##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 Commission File Number 1-10893
 Ablest Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    65-0978462(State of Incorporation)
    
    (I.R.S.Identification No.)
 1511 N. Westshore Boulevard, Suite 900
Tampa, Florida 33607
(813) 830-7700
 (Address, including zip code, and telephone number, including area code, of principal executive offices)
 Securities registered pursuant to Section 12(b) of the Exchange Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $.05 per share
    
    American Stock Exchange
 Securities registered pursuant to Section 12(g) of the Exchange Act: None
 o þ
 o þ
 þ o
 þ
  o o þ
 o þ
   Documents Incorporated by Reference




---



TABLE OF CONTENTS  PART IITEM 1. BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 2. PropertiesITEM 3. Legal ProceedingsITEM 4. Submission of Matters to a Vote of Security HoldersPART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesITEM 6. Selected Financial DataITEM 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A. Quantitative and Qualitative Disclosure about Market RiskITEM 8. Financial Statements and Supplemental DataITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial DisclosureITEM 9A. Controls and ProceduresITEM 9B. Other InformationPART IIIITEM 10. Directors, Executive Officers and Corporate Governance of the RegistrantITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13. Certain Relationships and Related Transactions and Director IndependenceITEM 14. Principal Accountants Fees and ServicesPART IVITEM 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-21 SUBSIDIARIES OF THE COMPANYEX-23.1 CONSENT OF PUBIC ACCOUNTING FIRMEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX 32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO    Table of Contents  
 PART I
 
 ITEM 1. Business
 References in this document to the Registrant, (Company), Ablest, we, our, or us refer
to Ablest Inc., except where the context otherwise requires.
 General
  Availability of Reports and Other Information
  The Staffing Industry
    2




---



##### Table of Contents



Operations
  For the fiscal year ended(Amounts in thousands)
    
    December 31, 2006
    
    December 25, 2005
    
    December 26, 2004Net Serivce RevenuesStaffing Services
    
    $
    140,764
    
    
    $
    137,457
    
    
    $
    116,353Operating IncomeStaffing Services
    
    
    2,436
    
    
    
    3,087
    
    
    
    1,372Total AssetsStaffing Services
    
    
    27,564
    
    
    
    26,455
    
    
    
    24,743
 Working Capital
 Backlog.
 Employees.
 Branch Offices
 Branch OfficesMidsouth (1)
    
    9Midwest (2)
    
    11Northeast (3)
    
    24Southeast (4)
    
    17Total
    
    61
 
 (1)
    
    The Midsouth includes the states of Mississippi and Tennessee(2)
    
    The Midwest includes the states of Illinois, Texas and Arizona(3)
    
    The Northeast includes the states of Maryland, New York, North Carolina, and Virginia(4)
    
    The Southeast includes the states of Florida, Georgia and South Carolina  3




---



##### Table of Contents



Seasonality
  Cyclical Nature of the Business
  Clients
  Competition
    4




---



##### Table of Contents



Code of Ethics
  Recent Developments
   
 ITEM 1A. Risk Factors
  Any significant economic downturn could result in our clients using fewer temporary employees,
which could materially adversely affect the Company.
  The Company operates in highly competitive markets with low barriers to entry, potentially limiting
its ability to maintain or increase its market share or profit margins.
  5




---



##### Table of Contents



The Companys success depends upon its ability to attract and retain qualified temporary personnel.
  The Companys business may suffer if it loses its key personnel.
  The Company may be exposed to employment-related claims and costs that could materially adversely
affect its business.
  The cost of unemployment insurance premiums and workers compensation costs for temporary
employees may rise and reduce the Companys profit margins.
   6




---



##### Table of Contents



The Company is continually subject to the risk of new regulations, which could harm its
business.
  The Company faces litigation that could have a material adverse effect on its business,
financial condition and results of operations.
  The Companys business may be at risk if there is failure of implementing a new information system.
   The Companys business may be at risk if there is any negative development with significant
customers.
  The addition of offices and entry into new geographic markets may not occur on a timely basis or
achieve anticipated financial results.
  7




---



##### Table of Contents




    
    develop, recruit and maintain qualified personnel in the new geographic market;
    
    develop and sustain customer relationships in each new market;
    
    accurately assess the demand for our services in a new geographic market.
  Significant increases in payroll-related costs could adversely affect the Companys business.
  
 ITEM 1B. Unresolved Staff Comments
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
   8




---



##### Table of Contents



ITEM 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market for Registrants Common Stock
  Price Range of Common Stock
  2006
    
    2005High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    9.95
    
    
    $
    8.11
    
    
    $
    8.00
    
    
    $
    7.002nd Quarter
    
    
    9.65
    
    
    
    8.33
    
    
    
    7.70
    
    
    
    6.633rd Quarter
    
    
    8.75
    
    
    
    5.92
    
    
    
    12.75
    
    
    
    6.514th Quarter
    
    
    7.15
    
    
    
    6.17
    
    
    
    10.85
    
    
    
    7.50
 Number of Common Stockholders
  Dividends
  Equity Compensation Plan Information
  9




---



##### Table of Contents



Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    Weighted-average
    
    equity compensationbe issued upon exercise
    
    exercise price of
    
    plans (excludingof outstanding options,
    
    outstanding options,
    
    securities reflected inPlan category
    
    warrants and rights
    
    warrants and rights
    
    column (a))(a)
    
    (b)
    
    (c)Equity compensation
Plans approved by
Security holders
    
    
    54,000
    
    
    $
    5.38
    
    
    
    373,800Total
    
    
    54,000
    
    
    $
    5.38
    
    
    
    373,800
 Performance Graph
  CPMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
  
 10




---



##### Table of Contents



ITEM 6. Selected Financial Data
  Fiscal Year Ended December
    
    2006
    
    2005
    
    2004
    
    2003
    
    2002(Amounts in thousands, except per share data)Net service revenues
    
    $
    140,764
    
    
    $
    137,457
    
    
    $
    116,353
    
    
    $
    104,048
    
    
    $
    101,193Operating income
    
    
    2,436
    
    
    
    3,087
    
    
    
    1,372
    
    
    
    1,061
    
    
    
    566Income tax expense (benefit)
    
    
    1,148
    
    
    
    2,542
    
    
    
    515
    
    
    
    (1,769
    )
    
    
    218Net income from continuing operations
    
    
    1,339
    
    
    
    536
    
    
    
    883
    
    
    
    2,883
    
    
    
    608Income per common share from
continuing operations: basic
    
    
    0.47
    
    
    
    0.19
    
    
    
    0.31
    
    
    
    1.01
    
    
    
    0.21diluted
    
    
    0.45
    
    
    
    0.18
    
    
    
    0.30
    
    
    
    0.99
    
    
    
    0.21Total assets
    
    
    27,564
    
    
    
    26,455
    
    
    
    24,743
    
    
    
    22,579
    
    
    
    19,216Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  2006 Quarters
    
    1st
    
    2nd
    
    3rd
    
    4th(Amounts in thousands, except per share data)Net service revenues
    
    $
    35,864
    
    
    $
    34,340
    
    
    $
    34,672
    
    
    $
    35,888Gross profit
    
    
    6,111
    
    
    
    5,942
    
    
    
    6,181
    
    
    
    6,204Operating income
    
    
    561
    
    
    
    505
    
    
    
    666
    
    
    
    704Net income from continuing operations
    
    
    348
    
    
    
    285
    
    
    
    396
    
    
    
    310Income per common share, basic
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.14
    
    
    $
    0.11Income per common share, diluted
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.10
 2005 Quarters
    
    1st
    
    2nd
    
    3rd
    
    4th(Amounts in thousands, except per share data)Net service revenues
    
    $
    30,835
    
    
    $
    32,751
    
    
    $
    34,873
    
    
    $
    38,998Gross profit
    
    
    4,977
    
    
    
    5,742
    
    
    
    5,766
    
    
    
    6,501Operating income
    
    
    428
    
    
    
    927
    
    
    
    589
    
    
    
    1,143Net income (loss) from continuing operations
    
    
    264
    
    
    
    574
    
    
    
    367
    
    
    
    (669
    )Income (loss) per common share, basic
    
    $
    0.09
    
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    (0.23
    )Income (loss) per common share, diluted
    
    $
    0.09
    
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    (0.23
    )
 11




---



##### Table of Contents



ITEM 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Forward-looking Statements
 ,
 .
 History of the Company
   12




---



##### Table of Contents



Overview
    .
    13




---



##### Table of Contents



For the Fiscal Years Ended2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(Dollars in thousands)Number of offices
    
    
    61
    
    
    
    56
    
    
    
    49
    
    
    
    45
    
    
    
    47Total hours billed
    
    
    10,927,323
    
    
    
    11,121,141
    
    
    
    9,683,921
    
    
    
    8,611,203
    
    
    
    8,333,481Average hours billed per office
    
    
    179,136
    
    
    
    198,592
    
    
    
    197,631
    
    
    
    191,360
    
    
    
    177,308Total revenue
    
    $
    140,827
    
    
    $
    137,457
    
    
    $
    116,353
    
    
    $
    104,048
    
    
    $
    101,193Average revenue per office
    
    $
    2,309
    
    
    $
    2,455
    
    
    $
    2,375
    
    
    $
    2,312
    
    
    $
    2,153
 For the fiscal year ended December 31, 2006, compared to December 25, 2005
  Results of Operations
    14




---



##### Table of Contents



For the fiscal year ended December 25, 2005, compared to December 26, 2004
  Results of Operations
      15




---



##### Table of Contents



Critical Accounting Policies and Estimates:
         16




---



##### Table of Contents



Liquidity and Capital Resources:
   Cash Flows
  17




---



##### Table of Contents



18




---



##### Table of Contents



Material Commitments:
  (Amounts in thousands)Payable
    
    Payable
    
    Payable
    
    Payableduring 2007
    
    2008 - 2010
    
    2011 - 2013
    
    after 2013
    
    TotalOperating leases (1)
    
    $
    1,511
    
    
    $
    2,898
    
    
    $
    1,042
    
    
    $
    
    
    
    $
    5,451Total
    
    $
    1,511
    
    
    $
    2,898
    
    
    $
    1,042
    
    
    $
    
    
    
    $
    5,451
 
 (1)
    
    Includes minimum lease payment obligations for equipment and real property leases in
effect as of December 31, 2006. 
 ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
  19




---



##### Table of Contents



ITEM 8. Financial Statements and Supplemental Data
  Page ReferenceThe financial statements of the registrant required to be included in Item 8 are listed
below:Report of Independent Registered Certified Public Accounting Firm
    
    
    21Balance Sheets as of December 31, 2006 and December 25, 2005
    
    
    22Statements of Income for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    
    23Statements of Stockholders Equity for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    
    24Statements of Cash Flows for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    
    25Notes to Financial Statements
    
    
    27
 20




---



##### Table of Contents



Report of Independent Registered Certified Public Accounting Firm
     
 21




---



##### Table of Contents



ABLEST INC.
Balance Sheets
  December 31, 2006
    
    
    December 25, 2005ASSETSCURRENT ASSETSCash
    
    $
    3,040
    
    
    $
    1,931Accounts receivable, net
    
    
    17,564
    
    
    
    18,760Prepaid expenses and other current assets
    
    
    439
    
    
    
    469Current deferred tax asset
    
    
    1,323
    
    
    
    1,246Total current assets
    
    
    22,366
    
    
    
    22,406Property, plant and equipment, net
    
    
    3,259
    
    
    
    1,732Deferred tax asset
    
    
    592
    
    
    
    863Goodwill
    
    
    1,283
    
    
    
    1,283Other assets
    
    
    64
    
    
    
    171Total assets
    
    $
    27,564
    
    
    $
    26,455LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    375
    
    
    $
    790Income taxes payable
    
    
    296
    
    
    
    51Accrued insurance
    
    
    2,965
    
    
    
    2,536Accrued wages
    
    
    1,995
    
    
    
    2,738Other current liabilities
    
    
    566
    
    
    
    514Total current liabilities
    
    
    6,197
    
    
    
    6,629Other liabilities
    
    
    261
    
    
    
    432Total liabilities
    
    
    6,458
    
    
    
    7,061COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock of $.05 par value; 500,000 shares authorized,
none issued or outstanding at December 31, 2006 and December 25, 2005
    
    
    
    
    
    
    Common stock of $.05 par value; 7,500,000 shares authorized, 3,385,153 and
3,346,877 shares issued and outstanding including shares held in
treasury at December 31, 2006 and December 25, 2005, respectively
    
    
    169
    
    
    
    167Additional paid-in capital
    
    
    5,636
    
    
    
    5,265Retained earnings
    
    
    17,411
    
    
    
    16,072Treasury stock at cost; 457,729 shares held at both
December 31, 2006 and December 25, 2005
    
    
    (2,110
    )
    
    
    (2,110
    )Total stockholders equity
    
    
    21,106
    
    
    
    19,394Total liabilities and stockholders equity
    
    $
    27,564
    
    
    $
    26,455
  22




---



##### Table of Contents



ABLEST INC.
Statements of Income
  For the Fifty-Three Week
    
    
    For the Fifty-Two WeekPeriod Ended
    
    

Periods EndedDecember 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Net service revenues
    
    $
    140,764
    
    
    $
    137,457
    
    
    $
    116,353Cost of services
    
    
    116,326
    
    
    
    114,471
    
    
    
    97,938Gross profit
    
    
    24,438
    
    
    
    22,986
    
    
    
    18,415Selling, general and administrative expenses
    
    
    22,002
    
    
    
    19,899
    
    
    
    17,043Operating income
    
    
    2,436
    
    
    
    3,087
    
    
    
    1,372Other:Interest income (expense), net
    
    
    29
    
    
    
    (7
    )
    
    
    1Miscellaneous income (expense), net
    
    
    22
    
    
    
    (2
    )
    
    
    25Other income (expense)
    
    
    51
    
    
    
    (9
    )
    
    
    26Income from continuing operations
before income taxes
    
    
    2,487
    
    
    
    3,078
    
    
    
    1,398Income tax expense
    
    
    1,148
    
    
    
    2,542
    
    
    
    515Net income
    
    $
    1,339
    
    
    $
    536
    
    
    $
    883Basic net income per common share:Basic net income per common share
    
    $
    0.47
    
    
    $
    0.19
    
    
    $
    0.31Diluted net income per common share:Diluted net income per common share
    
    $
    0.45
    
    
    $
    0.18
    
    
    $
    0.30Weighted average number of common shares
in computing net income per common shareBasic
    
    
    2,877,546
    
    
    
    2,861,097
    
    
    
    2,839,272Diluted
    
    
    2,959,968
    
    
    
    2,922,981
    
    
    
    2,921,853
  23




---



##### Table of Contents



ABLEST INC.
Statements of Stockholders Equity
  Additional
    
    
    
    
    
    
    
    
    
    TotalCommon
    
    paid-in
    
    Retained
    
    Treasury
    
    stockholdersstock
    
    capital
    
    earnings
    
    stock
    
    equityBalance at December 28, 2003
    
    $
    165
    
    
    $
    5,018
    
    
    $
    14,653
    
    
    $
    (2,110
    )
    
    $
    17,726Net income
    
    
    
    
    
    
    
    
    
    
    883
    
    
    
    
    
    
    
    883Restricted stock plan
    
    
    1
    
    
    
    86
    
    
    
    
    
    
    
    
    
    
    
    87Executive stock awards plan
    
    
    1
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    69Balance at December 26, 2004
    
    $
    167
    
    
    $
    5,172
    
    
    $
    15,536
    
    
    $
    (2,110
    )
    
    $
    18,765Net income
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    
    
    
    
    536Restricted stock plan
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    93Balance at December 25, 2005
    
    $
    167
    
    
    $
    5,265
    
    
    $
    16,072
    
    
    $
    (2,110
    )
    
    $
    19,394Net income
    
    
    
    
    
    
    
    
    
    
    1,339
    
    
    
    
    
    
    
    1,339Restricted stock plan
    
    
    1
    
    
    
    244
    
    
    
    
    
    
    
    
    
    
    
    245Executive stock awards plan
    
    
    1
    
    
    
    115
    
    
    
    
    
    
    
    
    
    
    
    116Directors restricted stock plan
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Balance at December 31, 2006
    
    $
    169
    
    
    $
    5,636
    
    
    $
    17,411
    
    
    $
    (2,110
    )
    
    $
    21,106
  24




---



##### Table of Contents



ABLEST INC.
Statements of Cash Flows
 For the Fifty-Three Week
    
    
    For the Fifty-Two WeekPeriod Ended
    
    
    Periods EndedDecember 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,339
    
    
    $
    536
    
    
    $
    883Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation
    
    
    615
    
    
    
    336
    
    
    
    461Stock compensation
    
    
    
    
    
    
    461
    
    
    
    273Gain on disposal of property and equipment
    
    
    10
    
    
    
    2
    
    
    
    13Deferred income taxes
    
    
    194
    
    
    
    2,467
    
    
    
    428Change in income taxes payable
    
    
    245
    
    
    
    8
    
    
    
    43Changes in assets and liabilities (next page)
    
    
    858
    
    
    
    (1,709
    )
    
    
    (1,988
    )Net cash provided by operating activities
    
    
    3,261
    
    
    
    2,101
    
    
    
    113CASH FLOWS FROM INVESTING ACTIVITIES:Additions to property and equipment
    
    
    (2,152
    )
    
    
    (1,527
    )
    
    
    (370
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from short-term borrowings
    
    
    
    
    
    
    1,000
    
    
    
    Repayment of short-term borrowings
    
    
    
    
    
    
    (1,000
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    
    
    
    
    
    
    
    
    Net increase (decrease) in cash
    
    
    1,109
    
    
    
    574
    
    
    
    (257
    )NET INCREASE (DECREASE) IN CASH
    
    
    1,109
    
    
    
    574
    
    
    
    (257
    )CASH BEGINNING OF PERIOD
    
    
    1,931
    
    
    
    1,357
    
    
    
    1,614CASH END OF PERIOD
    
    $
    3,040
    
    
    $
    1,931
    
    
    $
    1,357
  25




---



##### Table of Contents



ABLEST INC.
Statements of Cash Flows, continued
 For the Fifty-Three Week
    
    
    For the Fifty-Two WeekPeriod Ended
    
    
    Periods EndedDecember 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Changes in assets and liabilities providing (using) cash:Accounts receivable, net
    
    $
    1,196
    
    
    $
    (1,977
    )
    
    $
    (3,005
    )Prepaid expenses and other current assets
    
    
    30
    
    
    
    (309
    )
    
    
    53Other assets
    
    
    107
    
    
    
    (131
    )
    
    
    (1
    )Accounts payable
    
    
    (415
    )
    
    
    455
    
    
    
    9Accrued insurance
    
    
    429
    
    
    
    (533
    )
    
    
    Accrued wages
    
    
    (743
    )
    
    
    749
    
    
    
    Other current liabilities
    
    
    52
    
    
    
    89
    
    
    
    928Other liabilities
    
    
    202
    
    
    
    (52
    )
    
    
    28Total change in assets and liabilities providing
(using) cash
    
    $
    858
    
    
    $
    (1,709
    )
    
    $
    (1,988
    )Supplemental disclosures of cash flow information:Cash paid during year for:Interest
    
    $
    1
    
    
    $
    1
    
    
    $
    1Income Taxes
    
    
    508
    
    
    
    28
    
    
    
    28$
    509
    
    
    $
    29
    
    
    $
    29
  26




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements
 1. Description of Business
  2. Significant Accounting Policies
 Basis of Presentation
  Fiscal Years
  Cash Equivalents
  Revenue Recognition
  Property and Equipment
   27




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
  Allowance for Doubtful Accounts
  Self-Insurance Reserves
  Goodwill and Other Intangible Assets
  Concentration of Credit Risk
  Impairment of Long-Lived Assets
  28




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
  Advertising Costs
  Income Taxes
   Income per Common Share
  Use of Estimates and Assumptions
  Stock Option Plans
  29




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
   Segment Reporting
  Fair Value of Financial Instruments
  Recent Accounting Pronouncements
    30




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
     3. Allowance for Doubtful Accounts
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Balance, beginning of year
    
    $
    275
    
    
    $
    285Additions charged to cost and expense
    
    
    266
    
    
    
    97Accounts receivable written-off
    
    
    (266
    )
    
    
    (107
    )Balance, end of year
    
    $
    275
    
    
    $
    275
 4. Property and Equipment
  31




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
 (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Office furniture and equipment
    
    $
    7,620
    
    
    $
    6,535Leasehold improvements
    
    
    945
    
    
    
    402$
    8,565
    
    
    $
    6,937less:
Accumulated depreciation
    
    
    (5,306
    )
    
    
    (5,205
    )$
    3,259
    
    
    $
    1,732
  5. Goodwill
  6. Accrued Expenses and Other Current Liabilities
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Payroll and other compensation
    
    $
    1,995
    
    
    $
    2,738Insurance
    
    
    2,965
    
    
    
    2,536Other
    
    
    566
    
    
    
    514Accured expenses and other current liabilities
    
    $
    5,526
    
    
    $
    5,788
   7. Indebtedness
  32




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
  8. Stock Option Plans
   Outstanding at December 26, 2004
    
    
    48,000
    
    
    $
    5.16Granted
    
    
    6,000
    
    
    
    6.88Outstanding at December 25, 2005
    
    
    54,000
    
    
    $
    5.38Granted
    
    
    
    
    
    
    Outstanding at December 31, 2006
    
    
    54,000
    
    
    $
    5.38
   33




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
   WeightedStock
    
    
    AverageOptions
    
    
    Exercise PriceOutstanding at December 28, 2003
    
    
    24,000
    
    
    $
    7.48Canceled or expired
    
    
    (18,000
    )
    
    
    7.78Outstanding at December 26, 2004
    
    
    6,000
    
    
    $
    6.94Canceled or expired
    
    
    6,000
    
    
    
    6.94Outstanding at December 31, 2006 and
December 25, 2005
    
    
    
    
    
    $
    Options exercisable at December 31, 2006
    
    
    
    
    
    $
    
 9. Incentive Plans
  34




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
  
  10. Income Taxes
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Income tax expense:Federal, current
    
    $
    756
    
    
    $
    2,271
    
    
    $
    459Federal, deferred
    
    
    178
    
    
    
    
    
    
    
    State, current
    
    
    198
    
    
    
    7
    
    
    
    (30
    )State, deferred
    
    
    16
    
    
    
    264
    
    
    
    86Total tax expense
    
    $
    1,148
    
    
    $
    2,542
    
    
    $
    515
  35




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
 (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Computed expected tax expense:
    
    $
    851
    
    
    $
    1,047
    
    
    $
    475Adjustments resulting from:State tax, net of Federal tax benefit
    
    $
    99
    
    
    $
    122
    
    
    $
    55Meals and entertainment
    
    
    31
    
    
    
    45
    
    
    
    32Change in estimate for tax benefit, other
    
    
    168
    
    
    
    179
    
    
    
    (563
    )Change in estimate for tax benefit (IRS Audit)
    
    
    
    
    
    
    1,149
    
    
    
    Valuation allowance
    
    
    
    
    
    
    
    
    
    
    Total expected tax expense
    
    $
    1,148
    
    
    $
    2,542
    
    
    $
    (0
    )Effective tax rate
    
    
    46.2
    %
    
    
    82.6
    %
    
    
    36.8
    %
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Deferred tax assets and liabilities:Allowance for doubtful accounts
    
    $
    104
    
    
    $
    104Accrued insurance expense
    
    
    1,108
    
    
    
    919Accumulated depreciation of property and equipment
    
    
    (42
    )
    
    
    63Accumulated amortization of other assets
    
    
    566
    
    
    
    625AMT Tax Paid
    
    
    
    
    
    
    142Other
    
    
    179
    
    
    
    256Net deferred tax assets
    
    $
    1,915
    
    
    $
    2,109
   36




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
 11. Employee Benefit Plans
  12. Lease Commitments
    (Amounts in thousands)Year
    
    Real Property
    
    
    Equipment
    
    
    Total2007
    
    $
    969
    
    
    $
    59
    
    
    $
    1,0282008
    
    
    701
    
    
    
    13
    
    
    
    7142009
    
    
    565
    
    
    
    
    
    
    
    5652010
    
    
    485
    
    
    
    
    
    
    
    4852011
    
    
    323
    
    
    
    
    
    
    
    323Thereafter
    
    
    406
    
    
    
    
    
    
    
    406Total
    
    $
    3,449
    
    
    $
    72
    
    
    $
    3,521
    37




---



##### Table of Contents



14. Subsequent Events
    38




---



##### Table of Contents



ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
   
 ITEM 9B. Other Information
 None.
 
 PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance of the Registrant
  
 ITEM 11. Executive Compensation
  
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 39




---



##### Table of Contents



ITEM 13. Certain Relationships and Related Transactions and Director Independence
  
 ITEM 14. Principal Accountants Fees and Services
  
 PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this Report:
 (1)
    
    Financial StatementsSee Index to Financial Statements on page 20.(2)
    
    Supplemental SchedulesSchedule II  Valuation and Qualifying Accounts
 All other schedules have been omitted because the required information is not present in
amounts sufficient to require submission of the schedule, or because the required
information is included in the consolidated financial statements or notes thereto.
 Exhibits
 ExhibitNumber
    
    Exhibit2.1
    
    Agreement and Plan of Merger between C. H. Heist Corp. and Ablest Inc. dated February 4,
2000. (1)2.2
    
    Agreement and Plan of Merger between Ablest Service Corp., PLP Corp., Milestone
Technologies, Inc. and Ablest Inc., dated January 1, 2001. (2)3.1
    
    Certificate of Incorporation of the Company. (2)3.2
    
    By-laws of the Registrant. (2)10.1
    
    Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx Industrial
Services Inc. (1)10.2
    
    Promissory Note dated August 13, 2003 between the Company and Manufacturers and Traders
Trust Company. (3)10.3
    
    Modification Agreement dated August 2, 2005 between Manufacturers and Traders Trust
Company and Ablest Inc.(10)
 40




---



##### Table of Contents



ExhibitNumber
    
    Exhibit10.4
    
    Independent Directors Stock Option Plan adopted May 14, 2000.*(2)10.5
    
    Option to Ownership Plan adopted October 9, 2000.*(2)10.6
    
    Executive Stock Awards Plan.*(4)10.7
    
    2002 Restricted Stock Plan* (8)10.8
    
    Employment agreement with Charles H. Heist III, Chairman, dated January 1, 2004.*(5)10.9
    
    Employment agreement with W. David Foster, Vice Chairman, dated January 1, 2004.*(5)10.10
    
    Employment agreement with Kurt R. Moore, President and Chief Executive Officer, dated
January 1, 2004.*(5)10.11
    
    Employment agreement with Vincent J. Lombardo, Vice President and Chief Financial
Officer, dated January 1, 2004.*(5)10.12
    
    Settlement agreement and Complete and Permanent Release, dated September 22, 2005,
between Vincent J. Lombardo and Ablest Inc.* (6)10.13
    
    VCG Services Agreement, dated
September 29, 2005, between VCG, Inc. and Ablest Inc.(7)10.14
    
    VCG License and Support Agreement, dated September 29, 2005, between VCG, Inc. and
Ablest Inc.(7)10.15
    
    Professional Services Agreement (including Proposal for Great Plains
Implementation), dated September 30, 2005, between IDEAL
Consulting, Inc. and Ablest Inc.(7)10.16
    
    Summary of Compensation Payable to
Non-Employee Directors(9)14
    
    Code of Ethics for Senior Financial Officers. (5)21
    
    Subsidiaries of the Registrant.23.1
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 41




---



##### Table of Contents



ExhibitNumber
    
    Exhibit32.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contracts and compensatory plans and arrangements required to be filed as
exhibits pursuant to item 15(b) of this report.
 (1)
    
    Filed as Exhibit to the Registrants Form 8-K report dated March 22, 2000 and
incorporated herein by reference.(2)
    
    Filed as an Exhibit to the Registrants Form 10-K Report for the year ended
December 31, 2000 and incorporated herein by reference.(3)
    
    Filed as an Exhibit to the Registrants Form 10-Q Report for the quarter ended
September 28, 2003 and incorporated herein by reference.(4)
    
    Filed as an Exhibit to the Registrants Form S-8 filed January 12, 2004 and
incorporated herein by reference.(5)
    
    Filed as an Exhibit to the Registrants Form 10-K Report for the year ended
December 28, 2003 and incorporated herein by reference.(6)
    
    Filed as an Exhibit to the Registrants Form 8-K Report dated September 26,
2005 and incorporated herein by reference.(7)
    
    Filed as an Exhibit to the Registrants Form 8-K Report dated October 5, 2005
and incorporated herein by reference.(8)
    
    Filed as an Exhibit to the Registrants Form DEF 14A dated April 28, 2003 and
incorporated herein by reference.(9)
    
    Filed as an Exhibit to the Registrants Form 8-K
Report dated November 9, 2005 and
incorporated herein by reference.(10)
    
    Filed as an Exhibit to the Registrants Form 10-Q
Report for the quarter ended June 26, 2005 and
incorporated herein by reference. 42




---



##### Table of Contents



SIGNATURES
  ABLEST INC.By:
    /s/ Kurt R. MooreKurt R. MoorePresident and Chief Executive Officer By:
    /s/ John HoranJohn HoranVice President and
Chief Financial Officer(on behalf of the Registrant and as Principal
Financial and Accounting
Officer)   ABLEST INC./s/ Charles H. Heist
    
    
    
    /s/ Ronald K. LeirvikCharles H. Heist
    
    
    
    Ronald K. LeirvikChairman of the Board,
    
    
    
    DirectorDirector/s/ W. David Foster
    
    
    
    /s/ Donna R. MooreW. David Foster
    
    
    
    Donna R. MooreDirector
    
    
    
    Director/s/ Kurt R. Moore
    
    
    
    /s/ Richard W. RobersonKurt R. Moore
    
    
    
    Richard W. RobersonPresident and Chief Executive Officer,
    
    
    
    DirectorDirector (Principal Executive Officer)/s/ Charles E. ScharlauCharles E. ScharlauDirectorMarch 12, 2007




---



##### Table of Contents



Report of Independent Registered Certified Public Accounting Firm on Financial Statement Schedule




---



##### Table of Contents



SCHEDULE II
   Additions
    
    
    
    
    
    
    
    
    
    Balance atBalance at beginning of
    
    charged to
    
    Additions charged to
    
    
    
    
    
    end of(Amounts in thousands)
    
    the period
    
    costs and expense
    
    other accounts
    
    Deductions
    
    the periodPeriod Ended December 31, 2006Allowance for doubtful accounts
    
    $
    275
    
    
    
    266
    
    
    
    
    
    
    
    266
    
    
    
    275Period Ended December 25, 2005Allowance for doubtful accounts
    
    $
    285
    
    
    
    97
    
    
    
    
    
    
    
    107
    
    
    
    275Period Ended December 26, 2004Allowance for doubtful accounts
    
    $
    246
    
    
    
    257
    
    
    
    
    
    
    
    218
    
    
    
    285