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




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EXPLANATORY NOTE




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




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




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Seasonality
  Cyclical Nature of the Business
  Clients
  Competition
    5




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Code of Ethics
  Recent Developments
   
 ITEM 1A. Risk Factors
  Any significant economic downturn could result in our clients using fewer temporary employees,
which could materially adversely affect the Company.
  The Company operates in highly competitive markets with low barriers to entry, potentially limiting
its ability to maintain or increase its market share or profit margins.
  6




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The Companys success depends upon its ability to attract and retain qualified temporary personnel.
  The Companys business may suffer if it loses its key personnel.
  The Company may be exposed to employment-related claims and costs that could materially adversely
affect its business.
  The cost of unemployment insurance premiums and workers compensation costs for temporary
employees may rise and reduce the Companys profit margins.
   7




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The Company is continually subject to the risk of new regulations, which could harm its
business.
  The Company faces litigation that could have a material adverse effect on its business,
financial condition and results of operations.
  The Companys business may be at risk if there is failure of implementing a new information system.
   The Companys business may be at risk if there is any negative development with significant
customers.
  The addition of offices and entry into new geographic markets may not occur on a timely basis or
achieve anticipated financial results.
  8




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
    
    develop, recruit and maintain qualified personnel in the new geographic market;
    
    develop and sustain customer relationships in each new market;
    
    accurately assess the demand for our services in a new geographic market.
  Significant increases in payroll-related costs could adversely affect the Companys business.
  
 ITEM 1B. Unresolved Staff Comments
  
 ITEM 2. Properties
  
 ITEM 3. Legal Proceedings
   9




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ITEM 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market for Registrants Common Stock
  Price Range of Common Stock
  2006
    
    2005High
    
    Low
    
    High
    
    Low1st Quarter
    
    $
    9.95
    
    
    $
    8.11
    
    
    $
    8.00
    
    
    $
    7.002nd Quarter
    
    
    9.65
    
    
    
    8.33
    
    
    
    7.70
    
    
    
    6.633rd Quarter
    
    
    8.75
    
    
    
    5.92
    
    
    
    12.75
    
    
    
    6.514th Quarter
    
    
    7.15
    
    
    
    6.17
    
    
    
    10.85
    
    
    
    7.50
 Number of Common Stockholders
  Dividends
  Equity Compensation Plan Information
  Performance Graph
  10




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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 *
    
    $ 100 invested on 12/31/01 in stock or index-including reinvestment of dividends. Fiscal
year ending December 31. ©
 11




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##### Table of Contents



ITEM 6. Selected Financial Data
  Fiscal Year Ended December
    
    2006
    
    2005
    
    2004
    
    2003
    
    2002(Amounts in thousands, except per share data)Net service revenues
    
    $
    140,764
    
    
    $
    137,457
    
    
    $
    116,353
    
    
    $
    104,048
    
    
    $
    101,193Operating income
    
    
    2,436
    
    
    
    3,087
    
    
    
    1,372
    
    
    
    1,061
    
    
    
    566Income tax expense (benefit)
    
    
    1,148
    
    
    
    2,542
    
    
    
    515
    
    
    
    (1,769
    )
    
    
    218Net income from continuing operations
    
    
    1,339
    
    
    
    536
    
    
    
    883
    
    
    
    2,883
    
    
    
    608Income per common share from
continuing operations: basic
    
    
    0.47
    
    
    
    0.19
    
    
    
    0.31
    
    
    
    1.01
    
    
    
    0.21diluted
    
    
    0.45
    
    
    
    0.18
    
    
    
    0.30
    
    
    
    0.99
    
    
    
    0.21Total assets
    
    
    27,564
    
    
    
    26,455
    
    
    
    24,743
    
    
    
    22,579
    
    
    
    19,216Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  2006 Quarters
    
    1st
    
    2nd
    
    3rd
    
    4th(Amounts in thousands, except per share data)Net service revenues
    
    $
    35,864
    
    
    $
    34,340
    
    
    $
    34,672
    
    
    $
    35,888Gross profit
    
    
    6,111
    
    
    
    5,942
    
    
    
    6,181
    
    
    
    6,204Operating income
    
    
    561
    
    
    
    505
    
    
    
    666
    
    
    
    704Net income from continuing operations
    
    
    348
    
    
    
    285
    
    
    
    396
    
    
    
    310Income per common share, basic
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.14
    
    
    $
    0.11Income per common share, diluted
    
    $
    0.12
    
    
    $
    0.10
    
    
    $
    0.13
    
    
    $
    0.10
 2005 Quarters
    
    1st
    
    2nd
    
    3rd
    
    4th(Amounts in thousands, except per share data)Net service revenues
    
    $
    30,835
    
    
    $
    32,751
    
    
    $
    34,873
    
    
    $
    38,998Gross profit
    
    
    4,977
    
    
    
    5,742
    
    
    
    5,766
    
    
    
    6,501Operating income
    
    
    428
    
    
    
    927
    
    
    
    589
    
    
    
    1,143Net income (loss) from continuing operations
    
    
    264
    
    
    
    574
    
    
    
    367
    
    
    
    (669
    )Income (loss) per common share, basic
    
    $
    0.09
    
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    (0.23
    )Income (loss) per common share, diluted
    
    $
    0.09
    
    
    $
    0.20
    
    
    $
    0.13
    
    
    $
    (0.23
    )
 12




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ITEM 7.
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Forward-lookin Statements
   History of the Company
   13




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Overview
    .
    14




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® ®
  For the Fiscal Years Ended2006
    
    2005
    
    2004
    
    2003
    
    2002(Dollars in thousands)Number of offices
    
    
    61
    
    
    
    56
    
    
    
    49
    
    
    
    45
    
    
    
    47Total hours billed
    
    
    10,927,323
    
    
    
    11,121,141
    
    
    
    9,683,921
    
    
    
    8,611,203
    
    
    
    8,333,481Average hours billed per office
    
    
    179,136
    
    
    
    198,592
    
    
    
    197,631
    
    
    
    191,360
    
    
    
    177,308Total revenue
    
    $
    140,827
    
    
    $
    137,457
    
    
    $
    116,353
    
    
    $
    104,048
    
    
    $
    101,193Average revenue per office
    
    $
    2,309
    
    
    $
    2,455
    
    
    $
    2,375
    
    
    $
    2,312
    
    
    $
    2,153
 For the fiscal year ended December 31, 2006, compared to December 25, 2005
  Results of Operations
    15




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For the fiscal year ended December 25, 2005, compared to December 26, 2004
  Results of Operations
      16




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Critical Accounting Policies and Estimates:
         17




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Liquidity and Capital Resources:
   Cash Flows
  18




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® ®
 ® ®
      19




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Material Commitments:
  Payable
    
    Payable
    
    Payable
    
    Payableduring 2007
    
    2008 - 2010
    
    2011 - 2013
    
    after 2013
    
    Total(Amounts in thousands)Operating leases (1)
    
    $
    1,511
    
    
    $
    2,898
    
    
    $
    1,042
    
    
    $
    
    
    
    $
    5,451Total
    
    $
    1,511
    
    
    $
    2,898
    
    
    $
    1,042
    
    
    $
    
    
    
    $
    5,451
 
 (1)
    
    Includes minimum lease payment obligations for equipment and real property leases in
effect as of December 31, 2006. 
 ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
  20




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ITEM 8. Financial Statements and Supplemental Data
  Page ReferenceThe financial statements of the registrant required to be included in Item 8 are listed
below:Report of Independent Registered Certified Public Accounting Firm
    
    22Balance Sheets as of December 31, 2006 and December 25, 2005
    
    23Statements of Income for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    24Statements of Stockholders Equity for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    25Statements of Cash Flows for the periods ended
December 31, 2006, December 25, 2005 and December 26, 2004
    
    26Notes to Financial Statements
    
    28
 21




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Report of Independent Registered Certified Public Accounting Firm
     
 22




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ABLEST INC.
Balance Sheets
  December 31, 2006
    
    
    December 25, 2005ASSETSCURRENT ASSETSCash
    
    $
    3,040
    
    
    $
    1,931Accounts receivable, net
    
    
    17,564
    
    
    
    18,760Prepaid expenses and other current assets
    
    
    439
    
    
    
    469Current deferred tax asset
    
    
    1,323
    
    
    
    1,246Total current assets
    
    
    22,366
    
    
    
    22,406Property, plant and equipment, net
    
    
    3,259
    
    
    
    1,732Deferred tax asset
    
    
    592
    
    
    
    863Goodwill
    
    
    1,283
    
    
    
    1,283Other assets
    
    
    64
    
    
    
    171Total assets
    
    $
    27,564
    
    
    $
    26,455LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    375
    
    
    $
    790Income taxes payable
    
    
    296
    
    
    
    51Accrued insurance
    
    
    2,965
    
    
    
    2,536Accrued wages
    
    
    1,995
    
    
    
    2,738Other current liabilities
    
    
    566
    
    
    
    514Total current liabilities
    
    
    6,197
    
    
    
    6,629Other liabilities
    
    
    261
    
    
    
    432Total liabilities
    
    
    6,458
    
    
    
    7,061COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock of $.05 par value; 500,000 shares authorized ,
none issued or outstanding at December 31, 2006 and December 25, 2005
    
    
    
    
    
    
    Common stock of $.05 par value; 7,500,000 shares authorized, 3,385,153 and
3,346,877 shares issued and outstanding including shares held in
treasury at December 31, 2006 and December 25, 2005, respectively
    
    
    169
    
    
    
    167Additional paid-in capital
    
    
    5,636
    
    
    
    5,265Retained earnings
    
    
    17,411
    
    
    
    16,072Treasury stock at cost; 457,729 shares held at both
December 31, 2006 and December 25, 2005
    
    
    (2,110
    )
    
    
    (2,110
    )Total stockholders equity
    
    
    21,106
    
    
    
    19,394Total liabilities and stockholders equity
    
    $
    27,564
    
    
    $
    26,455
  23




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




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




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




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ABLEST INC.
 Statements of Cash Flows, continued
  For the Fifty-Three Week
    
    
    For the Fifty-Two WeekPeriods Ended

    
    
    Periods EndedDecember 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Changes in assets and liabilities providing (using) cash:Accounts receivable, net
    
    $
    1,196
    
    
    $
    (1,977
    )
    
    $
    (3,005
    )Prepaid expenses and other current assets
    
    
    30
    
    
    
    (309
    )
    
    
    53Other assets
    
    
    107
    
    
    
    (131
    )
    
    
    (1
    )Accounts payable
    
    
    (415
    )
    
    
    455
    
    
    
    9Accrued insurance
    
    
    429
    
    
    
    (533
    )
    
    
    Accrued wages
    
    
    (743
    )
    
    
    749
    
    
    
    Other current liabilities
    
    
    52
    
    
    
    89
    
    
    
    928Other liabilities
    
    
    202
    
    
    
    (52
    )
    
    
    28Total change in assets and liabilities providing
(using) cash
    
    $
    858
    
    
    $
    (1,709
    )
    
    $
    (1,988
    )Supplemental disclosures of cash flow information:Cash paid during year for:Interest
    
    $
    1
    
    
    $
    1
    
    
    $
    1Income Taxes
    
    
    508
    
    
    
    28
    
    
    
    28$
    509
    
    
    $
    29
    
    
    $
    29
  27




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements
 1. Description of Business
 
 2. Significant Accounting Policies
 Basis of Presentation
  Fiscal Years
  Cash Equivalents
  Revenue Recognition
  Property and Equipment
   28




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
  Allowance for Doubtful Accounts
  Self-Insurance Reserves
  Goodwill and Other Intangible Assets
  Concentration of Credit Risk
  Impairment of Long-Lived Assets
  29




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
  Advertising Costs
  Income Taxes
   Income per Common Share
  Use of Estimates and Assumptions
  Stock Option Plans
  30




---



##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued
   Segment Reporting
  Fair Value of Financial Instruments
  Recent Accounting Pronouncements
   31




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
     3. Allowance for Doubtful Accounts
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Balance, beginning of year
    
    $
    275
    
    
    $
    285Additions charged to cost and expense
    
    
    266
    
    
    
    97Accounts receivable written-off
    
    
    (266
    )
    
    
    (107
    )Balance, end of year
    
    $
    275
    
    
    $
    275
 4. Property and Equipment
  32




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
 (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Office furniture and equipment
    
    $
    7,620
    
    
    $
    6,535Leasehold improvements
    
    
    945
    
    
    
    402$
    8,565
    
    
    $
    6,937less: Accumulated Depreciation
    
    
    (5,306
    )
    
    
    (5,205
    )$
    3,259
    
    
    $
    1,732
  5. Goodwill
  6. Accrued Expenses and Other Current Liabilities
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Payroll and other compensation
    
    $
    1,995
    
    
    $
    2,738Insurance
    
    
    2,965
    
    
    
    2,536Other
    
    
    566
    
    
    
    514Accured expenses and other current liabilities
    
    $
    5,526
    
    
    $
    5,788
   7. Indebtedness
  33




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##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
  8. Stock Option Plans
   Outstanding at December 26, 2004
    
    
    48,000
    
    
    $
    5.16Granted
    
    
    6,000
    
    
    
    6.88Outstanding at December 25, 2005
    
    
    54,000
    
    
    $
    5.38Granted
    
    
    
    
    
    
    Outstanding at December 31, 2006
    
    
    54,000
    
    
    $
    5.38
   34




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
   WeightedStock
    
    
    AverageOptions
    
    
    Exercise PriceOutstanding at December 28, 2003
    
    
    24,000
    
    
    $
    7.48Canceled or expired
    
    
    (18,000
    )
    
    
    7.78Outstanding at December 26, 2004
    
    
    6,000
    
    
    $
    6.94Canceled or expired
    
    
    6,000
    
    
    
    6.94Outstanding at December 31, 2006 and
December 25, 2005
    
    
    
    
    
    $
    Options exercisable at December 31, 2006
    
    
    
    
    
    $
    
 9. Incentive Plans
  35




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##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
  
  10. Income Taxes
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Income tax expense:Federal, current
    
    $
    756
    
    
    $
    2,271
    
    
    $
    459Federal, deferred
    
    
    178
    
    
    
    
    
    
    
    State, current
    
    
    198
    
    
    
    7
    
    
    
    (30
    )State, deferred
    
    
    16
    
    
    
    264
    
    
    
    86Total tax expense
    
    $
    1,148
    
    
    $
    2,542
    
    
    $
    515
  36




---



##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
 (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005
    
    
    December 26, 2004Computed expected tax expense:
    
    $
    851
    
    
    $
    1,047
    
    
    $
    475Adjustments resulting from:State tax, net of Federal tax benefit
    
    $
    99
    
    
    $
    122
    
    
    $
    55Meals and entertainment
    
    
    31
    
    
    
    45
    
    
    
    32Change in estimate for tax benefit, other
    
    
    168
    
    
    
    179
    
    
    
    (563
    )Change in estimate for tax benefit (IRS
Audit)
    
    
    
    
    
    
    1,149
    
    
    
    Valuation allowance
    
    
    
    
    
    
    
    
    
    
    Total expected tax expense
    
    $
    1,148
    
    
    $
    2,542
    
    
    $
    (0
    )Effective tax rate
    
    
    46.2
    %
    
    
    82.6
    %
    
    
    36.8
    %
  (Amounts in thousands)
    
    December 31, 2006
    
    
    December 25, 2005Deferred tax assets and liabilities:Allowance for doubtful accounts
    
    $
    104
    
    
    $
    104Accrued insurance expense
    
    
    1,108
    
    
    
    919Accumulated depreciation of property and equipment
    
    
    (42
    )
    
    
    63Accumulated amortization of other assets
    
    
    566
    
    
    
    625AMT Tax Paid
    
    
    
    
    
    
    142Other
    
    
    179
    
    
    
    256Net deferred tax assets
    
    $
    1,915
    
    
    $
    2,109
   37




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##### Table of Contents



ABLEST INC.
 Notes to Financial Statements, continued
 11. Employee Benefit Plans
  12. Lease Commitments
    (Amounts in thousands)Year
    
    Real Property
    
    
    Equipment
    
    
    Total2007
    
    $
    969
    
    
    $
    59
    
    
    $
    1,0282008
    
    
    701
    
    
    
    13
    
    
    
    7142009
    
    
    565
    
    
    
    
    
    
    
    5652010
    
    
    485
    
    
    
    
    
    
    
    4852011
    
    
    323
    
    
    
    
    
    
    
    323Thereafter
    
    
    406
    
    
    
    
    
    
    
    406Total
    
    $
    3,449
    
    
    $
    72
    
    
    $
    3,521
 13. Contingencies
  
 38




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##### Table of Contents



14. Subsequent Events
    39




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##### Table of Contents



ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
   
 ITEM 9B. Other Information
 None.
 
 PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance of the Registrant
 Directors and Executive Officers of the Company
  First BecameName
    
    Principal Occupation
    
    Age
    
    a DirectorCharles H. Heist
    
    Chairman of the Board of Directors
    
    
    56
    
    
    
    1978Kurt R. Moore
    
    President and Chief Executive Officer
    
    
    47
    
    
    
    2003W. David Foster
    
    Former Vice Chairman of the Board of
Directors
    
    
    72
    
    
    
    1997Charles E. Scharlau
    
    Attorney and Consultant
    
    
    79
    
    
    
    1980Ronald K. Leirvik
    
    Chairman of RKL Enterprises
    
    
    69
    
    
    
    1996Donna R. Moore
    
    Chief Executive Officer of Fitniks
International, Inc.
    
    
    67
    
    
    
    1996Richard W. Roberson
    
    President of Sand Dollar Partners, Inc.
    
    
    60
    
    
    
    1997John Horan
    
    Vice President and Chief Financial
Officer
    
    
    45Nolan B. Gardner
    
    Vice President  Human Resource
    
    
    37
 40




---



##### Table of Contents



Audit Committee
  41




---



##### Table of Contents



Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
  42




---



##### Table of Contents



ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview of Executive Compensation Philosophy
   ̈
    
    help attract and retain the most qualified individuals by being competitive with compensation paid to persons
having similar responsibilities and duties in other companies in the same and closely related businesses; ̈
    
    relate to the value created for shareholders by being directly tied to financial performance and condition of
the Company and the particular executive officers contribution thereto; ̈
    
    motivate and reward individuals who help the Company achieve its short-term and long-term objectives and
thereby contribute significantly to the success of the Company; and ̈
    
    reflect the qualifications, skills, experience, and responsibilities of the particular executive officer.
 Role of the Compensation Committee
   ̈
    
    Determining, approving and recommending to the Board the compensation of the
Companys Chief Executive Officer (the CEO); ̈
    
    making recommendations to the board with respect to executive compensation for
non-CEO executive officers, incentive compensation for executives and equity-based plans that are
subject to board approval.
  Benchmarking
  43




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##### Table of Contents



th
 Role of Management in Awarding Executive Compensation
  Compensation Committee Process
  Compensation Components
  Base Salary.
  Annual Incentive Bonus.
 44




---



##### Table of Contents



Long-Term Equity Compensation.
 Restricted Stock Plan.
  45




---



##### Table of Contents



Executive Stock Awards Plan.
      Range of Number of Shares
    
    Range of Percent of EBT TargetExecutive Officer
    
    2006
    
    Achieved in 2006Kurt R. Moore
    
    
    9,000-27,400
    
    
    
    126%-251
    %
  46




---



##### Table of Contents



Range of Number of Shares
    
    Range of Percent of EBT TargetExecutive Officer
    
    2007
    
    Achieved in 2007Kurt R. Moore
    
    
    9,000-18,200
    
    
    
    119%-273
    %
 Selection and Weighting of Components of Compensation
    Change in Control
    47




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##### Table of Contents



Other Compensation
   Perquisites and Employee Benefits
    
    Executive Officers
    
    Certain Managers
    
    Full Time Employees401(k) Plan
    
    
    ü
    
    
    
    ü
    
    
    
    üMedical/Dental Plans
    
    
    ü
    
    
    
    ü
    
    
    
    üLife Insurance (1)
    
    
    ü
    
    
    
    ü
    
    
    
    üLong Term Disability Plan (2)
    
    
    ü
    
    
    
    ü
    
    
    
    üShort Term Disability Plan (3)
    
    
    ü
    
    
    
    ü
    
    
    
    üCompany Paid Trips
    
    
    ü
    
    
    
    ü
    
    
    
    üCompany Leased Automobile
    
    
    ü
    
    
    
    üChange in Control and Severance
Plan
    
    
    üDeferred Compensation Plan
    
    Not Offered
    
    Not Offered
    
    Not OfferedSupplemental Early Retirement Plan
    
    Not Offered
    
    Not Offered
    
    Not OfferedEmployee Stock Ownership Plan
    
    Not Offered
    
    Not Offered
    
    Not OfferedDefined Benefit Pension Plan
    
    Not Offered
    
    Not Offered
    
    Not Offered
 
 (1)
    
    Ablest provides life insurance to eligible full-time employees with a benefit equal to one
times their annual salary up to a maximum of $50,000. Executive officers and certain
managers benefit are equal to two times their annual salary up to maximum of $150,000.(2)
    
    Ablest provides company-paid Long-Term Disability insurance to full-time eligible employees
with a monthly benefit in the amount of 60% of monthly salary to a maximum of $7,000 per
month. Executive officers and certain managers maximum monthly benefit is $10,000.(3)
    
    Ablest provides company-paid Short-term Disability insurance to full-time eligible employees
with a weekly maximum of $500. The weekly maximum is $2,000 for executive officers and $1,200
for certain managers.(4)
    
    The Company provides certain managers and certain NEOs with a company vehicle. The actual
cost of the vehicle is limited based on the employees position in the company. The maximum
actual cost of the automobile for the managers is $30,000. The limit for the total actual
cost for Messrs Horan and Gardner is $40,000. The limit for the total actual cost for Messrs
Moore and Heist is $55,000. The NEOs who receive company cars track business usage. At the
end of each fiscal year the executive is charged for the personal use of the automobile using
the IRS annual lease value method. The executive is reimbursed for any gasoline expenses for
the business related mileage. The personal use charges appear in a footnote of the 2006
Summary Compensation Table. The annual cost of the lease for Mr. Moore in 2006 was $9,445.
The annual cost of the lease for Mr. Heist in 2006 was $10,188. The annual cost of the lease
for Mr. Horan in 2006 was $7,181. The annual cost of the lease for Mr. Gardner was $8,013. Tax, Accounting and Other Considerations
  48




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##### Table of Contents



Compensation Committee Report
  The Compensation Committee:
  Compensation Committee Interlocks and Insider Participation
  49




---



##### Table of Contents



Summary Compensation Table
  Change inPension Valueand Non-qualifiedNon-Equity
    
    Deferred
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    CompensationPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Compensation
    
    Earnings
    
    ($)
    
    TotalPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    ($)
    
    ($)
    
    (i)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (9)
    
    (j)Kurt R. Moore,
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    115,425
    (1)President & CEO
    
    
    2006
    
    
    $
    290,000
    
    
    
    
    
    
    $
    74,343
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    25,081
    (3)
    
    $
    504,849John Horan, V. P.-CFO
    
    
    2006
    
    
    $
    95,385
    (4)
    
    $
    30,000
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,385Charles H. Heist,
    
    
    2006
    
    
    $
    225,000
    
    
    
    
    
    
    $
    24,934
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,789
    (6)
    
    $
    271,723Chairman of the
Board (5)Nolan B. Gardner,
    
    
    2006
    
    
    $
    105,000
    
    
    
    
    
    
    $
    11,468
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    116,468V. P.  Human
ResourcesW. David Foster,
    
    
    2006
    
    
    $
    73,077
    
    
    
    
    
    
    $
    24,934
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    38,450
    (8)
    
    $
    136,461former
Vice-Chairman of
the Board (7)
 
 (1)
    
    Value of shares of common stock received pursuant to the Companys Executive Stock Awards
Plan. Mr. Moore received 13,500 shares of common stock in 2006 for the 2005 plan year. These
shares are valued at $8.55 per share  the share price at the date of grant, March 2, 2006.(2)
    
    Value of shares of common stock received pursuant to the Companys Restricted Stock Plan:
These shares were awarded on March 24, 2006 for the 2005 plan year. The price per share is
the average price per share in the 30 day trading period commencing 15 days before and ending
15 days after the release of the Companys earnings on March 2, 2006 for the 2006 fiscal yearKurt R. Moore received 8,116 shares at $9.16/share.Charles H. Heist received 2,722 shares at $9.16/share.Nolan Gardner received 1,252 shares at $9.16/share.W. David Foster received 2,722 shares at $9.16/share.(3)
    
    Includes matching contributions to 401(k) Plan ($8,800), personal use of company car
($9,781), sales incentive trip ($4,559), excess group term life benefit ($180) and tax gross
ups to cover taxes on excess group term life and sales incentive trip ($1,761).(4)
    
    John Horan was hired as Chief Financial Officer on May 15, 2006. Mr. Horan was paid a bonus
for 2006 in 2007 pursuant to his employment agreement.(5)
    
    Mr. Heist served as Acting Chief Financial officer until May 15, 2006.(6)
    
    Includes matching contributions to 401(k) Plan ($8,800), personal use of company car
($6,185), sales incentive trip ($4,559), excess group term life benefit ($516) and tax-gross
ups to cover taxes on excess group term life and sales incentive trip ($1,729).(7)
    
    W. David Foster retired as Vice Chairman on March 31, 2006. Mr. Foster retained his seat on
the Board of Directors.(8)
    
    Includes matching contributions to 401(k) Plan ($5,709), personal use of company car
($4,238), sales incentive trip ($4,559), excess group term life benefit ($155), tax-gross ups
to cover taxes on excess group term life and sales incentive trip
($2,277) and Directors fees ($19,100). Mr. Foster also received 250 shares of common stock
on May 16, 2006 pursuant to the Directors Stock Plan. These shares are valued at $9.65
per share (the share price on the date of annual meeting) or $2,413 and are also included in
the Other Compensation amount.(9)
    
    Personal use of company vehicles is calculated using the IRS Annual Lease Value method. 50




---



##### Table of Contents



Grants of Plan-Based Awards
  AllOtherStock
    
    
    All OtherAwards:
    
    
    OptionNumber
    
    
    Awards:
    
    
    Exercise
    
    
    ExerciseEstimated Future Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    of
    
    
    Number of
    
    
    or Base
    
    
    or BaseNon-Equity Incentive Plan
    
    
    Estimated Future Payouts Under
    
    
    Shares
    
    
    Securities
    
    
    Price of
    
    
    Price ofAwards
    
    
    
    
    
    
    Equity Incentive Plan Awards
    
    
    of Stock
    
    
    Underlying
    
    
    Option
    
    
    OptionGrant
    
    
    
    
    
    
    Target
    
    
    Maximum
    
    
    
    
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsName
    
    Date
    
    
    Threshold
    
    
    ($)
    
    
    (#)
    
    
    Threshold
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($/Sh)
    
    
    ($/Sh)(a)
    
    (b)
    
    
    ($) (c)
    
    
    (d)
    
    
    (e)
    
    
    ($) (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (k)Kurt R. Moore,
    
    
    03/02/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,500
    (1)
    
    
    
    
    
    
    
    
    
    $
    115,425
    (2)President & CEO
    
    
    03/24/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,116
    (2)
    
    
    
    
    
    
    
    
    
    $
    74,343
    (2)John Horan,
V. P.-CFOCharles H. Heist,
Chairman of the
Board
    
    
    03/24/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,722
    (2)
    
    
    
    
    
    
    
    
    
    $
    24,934
    (2)Nolan B. Gardner,
V. P.-Human
Resources
    
    
    03/24/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,252
    (2)
    
    
    
    
    
    
    
    
    
    $
    11,468
    (2)W. David Foster,
former
Vice-Chairman of
the Board
    
    
    03/24/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,722
    (2)
    
    
    
    
    
    
    
    
    
    $
    24,934
    (2)
 
 (1)
    
    Value of shares of common stock received pursuant to the Companys Executive Stock Awards
Plan. Mr. Moore received 13,500 shares of common stock in 2006 for the 2005 plan year. These
shares are valued at $8.55 per share  the share price at the date of grant, March 2, 2006(2)
    
    Value of shares of common stock received pursuant to the Companys Restricted Stock Plan:
These shares were awarded on March 24, 2006 for the 2005 plan year. The price per share is
the average price per share in the 30 day trading period commencing 15 days before and ending
15 days after the release of the Companys earnings on March 2, 2006 for the 2006 fiscal year. 
 52




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Option Awards
    
    
    
    
    
    
    Market
    
    
    Plan
    
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value
    
    
    Awards:
    
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    of
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    of
    
    
    Shares
    
    
    Unearned
    
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    or Units
    
    
    Shares,
    
    
    Shares,Number of
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    of
    
    
    Units or
    
    
    Units orNumber of
    
    
    Number of
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Stock
    
    
    Other
    
    
    OtherSecurities
    
    
    Securities
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    That
    
    
    That
    
    
    Rights
    
    
    RightsUnderlying
    
    
    Underlying
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Have
    
    
    Have
    
    
    That
    
    
    That HaveUnexercised
    
    
    Unexercised
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Not
    
    
    Not
    
    
    Have Not
    
    
    NotOptions (#)
    
    
    Options (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)(1)Kurt R. Moore,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,679
    (2)
    
    $
    75,797President & CEO
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,500
    (3)
    
    $
    87,615John Horan,
V. P.-CFOCharles H.
Heist,Chairman of the
Board
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,541
    (4)
    
    $
    29,471Nolan B. Gardner,
V. P.-Human
Resources
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,798
    (5)
    
    $
    11,669W. David Foster,
former
Vice-Chairman of
the Board
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250
    (6)
    
    $
    2,413
 
 (1)
    
    Shares valued at closing market price on December 31, 2006 of $6.49.

(2) Unvested shares granted pursuant to the Restricted Stock Plan for Mr. Moore consist of 731
shares that vested n March 12, 2007, 1,416 shares that vested on March 16, 2007, 2,706 shares that vested on
March 24, 2007, 1,416 hares that will vest on March 16, 2008, 2,705 shares that will vest on March 24, 2008 and
2,705 shares that will est on March 24, 2009.(3)
    
    Unvested shares granted pursuant the Executive Stock Awards Plan consist of 13,500 shares that
vested on January 1, 2007. 53




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##### Table of Contents



(4)
    
    Unvested shares granted pursuant to the Restricted Stock Plan for Mr. Heist consist of 813
shares that vested on March 12, 2007, 503 shares that vested on March 16, 2007, 908 shares that vested on March
24, 2007, 503 shares that will vest on March 16, 2008, 907 shares that will vest on March 24, 2008 and 907
shares that will vest on March 24, 2009.(5)
    
    Unvested shares granted pursuant to the Restricted Stock Plan for Mr. Gardner consist of 128
shares that vested on March 12, 2007, 209 shares that vested on March 16, 2007, 418 shares that vested on March
24, 2007, 209 shares that will vest on March 16, 2008, 417 shares that will vest on March 24, 2008 and 417
shares that will vest on March 24, 2009.(6)
    
    Unvested shares granted pursuant to the Directors Restricted Stock Plan consist of 250
shares that will vest on May 16, 2007. Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number of SharesShares Acquired
    
    
    Value Realized on
    
    
    Acquired onon Exercise
    
    
    Exercise
    
    
    Vesting
    
    
    Value Realized on VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)Kurt R. Moore,
President & CEO
    
    
    
    
    
    
    
    
    
    
    2,713
    (1)
    
    $
    25,054John Horan,
V. P.-CFOCharles H. Heist,
Chairman of the
Board
    
    
    
    
    
    
    
    
    
    
    1,978
    (2)
    
    $
    18,419Nolan B. Gardner,
V. P.-Human Resources
    
    
    
    
    
    
    
    
    
    
    438
    (3)
    
    $
    4,059W. David Foster,
former Vice-Chairman
of the Board
    
    
    
    
    
    
    
    
    
    
    4,715
    (4)
    
    $
    65,761
 
 (1)
    
    On April 2, 2006, the third installment of a share award granted on April 2, 2003 vested.
On March 12, 2006, the second installment of a share award granted on March 12, 2004 vested.
On March 16, 2006, the first installment of a share award granted on March 16, 2006 vested.
No amounts were deferred upon vesting.(2)
    
    On April 2, 2006, the third installment of a share award granted on April 2, 2003 vested. On
March 12, 2006, the second installment of a share award granted on March 12, 2004 vested. On
March 16, 2006, the first installment of a share award granted on March 16, 2006 vested. No
amounts were deferred upon vesting.(3)
    
    On April 2, 2006, the third installment of a share award granted on April 2, 2003 vested. On
March 12, 2006, the second installment of a share award granted on March 12, 2004 vested. On
March 16, 2006, the first installment of a share award granted on March 16, 2006 vested. No
amounts were deferred upon vesting.(4)
    
    On April 2, 2006, the third installment of a share award granted on April 2, 2003 vested. On
March 12, 2006, the second installment of a share award granted on March 12, 2004 vested. On
March 16, 2006, the first installment of a share award granted on March 16, 2006 vested. On
the date of his retirement, the remaining installments of the shares awarded to Mr. Foster
under the Restricted Stock Plan vested. No amounts were deferred upon vesting. Pension Benefits




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##### Table of Contents



Nonqualified Deferred Compensation
  Potential Payments Upon Termination or a Change-in-Control
 Employment Agreements
  Payments Made Upon Death or Disability
  
    
    Payments to the executive (or his estate) of the executives then effective per annum
rate of salary.
    
    Continuation of the same family medical coverage as provided to the executive on the
date of such death or disability.
 Payments Made Upon Involuntary Termination Without Cause
  
    
    Payments to the executive of the then effective per annum rate of salary.
    
    Continuation of the same family medical and dental coverage as provided to the
executive on the date of termination.
    
    Continuation of any long-term disability, short-term disability or life insurance,
for the same coverage, as provided on the date of termination.
    
    Payment of an amount equal to the target bonus incentive for the year in which such
termination occurs.
 Payments Made Upon a Change in Control
  
    
    any Person, other than the C. H. Heist Intervivos Trust, the lineal descendants of
Charles H. and Clydis D. Heist, and any trust for the benefit of their lineal
descendants (collectively, the Heist Family), and other than any trustee or fiduciary
on behalf of any Company benefit plan, becomes the Beneficial Owner of securities of
the Company having at least 30% of the voting power of the Companys then outstanding
securities (unless the event causing the
 54




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##### Table of Contents



30% threshold to be crossed is an acquisition
of securities directly from the Company) but only if at the time of such persons
becoming the beneficial owner of the requisite voting power, the Heist Family (or any
trust or Person included therein) no longer holds a majority of the outstanding shares;
or
 
    
    the stockholders of the Company approve any merger or other business combination of
the Company, or any going private transaction subject to Rule 13e-3 of the rules and
regulations promulgated under the Securities Exchange Act of 1934, or any sale of all
or substantially all of the Companys assets in one or a series of related
transactions, or any combination of the foregoing transactions (the Transactions),
other than a Transaction in which the Heist Family or any trust or Person included
within the Heist Family is the Beneficial Owner of 40% or more of the voting securities
of the surviving company (or its parent)(and, in a sale of assets, of the purchases of
the assets) immediately following the Transaction; or
    
    within any 24 month period, the persons who were directors immediately before the
beginning of such period (the Disinterested Directors) cease (for any reason other
than death) to constitute at least a majority of the Board or the board of directors of
a successor to the Company, with, for this purpose, any director who was not a director
at the beginning of such period deemed to be a Disinterested Director if such director
was elected to the Board by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Disinterested Directors, so
long as such director was not nominated by a person who has entered into an agreement
to effect, or threatened to effect, a Change in Control.
  
    
    A cash amount equal to two times the executives annual base salary in effect on the
date of termination.
    
    Executive benefits substantially similar to those which the executive was receiving
immediately prior to the date of termination until the earlier of the executives death
or the end of the twelve (12) month period following the date of termination.
    
    The Company shall vest and accelerate the exercise date of all stock options granted
to the executive, to the end that the options shall be immediately exercisable for the
duration of their respective terms.
 Long Term Equity Compensation
  
    
    any Person, other than the C. H. Heist Intervivos Trust, the lineal descendants of
Charles H. and Clydis D. Heist, and any trust for the benefit of their lineal
descendants (collectively, the Heist Family), and other than any trustee or fiduciary
on behalf of any Company benefit plan, becomes the Beneficial Owner of securities of
the Company having at least 25% of the voting power of the Companys then outstanding
securities (unless the event causing the 25% threshold to be crossed is an acquisition of securities directly from the Company)
but only if at the time of such persons becoming the beneficial owner of the requisite
voting power, the Heist Family (or any trust or Person included therein) no longer holds
a majority of the outstanding shares; or
 55




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
    
    the stockholders of the Company approve any merger or other business combination of
the Company, or any going private transaction subject to Rule 13e-3 of the rules and
regulations promulgated under the Securities Exchange Act of 1934, or any sale of all
or substantially all of the Companys assets in one or a series of related
transactions, or any combination of the foregoing transactions (the Transactions),
other than a Transaction in which the Heist Family or any trust or Person included
within the Heist Family is the Beneficial Owner of 50% or more of the voting securities
of the surviving company (or its parent)(and, in a sale of assets, of the purchases of
the assets) immediately following the Transaction; or
    
    within any 24 month period, the persons who were directors immediately before the
beginning of such period (the Disinterested Directors) cease (for any reason other
than death) to constitute at least a majority of the Board or the board of directors of
a successor to the Company, with, for this purpose, any director who was not a director
at the beginning of such period deemed to be a Disinterested Director if such director
was elected to the Board by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Disinterested Directors, so
long as such director was not nominated by a person who has entered into an agreement
to effect, or threatened to effect, a Change in Control.
 Restricted Stock Plan
   Executive Stock Awards Plan
   Quantification of Termination/Change in Control Payments
  2006 Termination PaymentsInvoluntary Termination
    
    Termination within Two YearsDeath or Disability
    
    Without Cause
    
    of a Change in ControlSalarySalary &
    
    Benefits
    
    
    
    
    
    Salary &
    
    Benefits
    
    
    
    
    
    &Bonus
    
    $(1)
    
    Total
    
    Bonus
    
    $(2)
    
    Total
    
    Bonus
    
    Benefits
    
    TotalName
    
    $
    
    (4)
    
    $
    
    $
    
    (4)
    
    $
    
    $
    
    $(3)(4)
    
    $Kurt R. Moore,
President & CEO
    
    $
    300,000
    
    
    $
    175,330
    
    
    $
    475,330
    
    
    $
    435,000
    
    
    $
    176,820
    
    
    $
    611,820
    
    
    $
    600,000
    
    
    $
    191,070
    
    
    $
    791,070
 56




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##### Table of Contents



2006 Termination PaymentsInvoluntary Termination
    
    Termination within Two YearsDeath or Disability
    
    Without Cause
    
    of a Change in ControlSalarySalary &
    
    Benefits
    
    
    
    
    
    Salary &
    
    Benefits
    
    
    
    
    
    &Bonus
    
    $(1)
    
    Total
    
    Bonus
    
    $(2)
    
    Total
    
    Bonus
    
    Benefits
    
    TotalName
    
    $
    
    (4)
    
    $
    
    $
    
    (4)
    
    $
    
    $
    
    $(3)(4)
    
    $John Horan,
V. P.-CFO
    
    $
    165,600
    
    
    $
    11,915
    
    
    $
    177,515
    
    
    $
    223,560
    
    
    $
    13,410
    
    
    $
    236,970
    
    
    $
    331,200
    
    
    $
    27,655
    
    
    $
    358,855Charles H. Heist,
Chairman of the
Board
    
    $
    232,800
    
    
    $
    39,365
    
    
    $
    272,165
    
    
    $
    279,360
    
    
    $
    41,190
    
    
    $
    320,550
    
    
    $
    465,600
    
    
    $
    54,940
    
    
    $
    520,540Nolan B. Gardner,
V. P.-Human Resources
    
    $
    110,000
    
    
    $
    23,440
    
    
    $
    133,440
    
    
    $
    132,000
    
    
    $
    24,930
    
    
    $
    156,930
    
    
    $
    220,000
    
    
    $
    35,150
    
    
    $
    255,150W. David Foster,
former Vice-Chairman
of the Board (5)
    
    
    
    
    
    $
    30,600
 
 (1)
    
    Consists of health, dental and vision insurance coverage. The value is based on the type
of insurance coverage we carried for each executive officer as of December 31, 2006 and is valued at the premiums
then in effect.(2)
    
    Consists of health, dental, vision, life, long and short term disability insurance coverage.
The value is based on the type of insurance coverage we carried for each executive officer as of December 31,
2006 and is valued at the premiums then in effect.(3)
    
    Consists of health, dental, vision, life, long and short term disability insurance coverage.
The value is based on the type of insurance coverage we carried for each executive officer as of December 31,
2006 and is valued at the premiums then in effect. Also included is the annual lease value of company
automobiles currently provided to the Named Executive Officers.(4)
    
    These columns also include the value of the accelerated vesting of outstanding unvested
restricted stock. For Mr. Moore this represents $163,410, Mr. Horan had no unvested restricted stock at the end
of fiscal 2006, for Mr. Heist this represents $29,470 and for Mr. Gardner this represents $11,670. The
value of the accelerated vesting of unvested restricted stock was determined by multiplying
the fair market value of our common stock on December 31, 2006 by the number of shares of
restricted stock that where subject to accelerated vesting. The amounts reflected in the
benefits column would also be paid upon retirement, if determined by the compensation
committee, pursuant to the Restricted Stock or Executive Stock Award Plans.(5)
    
    W. David Foster retired as Vice Chairman on March 31, 2006. Mr. Foster retained his seat on
the Board of Directors. Pursuant to the Restricted Stock Plan, the committee accelerated the
vesting of 4,715 shares of restricted stock on March 31, 2006 in connection with his
retirement, which is reflected in the benefits column under the section entitled Death or
Disability in the table above. Summary of Employment Agreements With Named Executive Officers
  Kurt R. Moore, 47,
    57




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John Horan, 45,
    58




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Charles H. Heist, 56,
      59




---



##### Table of Contents



Nolan B. Gardner, 37,
      60




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Summary of Plans
  Restricted Stock Plan
       61




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Executive Stock Awards Plan
       62




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Director Compensation
  Change in PensionValue andFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Nonqualifiedor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)Richard W. Roberson
(1)
    
    $
    32,300
    
    
    $
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,713Charles E. Scharlau
(1)
    
    $
    32,800
    
    
    $
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    35,213Ronald K. Leirvik (1)
    
    $
    28,800
    
    
    $
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    31,213Donna R. Moore (1)
    
    $
    28,300
    
    
    $
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,713W. David Foster (2)
    
    $
    19,100
    
    
    $
    2,413
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,513
 
 (1)
    
    Under the 2006 Directors Plan, receive a grant upon the date of such directors initial
election to the Board of Directors of 1,000 restricted shares of the Companys common stock.
Each time a non-employee Director is re-elected to the Board of Directors on or after the
Effective Date and following the completion of such non-employee Directors current term as a
director, he or she shall receive a grant of 250 restricted shares of the Companys common
stock. Each Director was granted 250 shares under this plan and the 2006 Annual Meeting held
on May 16, 2006 and are valued at $9.65 per share (the share price on the date of annual
meeting). These shares will vest on May 16, 2007.(2)
    
    The amounts reported in columns (b) and (c) for Mr. Foster were also reported in the
other compensation column of the Summary Compensation Table above. Director Fees
 63




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th
  64




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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 Security Ownership of Certain Beneficial Owners and Management
  Amount and Natureof Beneficial
    
    
    PercentName and Address (1)
    
    Ownership
    
    
    of ClassC.H. Heist
Intervivos Trust
    
    
    454,645
    (2)
    
    
    15.5
    %c/o Charles H.
Heist III and Rebecca L. Heist, TrusteesCharles H.
Heist III
    
    
    329,163
    (3)
    
    
    11.3
    %Victoria Hall
    
    
    91,941
    (4)
    
    
    3.1
    %Dixie Lea Clark
    
    
    126,014
    (4)
    
    
    4.3
    %Heist Grandchildren Trusts
    
    
    451,093
    (5)
    
    
    15.4
    %c/o Charles
H. Heist IIIDonald W.
Burton
    
    
    506,900
    (6)
    
    
    17.3
    %Post Office Box 4643Jackson, Wyoming 83001W. David Foster
    
    
    51,006
    
    
    
    1.7
    %Kurt R. Moore
    
    
    79,032
    
    
    
    2.7
    %Nolan B. Gardner
    
    
    2,808
    
    
    
    *Charles E. Scharlau
    
    
    14,255
    (7)
    
    
    *Ronald K. Leirvik
    
    
    13,750
    (7)
    
    
    *Richard W. Roberson
    
    
    14,250
    (7)
    
    
    *Donna R. Moore
    
    
    13,750
    (7)
    
    
    *All officers
and Directors (9 persons)
    
    
    1,423,752
    
    
    
    48.7
    %
 
 *
    
    Less than 1%  
 (1)
    
    Except as otherwise indicated, all addresses are c/o Ablest Inc., 1511 N. Westshore Blvd.,
Suite 900, Tampa, Florida 33607.(2)
    
    The shares indicated are held of record in a trust created by the founder of the Company,
C.H. Heist, for the benefit of his family prior to his death in February 1983. The two
trustees of the trust are Rebecca L. Heist and Charles H. Heist. Each of the trustees may be
deemed to be the beneficial owner of the shares held in the trust, and each disclaims
beneficial ownership of the shares held by the trust. The trust will continue until the death
of the children of Mr. and Mrs. C.H. Heist.(3)
    
    The shares indicated are owned directly by Mr. Heist, except for 127,248 shares owned by his
wife. Mr. Heist disclaims beneficial ownership of the above-referenced shares owned by his
wife. The shares owned do not include the
shares owned by the C. H. Heist Trust or the shares of the trusts for the grandchildren
mentioned in footnote 5 below. Mr. Heist disclaims 65




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any beneficial ownership of the shares
held in such trust.(4)
    
    Ms. Hall and Ms. Clark are daughters of C.H. Heist (deceased) and Clydis D. Heist (deceased)
and sisters of Charles H. Heist. The shares owned by each of them do not include the shares
owned by the C.H. Heist Trust or the shares of the trusts for the grandchildren mentioned in
footnote 5 below. Ms. Hall and Ms. Clark disclaim any beneficial ownership of the shares held
in such trusts.(5)
    
    The trusts indicated were created for the benefit of the children of Charles H. Heist and his
sisters, Victoria Hall and Dixie Lea Clark. Mr. Heist, Ms. Hall and Ms. Clark are trustees of
the trusts. Each of the trustees disclaims beneficial ownership of the shares held in these
trusts.(6)
    
    The Burton Partnership, Limited Partnership and The Burton
Partnership (QP), Limited Partnership are limited partnerships controlled by Donald W. Burton, who is deemed
to be the beneficial owner of the shares held by these partnerships.(7)
    
    Includes 13,500 shares subject to stock options that are currently exercisable or exercisable
within 60 days of April 3, 2006 and 250 shares of restricted stock which will vest on May
16th 2007.(8)
    
    Includes the 454,645 shares and 451,093 shares described in footnotes (2) and (5), under
Security Ownership of Certain Beneficial Owners. Also includes 54,000 shares subject to
stock options that are currently exercisable. Changes in Control
  Equity Compensation Plan Information
  66




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Equity Compensation Plan InformationNumber of securitiesremaining available forfuture issuance underNumber of securities to
    
    Weighted-average
    
    equity compensationbe issued upon exercise
    
    exercise price of
    
    plans (excludingof outstanding options,
    
    outstanding options,
    
    securities reflected inPlan category
    
    warrants and rights
    
    warrants and rights
    
    column (a))(a
    )
    
    
    (b
    )
    
    
    (c
    )Equity compensation
Plans approved by
Security holders
    
    
    54,000
    
    
    $
    5.38
    
    
    
    386,309Total
    
    
    54,000
    
    
    $
    5.38
    
    
    
    386,309
 
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons
  Review, Approval, and/or Ratification of Transactions with Related Persons
  General Policy
  67




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Procedures
 
    
    It is the responsibility of management or the affected director or executive officer to
bring the matter to the attention of the Audit Committee.
    
    Any transaction involving a related person should be presented to the Audit Committee at
the next regularly scheduled meeting.
    
    All transactions should be pre-approved by the Audit Committee, and if not feasible,
ratified by the Audit Committee as promptly as practicable.
    
    If a member of the Audit Committee is involved in the transaction, except for purposes
of providing material information about the transaction to the Audit Committee, he must be
recused from all discussions and decisions about the transaction.
   Director Independence
   
 ITEM 14. Principal Accountants Fees and Services
   Audit Fees
 68




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##### Table of Contents



2006
    
    2005Audit Fees(1)
    
    $
    150,000
    
    
    $
    105,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees(2)
    
    
    28,100
    
    
    
    28,000All Other Fees
    
    
    
    
    
    
    Total
    
    $
    192,100
    
    
    $
    151,500
 
 (1)
    
    Audit of annual financial statements and review of financial statements included in Quarterly
Reports on Form 10-Q.(2)
    
    Tax consultations and tax return preparation.  
 PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this Report:
 (1)
    
    Financial StatementsSee Index to Financial Statements on page 20.(2)
    
    Supplemental SchedulesSchedule II  Valuation and Qualifying Accounts
  (3)
    
    Exhibits
 ExhibitNumber
    
    Exhibit2.1
    
    Agreement and Plan of Merger between C. H. Heist Corp. and Ablest Inc. dated February 4,
2000. (1)2.2
    
    Agreement and Plan of Merger between Ablest Service Corp., PLP Corp., Milestone
Technologies, Inc. and Ablest Inc., dated January 1, 2001. (2)
 69




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ExhibitNumber
    
    Exhibit3.1
    
    Certificate of Incorporation of the Company. (2)3.2
    
    By-laws of the Registrant. (2)10.1
    
    Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx Industrial
Services Inc. (1)10.2
    
    Promissory Note dated August 13, 2003 between the Company and Manufacturers and Traders
Trust Company. (3)10.3
    
    Modification Agreement dated August 2, 2005 between Manufacturers and Traders Trust
Company and Ablest Inc. (10)10.4
    
    Independent Directors Stock Option Plan adopted May 14, 2000.*(2)10.5
    
    Option to Ownership Plan adopted October 9, 2000.*(2)10.6
    
    Executive Stock Awards Plan.*(4)10.7
    
    2002 Restricted Stock Plan* (8)10.8
    
    Employment agreement with Charles H. Heist III, Chairman, dated January 1, 2004.*(5)10.9
    
    Employment agreement with W. David Foster, Vice Chairman, dated January 1, 2004.*(5)10.10
    
    Employment agreement with Kurt R. Moore, President and Chief Executive Officer, dated
January 1, 2004.*(5)10.11
    
    Employment agreement with Vincent J. Lombardo, Vice President and Chief Financial
Officer, dated January 1, 2004.*(5)10.12
    
    Settlement agreement and Complete and Permanent Release, dated September 22, 2005,
between Vincent J. Lombardo and Ablest Inc.* (6)10.13
    
    VCG Services Agreement, dated September 29, 2005, between VCG, Inc. and Ablest Inc. (7)10.14
    
    VCG License and Support Agreement, dated September 29, 2005, between VCG, Inc. and
Ablest Inc. (7)10.15
    
    Professional Services Agreement (including Proposal for Great Plains
Implementation), dated September 30, 2005, between IDEAL Consulting, Inc. and Ablest Inc. (7)10.16
    
    Summary of Compensation Payable to Non-Employee Directors * (9)10.17
    
    Form of indemnification Agreement between Registrant and its Directors.21.1
    
    Subsidiaries of the Registrant. (11)
 70




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ExhibitNumber
    
    Exhibit23.1
    
    Consent of PricewaterhouseCoopers LLP.31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contracts and compensatory plans and arrangements required to be filed as
exhibits pursuant to item 15(b) of this report.(1)
    
    Filed as Exhibit to the Registrants Form 8-K report dated March 22, 2000 and
incorporated herein by reference.(2)
    
    Filed as an Exhibit to the Registrants Form 10-K Report for the year ended
December 31, 2000 and incorporated herein by reference.(3)
    
    Filed as an Exhibit to the Registrants Form 10-Q Report for the quarter ended
September 28, 2003 and incorporated herein by reference.(4)
    
    Filed as an Exhibit to the Registrants Form S-8 filed January 12, 2004 and
incorporated herein by reference.(5)
    
    Filed as an Exhibit to the Registrants Form 10-K Report for the year ended
December 28, 2003 and incorporated herein by reference.(6)
    
    Filed as an Exhibit to the Registrants Form 8-K Report dated September 26, 2005
and incorporated herein by reference.(7)
    
    Filed as an Exhibit to the Registrants Form 8-K Report dated October 5, 2005
and incorporated herein by reference.(8)
    
    Filed as an Exhibit to the Registrants Form DEF 14A dated April 28, 2003 and
incorporated herein by reference.(9)
    
    Filed as an Exhibit to the Registrants Form 8-K Report dated November 9, 2005
and incorporated herein by reference.(10)
    
    Filed as an Exhibit to the Registrants Form 10-Q Report for the quarter ended
June 26, 2005 and incorporated herein by reference.(11)
    
    Filed previously. 71




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SIGNATURES
  ABLEST INC.By:
    /s/ Kurt R. MooreKurt R. MoorePresident and Chief Executive Officer  72




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Report of Independent Registered Certified Public Accounting Firm on Financial Statement Schedule
 
   
 73




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##### Table of Contents



SCHEDULE II
   Balance at
    
    
    Additions
    
    
    
    
    
    
    
    
    
    
    Balance atbeginning of
    
    
    charged to
    
    
    Additions charged to
    
    
    
    
    
    
    end of(Amounts in thousands)
    
    the period
    
    
    costs and expense
    
    
    other accounts
    
    
    Deductions
    
    
    the periodPeriod Ended December 31, 2006
Allowance for doubtful accounts
    
    $
    275
    
    
    
    266
    
    
    
    
    
    
    
    266
    
    
    
    275Period Ended December 25, 2005
Allowance for doubtful accounts
    
    $
    285
    
    
    
    97
    
    
    
    
    
    
    
    107
    
    
    
    275Period Ended December 26, 2004
Allowance for doubtful accounts
    
    $
    246
    
    
    
    257
    
    
    
    
    
    
    
    218
    
    
    
    285
 74