TABLE OF CONTENTS




|                                                 |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                          
|                                                 | ITEM 1. Business                                                                             
|                                                 | ITEM 2. Properties                                                                           
|                                                 | ITEM 3. Legal Proceedings                                                                    
|                                                 | ITEM 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                         
|                                                 | ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                                                 | ITEM 6. Selected Financial Data                                                              
|                                                 | ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                 | ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk                           
|                                                 | ITEM 8. Financial Statements and Supplemental Data                                           
|Independent Auditors Report                    
|Consolidated Balance Sheets                     
|Consolidated Statements of Operations           
|Statement of Stockholders' Equity               
|Consolidated Statements of Cash Flows           
|Consolidated Statements of Cash Flows, continued
|Notes to Consolidated Financial Statements      
|                                                 | ITEM 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|PART III                                        
|                                                 | ITEM 10. Directors and Executive Officers of the Registrant                                  
|                                                 | ITEM 11. Executive Compensation                                                              
|                                                 | ITEM 12.  Security Ownership of Certain Beneficial Owners and Management                     
|                                                 | ITEM 13. Certain Relationships and Related Transactions                                      
|PART IV                                         
|                                                 | ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|                                                 | Schedule II - Valuation Account                                                              
|Agreement and Plan of Merger by Ablest          
|Certificate of Incorporation of the Registrant  
|By-laws of the Registrant adopted               
|Letter amendment dated Feburary 2, 2001         
|Independent Directors' Stock Option Plan        
|Option to Ownership Plan                        
|Three year employment agreements                
|Subsidiaries of Registrant                      
|Consent of KPMG to Incorporation                



---



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

FORM 10-K

|           |  |                                                                    
|---------- |  | -------------------------------------------------------------------
|(Mark One)
|          
|(X)        |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES    
|           |  | EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.  
|          
|           |  | OR                                                                 
|          
|(  )       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
|           |  | EXCHANGE ACT OF 1934.                                              

Commission file number: 0-7907

ABLEST INC.
(Exact name of registrant as specified in its charter)

|                                                   |  |                    
|-------------------------------------------------- |  | -------------------
|Delaware                                           |  | 65-0978462         
|(State or other jurisdiction of                    |  | (I.R.S. Employer   
|incorporation or organization)                     |  | Identification No.)
|                                                  
|1901 Ulmerton Road, Suite 300, Clearwater, Florida |  | 33762              
|(Address of principal executive offices)           |  | (Zip Code)         

(727) 299-1200
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.05 par value
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act: None

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
X
No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements, incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( ).

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The aggregate market value of the Registrants common shares held by
non-affiliates at March 8, 2001 was approximately $5,697,000.

The number of common shares of the Registrant outstanding at February 28, 2001
was 2,937,529.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in the
following part of this report: Part III  the Registrants definitive proxy
statement to be filed with the Securities and Exchange Commission and used in
connection with the solicitation of proxies for the Registrants annual meeting
of shareholders to be held on May 10, 2001.

2



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PART I







ITEM 1. Business

General.

Prior to March 13, 2000, the Company operated as C. H. Heist Corp. with two
service segments: Staffing Services and Industrial Maintenance.

On March 13, 2000, the Company sold substantially all of the assets of its
United States industrial maintenance business and the stock of its Canadian
subsidiary, C. H. Heist Ltd., to Onyx Industrial Services, Inc. (Onyx). For the
fiscal years reported herein, the Companys industrial maintenance business is
being reported as a discontinued operation. See note 2 to the Consolidated
Financial Statements included under item 8 to this report on Form 10-K for
additional information on the discontinued operations.

Also on March 13, 2000, following the sale of the Companys industrial
maintenance business to Onyx, the Company was reincorporated in Delaware,
changed its name to Ablest Inc. and became a pure-play staffing services
company.

On January 1, 2001, Ablest Service Corp, Milestone Technologies Inc. and P.L.P.
Corp (part of the discontinued operations) merged into Ablest Inc. to form a
single operating company under the Ablest Inc. name. See note 14 to the
Consolidated Financial Statements included under item 8 to this report on Form
10-K for additional information on the re-incorporation.

Staffing Services

The Company supplies staffing services in the United States. Staffing services
are principally provided through 54 offices currently located in the Eastern
United States and selected Southwestern markets with the capability to supply
staffing services for the clerical, industrial and technical needs of their
customers. Ablest does not service any specific industry or field; instead, its
services are provided to a broad-based customer list.

On April 13, 1998, Ablest purchased 100% of the common stock of Milestone
Technologies, Inc., an information technology staffing services provider in the
Phoenix, Arizona metropolitan area. On November 17, 1998, Ablest purchased
certain assets from SoftWorks International Consulting, Inc., an information
technology staffing provider in the Denver, Colorado metropolitan area. See
note 11 to the Consolidated Financial Statements included under item 8 to this
report on Form 10-K for additional information on acquisitions.

The staffing services business is highly competitive. There are numerous local,
regional and national firms principally engaged in offering such services. The
primary competitive factors in the staffing services field are quality of
service, reliability of personnel and price.

3



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Industry Segments and Service Activities. The following table is a summary of
information relating to the Companys operations in its two industry segments
for each of the Companys last three fiscal years: The discontinued operation
noted refers to the Companys former industrial maintenance operations.

|                                      |                        |          |                   |          |   |          |  |        |   |  |  |        |  
|------------------------------------- | ---------------------- | -------- | ----------------- | -------- | - | -------- |  | ------ | - |  |  | ------ | -
|                                      |                        |          | Fiscal Year Ended
|                                      |                        |          |                  
|(In thousands)                        |                        | Dec. 31, |                   | Dec. 26, |   | Dec. 27,
|                                      |                        | 2000     |                   | 1999     |   | 1998    
|                                      |                        |          |                   |          |   |          | 
|Revenues from Unaffiliated Customers:
|                                     
|                                      | Staffing Services      |          | $                 | 103,435  |   |          |  | 98,094 |   |  |  | 78,471 |  
|                                     
|                                      | Discontinued Operation |          |                   | 12,565   |   |          |  | 54,317 |   |  |  | 57,176 |  
|                                     
|Operating Income (Loss):             
|                                     
|                                      | Staffing Services      |          |                   | 1,193    |   |          |  | (3,459 | ) |  |  | 1,893  |  
|                                     
|                                      | Discontinued Operation |          |                   | (15      | ) |          |  | (2,991 | ) |  |  | (350   | )
|                                     
|Identifiable Assets:                 
|                                     
|                                      | Staffing Services      |          |                   | 21,696   |   |          |  | 22,639 |   |  |  | 25,603 |  
|                                     
|                                      | Discontinued Operation |          |                   | 1,276    |   |          |  | 31,308 |   |  |  | 27,134 |  

The following table sets forth the approximate percentages of revenues by
service activity within the Companys two operating segments for the continuing
operations for each of the Companys last three fiscal years:

|                                |  |                   |    |          |  |          |    |   |  |  |    |  
|------------------------------- |  | ----------------- | -- | -------- |  | -------- | -- | - |  |  | -- | -
|(In thousands)                  |  | Fiscal Year Ended
|                                |  |                  
|                                |  | Dec. 31,          |    | Dec. 26, |  | Dec. 27,
|Staffing Services Revenues      |  | 2000              |    | 1999     |  | 1998    
|                                |  |                   |    |          |  |         
|Commercial Staffing             |  |                   | 85 | %        |  |          | 78 | % |  |  | 76 | %
|                               
|Information Technology Staffing |  |                   | 15 | %        |  |          | 22 | % |  |  | 24 | %

Working Capital. By virtue of the nature of the Companys business, the
attainment and maintenance of high levels of working capital is not required,
other than to meet debt requirements as disclosed in Note 6 to the Consolidated
Financial Statements shown under item 8 to this Form 10-K.

Backlog. In view of the fact that the Companys services are primarily
furnished pursuant to purchase orders or on a call basis, backlog is not
material.

Employees. The ongoing staffing business comprises approximately 4,561
persons, 186 of which were full time at December 31, 2000. The Company
considers its employee relations to be satisfactory.

Canadian Operations. Up through March 13, 2000, the Companys former
industrial maintenance business included operations in Canada. In connection
with the sale of the industrial maintenance business all of the common stock of
the Companys Canadian Subsidiary, C. H. Heist, Ltd., was sold to Onyx
Industrial Services, Inc. The operations of the Canadian subsidiary, up through
the sale date, are included with the discontinued operations. See note 2 to the
Consolidated Financial Statements included under item 8 to this report on Form
10-K for additional information on the discontinued operations.

4



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Executive Officers of Registrant



|(a) |  | Identification. The Companys executive officers are:
|--- |  | -----------------------------------------------------

|                   |  |     |    |                 |  |                                      |  |           |      | 
|------------------ |  | --- | -- | --------------- |  | ------------------------------------ |  | --------- | ---- | 
|                   |  |     |    |                 |  |                                      |  | Served as
|                   |  |     |    |                 |  | Position and Office                  |  | Executive
|Name               |  | Age |    | with Registrant |  | Officer Since                       
|                   |  |     |    |                 |  |                                     
|Charles H. Heist   |  |     | 50 |                 |  | Chairman of the Board of             |  |           | 1978 | 
|                   |  |     |    |                 |  | Directors and acting Chief Financial
|                   |  |     |    |                 |  | Officer                             
|                  
|W. David Foster    |  |     | 66 |                 |  | Chief Executive Officer              |  |           | 1976 | 
|                  
|Kurt R. Moore      |  |     | 41 |                 |  | President and Chief                  |  |           | 1991 | 
|                   |  |     |    |                 |  | Operating Officer                   
|                  
|Mark P. Kashmanian |  |     | 45 |                 |  | Treasurer, Secretary and Chief       |  |           | 1996 | 
|                   |  |     |    |                 |  | Accounting Officer                  

Through March 12, 2000, the following individuals were also executive officers
of the Company and have since left the Company to either join Onyx Industrial
Services or to seek other business opportunities: Duane F. Worthington, Vice
President U.S. Operations, C. H. Heist Corp.; Andrew R. Crowe, Jr., Vice
President and Chief Operating Officer, C. H. Heist, Ltd. and Christopher H.
Muir, Vice President Marketing and Sales, C. H. Heist Corp.



|(b) |  | Arrangements and Understandings. There are no arrangements or
understandings pursuant to which the above officers were elected.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------
|   
|(c) |  | Family Relationships. None of the officers has any family relationship
with any other officer of the Company.                  

5



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ITEM 2. Properties

The Company currently leases 13,724 square feet of office space in Clearwater,
Florida that serves as its corporate headquarters. Fifty-eight additional
facilities are leased at rentals and under terms and conditions prevailing in
the various service locations. The Company considers all of its offices and
facilities suitable and adequate for servicing its customers.

As part of the industrial maintenance asset sale, the Companys administrative
facility in Buffalo, New York was sold to Onyx Industrial Services, Inc. The
services performed by the administrative group were relocated into the new
corporate leased facility in Clearwater, Florida. The Companys former
executive office building, located in Clearwater, Florida, was also sold during
2000. The services performed by the executive group were relocated as well to
the new corporate headquarters.







ITEM 3. Legal Proceedings

The Company is subject, from time to time, to claims encountered in the normal
course of business. In the opinion of management, the resolution of all pending
matters will not have a material adverse effect on the Companys financial
condition or liquidity.







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

No matters were submitted to a vote of security holders of the Company during
the fourth quarter of fiscal 2000.

A special meeting of security holders was held on March 6, 2000, to vote on and
approve the sale of the Companys industrial maintenance business to Onyx
Industrial Services, Inc. and the re-incorporation of the Company in Delaware
as Ablest Inc. Both resolutions were passed with more than the required
two-thirds majority.

6



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PART II







ITEM 5. Market for Registrants Common Equity and Related Stockholder Matters

(a)(i) Market for Registrants Common stock:

The Companys common stock currently trades on the American Stock Exchange
under the symbol AIH. For the period from March 13, 2000 to November 20, 2000
the Companys common stock was traded under the symbol ABI. Prior to March
13, 2000 the common stock was traded under the symbol HST.

(a)(ii) Price Range of Common Stock:

The price ranges applicable to the common shares during each quarter of the
years ended December 31, 2000 and December 26, 1999, are as follows:

|            |  |      |       |      |  |      |       |     |  |   |       |  |  |   |       | 
|----------- |  | ---- | ----- | ---- |  | ---- | ----- | --- |  | - | ----- |  |  | - | ----- | 
|            |  | 2000 |       | 1999
|            |  |      |       |     
|            |  | High |       | Low  |  | High |       | Low
|            |  |      |       |      |  |      |       |    
|1st Quarter |  | $    | 8.75  |      |  | $    | 5.75  |     |  | $ | 7.25  |  |  | $ | 6.25  | 
|           
|2nd Quarter |  |      | 6.25  |      |  |      | 4.50  |     |  |   | 6.75  |  |  |   | 6.375 | 
|           
|3rd Quarter |  |      | 5.875 |      |  |      | 4.125 |     |  |   | 6.625 |  |  |   | 6.125 | 
|           
|4th Quarter |  |      | 6.00  |      |  |      | 4.125 |     |  |   | 6.625 |  |  |   | 5.625 | 

(b) Approximate Number of Common Shareholders:

On December 31, 2000, there were 523 registered shareholders.

(c) Dividends:

The Company currently does not pay a dividend on its common shares.







ITEM 6. Selected Financial Data
               (In thousands, except per share data)

|                                                             |                   |      |         |       |  |       |        |       |   |       |        |     |  |  |        |     |  |  |        |     | 
|------------------------------------------------------------ | ----------------- | ---- | ------- | ----- |  | ----- | ------ | ----- | - | ----- | ------ | --- |  |  | ------ | --- |  |  | ------ | --- | 
|Fiscal Year Ended December                                   |                   | 2000 |         | 1999* |  | 1998* |        | 1997* |   | 1996*
|                                                             |                   |      |         |       |  |       |        |       |   |      
|Net service revenues                                         |                   | $    | 103,435 |       |  |       | 98,094 |       |   |       | 78,471 |     |  |  | 63,268 |     |  |  | 49,514 |    
|                                                            
|Net earnings (loss) from continuing operations               |                   | $    | 592     |       |  |       | (3,956 | )     |   |       | 876    |     |  |  | 163    |     |  |  | 890    |    
|                                                            
|Earnings (loss) per common share from
Continuing operations:
|                                                            
|                                                             | Basic and diluted |      | $       | .21   |  |       |        | (1.37 | ) |       |        | .30 |  |  |        | .06 |  |  |        | .31 | 
|                                                            
|Total assets                                                 |                   | $    | 24,994  |       |  |       | 44,009 |       |   |       | 53,340 |     |  |  | 41,838 |     |  |  | 38,764 |    
|                                                            
|Long-term debt                                               |                   | $    |        |       |  |       | 15,950 |       |   |       | 16,050 |     |  |  | 8,755  |     |  |  | 6,492  |    

 Restated to reflect discontinued operations, which are more fully discussed
in note 2 to the consolidated financial statements.

7



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The following summarizes quarterly operating results:

|                                                             |                   |     |        |     |  |     |        |     |  |  |        |     |  |  |        |      |  
|------------------------------------------------------------ | ----------------- | --- | ------ | --- |  | --- | ------ | --- |  |  | ------ | --- |  |  | ------ | ---- | -
|2000 Quarters                                                |                   | 1st |        | 2nd |  | 3rd |        | 4th
|                                                             |                   |     |        |     |  |     |        |    
|Net service revenues                                         |                   | $   | 25,893 |     |  |     | 24,906 |     |  |  | 26,139 |     |  |  | 26,497 |     
|                                                            
|Gross profit                                                 |                   |     | 5,872  |     |  |     | 5,557  |     |  |  | 5,813  |     |  |  | 5,592  |     
|                                                            
|Operating income (loss)                                      |                   |     | 117    |     |  |     | 264    |     |  |  | 763    |     |  |  | 49     |     
|                                                            
|Net earnings (loss) from continuing operations               |                   |     | 75     |     |  |     | 141    |     |  |  | 425    |     |  |  | (49    | )   
|                                                            
|Earnings (loss) per common share from
Continuing operations:
|                                                            
|                                                             | Basic and diluted |     | $      | .03 |  |     |        | .05 |  |  |        | .15 |  |  |        | (.02 | )

|                                                             |                   |     |        |      |   |     |        |     |  |  |        |     |  |  |        |       |  
|------------------------------------------------------------ | ----------------- | --- | ------ | ---- | - | --- | ------ | --- |  |  | ------ | --- |  |  | ------ | ----- | -
|1999 Quarters *                                              |                   | 1st |        | 2nd  |   | 3rd |        | 4th
|                                                             |                   |     |        |      |   |     |        |    
|Net service revenues                                         |                   | $   | 21,682 |      |   |     | 23,262 |     |  |  | 25,432 |     |  |  | 27,418 |      
|                                                            
|Gross profit                                                 |                   |     | 4,913  |      |   |     | 5,292  |     |  |  | 5,859  |     |  |  | 6,145  |      
|                                                            
|Operating income (loss)                                      |                   |     | 130    |      |   |     | 337    |     |  |  | 706    |     |  |  | (4,632 | )    
|                                                            
|Net earnings (loss) from continuing operations               |                   |     | (9     | )    |   |     | 109    |     |  |  | 365    |     |  |  | (4,421 | )    
|                                                            
|Earnings (loss) per common share from
Continuing operations:
|                                                            
|                                                             | Basic and diluted |     | $      | (.00 | ) |     |        | .04 |  |  |        | .13 |  |  |        | (1.53 | )

* Restated to reflect discontinued operations, which are more fully discussed
in note 2 to the consolidated financial statements.







ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations

Statements made in this discussion, other than those concerning historical
information, should be considered forward-looking and subject to certain risks
and uncertainties that could cause actual results to differ materially from
those anticipated.

On March 13, 2000, C.H. Heist Corp. sold substantially all of the assets of its
United States industrial maintenance business and the stock of C. H. Heist
Corp.s wholly owned Canadian subsidiary, C.H. Heist, Ltd., to Onyx Industrial
Services, Inc. Taken together, these assets comprised substantially all of the
assets of C. H. Heist Corp.s industrial maintenance operations. Included in
the sale was the C. H. Heist Corp.s administrative and warehousing facility in
Buffalo, New York. Also on March 13, 2000, C. H. Heist Corp. merged into a
newly formed company, Ablest Inc. (the Company), and was re-incorporated in the
state of Delaware.

For financial reporting purposes, the Companys former industrial maintenance
business is being reported as a discontinued operation. The following
discussions and analysis of operations and financial condition pertain to the
Companys staffing services business, which constitutes the continuing
operation. A separate section labeled Discontinued Operations is included at
the end of this discussion and pertains to the disposal of the industrial
maintenance business.

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For the fiscal year ended December 31, 2000, compared to December 26, 1999.

Fiscal Year 2000 was comprised of 53 weeks compared to 52 weeks in fiscal 1999.

Results of Operations:

Service revenues increased by $5.3 million or 5.4% to $103.4 million from $98.1
million for the year ended December 31, 2000 compared to the year ended
December 26, 1999.

Service revenue in the Companys commercial staffing services segment increased
by $11.6 million or 15.3% to $88.2 million from $76.6 million for the current
year compared to one year earlier. Of this amount $12.0 million was from seven
offices opened in fiscal 1999 and six offices opened in fiscal 2000. All of
the branches opened in the prior fiscal year were profitable in the current
fiscal year and three of the six offices opened in 2000 were profitable for the
period ending December 31, 2000. Increases in service revenue for this segment
were generated by the Companys Vendor-on-Premises programs (Point Source)
that were secured and started in the current year.

Service revenues in the Companys information technology staffing segment
decreased by $6.3 million or 29.4% to $15.2 million from $21.5 million for the
current year compared to one year earlier. This decline reflects the continued
post Y2K industry-wide slowdown in information technology spending. Ablest
Technology Services is in the process of shifting from its original focus of
primarily servicing low-end solutions work toward applications where trained
professionals are scarce but generate higher margins. Additionally, managerial
and structural changes have been made to this segment during fiscal 2000 to
position it to take advantage of the changing marketplace for information
technology services in 2001 and to endeavor to halt the decline that has
occurred in this segment over the past 18 months.

Gross profit dollars increased by $625,000 or 2.8% to $22.8 million from $22.2
million for the current year compared to 1999. Gross profit margin declined to
22.1% from 22.6% over the same period. The increase in gross profit dollars is
primarily the result of the increased service revenue generated by the
commercial staffing segment, which was partially offset by the decline in
service revenues from the information technology staffing segment. The decline
in gross profit margin is primarily the result of the increase in Point Source
programs noted previously that generate lower margins on higher volumes. These
programs generally require the use of tiered staffing suppliers on a direct
passthrough basis. Billings for these services were approximately $1.5 million
in 2000 compared to $456,000 in 1999. Without these passthrough services the
gross profit margin would have been 22.4% in the current year compared to 22.7%
in 1999. In addition, the demand for full time placements, which produce
higher gross margins, was less in 2000.

Selling, general and administrative expenses, inclusive of amortization
expense, increased to $21.6 million from $20.6 million for fiscal 2000 compared
to 1999. As a percentage of service revenues selling, general and
administrative expenses declined to 20.9% from 21.0%. Contributing to the
increase in selling, general and administrative expense dollars were
transitional expenses associated with the closing and subsequent relocation of
the Companys administrative office in Buffalo, New York to the new leased
corporate facilities in Clearwater, Florida, during the first half of 2000.
Selling, general and administrative expenses during the second half of 2000
declined by $266,000 over the same period one year earlier. This decline is
partly attributed to a leveling-off of corporate expenses as the company
settled into its new corporate facility. In addition, adjustments were made in
the Companys information technology staffing segment to right size the
operation to the level of activity being generated. Also contributing was a
decrease in amortization expense of $358,000 in the current year compared to
1999. This decrease is the result of the intangible asset impairment charge
taken by the Company in the fourth quarter of fiscal 1999. The remaining
intangible assets were reviewed at year-end and found to adequately support
projected cash flows.

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##### Table of Contents

Results of Operations, continued:

Other income (expense) net improved in the current year by $443,000 to $14,000
compared to a net other expense of $429,000 for fiscal 1999. In March, the
company used a portion of proceeds from the sale of
its industrial maintenance business to pay off its revolving term debt. The
result was a decline in interest expense of $404,000 in the current year
compared to 1999.

The effective tax rate is 50.9% for the current year. The effective tax rate
is the result of the multiple taxing jurisdictions in which the company
operates and the non-deductibility for tax purposes, of certain expenses
incurred by the Company. Additionally, changes in estimates of previously
recognized tax benefits also increased the current year effective tax rate.

Financial Condition:

The following information is provided as of December 31, 2000.

The quick ratio was 2.9 to 1 compared to 1.6 to 1 at December 26, 1999, and the
current ratio was 3.5 to 1 compared to 1.8 to 1 for the same respective
periods. Net working capital increased by $6.2 million during the current
year. Contributing to this increase was an increase in accounts receivable of
$1.1 million and an increase in deferred income taxes of $1.4 million. Also
contributing to the increase in working capital was a reduction in accounts
payable of $1.0 million and a reduction in accrued expenses and other current
liabilities of $2.5 million. The increase in accounts receivable is associated
with the increase in service revenues in the Companys commercial staffing
segment while the increase in current deferred tax assets is a result of
increases in the Companys reserves for its retrospective insurance program and
in deferred taxes associated with the sale of the Companys industrial
maintenance business. The reduction in accounts payable is the result of the
inclusion of certain trade accounts payable related to the sale of the
industrial maintenance business to Onyx. Accrued expenses decreased primarily
as a result of the payment of the Companys prior year retrospective insurance
adjustment and the payment of accrued incentive compensation from the prior
year. Reference should be made to the consolidated statement of cash flows,
which details the sources and uses of cash.

Open credit commitments were $19.85 million at December 31, 2000. A portion of
the proceeds from the sale of the industrial maintenance business was used to
pay off the Companys then outstanding debt in its entirety in March 2000.
Effective for 2001, the Companys revolving term loan agreement was reduced to
$5.0 million and is set to mature on August 1, 2001. The Company is in the
process of replacing the existing credit facility and anticipates availability
of a new facility by July 31, 2001.

Capital expenditures for 2000 were $1.0 million. Of this amount $569,000 was
for computer hardware, software and office automation systems, $186,000 was for
leasehold improvements and the balance was for furniture and fixtures.

It is anticipated that existing funds and cash flows from operations will
be sufficient to cover working capital needs and capital expenditures for 2001.

Discontinued Operations:

During the current fiscal year, an adjustment was made to the previously
recorded loss on sale of discontinued operations to reconcile amounts
previously recorded against continuing operations but which pertained to the
discontinued operations. Expenditures associated with the winding down of the
discontinued operations were charged against the various reserves established
at the measurement date of September 26, 1999. At that time, reserves were
established for an anticipated loss on the sale of discontinued operations,
holding period losses, severance payments and transactional expenses.
Management believes that balances

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Discontinued Operations, continued:

remaining in the respective reserves will be sufficient to cover future
anticipated expenses associated with the discontinued operations.

For the fiscal year ended December 26, 1999, compared to December 27, 1998

Results of Operations:

Service revenues in the Companys staffing services segment for the fiscal year
ended December 26, 1999, increased by $19.6 million or 25.0% to $98.1 million
from $78.5 million, one year earlier. Service revenues in this segments
commercial staffing division increased for the fiscal 1999 year by $16.8
million or 28.1% to $76.6 million from $59.8 million, one year earlier.
Revenues generated from seven offices opened in fiscal 1999 as well as greater
market penetration in existing offices contributed to this increase. Service
revenues in this segments technology services division increased for 1999 by
$2.8 million or 15.0% to $21.5 million from $18.7 million, one year earlier.
The increase in service revenues is the result of two offices within this
division being acquired during the prior fiscal year and as such, not being
included in service revenues for the full prior fiscal year. During the
Companys fourth quarter of 1999, this division lost a contract to provide
technology staffing services to a national financial services provider.
Service revenues to this customer accounted for 17.0% of total technology
service revenues for the first three fiscal quarters of 1999. This division has
not been successful in securing orders to replace the volume of services lost
from this contract.

Gross profit from continuing operations for 1999, increased by $3.8 million or
20.6% to $22.2 million from $18.4 million, one year earlier. As a percentage
of service revenues, gross profit decreased by .9% to 22.6% from 23.5% over the
same period year to year. The increase in gross profit dollars is the result
of the increased service revenues noted above while the decrease in gross
profit percentage is predominately the result of increased operating expenses
including increases in workers compensation insurance. Also contributing to the
decrease in gross profit percentage is the lower operating gross profit being
generated by the technology staffing division which decreased to 25.0% in
fiscal 1999, from 25.8% in fiscal 1998.

Selling, general and administrative expenses, inclusive of amortization expense
and exclusive of the charge for the impairment of intangible assets, increased
for 1999, by $4.1 million or 24.8% to $20.6 million from $16.5 million, one
year earlier. The increase in selling, general and administrative expenses is
primarily the result of the opening of new offices during 1999, additional
staffing necessary to service the growth in revenues in existing offices and an
increase in corporate expenses to provide support services to field operations.
Also, contributing to this increase was a $218,000 increase in amortization
expense associated with acquisitions that were completed in previous years.

During the fourth fiscal quarter of 1999, the Company recorded a charge of $5.1
million for the impairment of intangible assets. The impairment charge was the
result of the Companys historical policy of evaluating events and
circumstances which have occurred and which may indicate that the carrying
value of intangible assets warrant adjustment. The intangibles were determined
to have been impaired as a result of the loss of a major customer in the fourth
quarter of 1999, the less than anticipated operating results of the acquired
businesses and their inability to meet the income projections that were used in
determining the purchase prices that were paid for these operations.

Other expense, net increased by $136,000 or 46.4% to $429,000. Interest
expense, net increased by $151,000 as the Company maintained a higher level of
borrowing to support the growth of new offices and to finance increased
receivables.

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Results of Operations, continued:

The effective tax rate for the continuing operations was a tax expense of 1.7%
even though the operations incurred a significant loss. The majority of the
asset impairment write down was attributable to the Companys acquisition of
Milestone Technologies, Inc. in fiscal 1998. Since the acquisition was a stock
purchase, the intangible asset write down was not deductible for income tax
purposes. See footnote number 8, Income Taxes, to the accompanying financial
statements for a more detailed analysis of income taxes.

Discontinued Operations:

The loss from discontinued operations consist of the Companys industrial
maintenance business through the measurement date of September 26, 1999, which
represents the date of the signing of the letter of intent between the Company
and Onyx Industrial Services, Inc. Estimated operating results for the period
from September 27, 1999, through the closing date of March 13, 2000, are
included in the loss on sale of discontinued operations, noted below.

Service revenues for discontinued operations for the period ended December 26,
1999, declined by $2.9 million to $54.3 million from $57.2 million, one year
earlier. Gross profit dollars declined by $2.7 million or 13.6% and were
primarily the result of increased costs for direct labor associated with the
performance of services, including related payroll taxes and employee benefits.
Selling, general and administrative expenses remained relatively unchanged at
$19.9 million for the current fiscal year, compared to the year earlier.

The estimated loss on the disposal of the industrial maintenance operations is
$7.1 million (net of a tax benefit of $2.8 million). This consists of an
estimated loss on disposal of the business of $5.5 million and a provision of
$1.6 million for anticipated operating losses from the measurement date to the
disposal date of March 13, 2000 (holding period loss). The tax benefit recorded
in connection with the loss on disposal differs from the tax benefit calculated
by using statutory rates as a result of certain foreign currency exchange
losses, net operating losses and foreign tax credit carryforwards, which are
not expected to be utilized. For the most part, management has estimated the
above noted items. A final reconciliation will be made against the estimates
with adjustments recorded in future periods.







ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

The Company, in the normal course of business, has exposure to interest rate
risk from its long term debt obligations and prior to March 13, 2000 on foreign
exchange rate risk with respect to its foreign operations and currency
conversions. The Company does not believe that its exposure to fluctuations in
either interest rates in the United States or currency exchange rates with
regards to the Canadian dollar are material. A 10% change in the interest rate
utilized on its long term debt obligations would have produced approximately a
total of $21,800 in additional interest expense ($9,900 for continuing
operations and $11,900 for discontinued operations) for the fiscal year ended
December 31, 2000. Likewise, since the majority of the Companys revenues,
expenses and cash flows are transacted in U.S dollars a 10% decline in the
Canadian exchange rate would have impacted the adjustment to loss on sale of
discontinued operations for fiscal 2000 by approximately $6,800.

Due to the immateriality of the above noted market risks, the Company has
decided not to utilize any form of financial instrument as a hedge against
these risks.

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ITEM 8. Financial Statements and Supplemental Data

Index to Financial Statements and Schedules

|                                                                                                                          |                                                                                                                                |                   |  |                |  |       |    |  |  | 
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ----------------- |  | -------------- |  | ----- | -- |  |  | 
|                                                                                                                          |                                                                                                                                |                   |  | Page Reference
|                                                                                                                          |                                                                                                                                |                   |  |               
|The financial statements of the registrant and its
   subsidiaries required to be included in Item 8
   are listed below:
|                                                                                                                         
|                                                                                                                          | Independent Auditors Report                                                                                                   |                   |  |                |  | 14    |   
|                                                                                                                         
|                                                                                                                          | Financial Statements:                                                                                                         
|                                                                                                                         
|                                                                                                                          | Consolidated Balance Sheets as of December 31, 2000 and December 26, 1999                                                      |                   |  |                |  | 15    |   
|                                                                                                                         
|                                                                                                                          | Consolidated Statements of Operations for the years
ended December 31, 2000, December 26, 1999 and December 27, 1998           |                   |  |                |  | 16    |   
|                                                                                                                         
|                                                                                                                          | Consolidated Statements of Stockholders Equity for the years ended
December 31, 2000, December 26, 1999 and December 27, 1998 |                   |  |                |  | 17    |   
|                                                                                                                         
|                                                                                                                          | Consolidated Statements of Cash Flows for the years ended December 31, 2000,
December 26, 1999 and December 27, 1998           |                   |  |                |  | 18-19 |   
|                                                                                                                         
|                                                                                                                          | Notes to Consolidated Financial Statements                                                                                     |                   |  |                |  | 20-36 |   
|                                                                                                                         
|                                                                                                                          | Schedules:                                                                                                                    
|                                                                                                                         
|                                                                                                                          |                                                                                                                                | Valuation Account |  |                |  |       | 42 | 

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Independent Auditors Report

The Board of Directors
Ablest Inc.

We have audited the accompanying consolidated balance sheets of Ablest Inc. and
subsidiaries as of December 31, 2000 and December 26, 1999, and the related
consolidated statements of operations, stockholders equity and cash flows for
the years ended December 31, 2000, December 26, 1999 and December 27, 1998.
These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ablest Inc. and
subsidiaries as of December 31, 2000 and December 26, 1999 and the results of
their operations and their cash flows for the years ended December 31, 2000,
December 26, 1999 and December 27, 1998, in conformity with accounting
principles generally accepted in the United States.

KPMG LLP

Tampa, Florida
February 16, 2001

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ABLEST INC. AND SUBSIDIARIES







Consolidated Balance sheets
(In thousands, except share and per share data)

|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |       |        |        |  |  |  |  | 
|-------------------------------------------------- | ------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----- | -------- | ------ | -------- | ----- | ------ | ------ |  |  |  |  | 
|                                                   |                                |                                                                                                                                    |                            |       | Dec. 31, |        | Dec. 26,
|                                                   |                                | 2000                                                                                                                               |                            | 1999 
|                                                   |                                |                                                                                                                                    |                            |      
|Assets                                            
|Current assets:                                   
|                                                  
|                                                   |                                | Cash and cash equivalents                                                                                                          |                            | $     | 406      |        |          |       | 562    |       
|                                                  
|                                                   |                                | Receivables, less allowance for doubtful receivables of
$390 and $378 in 2000 and 1999, respectively                               |                            |       | 14,629   |        |          |       | 13,492 |       
|                                                  
|                                                   | Prepaid expenses and other     |                                                                                                                                    |                            | 359   |          |        |          | 419   |       
|                                                  
|                                                   | Deferred income taxes (note 8) |                                                                                                                                    |                            | 2,549 |          |        |          | 1,100 |       
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|                                                   |                                |                                                                                                                                    | Total current assets       |       |          | 17,943 |          |       |        | 15,573 | 
|                                                  
|Net property, plant and equipment (note 3)         |                                |                                                                                                                                    | 1,861                      |       |          |        | 2,213    |      
|                                                  
|Deferred income taxes (note 8)                     |                                |                                                                                                                                    | 105                        |       |          |        | 909      |      
|                                                  
|Intangible assets, net (note 4)                    |                                |                                                                                                                                    | 4,576                      |       |          |        | 4,880    |      
|                                                  
|Net assets of discontinued operations (note 2)     |                                |                                                                                                                                    | 274                        |       |          |        | 20,434   |      
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|                                                   |                                | $                                                                                                                                  | 24,759                     |       |          |        | 44,009   |      
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|Liabilities and
Stockholders' Equity              
|Current liabilities:                              
|                                                   |                                | Accounts payable                                                                                                                   |                            | $     | 487      |        |          |       | 1,468  |       
|                                                  
|                                                   |                                | Accrued expenses and other current liabilities (note 5)                                                                            |                            |       | 4,635    |        |          |       | 7,223  |       
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|                                                   |                                |                                                                                                                                    | Total current liabilities  |       |          | 5,122  |          |       |        | 8,691  | 
|                                                  
|Long-term debt (note 6)                            |                                |                                                                                                                                    |                           |       |          |        | 15,950   |      
|                                                  
|Other liabilities                                  |                                |                                                                                                                                    | 452                        |       |          |        | 756      |      
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|                                                   |                                |                                                                                                                                    | Total liabilities          |       |          | 5,574  |          |       |        | 25,397 | 
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|Stockholders equity (notes 6, 7 and 15):         
|                                                  
|                                                   |                                | Common stock of $.05 par value. Authorized
8,000,000 shares; issued 3,293,405 and 3,167,092 shares
for 2000 and 1999, respectively |                            |       | 165      |        |          |       | 158    |       
|                                                  
|                                                   |                                | Additional paid-in capital                                                                                                         |                            |       | 4,914    |        |          |       | 4,285  |       
|                                                  
|                                                   |                                | Less unearned restricted stock                                                                                                     |                            |       | (215     | )      |          |       |       |       
|                                                  
|                                                   |                                | Less notes receivable from stock sale                                                                                              |                            |       | (235     | )      |          |       |       |       
|                                                  
|                                                   |                                | Retained earnings                                                                                                                  |                            |       | 16,168   |        |          |       | 15,391 |       
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|                                                   |                                |                                                                                                                                    | 20,797                     |       |          |        | 19,834   |      
|                                                  
|                                                   |                                | Less cost of common shares in treasury 356,791 and
285,529 shares for 2000 and 1999, respectively                                 |                            |       | (1,612   | )      |          |       | (1,222 | )     
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |       |        |        | 
|                                                   |                                |                                                                                                                                    | Total stockholders equity |       |          | 19,185 |          |       |        | 18,612 | 
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      
|Commitments and contingencies (notes 2, 12 and 13) |                                |                                                                                                                                    |                           |       |          |        |         |      
|                                                  
|                                                   |                                | $                                                                                                                                  | 24,759                     |       |          |        | 44,009   |      
|                                                   |                                |                                                                                                                                    |                            |       |          |        |          |      

See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES







Consolidated Statements of Operations
(In thousands, except share and per share data)

|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |      |        |  
|---------------------------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------------------------- | --------- | ---------- | ------ | -------- | --------- | ------- | ------- | - | --------- | ---- | ------ | -
|                                                     |                                                                            |                                                                |           | Year ended
|                                                     |                                                                            |                                                                |           |           
|                                                     |                                                                            |                                                                |           | Dec. 31,   |        | Dec. 26, |           | Dec 27,
|                                                     |                                                                            |                                                                |           | 2000       |        | 1999     |           | 1998   
|                                                     |                                                                            |                                                                |           |            |        |          |           |        
|Net service revenues                                 |                                                                            | $                                                              | 103,435   |            |        |          | 98,094    |         |         |   | 78,471    |     
|                                                    
|Cost of services                                     |                                                                            |                                                                | 80,601    |            |        |          | 75,885    |         |         |   | 60,059    |     
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Gross profit                                                   |           |            | 22,834 |          |           |         | 22,209  |   |           |      | 18,412 |  
|                                                    
|Selling, general and administrative expenses         |                                                                            |                                                                | 21,275    |            |        |          | 19,873    |         |         |   | 16,013    |     
|                                                    
|Amortization of intangible assets                    |                                                                            |                                                                | 366       |            |        |          | 724       |         |         |   | 506       |     
|                                                    
|Intangible asset impairment (note 4)                 |                                                                            |                                                                |          |            |        |          | 5,071     |         |         |   |          |     
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Operating income (loss)                                        |           |            | 1,193  |          |           |         | (3,459  | ) |           |      | 1,893  |  
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|Other income (expense):                             
|                                                    
|                                                     | Interest expense, net                                                      |                                                                |           | (135       | )      |          |           | (599    | )       |   |           | (448 | )     
|                                                    
|                                                     | Miscellaneous, net                                                         |                                                                |           | 149        |        |          |           | 170     |         |   |           | 155  |       
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                    
|                                                     |                                                                            | Other expense, net                                             |           |            | 14     |          |           |         | (429    | ) |           |      | (293   | )
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Earnings (loss) from continuing operations
before income taxes |           |            | 1,207  |          |           |         | (3,888  | ) |           |      | 1,600  |  
|                                                    
|Income taxes (note 8)                                |                                                                            |                                                                | 615       |            |        |          | 68        |         |         |   | 724       |     
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Net earnings (loss) from continuing
operations                 |           |            | 592    |          |           |         | (3,956  | ) |           |      | 876    |  
|                                                    
|Discontinued operations (note 2):                   
|                                                    
|                                                     | Income (loss) from discontinued operations, net
of income taxes            |                                                                |           |           |        |          |           | (743    | )       |   |           | 418  |       
|                                                    
|                                                     | Loss on sale of discontinued operations,
net of income taxes               |                                                                |           |           |        |          |           | (7,086  | )       |   |           |     |       
|                                                    
|                                                     | Adjustment to loss on sale of discontinued
operations, net of income taxes |                                                                |           | 185        |        |          |           |        |         |   |           |     |       
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Net earnings (loss)                                            |           | $          | 777    |          |           |         | (11,785 | ) |           |      | 1,294  |  
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|Basic and diluted earnings (loss) per common share: 
|                                                    
|                                                     | Continuing operations                                                      |                                                                | $         | .21        |        |          |           | (1.37   | )       |   |           | .30  |       
|                                                    
|                                                     | Discontinued operations                                                    |                                                                |           |           |        |          |           | (.26    | )       |   |           | .15  |       
|                                                    
|                                                     | Loss on sale of discontinued operations                                    |                                                                |           |           |        |          |           | (2.46   | )       |   |           |     |       
|                                                    
|                                                     | Adj. to loss on sale of discontinued operations                            |                                                                |           | .06        |        |          |           |        |         |   |           |     |       
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|                                                     |                                                                            | Total                                                          |           | $          | .27    |          |           |         | (4.09   | ) |           |      | .45    |  
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     
|Weighted average number of common
shares outstanding |                                                                            |                                                                | 2,865,844 |            |        |          | 2,880,867 |         |         |   | 2,877,977 |     
|                                                     |                                                                            |                                                                |           |            |        |          |           |         |         |   |           |     

See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES







Statement of Stockholders' Equity
(In thousands, except share and per share data)

|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |            |  |       |        |   |  |  |      |   |  |  |      |   |  |  |         |  
|-------------------------------- |  | ------ | --- | ------- |  | ---------- | ----- | ------ |  | ---------- | ------- | -------------- |  | ------------- | ------- | ---------- |  | ----- | ------ | - |  |  | ---- | - |  |  | ---- | - |  |  | ------- | -
|                                 |  |        |     |         |  | Additional |       |        |  |            |         | Treasury stock |  | Unearned      |         | Receivable |  | Total
|                                 |  | Common |     | paid-in |  | Retained   |       |        |  | Restricted |         | Stock          |  | Stockholders'
|                                 |  | stock  |     | capital |  | earnings   |       | Shares |  | Amounts    |         | Stock          |  | Sale          |         | equity    
|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |           
|Balances at December 28, 1997    |  | $      | 158 |         |  |            | 4,274 |        |  |            | 25,882  |                |  |               | 290,269 |            |  |       | (1,243 | ) |  |  |     |   |  |  |     |   |  |  | 29,071  |  
|                                
|Net earnings                     |  |        |    |         |  |            |      |        |  |            | 1,294   |                |  |               |        |            |  |       |       |   |  |  |     |   |  |  |     |   |  |  | 1,294   |  
|                                
|Stock compensation awards        |  |        |    |         |  |            | 4     |        |  |            |        |                |  |               | (1,515  | )          |  |       | 7      |   |  |  |     |   |  |  |     |   |  |  | 11      |  
|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |            |  |       |        |   |  |  |      |   |  |  |      |   |  |  |         |  
|Balances at December 27, 1998    |  |        | 158 |         |  |            | 4,278 |        |  |            | 27,176  |                |  |               | 288,754 |            |  |       | (1,236 | ) |  |  |     |   |  |  |     |   |  |  | 30,376  |  
|                                
|Net loss                         |  |        |    |         |  |            |      |        |  |            | (11,785 | )              |  |               |        |            |  |       |       |   |  |  |     |   |  |  |     |   |  |  | (11,785 | )
|                                
|Stock compensation awards        |  |        |    |         |  |            | 7     |        |  |            |        |                |  |               | (3,225  | )          |  |       | 14     |   |  |  |     |   |  |  |     |   |  |  | 21      |  
|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |            |  |       |        |   |  |  |      |   |  |  |      |   |  |  |         |  
|Balances at December 26, 1999    |  |        | 158 |         |  |            | 4,285 |        |  |            | 15,391  |                |  |               | 285,529 |            |  |       | (1,222 | ) |  |  |     |   |  |  |     |   |  |  | 18,612  |  
|                                
|Net earnings                     |  |        |    |         |  |            |      |        |  |            | 777     |                |  |               |        |            |  |       |       |   |  |  |     |   |  |  |     |   |  |  | 777     |  
|                                
|Stock Options exercised          |  |        | 1   |         |  |            | 77    |        |  |            |        |                |  |               |        |            |  |       |       |   |  |  |     |   |  |  |     |   |  |  | 78      |  
|                                
|Stock compensation awards        |  |        | 3   |         |  |            | 320   |        |  |            |        |                |  |               |        |            |  |       |       |   |  |  | (215 | ) |  |  |     |   |  |  | 108     |  
|                                
|Stock repurchase program         |  |        |    |         |  |            |      |        |  |            |        |                |  |               | 71,262  |            |  |       | (390   | ) |  |  |     |   |  |  |     |   |  |  | (390    | )
|                                
|Option to ownership program      |  |        | 3   |         |  |            | 232   |        |  |            |        |                |  |               |        |            |  |       |       |   |  |  |     |   |  |  |     |   |  |  | 235     |  
|                                
|Notes receivable from stock sale |  |        |    |         |  |            |      |        |  |            |        |                |  |               |        |            |  |       |       |   |  |  |     |   |  |  | (235 | ) |  |  | (235    | )
|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |            |  |       |        |   |  |  |      |   |  |  |      |   |  |  |         |  
|Balances at December 31, 2000    |  | $      | 165 |         |  |            | 4,914 |        |  |            | 16,168  |                |  |               | 356,791 |            |  |       | (1,612 | ) |  |  | (215 | ) |  |  | (235 | ) |  |  | 19,185  |  
|                                 |  |        |     |         |  |            |       |        |  |            |         |                |  |               |         |            |  |       |        |   |  |  |      |   |  |  |      |   |  |  |         |  

See accompanying notes to consolidated financial statements.

17



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ABLEST INC. AND SUBSIDIARIES







Consolidated Statements of Cash Flows
(In thousands)

|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |        |        |       |  
|---------------------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------------------ | ------ | ---------- | ------ | -------- | ------ | -------- | ------ | ----- | ------ | ------ | ----- | -
|                                                           |                                                                            |                                                                                            |                                                        |        | Year ended
|                                                           |                                                                            |                                                                                            |                                                        |        |           
|                                                           |                                                                            |                                                                                            |                                                        |        | Dec. 31,   |        | Dec. 26, |        | Dec. 27,
|                                                           |                                                                            |                                                                                            |                                                        |        | 2000       |        | 1999     |        | 1998    
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |         
|Cash flows from operating activities:                     
|                                                          
|                                                           |                                                                            | Net earnings (loss) from continuing operations                                             |                                                        | $      | 592        |        |          |        | (3,956   | )      |       |        | 876    |      
|                                                          
|                                                           |                                                                            | Adjustments to reconcile net earnings (loss) to net
cash provided by operating activities:
|                                                          
|                                                           |                                                                            |                                                                                            | Depreciation                                           |        |            | 1,151  |          |        |          | 684    |       |        |        | 426   |  
|                                                          
|                                                           |                                                                            |                                                                                            | Amortization of intangible assets                      |        |            | 366    |          |        |          | 724    |       |        |        | 506   |  
|                                                          
|                                                           |                                                                            |                                                                                            | Intangible asset impairment charge                     |        |            |       |          |        |          | 5,071  |       |        |        |      |  
|                                                          
|                                                           |                                                                            |                                                                                            | Gain on disposal of property, plant and
equipment, net |        |            | (98    | )        |        |          |       |       |        |        |      |  
|                                                          
|                                                           |                                                                            |                                                                                            | Deferred income taxes                                  |        |            | (645   | )        |        |          | (778   | )     |        |        | (370  | )
|                                                          
|                                                           |                                                                            |                                                                                            | Changes in assets and liabilities (next page)(1)       |        |            | (4,950 | )        |        |          | (1,013 | )     |        |        | 1,056 |  
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |        |        |      
|                                                           | Net cash (used) /provided by operating activities of
continuing operations |                                                                                            |                                                        | (3,584 | )          |        |          | 732    |          |        |       | 2,494  |       
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |        |        |      
|Cash flows from investing activities:                     
|                                                          
|                                                           |                                                                            | Additions to property, plant and equipment                                                 |                                                        |        | (1,040     | )      |          |        | (996     | )      |       |        | (773   | )    
|                                                          
|                                                           |                                                                            | Proceeds from disposal of property, plant and equipment                                    |                                                        |        | 366        |        |          |        |         |        |       |        |       |      
|                                                          
|                                                           |                                                                            | Acquisitions and earnout payments, net of cash acquired                                    |                                                        |        | (225       | )      |          |        | (1,310   | )      |       |        | (7,266 | )    
|                                                          
|                                                           |                                                                            | Cash transfer from discontinued operations (Note 2)                                        |                                                        |        | 8,683      |        |          |        |         |        |       |        |       |      
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |        |        |      
|                                                          
|                                                           | Net cash provided/ (used) by investing activities of
continuing operations |                                                                                            |                                                        | 7,784  |            |        |          | (2,306 | )        |        |       | (8,039 | )     
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |        |        |      
|Cash flows from financing activities:                     
|                                                          
|                                                           |                                                                            | Proceeds from bank line of credit borrowings                                               |                                                        |        | 6,200      |        |          |        | 18,750   |        |       |        | 14,047 |      
|                                                          
|                                                           |                                                                            | Repayment of bank line of credit borrowings                                                |                                                        |        | (15,200    | )      |          |        | (18,350  | )      |       |        | (8,297 | )    
|                                                          
|                                                           |                                                                            | Proceeds from exercise of stock options                                                    |                                                        |        | 78         |        |          |        |         |        |       |        |       |      
|                                                          
|                                                           |                                                                            | Employee stock awards                                                                      |                                                        |        | (323       | )      |          |        |         |        |       |        |       |      
|                                                          
|                                                           |                                                                            | Purchase of treasury shares                                                                |                                                        |        | (389       | )      |          |        |         |        |       |        |       |      
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |       
|                                                           | Net cash (used)/provided by financing activities
of continuing operations  |                                                                                            |                                                        | (9,634 | )          |        |          | 400    |          |        |       | 5,750  |       
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |       
|Net (decrease)/increase in cash from continuing operations |                                                                            |                                                                                            | (5,434                                                 | )      |            |        | (1,174   | )      |          |        | 205   |       
|                                                          
|Net increase in cash from discontinued operations          |                                                                            |                                                                                            | 13,961                                                 |        |            |        | 414      |        |          |        | 896   |       
|                                                          
|Less amount transferred to continuing operations           |                                                                            |                                                                                            | (8,683                                                 | )      |            |        |         |        |          |        |      |       
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |       
|Net (decrease)/increase in cash                            |                                                                            |                                                                                            | (156                                                   | )      |            |        | (760     | )      |          |        | 1,101 |       
|                                                          
|Cash and cash equivalents at beginning of year             |                                                                            |                                                                                            | 562                                                    |        |            |        | 1,322    |        |          |        | 221   |       
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |       
|Cash and cash equivalents at end of year                   |                                                                            | $                                                                                          | 406                                                    |        |            |        | 562      |        |          |        | 1,322 |       
|                                                           |                                                                            |                                                                                            |                                                        |        |            |        |          |        |          |        |       |       

(Continued)

See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES







Consolidated Statements of Cash Flows, continued
(In thousands)

|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |        |  
|-------------------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------------- | ------- | ---------- | ------- | -------- | ------- | -------- | ------- | - | ------- | - | ------ | -
|                                                         |                                                              |                                                 |         | Year ended
|                                                         |                                                              |                                                 |         |           
|                                                         |                                                              |                                                 |         | Dec. 31,   |         | Dec. 26, |         | Dec. 27,
|                                                         |                                                              |                                                 |         | 2000       |         | 1999     |         | 1998    
|                                                         |                                                              |                                                 |         |            |         |          |         |         
|Changes in continuing operations assets and liabilities
|                                                         | providing (using) cash excluding effects of
acquisitions(1):
|                                                        
|                                                         |                                                              | Receivables                                     |         | $          | (1,137  | )        |         |          | (3,663  | ) |         |   | (1,368 | )
|                                                        
|                                                         |                                                              | Prepaid expenses & other                        |         |            | 60      |          |         |          | (162    | ) |         |   | (154   | )
|                                                        
|                                                         |                                                              | Accounts payable                                |         |            | (981    | )        |         |          | 1,155   |   |         |   | 1,391  |  
|                                                        
|                                                         |                                                              | Accrued expenses                                |         |            | (2,588  | )        |         |          | 1,347   |   |         |   | 998    |  
|                                                        
|                                                         |                                                              | Other liabilities                               |         |            | (304    | )        |         |          | 310     |   |         |   | 189    |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|                                                         |                                                              | Total                                           |         | $          | (4,950  | )        |         |          | (1,013  | ) |         |   | 1,056  |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|Supplemental disclosure of cash flow information:       
|                                                        
|                                                         | Cash paid during year for:                                  
|                                                        
|                                                         |                                                              | Interest  continuing operations                |         | $          | 135     |          |         |          | 307     |   |         |   | 396    |  
|                                                        
|                                                         |                                                              | Interest  discontinued operations              |         |            | 198     |          |         |          | 325     |   |         |   | 475    |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|                                                        
|                                                         |                                                              | $                                               | 333     |            |         |          | 632     |          |         |   | 871     |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  
|                                                         |                                                              | Income taxes  continuing operations            |         | $          |        |          |         |          | 117     |   |         |   | 832    |  
|                                                        
|                                                         |                                                              | Income taxes  discontinued operations          |         |            |        |          |         |          | 288     |   |         |   | 801    |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|                                                        
|                                                         |                                                              | $                                               |        |            |         |          | 405     |          |         |   | 1,633   |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  
|                                                         | Bank line of credit:                                        
|                                                        
|                                                         |                                                              | Proceeds  continuing operations                |         | $          | 6,200   |          |         |          | 18,750  |   |         |   | 14,047 |  
|                                                        
|                                                         |                                                              | Proceeds  discontinued operations              |         |            | 5,250   |          |         |          | 12,400  |   |         |   | 10,550 |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|                                                        
|                                                         |                                                              | $                                               | 11,450  |            |         |          | 31,150  |          |         |   | 24,597  |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  
|                                                         |                                                              | Repayments  continuing operations              |         | $          | (15,200 | )        |         |          | (18,350 | ) |         |   | (8,297 | )
|                                                        
|                                                         |                                                              | Repayments  discontinued operations            |         |            | (11,900 | )        |         |          | (12,900 | ) |         |   | (9,000 | )
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |   |       
|                                                        
|                                                         |                                                              | $                                               | (27,100 | )          |         |          | (31,250 | )        |         |   | (17,297 | )
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  
|Non-cash investing and financing activities:            
|                                                        
|                                                         | Continuing operations:                                      
|                                                        
|                                                         |                                                              | Liabilities assumed in acquisition transactions |         | $          |        |          |         |          |        |   |         |   | 760    |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  
|Discontinued operations:                                
|                                                        
|                                                         |                                                              | Leases capitalized                              |         | $          |        |          |         |          | 1,148   |   |         |   |       |  
|                                                         |                                                              |                                                 |         |            |         |          |         |          |         |   |         |  

(1) Excludes changes resulting from discontinued operations.

See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES







Notes to Consolidated Financial Statements
Years ended December 31, 2000, December 26, 1999
and December 27, 1998

(1) Summary of Significant Accounting Policies



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ablest Inc. (Ablest) and subsidiaries (the Company) is primarily
engaged in staffing services. Ablest Service Corp., a wholly owned
subsidiary, focuses on providing temporary and contract staffing
solutions to businesses in the clerical, light industrial and
technology professional sectors. On January 1, 2001, Ablest Service
Corp. and Milestone Technologies Inc., its information technology
staffing subsidiary, merged into Ablest Inc. to form a single
operating company.                                                                                                                                                                               
|
| | Prior to March 13, 2000 the Company also provided industrial
maintenance services through C. H. Heist Corp. domestically and in
Canada through C. H. Heist Ltd., a wholly owned subsidiary. As
further described in note 2, the Company sold substantially all of the
assets of its industrial maintenance operations on March 13, 2000,
including the stock of C. H. Heist, Ltd. The accompanying
consolidated financial statements as of and for the year ended
December 31, 2000 separately reflect industrial maintenance operations
as a discontinued operation. The 1999 and 1998 financial statements
have been reclassified to conform to the 2000 presentation.



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Significant accounting policies followed by the Company are summarized as
follows:



|    |  |            
|--- |  | -----------
|(a) |  | Fiscal Year



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys fiscal year ends on the last Sunday of December. The
consolidated financial statements include 53 weeks for the year ended
December 31, 2000 and 52 weeks for each of the years ended December
26, 1999 and December 27, 1998.



|    |  |                            
|--- |  | ---------------------------
|(b) |  | Principles of Consolidation



| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which were wholly-owned. All
significant intercompany balances and transactions have been
eliminated in consolidation.



|    |  |                 
|--- |  | ----------------
|(c) |  | Cash Equivalents



| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | All highly liquid investments with original maturities of three months
or less are considered cash equivalents.



|    |  |                    
|--- |  | -------------------
|(d) |  | Revenue Recognition



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | Revenue and associated costs are recognized in the period the services
are provided.



|    |  |                              
|--- |  | -----------------------------
|(e) |  | Property, Plant and Equipment



| |  |                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Property, plant and equipment are stated at cost and are depreciated
over the estimated useful lives of the respective assets, principally
on the straight-line method. Leasehold improvements are amortized on
the straight-line method over the shorter of the lease term or
estimated useful life of the asset. Estimated useful lives generally
range from three to forty years.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements



|    |  |                  
|--- |  | -----------------
|(g) |  | Intangible Assets



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The values ascribed to acquired intangibles are being amortized on the
straight-line method primarily over periods of three to thirty years.
The Company regularly evaluates whether events and circumstances have
occurred that indicate the carrying amounts of intangible assets may
warrant revision or may not be recoverable. In the event of possible
impairment, the assets value will be determined by discounted
projected net cash flows of the related business.



|    |  |             
|--- |  | ------------
|(h) |  | Income Taxes



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Income taxes are accounted for by the asset and liability method.
Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to operating loss and credit carryforwards and
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized as income or expense in the period that includes the
enactment date.



|    |  |                   
|--- |  | ------------------
|(i) |  | Earnings Per Share



| |  |                                                                                                                                                                                                                                                                                                                                                              
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Basic earnings per share is computed by using the weighted average
number of common shares outstanding. Diluted earnings per share is
computed by using the weighted average number of common shares
outstanding plus the dilutive effect, if any, of stock options. The
dilutive effect of stock options was not significant for any of the
years presented.



|    |  |                             
|--- |  | ----------------------------
|(j) |  | Foreign Currency Translation



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The former Canadian subsidiary utilized the Canadian dollar as its
functional currency. Assets and liabilities were translated using
rates of exchange as of the balance sheet date at the time of the sale
and the statements of operations were translated at an average rate of
exchange through March 12, 2000. The cumulative effect of foreign
currency translation is included in the net assets of discontinued
operations.



|    |  |                 
|--- |  | ----------------
|(k) |  | Use of Estimates



| |  |                                                                                                                                                                                                              
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Management has made a number of estimates and assumptions in preparing
these financial statements to conform with generally accepted
accounting principles. Actual results could differ from those
estimates.



|    |  |                   
|--- |  | ------------------
|(l) |  | Stock Option Plans



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related
interpretations, in accounting for its fixed plan stock options. As
such, compensation expense would be recorded on the date of the grant
if the current market price of the underlying stock exceeded the
exercise price. Statement of Financial Accounting Standards (SFAS) No.
123 Accounting for Stock  Based Compensation, established
accounting and disclosure requirements using a fair value-based method
of accounting for stock-based employee compensation plans. As allowed
by SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and has
adopted the disclosure requirements of SFAS No. 123.

21



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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) Discontinued Operations



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the fourth quarter of 1999 the Company adopted a plan to dispose of
its industrial maintenance operations. On March 13, 2000 the Company
completed the sale of substantially all of the assets of the Companys
U.S. industrial maintenance operations and all the stock of its Canadian
subsidiary, C. H. Heist, Ltd., to Onyx Industrial Services, Inc. (Onyx).
Taken together, these operations comprised substantially all of the
Companys industrial maintenance business. The base selling price was
$20,000,000 in cash plus the assumption by Onyx of certain trade
liabilities. The selling price was subject to adjustment in the event
that the net assets delivered differ from a targeted amount agreed to by
the parties. Additionally, $7,000,000 of the selling price was subject
to escrow pending the formal assignment of certain customer relationships
to Onyx. Of the amount to be held in escrow, $6,000,000 was attributable
to one customer relationship. Prior to closing the sale to Onyx on
March 13, 2000, the Company obtained the necessary assignment from this
customer thereby releasing the proceeds. Based upon the 2000 activity of
the other customer assignments with Onyx, $327,000 of the remaining
escrow will not be received and, accordingly, the Company has excluded
such amount from the estimated sales price in determining the loss on
disposal of this business.
|
| | The Agreement included certain other provisions, which could result in
additional disposition costs for the Company. Such costs include
environmental remediation at certain specific industrial maintenance
branches, reimbursement of any uncollectible accounts receivable acquired
by Onyx and the payment of certain severance costs. The Company has
estimated and recorded in 1999, its net loss from the sale of its
industrial maintenance operations. Such loss included managements best
estimate of the sale proceeds, the direct costs of the transaction,
estimated costs associated with the contingencies contained in the
Agreement and the basis of disposed net assets as of the measurement
date. The actual amounts for these items and accordingly, the actual loss
from disposal may differ from the estimate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | The estimated loss on the disposal of the industrial maintenance
operations recorded in 1999 was $7,086,000 (net of tax benefit of
$2,772,000), consisting of an estimated loss on disposal of the business
of $5,509,000 and a provision of $1,577,000 for anticipated operating
losses from the measurement date to the expected disposal in March, 2000
(holding period loss). During fiscal 2000, an adjustment was made to
reduce the loss on disposal by $185,000, net of taxes. The adjustment was
based on the difference between the actual operating results, of the
discontinued operations, during the holding period to the estimate used
in the determination of the loss on sale of discontinued operations
recorded in 1999. Based on information available at this time,
management believes no additional adjustments to the loss on disposal are
required. The tax benefit recorded in connection with the loss on
disposal differs from the tax benefit calculated by using statutory rates
as a result of certain foreign currency exchange losses, net operating
losses and foreign tax credit carryforwards, which are not expected to be
realized.                                                                                                                                                                                                                                              
|
| | A summary of the operating results of discontinued operations are shown
on the follow page:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

22



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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) Discontinued Operations, continued

|                                                                                  |  |            |        |          |  |         |        |   |  |  |        | 
|--------------------------------------------------------------------------------- |  | ---------- | ------ | -------- |  | ------- | ------ | - |  |  | ------ | 
|(In thousands)                                                                    |  | Year ended
|                                                                                  |  |           
|                                                                                  |  | March 12,  |        | Dec. 26, |  | Dec.27,
|                                                                                  |  | 2000       |        | 1999     |  | 1998   
|                                                                                  |  |            |        |          |  |        
|Net service revenues                                                              |  | $          | 12,565 |          |  |         | 54,317 |   |  |  | 54,176 | 
|                                                                                  |  |            |        |          |  |         |        |   |  |  |        | 
|Income (loss) from discontinued operations
   before income tax expense (benefit) |  |            | 309    |          |  |         | (979   | ) |  |  | 537    | 
|                                                                                 
|Income tax expense (benefit)                                                      |  |            | 124    |          |  |         | (236   | ) |  |  | 119    | 
|                                                                                  |  |            |        |          |  |         |        |   |  |  |        | 
|                                                                                 
|Income (loss) from discontinued operations                                        |  | $          | 185    |          |  |         | (743   | ) |  |  | 418    | 
|                                                                                  |  |            |        |          |  |         |        |   |  |  |        | 



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company specifically allocated debt and interest expense that it
attributed to each operating business segment. The amount of interest
expense included in the income (loss) from discontinued operations was
$198,000, $325,000 and $475,000 for the fiscal years 2000, 1999 and 1998,
respectively.                 
|
| | Comprehensive loss of these operations was $216,000, $266,000 and
$234,000 in 2000, 1999 and 1998, respectively. The only item of other
comprehensive loss is foreign currency translation.                                                                                                                               
|
| | The income tax expense (benefit) attributable to discontinued operations
differs from the amount determined by applying the statutory tax rate to
income (loss) from discontinued operations before income taxes due to the
effects of higher foreign tax rates, net operating loss and tax credit
carryforwards.         
|
| | The industrial maintenance assets sold, the liabilities assumed by Onyx,
the cumulative translation adjustment attributable to C.H. Heist, Ltd.
and the accrued loss on sale have been segregated in the accompanying
consolidated balance sheets as net assets of discontinued operations.
The components are as follows:

|                                           |  |          |        |          |  |  |        |  
|------------------------------------------ |  | -------- | ------ | -------- |  |  | ------ | -
|(In thousands)                             |  | Dec. 31, |        | Dec. 26,
|                                           |  | 2000     |        | 1999    
|                                           |  |          |        |         
|Current assets                             |  | $        | 576    |          |  |  | 15,546 |  
|                                          
|Property, plant & equipment, net (note 3)  |  |          | 699    |          |  |  | 15,196 |  
|                                          
|Other assets                               |  |          |       |          |  |  | 207    |  
|                                          
|Current liabilities                        |  |          |       |          |  |  | (2,772 | )
|                                          
|Accrued loss on disposal                   |  |          | (1,001 | )        |  |  | (8,178 | )
|                                          
|Capital lease obligations                  |  |          |       |          |  |  | (746   | )
|                                          
|Deferred income tax liabilities ( note 8 ) |  |          |       |          |  |  | (577   | )
|                                          
|Foreign currency translation               |  |          |       |          |  |  | 1,758  |  
|                                           |  |          |        |          |  |  |        |  
|                                           |  | $        | 274    |          |  |  | 20,434 |  
|                                           |  |          |        |          |  |  |        |  

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3) Property, Plant and Equipment



| |                                                              
| | -------------------------------------------------------------
| | A summary of aggregate property, plant and equipment follows:

|                               |  |          |       |          |  |  |        | 
|------------------------------ |  | -------- | ----- | -------- |  |  | ------ | 
|(In thousands)                 |  | Dec. 31, |       | Dec. 26,
|                               |  | 2000     |       | 1999    
|                               |  |          |       |         
|Land                           |  | $        | 259   |          |  |  | 1,337  | 
|                              
|Building and improvements      |  |          | 684   |          |  |  | 5,499  | 
|                              
|Machinery and equipment        |  |          |      |          |  |  | 29,847 | 
|                              
|Automotive equipment           |  |          |      |          |  |  | 15,470 | 
|                              
|Office furniture and equipment |  |          | 6,522 |          |  |  | 7,996  | 
|                              
|Leasehold improvements         |  |          | 362   |          |  |  | 575    | 
|                               |  |          |       |          |  |  |        | 
|                               |  |          | 7,827 |          |  |  | 60,724 | 
|                              
|Less accumulated depreciation  |  |          | 5,267 |          |  |  | 43,315 | 
|                               |  |          |       |          |  |  |        | 
|                               |  | $        | 2,560 |          |  |  | 17,409 | 
|                               |  |          |       |          |  |  |        | 



| |                                                                 
| | ----------------------------------------------------------------
| | Net property, plant and equipment has been allocated as follows:

|                        |  |          |       |          |  |  |        | 
|----------------------- |  | -------- | ----- | -------- |  |  | ------ | 
|(In thousands)          |  | Dec. 31, |       | Dec. 26,
|                        |  | 2000     |       | 1999    
|                        |  |          |       |         
|Continuing operations   |  | $        | 1,861 |          |  |  | 2,213  | 
|                       
|Discontinued operations |  |          | 699   |          |  |  | 15,196 | 
|                        |  |          |       |          |  |  |        | 
|                        |  | $        | 2,560 |          |  |  | 17,409 | 
|                        |  |          |       |          |  |  |        | 

(4) Intangible Assets



| |                                        
| | ---------------------------------------
| | A summary of intangible assets follows:

|                                                                               |  |          |       |          |  |  |       | 
|------------------------------------------------------------------------------ |  | -------- | ----- | -------- |  |  | ----- | 
|(In thousands)                                                                 |  | Dec. 31, |       | Dec. 26,
|                                                                               |  | 2000     |       | 1999    
|                                                                               |  |          |       |         
|Goodwill, less accumulated
   amortization of $728 and $570                    |  | $        | 4,206 |          |  |  | 4,364 | 
|                                                                              
|Other intangible assets less
   accumulated amortization
   of $1,118 and $910 |  |          | 370   |          |  |  | 516   | 
|                                                                               |  |          |       |          |  |  |       | 
|                                                                               |  | $        | 4,576 |          |  |  | 4,880 | 
|                                                                               |  |          |       |          |  |  |       | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the fourth quarter of 1999 the Company recorded a pre-tax write down
of $5,071,000 of intangible assets relating to its acquired information
technology staffing companies. The intangibles, primarily goodwill, were
determined to have been impaired as a result of the loss of a major
customer in the fourth quarter of 1999, the less than anticipated
operating results of the acquired businesses and their inability to meet
the income projections that were used in determining the purchase prices
that were paid for these companies. The Company determined the amount of
the impairment by comparing the projected future discounted cash flows of
the businesses to the carrying value of the assets.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(4) Intangible Assets, continued:



| |                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discount rates used were based on a risk adjusted rate of return. Based
on the same review at December 31, 2000, no additional adjustments were
necessary to the remaining asset values.

(5) Accrued Expenses



| |                                                                     
| | --------------------------------------------------------------------
| | A summary of accrued expenses and other current liabilities follows:

|                                    |  |          |       |          |  |  |       | 
|----------------------------------- |  | -------- | ----- | -------- |  |  | ----- | 
|(In thousands)                      |  | Dec. 31, |       | Dec. 26,
|                                    |  | 2000     |       | 1999    
|                                    |  |          |       |         
|Payroll and other compensation      |  | $        | 2,071 |          |  |  | 2,602 | 
|                                   
|Insurance                           |  |          | 2,384 |          |  |  | 2,956 | 
|                                   
|Acquisition earnout costs (note 11) |  |          |      |          |  |  | 225   | 
|                                   
|Other                               |  |          | 180   |          |  |  | 1,440 | 
|                                    |  |          |       |          |  |  |       | 
|                                    |  | $        | 4,635 |          |  |  | 7,223 | 
|                                    |  |          |       |          |  |  |       | 

(6) Indebtedness



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2000, the Company had a $25,000,000 unsecured bank line
of credit under a revolving credit agreement. The interest rate on
borrowings under the line of credit was elected weekly by the Company and
was either (i) the banks prime rate or (ii) the Secondary Market
Certificate of Deposit (CD) Rate plus 3/4%. The rate in effect at
December 31, 2000 was 7.275%. On July 31, 2001, the Company has the
option of converting the then outstanding borrowings to a term loan,
payable in twenty equal quarterly installments beginning August 1, 2002
and bearing interest at either (i) the banks prime rate plus 1/2% or
(ii) the Secondary Market CD Rate plus 1-1/2%. If converted, the company
continues electing, on a weekly basis, the interest rate to be charged.
The revolving credit agreement contains working capital requirements, and
limits the amount of liabilities, capital expenditures and payment of
cash dividends. Under the most restrictive of these provisions,
$1,000,000 of retained earnings is free of dividend restrictions at
December 31, 2000. Due to the sale of the industrial maintenance
operations, the Company was not in compliance with certain of the
covenants included in the agreement and as such obtained a waiver from
the bank. The Company also pays a commitment fee of 1/8% per annum on the
average daily unused portion. Compensating balances, may be, but were
not required, to be maintained.
|
| | A portion of the proceeds from the sale of the industrial maintenance
operations were used to pay the then outstanding balance owing on the
revolving term loan agreement on March 14, 2000. The outstanding balance
at that time was $15,950,000 and was allocated $6,750,000 to continuing
operations and $9,200,000 to discontinued operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Effective for 2001, the Revolving Term Loan Agreement between the Company
and Manufacturers and Traders Trust Company dated August 21, 1995 was
reduced to $5,000,000 and is set to mature on August 1, 2001. All other
terms and conditions of the original loan agreement remain unchanged. The
Company is in the process of replacing the existing credit facility with
one that is more in line with the needs of a staffing company and
anticipates having the new facility available by July 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | At December 31, 2000 there was $150,000 owing against the term loan
agreement which was classified as a short term liability due to the
agreement maturity date of August 1, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On May 5, 2000, the Company reserved 100,000 common shares for issuance in
conjunction with its 2000 Independent Directors Stock Option Plan, (the
Plan). The purpose of the Plan is to strengthen the alignment of interest
between the independent directors and the shareholders of Ablest Inc. through
increased ownership by the independent directors of the Companys common stock.
The Plan provides for the granting of options to purchase 6,000 shares of
common stock on the date of the respective directors election to the board of
directors and for the granting of options to purchase 1,500 common shares each
time he or she is re-elected to the board. The price per share deliverable upon
exercise is equal to 100% of the fair market value of the shares on the date
the option is granted. The initial grant of options to purchase 6,000 common
shares is exercisable in three equal, annual installments on the first, second
and third anniversary of the grant thereof. All subsequent grants are
exercisable on the first anniversary of the grant thereof. The term of each
grant is 10 years from the date it is granted.



| |                                            
| | -------------------------------------------
| | A summary of stock option activity follows:

|                                 |  |         |        |                |  |             |      |         |  |  |   | 
|-------------------------------- |  | ------- | ------ | -------------- |  | ----------- | ---- | ------- |  |  | - | 
|                                 |  |         |        |                |  | Weighted    |      | Options
|                                 |  | Stock   |        | Average        |  | Exercisable
|                                 |  | Options |        | Exercise price |  | at year end
|                                 |  |         |        |                |  |            
|Outstanding at December 31, 2000 |  |         | 24,000 |                |  | $           | 5.06 |         |  |  |  | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At its regularly scheduled board of directors meeting held on August 23, 2000,
the board approved the Ablest Inc. Option to Ownership Program, (the
Program). The Program provides for the surrendering of stock options issued
under the Companys 1991 Stock Option Plan and the Companys 1996 Leveraged
Stock Option Plan and the purchase of restricted common stock of the Company
through delivery of a full recourse promissory note in an amount equal to the
aggregate purchase price of the common stock issued. The per share purchase
price of the common stock issued was equal to the fair market value of the
common stock on October 9, 2000 (the effective date of the Program). The number
of common shares issued to each Program participant was based on a conversion
factor determined by calculating the value of the various option grants
previously issued, using the Black-Scholes Method, divided by the fair market
price of the common stock available to purchase. A total of 234,716 option
shares were surrendered and 55,313 common shares issued. The shares issued
under the Program will be accounted for under variable plan accounting, as
defined in SFAS No. 123. As such, compensation expense may result in future
periods in the event that the fair value of common shares increases or in the
event the promissory notes are forgiven.
|
| | The Company had reserved 375,000 common shares for issuance in conjunction
with its 1991 Stock Option Plan (Plan). The Plan provided for the granting of
incentive stock options and/or non qualified options to officers and key
employees to purchase shares of common stock at a price not less than the fair
market value of the stock on the dates options were granted. Such options were
exercisable at such time or times as may be determined by the Compensation
Committee of the Board of Directors and generally expired no more than ten
years after grant. Options vested and became fully exercisable six months
after the grant date. During the current year 39,407 options expired and 58,336
options were converted to common shares under the Option to Ownership Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | A summary of stock option activity follows on the next page.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans, continued:

|                            |  |               |         |       |  |                  |      |                     |  |  |         | 
|--------------------------- |  | ------------- | ------- | ----- |  | ---------------- | ---- | ------------------- |  |  | ------- | 
|                            |  |               |         |       |  | Weighted         |      | Options            
|                            |  |               |         |       |  | average exercise |      | exercisable at year
|                            |  | Stock Options |         | price |  | end             
|                            |  |               |         |       |  |                 
|Outstanding Dec. 27, 1997   |  |               | 169,484 |       |  | $                | 7.70 |                     |  |  | 169,484 | 
|                           
|Canceled or expired         |  |               | (3,396  | )     |  |                  | 7.98 |                    
|                            |  |               |         |      
|Outstanding Dec. 27, 1998   |  |               | 166,088 |       |  |                  | 7.69 |                     |  |  | 166,088 | 
|                           
|Canceled or expired         |  |               | (3,812  | )     |  |                  | 7.70 |                    
|                            |  |               |         |      
|Outstanding Dec. 26, 1999   |  |               | 162,276 |       |  |                  | 7.69 |                     |  |  | 162,276 | 
|                           
|Canceled or expired         |  |               | (51,461 | )     |  |                  | 7.55 |                    
|                           
|Exercised                   |  |               | (11,000 | )     |  |                  | 7.08 |                    
|                           
|Option to Ownership Program |  |               | (58,336 | )     |  | $                | 7.57 |                    
|                            |  |               |         |      
|Outstanding Dec. 31, 2000   |  |               | 41,479  |       |  | $                | 8.02 |                     |  |  | 41,479  | 
|                            |  |               |         |      

At December 31, 2000, the range of exercise prices was $6.94  $10.13. The
remaining outstanding option grants pertain to retired, former key employees of
the company and have no expiration date attached to them.

In May 1996, the Companys shareholders approved the adoption of a Leveraged
Stock Option Plan (Leveraged Plan) for key employees. The Leveraged Plan
authorized the issuance of options covering up to 375,000 shares of common
stock. Pursuant to the Leveraged Plan, 10% of a participants annual incentive
compensation payment was made in the form of stock options, which were granted
following the end of the fiscal year. The number of options and the exercise
price were based on the average market price per share of common stock for the
ten days prior to the calendar year end for which the option was granted. The
exercise price of the options was subject to escalation at 8% per year over the
original option price. Options vested after three years and were exercisable
over a ten-year period from the date of grant. The Compensation Committee of
the Board of Directors established the percentage of the compensation to be
applied towards the options and the escalation percentage of the exercise
price.

Effective in 2000, the Leveraged Stock Option Plan was terminated.

A summary of Leveraged Plan option activity is on the following page.

27



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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans, continued

|                            |  |               |          |       |  |                  |      |          |  |              |      | 
|--------------------------- |  | ------------- | -------- | ----- |  | ---------------- | ---- | -------- |  | ------------ | ---- | 
|                            |  |               |          |       |  |                  |      |          |  | Weighted    
|                            |  |               |          |       |  |                  |      |          |  | average fair
|                            |  |               |          |       |  | Weighted         |      | value of
|                            |  |               |          |       |  | average exercise |      | option  
|                            |  | Stock Options |          | price |  | granted         
|                            |  |               |          |       |  |                 
|Outstanding Dec. 28, 1997   |  |               | 33,583   |       |  | $                | 6.22 |         
|
|Granted                     |  |               | 38,803   |       |  |                  | 7.02 |          |  | $            | 2.54 | 
|                            |  |               |          |      
|Outstanding Dec. 27, 1998   |  |               | 72,386   |       |  |                  | 6.88 |         
|                           
|Granted                     |  |               | 74,117   |       |  |                  | 6.34 |          |  |              | 1.82 | 
|                            |  |               |          |      
|Outstanding Dec. 26, 1999   |  |               | 146,503  |       |  |                  | 6.88 |         
|                           
|Granted                     |  |               | 65,429   |       |  |                  | 5.92 |          |  |              | 1.42 | 
|
|Canceled or expired         |  |               | (35,552  | )     |  |                  | 7.64 |         
|
|Option to Ownership Program |  |               | (176,380 | )     |  | $                | 6.95 |         
|                            |  |               |          |      
|Outstanding Dec. 31, 2000   |  |               |         |       |  |                  |     |         
|                            |  |               |          |      



| |                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair value of the options were determined using a Black-Scholes
option pricing model. The various factors used in each years calculation
were: dividend yield of 0%, volatility of 21.9%, risk free dividend rate
of 0% (10 year treasury rate less 8% (exercise price % increase each
year) is less then 0%), forfeiture rate of 0% and expected life of 10
years.
|
| | Based on the fair value of all options at the grant date, the Companys
net earnings (loss) and earnings (loss) per share from continuing
operations would have been reduced to the pro forma amounts indicated
below:                                                                                                                                                 

|                                      |  |             |  |            |     |          |  |          |         |  |  |  |     | 
|------------------------------------- |  | ----------- |  | ---------- | --- | -------- |  | -------- | ------- |  |  |  | --- | 
|(In thousands, except per share data) |  |             |  | Year ended
|                                      |  |             |  |           
|                                      |  |             |  | Dec. 21,   |     | Dec. 26, |  | Dec. 27,
|                                      |  |             |  | 2000       |     | 1999     |  | 1998    
|                                      |  |             |  |            |     |          |  |         
|Net earnings (loss) from              |  | As reported |  | $          | 592 |          |  |          | (3,956) |  |  |  | 876 | 
|
|Continuing operations                 |  | Pro forma   |  |            | 499 |          |  |          | (4,016) |  |  |  | 842 | 
|
|Basic and diluted net earnings (loss) |  | As reported |  | $          | .21 |          |  |          | (1.37)  |  |  |  | .30 | 
|
|per share from continuing operations  |  | Pro forma   |  |            | .17 |          |  |          | (1.39)  |  |  |  | .29 | 

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes



| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | The components and allocation of the total provision for income tax
expense (benefit) are as follows:

|                            |         |                |            |          |     |          |        |          |        |   |     |      |       |  
|--------------------------- | ------- | -------------- | ---------- | -------- | --- | -------- | ------ | -------- | ------ | - | --- | ---- | ----- | -
|(In thousands)              |         |                | Year ended
|                            |         |               
|                            |         |                |            | Dec. 31, |     | Dec. 26, |        | Dec. 27,
|                            |         |                |            | 2000     |     | 1999     |        | 1998    
|                            |         |                |            |          |     |          |        |         
|Current expense (benefit): 
|                           
|                            | Federal |                | $          | 105      |     |          |        | (13      | )      |   |     | 655  |      
|                           
|                            | State   |                |            | 18       |     |          |        | 66       |        |   |     | 75   |      
|                           
|                            | Foreign |                |            |          |     |          |        | 150      |        |   |     | 453  |      
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|                            |         | Total current  |            |          | 123 |          |        |          | 203    |   |     |      | 1,183 |  
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|Deferred expense (benefit):
|                           
|                            | Federal |                |            | 386      |     |          |        | (3,121   | )      |   |     | (167 | )    
|                           
|                            | State   |                |            | 132      |     |          |        | (70      | )      |   |     | (173 | )    
|                           
|                            | Foreign |                |            | 97       |     |          |        | 48       |        |   |     | 1    |      
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|                            |         | Total deferred |            |          | 615 |          |        |          | (3,143 | ) |     |      | (340  | )
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|                            |         | $              | 738        |          |     |          | (2,940 | )        |        |   | 843 |     
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|Continuing operations       |         | $              | 615        |          |     |          | 68     |          |        |   | 724 |     
|                           
|Discontinued operations     |         |                | 123        |          |     |          | (3,008 | )        |        |   | 119 |     
|                            |         |                |            |          |     |          |        |          |        |   |     |     
|                            |         | $              | 738        |          |     |          | (2,940 | )        |        |   | 843 |     
|                            |         |                |            |          |     |          |        |          |        |   |     |     

| |                                                                           
| | --------------------------------------------------------------------------
| | The source of aggregate earnings (loss) before income taxes is as
follows:

|                                     |                          |            |       |          |       |          |         |          |         |   |       |  |       |  
|------------------------------------ | ------------------------ | ---------- | ----- | -------- | ----- | -------- | ------- | -------- | ------- | - | ----- |  | ----- | -
|(In thousands)                       |                          | Year ended
|                                     |                          |           
|                                     |                          |            |       | Dec. 31, |       | Dec. 26, |         | Dec. 27,
|                                     |                          |            |       | 2000     |       | 1999     |         | 1998    
|                                     |                          |            |       |          |       |          |         |         
|Earnings (loss) before income taxes:
|                                    
|                                     | Continuing operations:  
|                                    
|                                     |                          | Domestic   |       | $        | 1,207 |          |         |          | (3,888  | ) |       |  | 1,600 |  
|                                     |                          |            |       |          |       |          |         |          |         |   |       | 
|                                     | Discontinued operations:
|                                    
|                                     |                          | Domestic   |       |          | 138   |          |         |          | (11,225 | ) |       |  | (439  | )
|                                    
|                                     |                          | Foreign    |       |          | 171   |          |         |          | 388     |   |       |  | 976   |  
|                                     |                          |            |       |          |       |          |         |          |         |   |       | 
|                                    
|                                     |                          |            | 309   |          |       |          | (10,837 | )        |         |   | 537   | 
|                                     |                          |            |       |          |       |          |         |          |         |   |       | 
|                                     |                          | $          | 1,516 |          |       |          | (14,725 | )        |         |   | 2,137 | 
|                                     |                          |            |       |          |       |          |         |          |         |   |       | 

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes, continued



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Actual income taxes from continuing operations differ from the expected
taxes (computed by applying the U.S. Federal corporate tax rate of 34% to
earnings (loss) before income taxes) as follows:

|                              |                                       |                                           |      |          |     |  |  |  |  |          |        |       |    |  |  |          |  |  |      |    |    |  |  |  |  | 
|----------------------------- | ------------------------------------- | ----------------------------------------- | ---- | -------- | --- |  |  |  |  | -------- | ------ | ----- | -- |  |  | -------- |  |  | ---- | -- | -- |  |  |  |  | 
|(In thousands)                |                                       | Year ended                               
|                              |                                       |                                          
|                              |                                       |                                           |      | Dec. 31, |     |  |  |  |  | Dec. 26, |        |       |    |  |  | Dec. 27,
|                              |                                       |                                           |      | 2000     |     |  |  |  |  | 1999     |        |       |    |  |  | 1998    
|                              |                                       |                                           |      |          |     |  |  |  |  |          |        |       |    |  |  |         
|Computed expected tax expense |                                       | $                                         | 417  |          |     |  |  |  |  |          | (1,322 | )     |    |  |  |          |  |  | 544  |   
|                             
|Adjustments resulting from:  
|                             
|                              | State tax, net of Federal tax benefit |                                           |      | 31       |     |  |  |  |  |          |        | 1     |    |  |  |          |  |  |      | 52 |   
|                             
|                              | Goodwill amortization and impairment  |                                           |      | 12       |     |  |  |  |  |          |        | 1,287 |    |  |  |          |  |  |      | 62 |   
|                             
|                              | Meals & entertainment                 |                                           |      | 32       |     |  |  |  |  |          |        | 47    |    |  |  |          |  |  |      | 31 |   
|                             
|                              |                                       | Change in estimate for tax benefit, other |      |          | 123 |  |  |  |  |          |        |       | 55 |  |  |          |  |  |      |    | 35 | 
|                              |                                       |                                           |      |          |     |  |  |  |  |          |        |       |    |  |  |          |  |  |      |   
|                              |                                       | $                                         | 615  |          |     |  |  |  |  |          | 68     |       |    |  |  |          |  |  | 724  |   
|                              |                                       |                                           |      |          |     |  |  |  |  |          |        |       |    |  |  |          |  |  |      |   
|Effective tax rate            |                                       |                                           | 50.9 | %        |     |  |  |  |  |          | (1.7   | )%    |    |  |  |          |  |  | 45.3 | % 
|                              |                                       |                                           |      |          |     |  |  |  |  |          |        |       |    |  |  |          |  |  |      |   



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | The tax effects of temporary differences that give rise to the aggregate
deferred tax assets and liabilities are as follows:

|                          |                                                 |                                          |                                            |          |        |    |        |        |        |       | 
|------------------------- | ----------------------------------------------- | ---------------------------------------- | ------------------------------------------ | -------- | ------ | -- | ------ | ------ | ------ | ----- | 
|(In thousands)            |                                                 | Dec. 31,                                 |                                            | Dec. 26,
|                          |                                                 | 2000                                     |                                            | 1999    
|                          |                                                 |                                          |                                            |          |        |    |       
|Deferred tax assets:     
|                         
|                          |                                                 | Allowance for doubtful receivables       |                                            | $        | 125    |    |        |        | 165    |      
|                         
|                          |                                                 | Accrued insurance expense                |                                            |          | 967    |    |        |        | 796    |      
|                         
|                          |                                                 | Accrued loss on disposal                 |                                            |          | 353    |    |        |        | 2,623  |      
|                         
|                          |                                                 | Accumulated amortization of other assets |                                            |          | 656    |    |        |        | 675    |      
|                         
|                          |                                                 |                                          | Foreign tax and other credit carryforwards |          |        | 24 |        |        |        | 9,297 | 
|                         
|                          |                                                 | Operating loss carryforwards             |                                            |          | 2,657  |    |        |        | 656    |      
|                         
|                          |                                                 | Other                                    |                                            |          | 158    |    |        |        | 550    |      
|                          |                                                 |                                          |                                            |          |        |    |        |       
|                         
|                          |                                                 |                                          | 4,940                                      |          |        |    | 14,762 |       
|                         
|                          |                                                 | Valuation allowances                     |                                            |          | (1,044 | )  |        |        | (3,682 | )    
|                          |                                                 |                                          |                                            |          |        |    |        |       
|                         
|                          |                                                 |                                          | 3,896                                      |          |        |    | 11,080 |       
|                          |                                                 |                                          |                                            |          |        |    |        |       
|Deferred tax liabilities:
|                         
|                          | Accumulated depreciation of plant and equipment |                                          |                                            | (735     | )      |    |        | (711   | )     
|                         
|                          | Undistributed earnings of foreign subsidiary    |                                          |                                            |         |        |    |        | (6,593 | )     
|                          |                                                 |                                          |                                            |          |        |    |        |       
|                         
|                          |                                                 |                                          | (735                                       | )        |        |    | (7,304 | )     
|                          |                                                 |                                          |                                            |          |        |    |        |       
|Net deferred tax assets   |                                                 | $                                        | 3,161                                      |          |        |    | 3,776  |       
|                          |                                                 |                                          |                                            |          |        |    |        |       

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes, continued



| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | Net deferred tax assets are allocated between continuing and discontinued
operations as follows:

|                         |                                    |                                       |   |          |       |          |  |       |       | 
|------------------------ | ---------------------------------- | ------------------------------------- | - | -------- | ----- | -------- |  | ----- | ----- | 
|                         |                                    |                                       |   | Dec. 31, |       | Dec. 26,
|                         |                                    |                                       |   | 2000     |       | 1999    
|                         |                                    |                                       |   |          |       |         
|Continuing operations:  
|                        
|                         | Current deferred tax assets        |                                       | $ | 2,549    |       |          |  | 1,100 |      
|                        
|                         | Long-term deferred tax assets      |                                       |   | 105      |       |          |  | 909   |      
|                         |                                    |                                       |   |          |       |          |  |      
|                        
|                         |                                    | Net deferred tax assets               |   |          | 2,654 |          |  |       | 2,009 | 
|                         |                                    |                                       |   |          |       |          |  |      
|Discontinued operations:
|                        
|                         | Current deferred tax assets        |                                       |   | 507      |       |          |  | 2,344 |      
|                        
|                         | Long-term deferred tax liabilities |                                       |   |         |       |          |  | (577  | )    
|                         |                                    |                                       |   |          |       |          |  |      
|                        
|                         |                                    | Net deferred tax assets (liabilities) |   |          | 507   |          |  |       | 1,767 | 
|                         |                                    |                                       |   |          |       |          |  |      
|                         |                                    | Net deferred tax assets               |   | $        | 3,161 |          |  |       | 3,776 | 
|                         |                                    |                                       |   |          |       |          |  |      



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In assessing the realizability of deferred tax assets, management
considers, within each taxing jurisdiction, whether it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, and tax planning strategies
in making this assessment. Based upon the level of historical taxable
income and projections for future taxable income over the years in which
the deferred tax assets are deductible, management has provided valuation
allowances for those deferred tax assets that are not expected to be
realized. The valuation allowance declined in 2000 primarily as a result
of recognizing the undistributed earnings of the Companys foreign
subsidiary.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) Employee Benefit Plans



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company had two qualified noncontributory defined benefit pension
plans covering substantially all of its non-bargaining unit personnel in
the United States. There is one plan for employees of each business
segment, staffing and industrial maintenance. The benefits are based on
years of service and the employees average compensation during
employment. Pension costs are funded as required by applicable
regulations. Plan assets are invested in a diversified portfolio, which
included common stocks, bond and mortgage obligations, insurance
contracts and money market funds.
|
| | On January 15, 1999, the Company announced its intention to terminate its
qualified noncontributory defined benefit pension plans covering
substantially all of its non-bargaining unit personnel in the United
States. The net assets of the plans will be allocated, as prescribed by
ERISA and its related regulations. The Company recognized $281,000 of
curtailment gains in 1999 of which $167,000 was included in continuing
operations.                                                                                                                                                    
|
| | The following tables set forth the funded status of the plans at the
October 1, 1999 measurement date and the components of pension expense. A
true-up of the assets and benefits will occur in fiscal 2001 when the
assets of the respective plans are distributed to the plan participants
as prescribed by ERISA.
Management believes that the true-up will not require a material
adjustment to earning in 2001.                                                                                                                                                                                

|                                     |                                                |                                        |                                |                                          |      |      |       | 
|------------------------------------ | ---------------------------------------------- | -------------------------------------- | ------------------------------ | ---------------------------------------- | ---- | ---- | ----- | 
|(In thousands)                       |                                                | Dec. 26,                              
|                                     |                                                | 1999                                  
|                                     |                                                |                                        |                                |                                          |      |     
|Change in benefit obligation:       
|                                    
|                                     | Benefit obligation at beginning of year        |                                        | $                              | 5,044                                    |     
|                                    
|                                     |                                                |                                        | Service cost                   |                                          |      | 211  |      
|                                    
|                                     |                                                |                                        | Interest                       |                                          |      | 222  |      
|                                    
|                                     |                                                |                                        | Actuarial (gain) loss          |                                          |      | (544 | )    
|                                    
|                                     |                                                |                                        | Benefits paid                  |                                          |      | (48  | )    
|                                    
|                                     |                                                |                                        | Effect of curtailment          |                                          |      | (864 | )    
|                                     |                                                |                                        |                                |                                         
|                                    
|                                     |                                                |                                        |                                | Benefit obligation at end of year        |      | $    | 4,021 | 
|                                     |                                                |                                        |                                |                                         
|Change in plan assets:              
|                                    
|                                     | Fair value of plan assets at beginning of year |                                        | $                              | 4,153                                    |     
|                                    
|                                     |                                                |                                        | Actual return on plan assets   |                                          |      | 252  |      
|                                    
|                                     |                                                |                                        | Company contributions          |                                          |      | 215  |      
|                                    
|                                     |                                                |                                        | Benefits paid                  |                                          |      | (48  | )    
|                                     |                                                |                                        |                                |                                         
|                                    
|                                     |                                                |                                        |                                | Fair value of plan assets at end of year |      | $    | 4,572 | 
|                                     |                                                |                                        |                                |                                         
|Reconciliation of funded status:    
|                                    
|                                     |                                                | Funded status (underfunded)/overfunded |                                | $                                        | 551  |     
|                                    
|                                     |                                                | Unrecognized net actuarial (gain)/loss |                                |                                          | (385 | )   
|                                     |                                                |                                        |                                |                                         
|                                    
|                                     |                                                |                                        | Prepaid (accrued) benefit cost |                                          | $    | 166  |      
|                                     |                                                |                                        |                                |                                         
|Principal actuarial assumptions are:
|                                    
|                                     | Weighted average discount rate                 |                                        |                                | 6.0                                      | %   
|                                    
|                                     | Weighted average return on plan assets         |                                        |                                | 7.9                                      | %   
|                                    
|                                     | Rate of compensation increase                  |                                        |                                | 3.9                                      | %   

32



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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) Employee Benefit Plans, continued

|                 |                                       |                       |   |          |      |          |  |      |     | 
|---------------- | ------------------------------------- | --------------------- | - | -------- | ---- | -------- |  | ---- | --- | 
|(In thousands)   |                                       | Year ended           
|                 |                                       |                      
|                 |                                       |                       |   | Dec. 26, |      | Dec. 27,
|                 |                                       |                       |   | 1999     |      | 1998    
|                 |                                       |                       |   |          |      |         
|Pension expense:
|                
|                 | Service cost                          |                       | $ | 211      |      |          |  | 467  |    
|                
|                 | Interest cost                         |                       |   | 222      |      |          |  | 232  |    
|                
|                 | Expected return on plan assets        |                       |   | (333     | )    |          |  | (292 | )  
|                
|                 | Recognized net actuarial loss         |                       |   |         |      |          |  | (39  | )  
|                
|                 | Amortization of transition obligation |                       |   |         |      |          |  | 3    |    
|                
|                 | Amortization of prior service costs   |                       |   |         |      |          |  | 62   |    
|                
|                 | Curtailment gains                     |                       |   | (281     | )    |          |  |     |    
|                 |                                       |                       |   |          |      |          |  |     
|                 |                                       | Total pension expense |   | $        | (180 | )        |  |      | 433 | 
|                 |                                       |                       |   |          |      |          |  |     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company currently maintains a qualified defined contribution plan
covering the non-bargaining unit employees in the United States. The
Company matches the contributions of participating employees, with a
maximum contribution limit, on the basis of the percentages specified in
the plan. The matching contributions were $351,000, $270,000 and $47,000
in 2000, 1999 and 1998 respectively. Of these amounts $305,000, $150,000
and $15,000 were allocated to continuing operations.

(10) Industry Segments



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective with the March 13, 2000 sale of its industrial maintenance
operations, the Companys sole business is in providing staffing services
on a temporary and contract basis. Management of the Company views its
operations as having two operating segments: Commercial staffing
services, consisting mostly of clerical and light industrial staffing
services and Technology staffing services, consisting mostly of
programmers, and systems documentation services. Staffing services for
both segments are provided throughout the eastern United States and
select southwestern U.S. markets.
|
| | Corporate assets not allocated consist primarily of cash equivalents.
There are no cash equivalents as of December 31, 2000. Operating segment
data as of and for each of the years ended December 31, 2000, December
26, 1999 and December 27, 1998 are provided on the following page.                                                                                                                                                                                                                                                                                                                 

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(10) Industry Segments, continued

|                                             |                                    |             |              |          |        |          |        |        |        |        |        |        |       |        | 
|-------------------------------------------- | ---------------------------------- | ----------- | ------------ | -------- | ------ | -------- | ------ | ------ | ------ | ------ | ------ | ------ | ----- | ------ | 
|(In thousands)                               |                                    | Dec. 31,    |              | Dec. 26, |        | Dec. 27,
|                                             |                                    | 2000        |              | 1999     |        | 1998    
|                                             |                                    |             |              |          |        |          |        |        |       
|Commercial Staffing Services:               
|                                            
|                                             | Net revenues                       |             | $            | 88,219   |        |          |        | 76,546 |        |        |        | 59,756 |      
|                                            
|                                             | Cost of services                   |             |              | 69,339   |        |          |        | 59,610 |        |        |        | 46,536 |      
|                                             |                                    |             |              |          |        |          |        |        |        |        |        |       
|                                             |                                    |             | Gross profit |          |        | 18,880   |        |        |        | 16,936 |        |        |       | 13,220 | 
|                                            
|                                             | Selling, general & administrative: |             |              | 11,389   |        |          |        | 9,247  |        |        |        | 7,038  |      
|                                             |                                    |             |              |          |        |          |        |        |        |        |        |       
|                                             | Operating income                   |             |              | 7,493    |        |          |        | 7,689  |        |        |        | 6,182  |      
|                                            
|                                             | Amortization                       |             |              |         |        |          |        |       |        |        |        |       |      
|                                            
|                                             |                                    | Receivables |              | $        | 12,594 |          |        |        | 11,285 |        |        |        | 7,177 |       
|                                            
|Information Technology Services
Net revenues |                                    | $           | 15,216       |          |        |          | 21,548 |        |        |        | 18,715 |       
|                                            
|                                             | Cost of services                   |             |              | 11,366   |        |          |        | 16,165 |        |        |        | 13,882 |      
|                                             |                                    |             |              |          |        |          |        |        |        |        |        |       
|                                             |                                    |             | Gross profit |          |        | 3,850    |        |        |        | 5,383  |        |        |       | 4,833  | 
|                                            
|                                             | Selling, general & administrative: |             |              | 2,474    |        |          |        | 3,514  |        |        |        | 2,722  |      
|                                             |                                    |             |              |          |        |          |        |        |        |        |        |       
|                                             | Operating income                   |             |              | 1,376    |        |          |        | 1,869  |        |        |        | 2,111  |      
|                                            
|                                             | Amortization                       |             |              | 366      |        |          |        | 724    |        |        |        | 506    |      
|                                            
|                                             |                                    | Receivables |              | $        | 2,316  |          |        |        | 2,434  |        |        |        | 2,552 |       



| |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Operating income on this segment statement differs from the operating
income reported on the Consolidated Statement of Operations because it
does not include some corporate expenses. These corporate items include
costs associated with providing executive, administrative, information
technology and human resource services to field operations. These costs
are not allocated to the operating segments.

(11) Acquisitions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Between September 1996 and November 1998 the Company acquired five
information technology staffing businesses in various regions of the
United States. These acquisitions were accounted for by the purchase
method of accounting and accordingly, the results of operations since the
respective dates of acquisition are included in the consolidated
statements of operations. The purchase prices have been allocated to
assets acquired and liabilities assumed based on their fair values at the
acquisition date. Including earnout payments, the aggregate purchase
price for these acquisitions was $13,179,000 and was primarily paid in
cash. In 1999, the Company recorded an impairment charge related to the
intangible assets acquired in these transactions (note 4).

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) Lease Commitments



| |                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company and its subsidiaries occupy certain facilities under noncancellable
operating lease arrangements. Expenses under such arrangements amounted to
$1,247,000, $1,234,000 and $1,064,000 in 2000, 1999 and 1998, respectively, of
which $1,220,000, $947,000 and $772,000, respectively relate to continuing
operations.



| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In addition, the Company leases certain automotive and office equipment under
noncancellable operating lease arrangements, which provide for minimum monthly
rental payments. Expenses under such arrangements amounted to $446,000,
$814,000 and $924,000 in 2000, 1999, and 1998, respectively of which $273,000,
$238,000 and $270,000, respectively, relate to continuing operations.



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Management expects that in the normal course of its continuing operations, new
leases will replace leases that expire. Real estate taxes, insurance and
maintenance expenses are obligations of the Company.



| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | A summary of future minimum operating lease payments for continuing operations
at December 31, 2000 follows:

|               |  |          |       |           |  |   |     | 
|-------------- |  | -------- | ----- | --------- |  | - | --- | 
|(In thousands)
|               |  | Real    
|Year           |  | Property |       | Equipment
|               |  |          |       |          
|2001           |  | $        | 1,043 |           |  | $ | 220 | 
|              
|2002           |  |          | 834   |           |  |   | 149 | 
|              
|2003           |  |          | 667   |           |  |   | 97  | 
|              
|2004           |  |          | 489   |           |  |   | 11  | 

(13) Contingencies



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is subject, from time to time, to claims encountered in the normal
course of business. In the opinion of management, the resolution of all
pending matters will not have a material adverse effect on the Companys
financial condition or liquidity.

(14) Re-incorporation



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 6, 2000, the shareholders approved an Agreement and Plan of Merger
(the Merger Agreement) effecting a re-incorporation (the Re-incorporation) of
the C.H. Heist Corp. by merger into Ablest Inc., a Delaware corporation
(Delaware Company) formed for the Re-incorporation and as a result, C.H. Heist
Corp.s name was changed to Ablest Inc. The Re-incorporation was effective
upon the filing of related documentation in Delaware and New York after the
consummation of the Agreement with Onyx, all of which occurred on March 13,
2000.
|
| | Upon completion of the merger, (i) C.H. Heist Corp. ceased to exist, (ii) the
Delaware Company continued to operate the business of the Company under the
name Ablest Inc., (iii) the shareholders of the Company automatically became
the shareholders of the Delaware Company, (iv) the business is governed under
the laws of Delaware rather than New York, (v) options to purchase common
shares of the Company automatically converted into options to acquire an equal
number of shares of the Delaware                                           

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(14) Re-incorporation, continued:



| |                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Companys common stock, and (vi) no change occurred in the business,
management, assets, liabilities or net worth of the Company as such existed
immediately following consummation of the Agreement with Onyx.



| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Each outstanding common share of the Company, $.05 par value, automatically
converted pro-rata into one share of the Delaware Company common stock,
$.05 par value. The Delaware Companys bylaws and charter authorize the
issuance of 7,500,000 shares of common stock and 500,000 shares of
preferred stock.

(15) Subsequent event



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 1, 2001, the Companys subsidiaries Ablest Service Corp. (a
Delaware corporation), Milestone Technologies, Inc. (an Arizona
corporation) and PLP Corp. (an Alabama corporation) were formally merged
into Ablest Inc. (a Delaware corporation), to form a single operating
company under the Ablest Inc. name. The outstanding shares of the merging
corporations were cancelled and no shares of Ablest Inc. were issued in
exchange. The outstanding shares of Ablest Inc. remain outstanding and are
not affected by the merger.

36



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##### Table of Contents









ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.







PART III







ITEM 10. Directors and Executive Officers of the Registrant

The information in response to this item is hereby incorporated by reference to
the information under the caption Nominees for Directors presented in the
Companys definitive proxy statement to be filed with the Securities and
Exchange Commission and used in connection with the solicitation of proxies for
the Companys annual meeting of shareholders to be held on May 10, 2001, (the
Proxy Statement) except insofar as information with respect to executive
officers is presented in Part I hereof.







ITEM 11. Executive Compensation

The information in response to this item is hereby incorporated by reference to
the information under the caption Compensation of Executive Officers
presented in the Companys Proxy Statement provided, however, that information
appearing in the Proxy Statement under the headings Report on Executive
Compensation by the Compensation Committee and Board of Directors, Common
Stock Performance and Report of Audit Committee is not incorporated herein
and should not be deemed to be included in this document for any purposes.







ITEM 12. Security Ownership of Certain Beneficial Owners and Management

The information in response to this item is hereby incorporated by reference to
the information under the caption Security Ownership of Certain Beneficial
Owners and Management presented in the Companys Proxy Statement.







ITEM 13. Certain Relationships and Related Transactions

The information in response to this item is hereby incorporated by reference to
the information under the caption Certain Transactions presented in the
Companys Proxy Statement.







PART IV







ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this Report:



| |                                       
| | --------------------------------------
| | (1) Financial Statements and Schedules



| |                                                            
| | -----------------------------------------------------------
| | See Index to Financial Statements and Schedules at page 13.



| |             
| | ------------
| | (2) Exhibits

37



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##### Table of Contents



Exhibits identified below are filed herewith or incorporated herein by
reference to the documents indicated in parentheses.

|        |  |                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Description                                                                                                                                                                               
|        |  |                                                                                                                                                                                           
|2.1     |  | Agreement and Plan of Merger between C. H. Heist Crop. and Ablest Inc.
dated February 4, 2000. (Exhibit to the Companys Form 8-K report dated
March 22, 2000)                            
|       
|2.2*    |  | Agreement and Plan of Merger between Ablest Service Corp.,
PLP Corp., Milestone Technologies, Inc. and Ablest Inc.,
dated January 1, 2001                                                 
|       
|3.1*    |  | Certificate of Incorporation of the Company.                                                                                                                                              
|       
|3.2*    |  | By-laws of the Registrant.                                                                                                                                                                
|       
|10.1    |  | Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx
Industrial Services Inc. (Exhibit to the Companys Form 8-K report dated
March 22, 2000)                             
|       
|10.2    |  | Business Loan Agreement with Manufacturers and Traders Trust Company
dated December 22, 1994. (Exhibit to the Companys Form 10-K report for
the year ended December 25, 1994)            
|       
|10.3    |  | Corporate Revolving Term Loan Agreement with Manufacturer and Traders
Trust Company dated August 21, 1995 (Exhibit to the Companys Form 10-K
report for the year ended December 31, 1995)
|       
|10.4    |  | Amendment to Business Loan Agreement dated October 25, 1996 (Exhibit to
the Companys Form 10-K Report for the year ended December 29, 1996)                                              
|       
|10.5    |  | Amendment Agreement dated November 13, 1997, to Corporate Revolving and
Term Loan Agreement (Exhibit to the Companys Form 10-K Report for the
year ended December 28, 1997)              
|       
|10.6*   |  | Letter amendment dated February 2, 2001, to Business Loan Agreement                                                                                                                       
|       
|10.7*   |  | Independent Directors Stock Option Plan adopted May 14, 2000                                                                                                                              
|       
|10.8*   |  | Option to Ownership Plan adopted October 9, 2000                                                                                                                                          
|       
|10.9*   |  | Three year employment agreements with the Chairman of the Board, the
CEO and the President of Ablest Inc.                                                                                 
|       
|21*     |  | Subsidiaries of the Registrant                                                                                                                                                            
|       
|23*     |  | Consent of KPMG LLP to incorporation of its report into Form
S-8 No. 33-48497 No. 333-26007                                                                                               



---

|* |  | Filed herewith
|- |  | --------------

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ITEM 14, Continued



|   |  |                                                                                                                                                                                                                                                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) |  | One report on Form 8-K was filed by the Company during 2000.
On March 22, 2000 the Company filed a report on Form 8-K announcing
the completion of its sale of its industrial maintenance business to
Onyx Industrial Services, Inc. and its reorganization as Ablest Inc.
in the state of Delaware.



| |                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company will furnish, without charge to a security holder upon
request, a copy of the documents portions of which are incorporated
by reference herein and will furnish any other exhibit at cost.

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ABLEST INC. AND SUBSIDIARIES

Index to Financial Statements and Schedules

Form 10-K
Items 8, 14(a)(1)

|                                                                                                                                   |                                                                                                                                |  |                |       | 
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ----- | 
|
|                                                                                                                                   |                                                                                                                                |  | Page Reference
|                                                                                                                                   |                                                                                                                                |  |               
|                                                                                                                                  
|                                                                                                                                   | Independent Auditors Report                                                                                                   |  |                | 14    | 
|                                                                                                                                  
|                                                                                                                                   | Financial Statements:                                                                                                         
|                                                                                                                                   | Consolidated Balance Sheets as of December 31, 2000 and December 26, 1999                                                      |  |                | 15    | 
|                                                                                                                                  
|                                                                                                                                   | Consolidated Statements of Operations for the years
ended December 31, 2000, December 26, 1999 and December 27, 1998           |  |                | 16    | 
|                                                                                                                                  
|                                                                                                                                   | Consolidated Statements of Stockholders Equity for the years ended
December 31,
2000, December 26, 1999 and December 27, 1998 |  |                | 17    | 
|                                                                                                                                  
|                                                                                                                                   | Consolidated Statements of Cash Flows for the years ended December 31, 2000,                                                  
|                                                                                                                                   | December 26, 1999 and December 27, 1998                                                                                        |  |                | 18-19 | 
|                                                                                                                                  
|                                                                                                                                   | Notes to Consolidated Financial Statements                                                                                     |  |                | 20-36 | 
|                                                                                                                                  
|The following consolidated financial statement schedules for the
   Registrant and its subsidiaries are included in Item 14(a)(1):
|                                                                                                                                  
|                                                                                                                                   | Independent Auditors Report on Financial Statement Schedules                                                                  |  |                | 41    | 
|                                                                                                                                  
|                                                                                                                                   | Schedule:                                                                                                                     
|                                                                                                                                   | II  Valuation Account                                                                                                         |  |                | 42    | 

Schedules other than those listed above are omitted because the conditions
requiring their filing do not exist or because the required information is
provided in the consolidated financial statements, including the notes thereto.

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##### Table of Contents



Independent Auditors Report On Financial Statement Schedules

The Board of Directors
Ablest Inc.

Under date of February 16, 2001, we reported on the consolidated financial
statements of Ablest Inc and subsidiaries as listed in the accompanying index.
These consolidated financial statements and our report thereon are included in
this annual report on Form 10-K for the year 2000. In connection with our
audits of the aforementioned consolidated financial statements, we also audited
the related consolidated financial statement schedule as listed in the
accompanying index. This financial statement schedule is the responsibility of
the Companys management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.



| |         
| | --------
| | KPMG LLP

Tampa, Florida
February 16, 2001

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##### Table of Contents









Schedule II

ABLEST INC. AND SUBSIDIARIES

Valuation Account

|                                     |  |            |         |            |  |             |         |           |  |  |          |   |  |  |         | 
|------------------------------------ |  | ---------- | ------- | ---------- |  | ----------- | ------- | --------- |  |  | -------- | - |  |  | ------- | 
|                                     |  |            |         |            |  | Additions  
|                                     |  | Balance at |         | Charged to |  | Accounts    |         | Balance  
|                                     |  | Beginning  |         | Cost and   |  | Receivable  |         | At end   
|Allowance for Doubtful Accounts (1): |  | Of period  |         | Expenses   |  | Written-off |         | Of period
|                                     |  |            |         |            |  |             |         |          
|Year ended December 27, 1998         |  | $          | 327,211 |            |  |             | 26      |           |  |  | (22,355  | ) |  |  | 304,882 | 
|                                    
|Year ended December 26, 1999         |  |            | 304,882 |            |  |             | 196,701 |           |  |  | (123,953 | ) |  |  | 377,630 | 
|                                    
|Year ended December 31, 2000         |  |            | 377,630 |            |  |             | 567,854 |           |  |  | (555,182 | ) |  |  | 390,302 | 

(1) Excludes valuation accounts for discontinued operations.

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##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                     |  |  |     |  |  |                                                       
|-------------------- |  |  | --- |  |  | ------------------------------------------------------
|Date: March 19, 2001
|                    
|                     |  |  |     |  |  | ABLEST INC.                                           
|                    
|                    
|                     |  |  | By: |  |  | /s/ Mark P. Kashmanian                                
|                     |  |  |     |  |  |                                                       
|                     |  |  |     |  |  | Mark P. Kashmanian
Treasurer, Chief Accounting Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the company and in the capacities and as of the date indicated:

|               |  |                                      |  |     |  |                        
|-------------- |  | ------------------------------------ |  | --- |  | -----------------------
|ABLEST INC.   
|              
|              
|By:            |  | /s/ Charles H. Heist                 |  | By: |  | /s/ Donna R. Moore     
|               |  |                                      |  |     |  |                        
|               |  | Charles H. Heist                     |  |     |  | Donna R. Moore         
|               |  | Chairman of the Board and            |  |     |  | Director               
|               |  | Acting Chief Financial Officer      
|              
|By:            |  | /s/ W. David Foster                  |  | By: |  | /s/ Richard W. Roberson
|               |  |                                      |  |     |  |                        
|               |  | W. David Foster                      |  |     |  | Richard W. Roberson    
|               |  | Director and Chief Executive Officer |  |     |  | Director               
|              
|By:            |  | /s/ Ronald K. Leirvik                |  | By: |  | /s/ Charles E. Scharlau
|               |  |                                      |  |     |  |                        
|               |  | Ronald K. Leirvik                    |  |     |  | Charles E. Scharlau    
|               |  | Director                             |  |     |  | Director               
|              
|              
|              
|              
|              
|              
|March 19, 2001

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                |  |           |   | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | - | 
|Exhibit |  |                                                                                                                                                                                |  | Page or  
|Number  |  | Description                                                                                                                                                                    |  | Reference
|2.1     |  | Agreement and Plan of Merger by C. H. Heist Corp. and Ablest Inc.
Dated and approved by the Board of Directors on February 4, 2000                                             |  |           | 1 | 
|       
|2.2     |  | Agreement and Plan of Merger by Ablest service Corp., PLP Corp.,
Milestone Technologies, Inc. and Ablest Inc. dated and approved by the
Board of Directors on November 9, 2000 |  |           | 6 | 
|       
|3.1     |  | Certificate of Incorporation of the Registrant                                                                                                                                 |  |           | 6 | 
|       
|3.2     |  | By-laws of the Registrant adopted on March 13, 2000.                                                                                                                           |  |           | 6 | 
|       
|10.1    |  | Asset Sale and Purchase Agreement between C. H. Heist Corp., and
Onyx Industrial Services, Inc. dated January 17, 2000                                                         |  |           | 1 | 
|       
|10.2    |  | Business Loan Agreement with Manufacturers and
Traders Trust Company Dated December 22, 1994                                                                                   |  |           | 2 | 
|       
|10.3    |  | Corporate Revolving and Term Loan Agreement with
Manufacturers and Traders Trust company Dated
August 21, 1995                                                                 |  |           | 3 | 
|       
|10.4    |  | Amendment to Corporate Revolving Term Loan
Agreement with Manufacturers and Traders Trust
Company dated October 25, 1996                                                       |  |           | 4 | 
|       
|10.5    |  | Amendment dated November 13, 1997, to the
Corporate Revolving and Term Loan Agreement                                                                                          |  |           | 5 | 
|       
|10.6    |  | Letter amendment dated February 2, 2001 to Business Loan Agreement                                                                                                             |  |           | 6 | 
|       
|10.7    |  | Independent Directors Stock Option Plan
dated and approved by the Board of Directors on May 16, 2000                                                                          |  |           | 6 | 
|       
|10.8    |  | Option to Ownership Plan dated and approved by the Board of Directors
August 23, 2000                                                                                          |  |           | 6 | 
|       
|10.9    |  | Three year employment agreements for the Chairman of the Board, the CEO
and the President dated September 1, 2000                                                              |  |           | 6 | 
|       
|21      |  | Subsidiaries of Registrant                                                                                                                                                     |  |           | 6 | 
|       
|23      |  | Consent of KPMG to incorporation of reports
into Forms S-8 No. 33-48497 and No. 333-26007                                                                                      |  |           | 6 | 

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##### Table of Contents





|(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 25, 1994 and incorporated herein by reference.  
|   
|(3) |  | Filed as an Exhibit to the Registrants Form 10-K report for the period
ended December 31, 1995 and incorporated herein by reference.
|   
|(4) |  | Filed as an Exhibit to the Registrants Form 10-K report for the period
ended December 29, 1996 and incorporated herein by reference.
|   
|(5) |  | Filed as an Exhibit to the Registrants Form 10-K report for the period
ended December 28, 1997 and incorporated herein by reference.
|   
|(6) |  | Filed as an Exhibit to this report.                                                                                                  

45