relatively flat in 2005 compared to 2004. Please read Results of Operations – Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004 on page 26.

      Cash Flows Used in Investing Activities

     We invested approximately $3.8 million in capital expenditures, primarily related to computer hardware and software, during the second quarter of 2005.

      Cash Flows Used in Financing Activities

     Cash flows used in financing activities primarily related to the repurchase of $9.3 million in treasury stock and $3.6 million in dividends paid, offset by $8.2 million in proceeds from the exercise of employee stock options.

Other Matters

     As previously disclosed, after capital constraints and downgrades from various rating agencies, our former workers’ compensation insurance carrier, Lumbermens Mutual Casualty Company, a unit of Kemper Insurance Companies (“Kemper”) has entered into a “run-off.” In June 2005, Kemper announced further negative developments with respect to its financial status. Kemper announced that, although it had not yet filed its audited statutory financial statements for 2004, its statutory surplus at December 31, 2004 was expected to be materially less than the amount reflected on its previously announced unaudited financial statements. If the run-off process is not successful and Kemper is placed into a formal liquidation or a similar proceeding, most states have established guaranty associations to pay the remaining claims. However, the guaranty associations of certain states, including Texas, may attempt to return the liability for such remaining claims to Administaff, which may have a material adverse effect on net income in the reported period. For more information regarding Kemper as well as the effect on us of the bankruptcy of another former workers compensation insurance carrier, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Factors That May Affect Future Results and the Market Price of Common Stock- Increases in Health Insurance Premiums and Workers’ Compensation Costs” on pages 41 and 42 of our Form 10-K for the year ended December 31, 2004 filed with the SEC. Our 2004 Form 10-K is also available on our web site at www.administaff.com.

Seasonality, Inflation and Quarterly Fluctuations

     We believe the effects of inflation have not had a significant impact on our results of operations or financial condition.

Factors That May Affect Future Results and the Market Price of Common Stock

     The statements contained herein that are not historical facts are forward-looking statements within the meaning of the federal securities laws (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “possibly,” “probably,” “goal,” “objective” and “assume,” and similar expressions. Forward-looking statements involve a number of risks and uncertainties. In the

normal course of business, Administaff, Inc., in an effort to help keep our stockholders and the public informed about our operations, may from time to time issue such forward-looking statements, either orally or in writing. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, or projections involving anticipated revenues, earnings, unit growth, profit per worksite employee, pricing, operating expenses or other aspects of operating results. We base the forward-looking statements on our current expectations, estimates and projections. These statements are not guarantees of future performance and involve risks and uncertainties that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Therefore, the actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: (i) changes in general economic conditions; (ii) regulatory and tax developments and possible adverse application of various federal, state and local regulations; (iii) changes in our direct costs and operating expenses including, but not limited to, increases in health insurance premiums, increases in underlying health insurance claims trends, workers’ compensation rates, financial solvency of workers’ compensation carriers and other insurers, state unemployment tax rates, liabilities for employee and client actions or payroll-related claims, changes in the costs of expanding into new markets, and failure to manage growth of our operations; (iv) our ability to effectively manage our retirement services operation; (v) the effectiveness of our sales and marketing efforts; (vi) changes in the competitive environment in the PEO industry, including the entrance of new competitors and our ability to renew or replace client companies; (vii) our liability for worksite employee payroll and benefits costs; and (viii) an adverse final judgment or settlement of claims against Administaff. These factors are discussed in detail in our 2004 annual report on Form 10-K and elsewhere in this report. Any of these factors, or a combination of such factors, could materially affect the results of our operations and whether forward-looking statements we make ultimately prove to be accurate.

PART II

	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

     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.

		Administaff, Inc.
Date: August 2, 2005		By :		/s/ Douglas S. Sharp
				Douglas S. Sharp
				Vice President of Finance,
				Chief Financial Officer and Treasurer
				(Principal Financial and Duly Authorized Officer)

Index to Exhibits

10.1		Minimum Premium Financial Agreement, amended and restated effective January 1, 2005, by and between Administaff of Texas, Inc. and United Healthcare Insurance Company.
10.2		Minimum Premium Administrative Services Agreement, amended and restated effective January 1, 2005, by and between Administaff of Texas, Inc. and United Healthcare Insurance Company.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.