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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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Form 10-K

|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the fiscal year ended December 29, 2002                                         

Commission File Number 1-10893



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Ablest Inc.(Exact name of registrant as specified in its charter)

|                                 |  |                                      
|-------------------------------- |  | -------------------------------------
|Delaware(State of Incorporation) |  | 65-0978462(I.R.S. Identification No.)

1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762
(727) 299-1200(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 Registered
|                                       |  |                                          
|Common Stock, par value $.05 per share |  | American Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Exchange 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 (X).The aggregate market value of the Registrants
common shares held by non-affiliates at February 28, 2003 was approximately
$5,598,000.

The number of common shares of the Registrant outstanding at February 28,
2003 was 2,856,188.

Documents Incorporated by Reference

Portions of the registrants definitive Proxy Statement for the 2003
Annual Meeting of Stockholders are incorporated by reference into Part II of
this Report.



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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                                           
|REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
|REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
|REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
|Balance Sheets                                    
|Statements of Operations                          
|Statements of Stockholders Equity                
|Statement of Cash Flows                           
|Notes to Financial Statements                     
|                                                   | ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure   
|                                                   | 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                                        
|                                                   | ITEM 14. Controls and Procedures                                                               
|                                                   | ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                       
|SIGNATURES                                        
|CERTIFICATION                                     
|CERTIFICATION                                     
|SCHEDULE II                                       
|Ex-21 Subisdiaries                                
|Ex-23.1 PWC Consent                               
|Ex-23.2 KPMG Consent                              
|Ex-99.1 CEO Certification                         
|Ex-99.2 CFO Certification                         



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PART I




ITEM 1.   Business

General

Prior to March 13, 2000, Ablest Inc. (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 2001 and 2000 fiscal years reported herein, the Companys industrial
maintenance business was reported as a discontinued operation. See the notes to
the Financial Statements included under Item 8 to this report on Form 10-K for
additional information on the discontinued operations. Effective December 31,
2001, reserves relating to the industrial maintenance business are no longer
reported separately.

Also on March 13, 2000 and following the sale of the Companys industrial
maintenance business to Onyx, the Company 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 accompanying
notes to the Financial Statements included under Item 8 to this report on Form
10-K for additional information on the re-incorporation and merger.

Staffing Services

The Company offers staffing services in the United States. Staffing services
are principally provided through 47 service locations in the Eastern United
States and selected Southwestern markets with the capability to supply staffing
services for the clerical, industrial and information technology needs of their
customers. Positions often filled in the Companys commercial staffing services
segment include, but are not limited to, data entry, office administration,
telemarketing, light industrial assembly, order picking and shipping. Positions
in the Companys information technology staffing services segment include, but
are not limited to, network administration, data base administration, program
analyst (both mainframe and client server), web development, project management
and technical writing. Ablest does not service any specific industry or field;
instead, its services are provided to a broad-based customer list.

The staffing services business is highly competitive with few barriers to
entry. 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.

Industry Segments and Service Activities

The table on the following page 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.

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|                                      |                        |      |              |         |              |      |              |        |   |  |  |         |  
|------------------------------------- | ---------------------- | ---- | ------------ | ------- | ------------ | ---- | ------------ | ------ | - |  |  | ------- | -
|                                      |                        |      | December 29, |         | December 30, |      | December 31,
|(Amounts in thousands)                |                        | 2002 |              | 2001    |              | 2000
|                                      |                        |      |              |         |              |     
|Revenues from Unaffiliated Customers: |                        |      |              |         |              |      |              |        |   |  |  |        
|                                      | Staffing Services      |      | $            | 101,193 |              |      |              | 87,042 |   |  |  | 103,435 |  
|                                      | Discontinued Operation |      |              |        |              |      |              |       |   |  |  | 12,565  |  
|Operating Income (loss):              |                        |      |              |         |              |      |              |        |   |  |  |        
|                                      | Staffing Services      |      |              | 566     |              |      |              | (5,674 | ) |  |  | 1,193   |  
|                                      | Discontinued Operation |      |              | 119     |              |      |              |       |   |  |  | (15     | )
|Identifiable Assets:                  |                        |      |              |         |              |      |              |        |   |  |  |        
|                                      | Staffing Services      |      |              | 19,216  |              |      |              | 16,951 |   |  |  | 23,483  |  
|                                      | Discontinued Operation |      |              |        |              |      |              | 261    |   |  |  | 1,276   |  

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

|                            |                                 |  |              |    |              |  |              |    |   |  |  |    |  
|--------------------------- | ------------------------------- |  | ------------ | -- | ------------ |  | ------------ | -- | - |  |  | -- | -
|                            |                                 |  | December 29, |    | December 30, |  | December 31,
|                            |                                 |  | 2002         |    | 2001         |  | 2000        
|                            |                                 |  |              |    |              |  |             
|Staffing Services Revenues: |                                 |  |              |    |              |  |              |    |   |  |  |   
|                            | Commercial Staffing             |  |              | 93 | %            |  |              | 88 | % |  |  | 85 | %
|                            | Information Technology Staffing |  |              | 7  | %            |  |              | 12 | % |  |  | 15 | %

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.

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 3,850 persons,
147 of which were full time at December 29, 2002. 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 notes to the
Financial Statements included under Item 8 to this report on Form 10-K for
additional information on the discontinued operations.

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Executive Officers

The Companys executive officers are:

|                    |  |     |    |                 |  |                                                                  |  |           |      | 
|------------------- |  | --- | -- | --------------- |  | ---------------------------------------------------------------- |  | --------- | ---- | 
|                    |  |     |    |                 |  |                                                                  |  | Served as
|                    |  |     |    |                 |  | Position and Office                                              |  | Executive
|Name                |  | Age |    | with Registrant |  | Officer Since                                                   
|                    |  |     |    |                 |  |                                                                 
|Charles H. Heist    |  |     | 52 |                 |  | Chairman of the Board of Directors                               |  |           | 1978 | 
|W. David Foster     |  |     | 68 |                 |  | Chief Executive Officer                                          |  |           | 1976 | 
|Kurt R. Moore       |  |     | 43 |                 |  | President and Chief Operating Officer                            |  |           | 1991 | 
|Vincent J. Lombardo |  |     | 41 |                 |  | Vice President, Chief Financial
Officer, Treasurer and Secretary |  |           | 2002 | 

Arrangements and Understandings.There are no arrangements or understandings
pursuant to which the above officers were elected.

Family Relationships.None of the officers have any family relationship with
any other officer of the Company.




ITEM 2.   Properties

The Company currently leases 13,724 square feet of office space in Clearwater,
Florida that serves as its corporate headquarters. Forty-seven additional
facilities are leased under rental agreements 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.




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 2002.

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PART II




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

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.

Price Range of Common Stock

The price ranges applicable to the common shares during each quarter of the
years ended December 29, 2002 and December 30, 2001, are as follows:

|            |  |      |      |      |  |      |      |     |  |  |      |  |  |  |      | 
|----------- |  | ---- | ---- | ---- |  | ---- | ---- | --- |  |  | ---- |  |  |  | ---- | 
|            |  | 2002 |      | 2001
|            |  |      |      |     
|            |  | High |      | Low  |  | High |      | Low
|            |  |      |      |      |  |      |      |    
|1st Quarter |  | $    | 4.65 |      |  |      | 4.25 |     |  |  | 5.12 |  |  |  | 4.50 | 
|2nd Quarter |  |      | 4.60 |      |  |      | 3.45 |     |  |  | 4.85 |  |  |  | 4.41 | 
|3rd Quarter |  |      | 4.50 |      |  |      | 3.46 |     |  |  | 4.90 |  |  |  | 4.45 | 
|4th Quarter |  |      | 6.65 |      |  |      | 4.15 |     |  |  | 4.85 |  |  |  | 4.45 | 

Number of Common Shareholders

On February 28, 2003, there were 506 registered shareholders.

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                                 |                   | 2002 |         | 2001 |  | 2000 |        | 1999  |   | 1998
|                                                           |                   |      |         |      |  |      |        |       |   |     
|Net service revenues                                       |                   | $    | 101,193 |      |  |      | 87,042 |       |   |      | 103,435 |      |  |  | 98,094 |       |   |  | 78,471 |     
|Net income (loss) from continuing operations               |                   |      | 608     |      |  |      | (5,120 | )     |   |      | 592     |      |  |  | (3,956 | )     |   |  | 876    |     
|Income (loss) per common share from continuing operations: |                   |      |         |      |  |      |        |       |   |      |         |      |  |  |        |       |   |  |        |     
|                                                           | basic and diluted |      |         | 0.21 |  |      |        | (1.75 | ) |      |         | 0.21 |  |  |        | (1.37 | ) |  |        | 0.30 | 
|Total assets                                               |                   |      | 19,216  |      |  |      | 17,212 |       |   |      | 24,759  |      |  |  | 44,009 |       |   |  | 53,340 |     
|Long-term debt                                             |                   | $    |        |      |  |      |       |       |   |      |        |      |  |  | 15,950 |       |   |  | 16,050 |     

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The following summarizes quarterly operating results:

|                                                                         |                                                 |     |        |       |   |     |        |      |  |  |        |      |  |  |        |      | 
|------------------------------------------------------------------------ | ----------------------------------------------- | --- | ------ | ----- | - | --- | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- | 
|2002 Quarters                                                            |                                                 | 1st |        | 2nd   |   | 3rd |        | 4th 
|                                                                         |                                                 |     |        |       |   |     |        |     
|Net service revenues                                                     |                                                 | $   | 19,227 |       |   |     | 26,234 |      |  |  | 29,287 |      |  |  | 26,445 |     
|Gross profit                                                             |                                                 |     | 3,610  |       |   |     | 4,823  |      |  |  | 5,281  |      |  |  | 4,673  |     
|Operating income (loss)                                                  |                                                 |     | (582   | )     |   |     | 419    |      |  |  | 802    |      |  |  | (73    | )   
|Net income (loss) from continuing operations                             |                                                 |     | (327   | )     |   |     | 405    |      |  |  | 526    |      |  |  | 4      |     
|Income (loss) per common share, basic and diluted
Continuing operations: |                                                 | $   | (0.11  | )     |   |     | 0.14   |      |  |  | 0.18   |      |  |  |       |     
|                                                                         | Adj. to loss on sale of discontinued operations |     |        |      |   |     |        |     |  |  |        |     |  |  |        | 0.03 | 
|                                                                         |                                                 |     |        |       |   |     |        |      |  |  |        |      |  |  |        |     
|                                                                         | Income (loss) per common share                  |     | $      | (0.11 | ) |     |        | 0.14 |  |  |        | 0.18 |  |  |        | 0.03 | 
|                                                                         |                                                 |     |        |       |   |     |        |      |  |  |        |      |  |  |        |     

|                                                                |                                                 |     |        |       |   |     |        |       |   |  |        |       |   |  |        |       |  
|--------------------------------------------------------------- | ----------------------------------------------- | --- | ------ | ----- | - | --- | ------ | ----- | - |  | ------ | ----- | - |  | ------ | ----- | -
|2001 Quarters                                                   |                                                 | 1st |        | 2nd   |   | 3rd |        | 4th  
|                                                                |                                                 |     |        |       |   |     |        |      
|Net service revenues                                            |                                                 | $   | 21,846 |       |   |     | 21,021 |       |   |  | 22,814 |       |   |  | 21,361 |      
|Gross profit                                                    |                                                 |     | 4,534  |       |   |     | 4,380  |       |   |  | 4,669  |       |   |  | 3,373  |      
|Operating loss                                                  |                                                 |     | (773   | )     |   |     | (551   | )     |   |  | (112   | )     |   |  | (4,238 | )    
|Net loss from continuing operations                             |                                                 |     | (501   | )     |   |     | (335   | )     |   |  | (166   | )     |   |  | (4,118 | )    
|Loss per common share, basic and diluted
Continuing operations: |                                                 | $   | (0.17  | )     |   |     | (0.12  | )     |   |  | (0.06  | )     |   |  | (1.42  | )    
|                                                                | Adj. to loss on sale of discontinued operations |     |        |      |   |     |        |      |   |  |        |      |   |  |        |      |  
|                                                                |                                                 |     |        |       |   |     |        |       |   |  |        |       |   |  |        |      
|                                                                | Loss per common share                           |     | $      | (0.17 | ) |     |        | (0.12 | ) |  |        | (0.06 | ) |  |        | (1.42 | )
|                                                                |                                                 |     |        |       |   |     |        |       |   |  |        |       |   |  |        |      




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. This notice is intended to take advantage of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995 with respect
to such forward-looking statements. Risks and uncertainties include, but are
not limited to; hiring and maintaining qualified employees, legislative and
judicial reforms which could increase the cost of our services to our customers
and make the use of staffing service providers less beneficial, the proper
functioning of our management information systems and future economic
insecurity.

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 operations comprised substantially all of
the assets of C. H. Heist Corp.s industrial maintenance operations. Included
in the sale was 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., and reincorporated in the state of Delaware.

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 were not affected by the merger.

For financial reporting purposes, the Companys former industrial maintenance
business is 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 operations. 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 29, 2002, compared to December 30, 2001.

Fiscal Year 2002 was comprised of 52 weeks, as was fiscal 2001.

Results of Operations:

Service revenues increased by $14.2 million or 16.3% to $101.2 million from
$87.0 million for the year ended December 29, 2002 compared to the year ended
December 30, 2001.

Service revenues for the Companys commercial staffing services segment
increased by $17.5 million or 22.9% to $94.1 million from $76.6 million for
fiscal 2002 as compared to fiscal 2001. This increase is from several large
industrial customers and the gradual improvement of the industrial sector.
Historically, the staffing industry is one of the first to feel the impact of a
declining economy and conversely, is one of the first to benefit from an
improving economy. During fiscal 2002, the Company closed two commercial
staffing offices; one that was not performing to expectations and one on-site
location where the customer plant closed. One on-site commercial staffing
office was opened in fiscal 2002.

Service revenues in the Companys information technology staffing services
segment declined by $3.3 million or 32.4% to $7.1 million from $10.4 million
for fiscal 2002 as compared to fiscal 2001. The information technology staffing
services segment continues to feel the effect of the slow down in the United
States economy and an overall decline in the information technology industry.
Also contributing to this decline was the loss of a high volume, low gross
margin customer in the fourth quarter of the fiscal 2001.

Gross profit increased by $1.4 million or 8.4% to $18.4 million for fiscal 2002
as compared to fiscal 2001. Gross profit for the commercial staffing segment
increased $2.1 million or 14.6% over the same period. Gross profit for the
Companys information technology staffing services segment declined by $718,000
or 31.5% for fiscal 2002 as compared to fiscal 2001. The decline in gross
profit for the information technology segment is related to the decline in the
service revenues, although it is offset by a slight rise in gross margin to
22.1% from 21.8% one year earlier. Gross margin for the commercial staffing
services segment declined by 1.3% to 17.9% for fiscal 2002 from 19.2% for
fiscal 2001. The decline in gross margin continues to be impacted by a
changing sales mix where a greater percentage of revenue is being derived from
light industrial clients. For fiscal 2002, light industrial services as a
percentage of commercial staffing services revenue increased to 81.3% from
76.2%, as compared to fiscal 2001. Bidding for these services is highly
competitive and, due to their large volume, requires lower margins to secure
the contracts.

Selling, general and administrative expense, exclusive of amortization expense
and intangible asset impairment, declined by approximately $1.6 million or 8.1%
for the current year compared to one year earlier. Contributing to this
decrease was the closing of seven field offices in the prior fiscal year and
cost reductions in the Companys information technology staffing services
offices.

Other income (expense), net, increased by $166,000 to $260,000 in fiscal 2002
as compared to fiscal 2001. Interest income, net, amounted to approximately
$15,000 in fiscal 2002 as compared to a net interest income of $21,000 in
fiscal 2001. Included in the increase of other income (expense), net is the
receipt of $211,000 from the Canadian workers compensation board for settlement
of claims previously funded by the Company.

The effective tax rate for fiscal 2002 is an expense of 28.4%. The year to
date tax expense reported includes a refund of $201,000 for the Companys 1998
amended federal income tax return that was received in the first quarter of
2002.

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Discontinued Operations:

Adjustment to loss on sale of discontinued operations, net of income taxes, was
$69,000 for fiscal 2002. This includes $119,000 of reserves for potential
environmental and other exposures that are no longer needed based on the
Companys determination of the liability status. This is partially offset by
$50,000 for income tax expense related to this income. Effective December 31,
2001, reserves relating to the industrial maintenance business are no longer
reported separately.

Critical Accounting Policies and Estimates

The Company has identified the policies below as critical to the Companys
business operations and the understanding of its results of operations. For a
detailed discussion on the application of these and other accounting policies,
see the notes to the Financial Statements in Item 8 of this Annual Report on
Form 10-K. Note that the preparation of this Annual Report on Form 10-K
requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenue and expenses during the reporting period. Management bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.

(a)   Allowance for doubtful accounts
The Company must make estimates of the collectibility of accounts receivable.
Management analyzes historical bad debts, customer concentrations, customer
credit-worthiness, current economic trends and changes in the customers
payment tendencies when evaluating the adequacy of the allowance for doubtful
accounts. The accounts receivable balance was $11.6 million, net of allowance
for doubtful accounts of $291,000 as of December 29, 2002.

(b)   Self-insurance reserves
The Company is self-insured for general liability, medical and workers
compensation coverages. Accruals for losses are made based on the Companys
claims experience and actuarial assumptions followed in the insurance industry.
Management believes that the amounts accrued are adequate to cover all known
and unreported claims at December 29, 2002.

(c)   Goodwill
In June 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible
Assets. Under SFAS No. 142, goodwill and indefinite lived intangible assets
are no longer amortized but are reviewed at least annually for impairment. At
December 29, 2002, the Company did not have indefinite lived intangible assets
other than goodwill and did not have any intangible assets with definite lives.
The Company has adopted SFAS No. 142 effective December 31, 2001, the first
day of fiscal 2002. SFAS No. 142 prescribes a two-phase process for impairment
testing of goodwill. The first phase, required to be completed by June 30,
2002, screens for impairment; while the second phase (if necessary), required
to be completed by December 29, 2002, measures the impairment. The Company
screened for impairment during the first and fourth fiscal quarters of 2002 and
found no instances of impairment of its recorded goodwill.

During the year ended December 30, 2001, the Company recorded an impairment
loss of $2.9 million related to intangible assets in accordance with SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of.

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(d)   Deferred Tax Assets
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.

Liquidity and Capital Resources:

The quick ratio was 3.2 to 1 and 3.7 to 1 at December 29, 2002 and December 30,
2001, respectively, and the current ratio was 3.5 to 1 and 3.8 to 1, for the
same respective periods. Net working capital increased by $1.2 million during
fiscal 2002. Contributing to this was an increase in accounts receivable of
$1.4 million due to the higher level of revenue being generated during this
period. In addition, cash increased by $1.3 million. These items were offset
by an increase in accrued expenses of $1.4 million. Accrued expenses increased
primarily due to the 2001 insurance retrospective premium adjustments that were
not paid until 2003. Reference should be made to the Statement of Cash Flows,
which details the sources and uses of cash.

On July 22, 2001, The Company entered into a Standard LIBOR Grid Note Agreement
(LIBOR Agreement) with The Manufacturers and Traders Trust Company (M&T).
The LIBOR Agreement allows for the borrowing for general corporate needs of up
to $5.0 million with interest calculated at the banks then prime lending rate
or, at the Companys option, using a formula which adds 250 basis points or
2.5% to the 30, 60 or 90 day London Interbank Offered Rate LIBOR rate. The
LIBOR Agreement is a one-year demand note that originally expired on July 21,
2002, and is renewable annually with the consent of both parties. On June 14,
2002, the Company renewed the LIBOR Agreement for another year extending the
expiration date to July 22, 2003. The LIBOR Agreement does not contain working
capital or other financial covenants. The Company believes that this line will
be renewed and will be sufficient to cover foreseeable operational funding
requirements in 2003. Since, however, the Company must repay any borrowings
under the LIBOR Agreement to M&T on demand, there is no guarantee that the
Company will be able to maintain or obtain funding from M&T if, for any reason,
M&T does not wish to continue to extend credit to the Company. At the current
time, given the Companys financial condition, the nature of its business which
does not require attainment or maintenance of high levels of working capital,
its historical relationship with M&T and the fact that working capital
requirements tend to decline if revenues decline, the Company believes that it
will be able to borrow required funds from M&T under the LIBOR Agreement. If,
however, M&T were to demand repayment of the borrowings (or decline to provide
funding) under the LIBOR Agreement for any reason, the Company would be in the
position of having to secure from other sources funding to finance its working
capital requirements. Such new sources could require commitment fees,
financial covenants and other conditions, taking into consideration such
factors as the health of the national economy, staffing industry performance
and trends, and the Companys financial condition, performance and prospects.
In such event, there is no guarantee that the Company would be able to secure
such funding on favorable terms.

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For the fiscal year ended December 30, 2001, compared to December 31, 2000.

Fiscal Year 2001 was comprised of 52 weeks compared to 53 weeks in fiscal 2000.

Results of Operations:

Service revenues declined by $16.4 million or 15.9% to $87.0 million from
$103.4 million for the year ended December 30, 2001 compared to the year ended
December 31, 2000.

Service revenues for the Companys commercial staffing services segment
decreased by $11.6 million or 13.2% to $76.6 million from $88.2 million for
fiscal 2001 as compared to fiscal 2000. This decrease was primarily a result of
an overall decline in demand for the Companys commercial staffing services as
a result of the economic recession that had occurred in the United States.
Historically, the staffing industry is one of the first to feel the impact of a
declining economy and conversely, is one of the first to benefit from an
improving economy. During fiscal 2001, the Company closed six commercial
staffing offices that were not performing up to expectations or were severely
impacted by significant declines in their respective local economies. These
offices accounted for $3.6 million of the overall decline in commercial
staffing services in fiscal 2001 as compared to fiscal 2000.

Service revenues in the Companys information technology staffing services
segment declined by $4.8 million or 31.4% to $10.4 million in fiscal 2001 as
compared to $15.2 million for fiscal 2000. This segment was especially hard
hit by the decline in the general economy and the softening of demand for
information technology staffing services, post year 2000 conversion.
Contributing to this decline was a decrease in placement fees generated by this
segment. For fiscal 2001 placement fees accounted for 0.7% of information
technology staffing services as compared to 4.6% for fiscal 2000. Additionally,
in December of 2001, the Company closed one of its information technology
staffing offices that had shown a decline of approximately $900,000 in service
revenues from the prior year.

Gross profit decreased by $5.9 million or 25.8% to $17.0 million for fiscal
2001 as compared to fiscal 2000. Gross profit for the commercial staffing
segment declined $3.5 million or 18.6% over the same period. Gross profit for
the Companys information technology staffing services segment declined by $1.6
million or 40.8% for fiscal 2001 as compared to fiscal 2000. The decline in
gross profit for both segments was related to the decline in the service
revenues and a decline in gross margin. Gross margin declined by 2.6
percentage points to 19.5% from 22.1% for fiscal 2001 as compared to fiscal
2000. For the commercial staffing services segment, the decline in gross margin
was partially attributable to a change in the sales mix where a greater
percentage of revenue was derived from light industrial and payrolling
services. For fiscal 2001, light industrial services as a percentage of
commercial staffing services revenue increased to 76.2% from 68.0%, compared to
fiscal 2000. Driving this change in the sales mix was the increase in total
staffing services being derived from the Companys Vendor-On-Premises programs.
Bidding for these services is highly competitive and, due to their large
volume, require lower margins to secure the contracts. For the Companys
information technology staffing services segment, gross margin declined by 3.5
percentage points from fiscal 2000 to fiscal 2001. This decline was partially
attributable to the decline in permanent placement fees noted earlier and the
use of Tiered Suppliers, which accounted for 5.6% of this segments revenues in
2001 compared to none in 2000.

Selling, general and administrative expense, exclusive of amortization expense
and intangible asset impairment, declined by approximately $1.9 million or 8.9%
for fiscal 2001 as compared to fiscal 2000. This decline was the result of cost
reductions and staff eliminations that were done during the second and fourth
quarters when the Company closed seven under performing branch locations.
During fiscal 2001, the Company recorded $250,000 in reorganization expense
relating to the closing of the seven offices noted above.

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In the fourth quarter of 2001, the Company incurred non-cash charges of $2.9
million relating to the impairment of goodwill and other intangible assets
associated with various information technology staffing acquisitions made in
previous fiscal years. The Company has continuously reviewed the information
technology staffing acquisitions to determine whether it can continue to
support the carrying value of the intangible assets that were established at
the time of the respective acquisitions. Based upon several factors, including
a steady decline in revenue and earnings, the loss of a major customer,
management changes that occurred in the fourth quarter 2001 and the continued
weakening of demand in this segment of the staffing industry, an impairment
triggering event was deemed to have occurred. Based on the projected discounted
future cash flows from this segment, the related goodwill and other intangible
assets were written down to their estimated current net realizable values.

Other income (expense), net, increased by $80,000 to $94,000 during fiscal 2001
as compared to fiscal 2000. Interest income, net, amounted to approximately
$22,000 in 2001 as compared to a net interest expense of $135,000 in 2000. Also
contributing to the increase in other income, net, was the one time receipt of
$73,000 from the demutualization of the Companys former pension and 401-K plan
service provider.

The effective tax rate for fiscal 2001 was a benefit of 8.3%. 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
provided valuation allowances for those deferred tax assets that are not
expected to be realized. The Company recorded a valuation allowance of $2.3
million in fiscal 2001 against a deferred tax benefit of $2.8 million,
resulting in a recognized benefit of $460,000. In fiscal 2000, the recorded tax
provision of $615,000 represented an effective rate of 50.9% due to the impact
of changes in estimates of previously recognized tax benefits and the
non-deductibility for tax purposes of certain expenses (mainly goodwill
amortization) incurred by the Company.

Discontinued Operations:

At December 30, 2001 the combined balance in the remaining reserve for loss on
sale of discontinued operations was $325,000. The Company believes that the
balance in the reserve account is sufficient to cover all remaining items from
the sale of its industrial maintenance operations to Onyx in 2000. The reserves
will be utilized to complete environmental remediation in two of the Companys
former industrial maintenance locations, to cover any damages against the
Companys former Canadian subsidiary resulting from an on-going lawsuit and to
cover any future insurance retrospective premium adjustments in the United
States.

In August 2001, the Company sold its former Lima, Ohio property for a gain
of approximately $17,000. In December 2001, the Company sold its former
Charlotte, North Carolina facility for $1.1 million and recognized a gain in
the net assets of discontinued operations of approximately $396,000. Also in
December 2001, the Company received a one-time distribution, on behalf of the
discontinued operations, of $222,000 from the demutualization of its former
pension and 401-K service provider. In fiscal 2001, the Company made a final
payment to Onyx of approximately $62,500 to settle all outstanding items under
the Asset Sales and Purchase Agreement dated January 21, 2000.




ITEM 7A.   Quantitative and Qualitative Disclosure About Market Risk

The Company does not believe that its exposure to fluctuations in interest
rates is material.

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ITEM 8.   Financial Statements and Supplemental Data

Index to Financial Statements

|                                                                                               |                                                                                                                   |  |               |    | 
|---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- |  | ------------- | -- | 
|                                                                                               |                                                                                                                   |  | PageReference
|                                                                                               |                                                                                                                   |  |              
|The financial statements of the registrant required to be included in Item 8 are listed below: |                                                                                                                   |  |               |   
|                                                                                               | Reports of Independent Certified Public Accountants                                                               |  |               | 13 | 
|                                                                                               | Balance Sheets as of December 29, 2002 and December 30, 2001                                                      |  |               | 16 | 
|                                                                                               | Statements of Operations for the years ended
December 29, 2002, December 30, 2001 and December 31, 2000           |  |               | 17 | 
|                                                                                               | Statements of Stockholders Equity for the years ended December 29,
2002, December 30, 2001 and December 31, 2000 |  |               | 18 | 
|                                                                                               | Statements of Cash Flows for the years ended December 29, 2002,
December 30, 2001 and December 31, 2000           |  |               | 19 | 
|                                                                                               | Notes to Financial Statements                                                                                     |  |               | 21 | 

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of Ablest Inc.:

In our opinion, the accompanying balance sheet as of December 29, 2002 and the
related statements of operations, stockholders equity, and cash flows present
fairly, in all material respects, the financial position of Ablest Inc. at
December 29, 2002, and the results of its operations and cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the
responsibility of the Companys management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion. The financial statements of Ablest Inc. as of December 30, 2001, and
for the year then ended, prior to the revision discussed in Note 2, were
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial
statements in their report dated February 1, 2002.

As discussed in Note 2, the Company changed its method of accounting for
amortization of goodwill in accordance with FAS 142, Goodwill and Other
Intangible Assets effective December 31, 2001.

As discussed above, the financial statements of Ablest Inc. as of December 30,
2001, and for the year then ended, were audited by other independent
accountants who have ceased operations. As described in Note 2, these
financial statements have been revised to include the transitional disclosures
required by Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets, which was adopted by the Company as of December 31,
2001. We audited the 2001 transitional disclosures described in Note 2. In
our opinion, the transitional disclosures for 2001 in Note 2 are appropriate.
However, we were not engaged to audit, review, or apply any procedures to the
2001 financial statements of the Company other than with respect to such
disclosures and, accordingly, we do not express an opinion or any other form of
assurance on the 2001 financial statements taken as a whole.

PricewaterhouseCoopers LLP

Tampa, FL
February 14, 2003

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

THIS REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS IS A COPY OF A REPORT
PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN LLP.

To Ablest Inc.:

We have audited the accompanying balance sheet of Ablest Inc. (a Delaware
corporation) as of December 30, 2001, and the related statements of operations,
stockholders equity and cash flows for the year then ended. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Ablest Inc. as of December 31, 2000,
were audited by other auditors whose report dated February 16, 2001, expressed
an unqualified opinion on those statements.

We conducted our audit 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 audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ablest Inc. as of December 30,
2001, and the results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.

| |                    
| | -------------------
| | ARTHUR ANDERSEN LLP

Tampa, Florida,
February 1, 2002

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Ablest, Inc.:

We have audited the accompanying consolidated statements of operations,
stockholders equity and cash flows of Ablest, Inc. for the year ended December
31, 2000. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Ablest, Inc. for the year ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

KPMG LLP
 
Tampa, Florida
February 16, 2001

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ABLEST INC.
Balance Sheets

(Amounts in thousands, except share
and per share data)

|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |        |        | 
|------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ------------ | ------ | ------------ | ----- | ------ | ------ | 
|                                      |                                                                                                                                                                             |                                            |       | December 29, |        | December 30,
|                                      |                                                                                                                                                                             |                                            |       | 2002         |        | 2001        
|                                      |                                                                                                                                                                             |                                            |       |              |        |             
|ASSETS                                |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|CURRENT ASSETS                        |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      | Cash and cash equivalents                                                                                                                                                   |                                            | $     | 1,858        |        |              |       | 607    |       
|                                      | Accounts receivable, net                                                                                                                                                    |                                            |       | 11,639       |        |              |       | 10,232 |       
|                                      | Prepaid expenses and other current assets                                                                                                                                   |                                            |       | 296          |        |              |       | 237    |       
|                                      | Current deferred tax asset                                                                                                                                                  |                                            |       | 988          |        |              |       | 1,193  |       
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total current assets                       |       |              | 14,781 |              |       |        | 12,269 | 
|Property, plant and equipment, net    |                                                                                                                                                                             |                                            | 872   |              |        |              | 1,385 |       
|Deferred tax asset, net               |                                                                                                                                                                             |                                            | 2,234 |              |        |              | 1,962 |       
|Goodwill, net                         |                                                                                                                                                                             |                                            | 1,283 |              |        |              | 1,283 |       
|Other assets                          |                                                                                                                                                                             |                                            | 46    |              |        |              | 52    |       
|Net assets of discontinued operations |                                                                                                                                                                             |                                            |      |              |        |              | 261   |       
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total assets                               |       | $            | 19,216 |              |       |        | 17,212 | 
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|LIABILITIES AND STOCKHOLDERS EQUITY  |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|CURRENT LIABILITIES                   |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      | Accounts payable                                                                                                                                                            |                                            | $     | 256          |        |              |       | 326    |       
|                                      | Accrued expenses and other current liabilities                                                                                                                              |                                            |       | 4,008        |        |              |       | 2,615  |       
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total current liabilities                  |       |              | 4,264  |              |       |        | 2,941  | 
|Other liabilities                     |                                                                                                                                                                             |                                            | 81    |              |        |              | 8     |       
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total liabilities                          |       |              | 4,345  |              |       |        | 2,949  | 
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|COMMITMENTS AND CONTINGENCIES         |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|STOCKHOLDERS EQUITY                  |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      | Preferred stock of $.05 par value; 500,000 shares authorized,
none issued or outstanding at
December 29, 2002 and December 30, 2001                                         |                                            |       |             |        |              |       |       |       
|                                      | Common stock of $.05 par value; 7,500,000 shares authorized,
3,293,395 and 3,293,405 shares issued and outstanding at
December 29, 2002 and December 30, 2001, respectively |                                            |       | 165          |        |              |       | 165    |       
|                                      | Additional paid-in capital                                                                                                                                                  |                                            |       | 4,936        |        |              |       | 4,936  |       
|                                      | Unearned restricted stock                                                                                                                                                   |                                            |       |             |        |              |       | (108   | )     
|                                      | Notes receivable from stock sale                                                                                                                                            |                                            |       |             |        |              |       | (22    | )     
|                                      | Retained earnings                                                                                                                                                           |                                            |       | 11,725       |        |              |       | 11,048 |       
|                                      | Treasury stock at cost: 428,341 and 387,239 shares held at December 29, 2002 and December 30, 2001, respectively                                                            |                                            |       | (1,955       | )      |              |       | (1,756 | )     
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total stockholders equity                 |       |              | 14,871 |              |       |        | 14,263 | 
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       
|                                      |                                                                                                                                                                             | Total liabilities and stockholders equity |       | $            | 19,216 |              |       |        | 17,212 | 
|                                      |                                                                                                                                                                             |                                            |       |              |        |              |       |       

See accompanying notes to financial statements.

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ABLEST INC.
Statements of Operations

(Amounts in thousands, except share
data)

|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |      |      |           | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------------------------ | ---- | ------------ | --------- | ------------ | ----- | ------------ | --------- | ------- | ---- | ---- | --------- | 
|                                                                                              |                                                 |                                                                            |                                                              |      | December 29, |           | December 30, |       | December 31,
|                                                                                              |                                                 |                                                                            |                                                              |      | 2002         |           | 2001         |       | 2000        
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |             
|Net service revenues                                                                          |                                                 | $                                                                          | 101,193                                                      |      |              |           | 87,042       |       |              |           | 103,435 |     
|Cost of services                                                                              |                                                 |                                                                            | 82,806                                                       |      |              |           | 70,086       |       |              |           | 80,601  |     
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Gross profit                                                 |      |              | 18,387    |              |       |              | 16,956    |         |      |      | 22,834    | 
|Selling, general and administrative expenses                                                  |                                                 |                                                                            | 17,821                                                       |      |              |           | 19,399       |       |              |           | 21,275  |     
|Amortization of intangible assets                                                             |                                                 |                                                                            |                                                             |      |              |           | 323          |       |              |           | 366     |     
|Intangible asset impairment                                                                   |                                                 |                                                                            |                                                             |      |              |           | 2,908        |       |              |           |        |     
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Operating income (loss)                                      |      |              | 566       |              |       |              | (5,674    | )       |      |      | 1,193     | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|Other income (expense):                                                                       |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 | Interest income (expense), net                                             |                                                              |      | 15           |           |              |       | 21           |           |         |      | (135 | )        
|                                                                                              |                                                 | Other, net                                                                 |                                                              |      | 245          |           |              |       | 73           |           |         |      | 149  |          
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Other income (expense), net                                  |      |              | 260       |              |       |              | 94        |         |      |      | 14        | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Income (loss) from continuing operations
before income taxes |      |              | 826       |              |       |              | (5,580    | )       |      |      | 1,207     | 
|Income tax expense (benefit)                                                                  |                                                 |                                                                            | 218                                                          |      |              |           | (460         | )     |              |           | 615     |     
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Net income (loss) from continuing
operations                 |      |              | 608       |              |       |              | (5,120    | )       |      |      | 592       | 
|Discontinued operations:                                                                      |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 | Adjustment to loss on sale of discontinued
operations, net of income taxes |                                                              |      | 69           |           |              |       |             |           |         |      | 185  |          
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Net income (loss)                                            |      | $            | 677       |              |       |              | (5,120    | )       |      |      | 777       | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|Basic (loss) earnings per common share:                                                       |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              | Continuing operations                           |                                                                            | $                                                            | 0.21 |              |           |              | (1.75 | )            |           |         | 0.21 |     
|                                                                                              | Adj. to loss on sale of discontinued operations |                                                                            |                                                              | 0.02 |              |           |              |      |              |           |         | 0.06 |     
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Basic net income (loss) per common share                     |      | $            | 0.23      |              |       |              | (1.75     | )       |      |      | 0.27      | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|Diluted (loss) earnings per common share:                                                     |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              | Continuing operations                           |                                                                            | $                                                            | 0.21 |              |           |              | (1.75 | )            |           |         | 0.21 |     
|                                                                                              | Adj. to loss on sale of discontinued operations |                                                                            |                                                              | 0.02 |              |           |              |      |              |           |         | 0.06 |     
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Diluted net income (loss) per common share                   |      | $            | 0.23      |              |       |              | (1.75     | )       |      |      | 0.27      | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|Weighted average number of common shares used
in computing net income (loss) per common share |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Basic                                                        |      |              | 2,887,191 |              |       |              | 2,922,246 |         |      |      | 2,865,844 | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     
|                                                                                              |                                                 |                                                                            | Diluted                                                      |      |              | 2,887,230 |              |       |              | 2,922,246 |         |      |      | 2,865,844 | 
|                                                                                              |                                                 |                                                                            |                                                              |      |              |           |              |       |              |           |         |     

See accompanying notes to financial statements.

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ABLEST INC.
Statements of Stockholders Equity

(Amounts in thousands)

|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|-------------------------------- |  | ------ | --- | ------- |  | ---------- | ----- | -------- |  | ---------- | ------ | ---------- |  | ------------- | ------ | -------- |  | ---------- | ---- | ----- |  | - | ---- | - |  | - | ------ | -
|                                 |  |        |     |         |  | Additional |       |          |  |            |        |            |  |               |        | Unearned |  | Receivable |      | Total
|                                 |  | Common |     | paid-in |  | Retained   |       | Treasury |  | restricted |        | from stock |  | stockholders'
|                                 |  | stock  |     | capital |  | earnings   |       | stock    |  | stock      |        | sale       |  | equity       
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |              
|Balances at December 26, 1999    |  | $      | 158 |         |  | $          | 4,285 |          |  | $          | 15,391 |            |  | $             | (1,222 | )        |  | $          |     |       |  | $ |     |   |  | $ | 18,612 |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Net income                       |  |        |    |         |  |            |      |          |  |            | 777    |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 777    |  
|Stock options exercised          |  |        | 1   |         |  |            | 77    |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 78     |  
|Stock compensation awards        |  |        | 3   |         |  |            | 320   |          |  |            |       |            |  |               |       |          |  |            | (215 | )     |  |   |     |   |  |   | 108    |  
|Stock repurchase program         |  |        |    |         |  |            |      |          |  |            |       |            |  |               | (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 |            |  |               | (1,612 | )        |  |            | (215 | )     |  |   | (235 | ) |  |   | 19,185 |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Net (loss)                       |  |        |    |         |  |            |      |          |  |            | (5,120 | )          |  |               |       |          |  |            |     |       |  |   |     |   |  |   | (5,120 | )
|Stock compensation awards        |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            | 107  |       |  |   |     |   |  |   | 107    |  
|Stock repurchase program         |  |        |    |         |  |            |      |          |  |            |       |            |  |               | (144   | )        |  |            |     |       |  |   |     |   |  |   | (144   | )
|Option to ownership program      |  |        |    |         |  |            | 22    |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 22     |  
|Notes receivable from stock sale |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   | 213  |   |  |   | 213    |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Balances at December 30, 2001    |  |        | 165 |         |  |            | 4,936 |          |  |            | 11,048 |            |  |               | (1,756 | )        |  |            | (108 | )     |  |   | (22  | ) |  |   | 14,263 |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Net income                       |  |        |    |         |  |            |      |          |  |            | 677    |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 677    |  
|Stock compensation awards        |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            | 108  |       |  |   |     |   |  |   | 108    |  
|Stock repurchase program         |  |        |    |         |  |            |      |          |  |            |       |            |  |               | (199   | )        |  |            |     |       |  |   |     |   |  |   | (199   | )
|Notes receivable from stock sale |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   | 22   |   |  |   | 22     |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Balances at December 29, 2002    |  | $      | 165 |         |  | $          | 4,936 |          |  | $          | 11,725 |            |  | $             | (1,955 | )        |  | $          |     |       |  | $ |     |   |  | $ | 14,871 |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  

See accompanying notes to financial statements.

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ABLEST INC.
Statement of Cash Flows

(Amounts in thousands)

|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |         |        |  
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----- | ------------ | ----- | ------------ | --- | ------------ | ----- | - | ------ | ------- | ------ | -
|                                                             |                                                                                                    |                                                                              |       | December 29, |       | December 30, |     | December 31,
|                                                             |                                                                                                    |                                                                              |       | 2002         |       | 2001         |     | 2000        
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |             
|CASH FLOWS FROM OPERATING ACTIVITIES                         |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             | Net income (loss) from continuing operations                                                       |                                                                              | $     | 608          |       |              |     | (5,120       | )     |   |        | 592     |       
|                                                             | Adjustments to reconcile net income (loss) to net
Cash provided by (used in) operating activities: |                                                                              |       |              |       |              |     |              |       |   |        |         |       
|                                                             |                                                                                                    | Depreciation                                                                 |       |              | 642   |              |     |              | 904   |   |        |         | 1,151  |  
|                                                             |                                                                                                    | Amortization of intangible assets                                            |       |              |      |              |     |              | 323   |   |        |         | 366    |  
|                                                             |                                                                                                    | Intangible asset impairment                                                  |       |              |      |              |     |              | 2,908 |   |        |         |       |  
|                                                             |                                                                                                    | Loss (gain) on disposal of property, plant and
equipment, net                |       |              | 44    |              |     |              | 199   |   |        |         | (98    | )
|                                                             |                                                                                                    | Deferred income taxes                                                        |       |              | (67   | )            |     |              | (501  | ) |        |         | (645   | )
|                                                             |                                                                                                    | Stock compensation                                                           |       |              |      |              |     |              | 320   |   |        |         | 108    |  
|                                                             |                                                                                                    | Changes in assets and liabilities (next page)                                |       |              | 197   |              |     |              | 1,904 |   |        |         | (4,950 | )
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             |                                                                                                    | Net cash provided by (used in) operating activities
of continuing operations |       |              | 1,424 |              |     |              | 937   |   |        |         | (3,476 | )
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|CASH FLOWS FROM INVESTING ACTIVITIES                         |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             | Additions to property, plant and equipment                                                         |                                                                              |       | (173         | )     |              |     | (627         | )     |   |        | (1,040  | )     
|                                                             | Proceeds from disposal of property, plant and equipment                                            |                                                                              |       |             |       |              |     |             |       |   |        | 366     |       
|                                                             | Acquisitions and earnout payments, net of cash acquired                                            |                                                                              |       |             |       |              |     |             |       |   |        | (225    | )     
|                                                             | Cash transfer from discontinued operations                                                         |                                                                              |       |             |       |              |     | 13           |       |   |        | 8,683   |       
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             |                                                                                                    | Net cash (used in) provided by investing activities
of continuing operations |       |              | (173  | )            |     |              | (614  | ) |        |         | 7,784  |  
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|CASH FLOWS FROM FINANCING ACTIVITIES                         |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             | Proceeds from bank line of credit borrowings                                                       |                                                                              |       | 6,100        |       |              |     | 1,200        |       |   |        | 6,200   |       
|                                                             | Repayment of bank line of credit borrowings                                                        |                                                                              |       | (6,100       | )     |              |     | (1,200       | )     |   |        | (15,200 | )     
|                                                             | Proceeds from exercise of stock options                                                            |                                                                              |       |             |       |              |     |             |       |   |        | 78      |       
|                                                             | Employee stock awards                                                                              |                                                                              |       | 130          |       |              |     | 22           |       |   |        |        |       
|                                                             | Purchase of treasury shares                                                                        |                                                                              |       | (199         | )     |              |     | (144         | )     |   |        | (390    | )     
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|                                                             |                                                                                                    | Net cash (used in) provided by financing activities
of continuing operations |       |              | (69   | )            |     |              | (122  | ) |        |         | (9,312 | )
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|Net increase (decrease) in cash from continuing operations   |                                                                                                    |                                                                              | 1,182 |              |       |              | 201 |              |       |   | (5,004 | )      
|Net (decrease) increase in cash from discontinued operations |                                                                                                    |                                                                              | (131  | )            |       |              | 13  |              |       |   | 13,531 |        
|Less amount transferred to continuing operations             |                                                                                                    |                                                                              | 200   |              |       |              | (13 | )            |       |   | (8,683 | )      
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         |                                                                                                    |                                                                              | 1,251 |              |       |              | 201 |              |       |   | (156   | )      
|CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                 |                                                                                                    |                                                                              | 607   |              |       |              | 406 |              |       |   | 562    |        
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        
|CASH AND CASH EQUIVALENTS, END OF YEAR                       |                                                                                                    | $                                                                            | 1,858 |              |       |              | 607 |              |       |   | 406    |        
|                                                             |                                                                                                    |                                                                              |       |              |       |              |     |              |       |   |        |        

See accompanying notes to financial statements.

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ABLEST INC.
Statement of Cash Flows

(Amounts in thousands)

|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |   |        |         |  
|------------------------------------------------------------------------------------------------------------------ | -------------------------- | ---------------------------------------------- | ------------------------------------ | - | ------------ | ------ | ------------ | - | ------------ | ------ | ------- | - | ------ | ------- | -
|                                                                                                                   |                            |                                                |                                      |   | December 29, |        | December 30, |   | December 31,
|                                                                                                                   |                            |                                                |                                      |   | 2002         |        | 2001         |   | 2000        
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |             
|Changes in continuing operations assets and liabilities
providing (using) cash excluding effects of acquisitions: |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            | Accounts Receivables, net                      |                                      | $ | (1,407       | )      |              |   | 4,397        |        |         |   | (1,137 | )      
|                                                                                                                   |                            | Prepaid expenses and other current assets      |                                      |   | (59          | )      |              |   | 122          |        |         |   | 60     |        
|                                                                                                                   |                            | Accounts payable                               |                                      |   | (70          | )      |              |   | (161         | )      |         |   | (981   | )      
|                                                                                                                   |                            | Accrued expenses and other current liabilities |                                      |   | 1,393        |        |              |   | (2,020       | )      |         |   | (2,588 | )      
|                                                                                                                   |                            | Other assets                                   |                                      |   | 267          |        |              |   | 10           |        |         |   | (17    | )      
|                                                                                                                   |                            | Other liabilities                              |                                      |   | 73           |        |              |   | (444         | )      |         |   | (287   | )      
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            | Total                                          |                                      | $ | 197          |        |              |   | 1,904        |        |         |   | (4,950 | )      
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|Supplemental disclosures of cash flow information:                                                                 |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   | Cash paid during year for: |                                                |                                      |   |              |        |              |   |              |        |         |   |       
|                                                                                                                   |                            |                                                | Interest  continuing operations     |   | $            | 28     |              |   |              | 12     |         |   |        | 135     |  
|                                                                                                                   |                            |                                                | Interest  discontinued operations   |   |              |       |              |   |              |       |         |   |        | 198     |  
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            | $                                              | 28                                   |   |              |        | 12           |   |              |        | 333     |  
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   | Bank line of credit:       |                                                |                                      |   |              |        |              |   |              |        |         |   |       
|                                                                                                                   |                            |                                                | Proceeds  continuing operations     |   | $            | 6,100  |              |   |              | 1,200  |         |   |        | 6,200   |  
|                                                                                                                   |                            |                                                | Proceeds  discontinued operations   |   |              |       |              |   |              |       |         |   |        | 5,250   |  
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            | $                                              | 6,100                                |   |              |        | 1,200        |   |              |        | 11,450  |  
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            |                                                | Repayments  continuing operations   |   | $            | (6,100 | )            |   |              | (1,200 | )       |   |        | (15,200 | )
|                                                                                                                   |                            |                                                | Repayments  discontinued operations |   |              |       |              |   |              |       |         |   |        | (11,900 | )
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  
|                                                                                                                   |                            | $                                              | (6,100                               | ) |              |        | (1,200       | ) |              |        | (27,100 | )
|                                                                                                                   |                            |                                                |                                      |   |              |        |              |   |              |        |         |  

See accompanying notes to financial statements.

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ABLEST INC.
Notes to Financial Statements, continued

1.   Company Background

Ablest Inc. (Company) is primarily engaged in staffing services principally
in the Eastern United States and selected Southwestern markets. The two
operating divisions of the Company are Ablest Staffing Services, which focuses
on providing temporary and contract staffing solutions to businesses in the
clerical and light industrial sectors, and Ablest Technology Services, which
focuses on providing information technology staffing services to all
businesses.

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 3, 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. to Onyx
Industrial Services, Inc. The accompanying financial statements as of and for
the year ended December 31, 2000 reflect industrial maintenance operations as a
discontinued operation. Effective December 31, 2001, reserves relating to the
industrial maintenance business are no longer reported separately.

On March 6, 2000, the shareholders approved an Agreement and Plan of Merger
(the Merger Agreement) effecting a re-incorporation (the Re-incorporation)
of 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 purchase 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 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 purchase
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.

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 were not affected by the merger.

In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements to conform to the financial statement presentation of the current
period.

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ABLEST INC.
Notes to Financial Statements, continued

2.   Significant Accounting Policies



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fiscal Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | The Companys fiscal year ends on the last Sunday of December. The
financial statements include 52 weeks for the years ended December 29,
2002 and December 30, 2001 and 53 weeks for the year ended December 31,
2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Prior to the merger of the Companys subsidiaries on January 1, 2001, the
Company reported their operations on a consolidated basis. The
consolidated financial statements included the accounts of the Company
and its subsidiaries, all of which were wholly-owned. All significant
intercompany balances and transactions were eliminated in consolidation.                                                                                                                                                                                                                                                                                                          
|
| | Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | All highly liquid investments with original maturities of three months or
less are considered cash equivalents. There were no cash equivalents at
December 29, 2002 and December 30, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Revenue and associated costs are recognized in the period the services
are provided. In December 1999, the United States Securities and Exchange
Commissions (SEC) issued Staff Accounting Bulletin (SAB) 101, Revenue
Recognition, which summarizes certain views of the SEC staff in applying
generally accepted accounting principles to revenue recognition in
financial statements. The Companys revenue recognition policies comply
with SAB 101 and, therefore, adoption of SAB 101 had no impact on the
Companys financial statements.                                                                                                                     
|
| | Property, Plant and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | Property, plant and equipment are recorded at cost and are depreciated
over the estimated useful lives of the respective assets 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 seven years.                                                                                                                                                                                                                                                                                               
|
| | Expenditures for maintenance and repairs are charged to expense as
incurred. Additions and major replacements or betterments that increase
capacity or extend useful lives are added to the cost of the asset. Upon
sale or retirement of the asset, the cost and accumulated depreciation
are eliminated from the respective accounts and the resulting gain or
loss is included in other income (expense), net in the accompanying
statements of operations.                                                                                                                                                                                                          
|
| | Deferred Tax Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 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.

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ABLEST INC.
Notes to Financial Statements, continued



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Allowance for Doubtful Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | The Company must make estimates of the collectibility of accounts
receivables. Management analyzes historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and
changes in the customers payment tendencies when evaluating the adequacy
of the allowance for doubtful accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Self-Insurance Reserves                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | The Company is self-insured for general liability, medical and workers
compensation coverages. Accruals for losses are made based on the
Companys claims experience and actuarial assumptions followed in the
insurance industry. Management believes that the amounts accrued are
adequate to cover all known and unreported claims at December 29, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Goodwill and Other Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Intangible assets, which represent the excess of acquisition cost over
the fair market value of identified net assets acquired in business
combinations accounted for as purchases, were amortized using the
straight-line method over three to thirty years prior to fiscal 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | In June 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other
Intangible Assets. Under SFAS No. 142, goodwill and indefinite lived
intangible assets are no longer amortized but are reviewed at least
annually for impairment. At December 29, 2002, the Company did not have
indefinite lived intangible assets other than goodwill and did not have
any intangible assets with definite lives. The Company has adopted SFAS
No. 142 effective December 31, 2001, the first day of fiscal 2002. SFAS
No. 142 prescribes a two-phase process for impairment testing of
goodwill. The first phase, required to be completed by June 30, 2002,
screens for impairment; while the second phase (if necessary), required
to be completed by December 29, 2002, measures the impairment. The
Company screened for impairment during the first and fourth fiscal
quarters of 2002 and found no instances of impairment of its recorded
goodwill.                                                 
|
| | During the year ended December 30, 2001, the Company recorded an
impairment loss of $2.9 million related to intangible assets in
accordance with SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The
Company evaluated the recoverability of its long-lived assets whenever
events or changes in circumstance indicated that the carrying amount may
not be recoverable. If indications were that the carrying amount of the
asset may not be recoverable, the Company estimated the future cash flows
expected to result from use of the asset and its eventual disposition. If
the sum of the expected future cash flows (non-discounted and without
interest charges) was less than the carrying amount of the asset, the
Company recognized an impairment loss. The impairment loss recognized was
measured as the amount by which the carrying amount of the asset exceeds
its estimated fair value. The estimation of fair value was generally
measured by discounting expected future cash flows.
|
| | In October 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 144, (SFAS No. 144), Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale.
The Company adopted the provisions of SFAS No. 144 for its 2002 fiscal
year started on December 31, 2001. Adoption of SFAS No. 144 did not have a
material financial impact upon the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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ABLEST INC.
Notes to Financial Statements, continued



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                               
|
| | Income (Loss) Per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Basic income (loss) per common share is computed by using the weighted
average number of common shares outstanding. Diluted income (loss) per
share is computed by using the weighted average number of common shares
outstanding plus the dilutive effect, if any, of stock options. Basic and
diluted income (loss) per share was the same for the years ended December
29, 2002, December 30, 2001 and December 31, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | Use of Estimates and Assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting periods. Actual results could differ from those
estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 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 No. 123 (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.
|
| | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | The carrying amounts of the Companys financial instruments, including cash and
cash equivalents, receivables, accounts payable and accrued liabilities,
approximate fair value because of their short maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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ABLEST INC.
Notes to Financial Statements, continued

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued
Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and
Other Intangible Assets. Under SFAS No. 142, goodwill and
indefinite lived intangible assets are no longer amortized but are
reviewed at least annually for impairment. At December 29, 2002, the
Company did not have indefinite lived intangible assets other than
goodwill and did not have any intangible assets with definite lives.
The Company has adopted SFAS No. 142 effective December 31, 2001, the
first day of fiscal 2002. SFAS No. 142 prescribes a two-phase process
for impairment testing of goodwill. The first phase, required to be
completed by June 30, 2002, screens for impairment; while the second
phase (if necessary), required to be completed by December 29, 2002,
measures the impairment. The Company screened for impairment during
the first and fourth fiscal quarters of 2002 and found no instances
of impairment of its recorded goodwill.

|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|--------------------------------------------- |  | ------------ | ---- | ------------ |  | ------------ | ------ | - |  |  | ---- | 
|                                              |  | For the Year |      | For the Year |  | For the Year
|                                              |  | Ended        |      | Ended        |  | Ended       
|                                              |  | December 29, |      | December 30, |  | December 31,
|(Amounts in thousands, except per share data) |  | 2002         |      | 2001         |  | 2000        
|                                              |  |              |      |              |  |             
|Reported net income (loss)                    |  | $            | 677  |              |  |              | (5,120 | ) |  |  | 777  | 
|Add back Goodwill amortization (net of tax)   |  |              |     |              |  |              | 349    |   |  |  | 217  | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|Adjusted net income (loss)                    |  | $            | 677  |              |  |              | (4,771 | ) |  |  | 994  | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|Reported basic earnings (loss) per share      |  | $            | 0.23 |              |  |              | (1.75  | ) |  |  | 0.27 | 
|Add back Goodwill amortization (net of tax)   |  |              |     |              |  |              | 0.12   |   |  |  | 0.08 | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|Adjusted basic income (loss) per share        |  | $            | 0.23 |              |  |              | (1.63  | ) |  |  | 0.35 | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|Reported diluted earnings (loss) per share    |  | $            | 0.23 |              |  |              | (1.75  | ) |  |  | 0.27 | 
|Add back Goodwill amortization (net of tax)   |  |              |     |              |  |              | 0.12   |   |  |  | 0.08 | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 
|Adjusted diluted income (loss) per share      |  | $            | 0.23 |              |  |              | (1.63  | ) |  |  | 0.35 | 
|                                              |  |              |      |              |  |              |        |   |  |  |      | 

In June 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 143, (SFAS No. 143), Accounting for Asset
Retirement Obligations. SFAS No. 143 applies to legal obligations
associated with the retirement of long-lived assets, except for certain
obligations of lessees. This Statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be
made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. This Statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002
with initial application required as of the beginning of an entitys
fiscal year. The Company does not anticipate the financial impact of
adoption of the new pronouncement to be material.

In October 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 144, (SFAS No. 144), Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale.
The Company adopted the provisions of SFAS No. 144 for its 2002 fiscal
year started on December 31, 2001. Adoption of SFAS No. 144 did not have a
material financial impact upon the Company.

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##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued

In May 2001, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 145, (SFAS No. 145), Rescission of SFAS
Statements No. 4, 44 and 64, Amendment of SFAS Statement No. 13 and
technical corrections as of April 2002. SFAS No. 145 rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt, and an amendment
of that Statement, SFAS No. 44, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. This Statement also rescinds SFAS No. 64,
Accounting for Intangible Assets of Motor Carriers and amends SFAS No.
13, Accounting for Leases, to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that
are similar to sale-leaseback transactions. This Statement also amends
other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under
changed conditions. Adoption of SFAS No. 145 is for financial statements
issued after May 15, 2002 and did not have a material financial impact
upon the Company.

In June 2002, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 146, (SFAS No. 146), Accounting for Exit or
Disposal Activities. SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with
exit and disposal activities, including restructuring activities that are
currently accounted for pursuant to the guidance that the Emerging Issues
Task Force (EITF) has set forth in EITF Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to
Exit an Activity (including Certain Costs Incurred in a Restructuring).
The scope of SFAS No. 146 also includes: (1) costs related to terminating
a contract that is not a capital lease and (2) termination benefits that
employees who are involuntarily terminated receive under the terms of a
one-time benefit arrangement that is not an ongoing benefit arrangement or
an individual deferred-compensation contract. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31,
2002. The Company does not anticipate the financial impact of adoption of
the new pronouncement to be material.

In December 2002, the Financial Accounting Standards Board issued
Financial Accounting Standards No. 148, (SFAS No. 148), Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of FASB
Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures
in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the
method used on reported results. SFAS No. 148 is effective for fiscal
years beginning after December 15, 2003. The Company does not anticipate
the financial impact of adoption of the new pronouncement to be material.

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##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued

3. 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. 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
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 was not received and, accordingly, the Company excluded
such amounts from the estimated sales price in determining the loss on disposal
of this business.

The Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx (the
Agreement) included certain other provisions, which resulted in additional
disposition costs for the Company. Such costs included environmental
remediation at certain specific industrial maintenance branches, reimbursement
of any uncollectable accounts receivable acquired by Onyx and the payment of
certain severance costs. The Company 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 and the estimate used
in the determination of the loss on sale of discontinued operations recorded in
1999. In July 2001, a settle-up of remaining outstanding items from the
Agreement resulted in an additional net payment of approximately $497,000 to
Onyx. The Company believes no additional adjustments to the loss on disposal
are required. Effective December 31, 2001, reserves relating to the industrial
maintenance business are no longer reported separately.

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##### Table of Contents



ABLEST INC.
Notes to Financial Statements, continued

A summary of the operating results of discontinued operations are shown below:

|                                                                               |  |              |     |              |  |              |   |  |  |  |        | 
|------------------------------------------------------------------------------ |  | ------------ | --- | ------------ |  | ------------ | - |  |  |  | ------ | 
|                                                                               |  | December 29, |     | December 30, |  | December 31,
|(Amounts in thousands)                                                         |  | 2002         |     | 2001         |  | 2000        
|                                                                               |  |              |     |              |  |             
|Net service revenues                                                           |  | $            |    |              |  |              |  |  |  |  | 12,565 | 
|                                                                               |  |              |     |              |  |              |   |  |  |  |        | 
|Income (loss) from discontinued operations
before income tax expense (benefit) |  |              | 119 |              |  |              |  |  |  |  | 309    | 
|Income tax expense (benefit)                                                   |  |              | 50  |              |  |              |  |  |  |  | 124    | 
|                                                                               |  |              |     |              |  |              |   |  |  |  |        | 
|Income (loss) from discontinued operations                                     |  | $            | 69  |              |  |              |  |  |  |  | 185    | 
|                                                                               |  |              |     |              |  |              |   |  |  |  |        | 

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 for the year ended
December 31, 2000.

Comprehensive loss of these operations was $216,000 for the year ended December
31, 2000. 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 federal 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 and state taxes.

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 balance sheets as
net assets of discontinued operations. Following are the components of net
assets of discontinued operations. Current assets of discontinued operations at
December 30, 2001 primarily relate to deferred tax assets. Accrued loss on
disposal of discontinued operations at December 30, 2001 includes $119,000 of
reserves for potential environmental and other exposures that are no longer
needed based on the Companys determination of the liability status, $76,000
for a contract dispute settled in fiscal 2002, $75,000 of reserves still
accrued at December 29, 2002 and $55,000 of reserves paid out in fiscal 2002.
Effective December 31, 2001, reserves relating to the industrial maintenance
business are no longer reported separately.

|                                 |  |              |   |              |  |  |      |  
|-------------------------------- |  | ------------ | - | ------------ |  |  | ---- | -
|                                 |  | December 29, |   | December 30,
|(Amounts in thousands)           |  | 2002         |   | 2001        
|                                 |  |              |   |             
|Current assets                   |  | $            |  |              |  |  | 586  |  
|Property, plant & equipment, net |  |              |  |              |  |  |     |  
|Accrued loss on disposal         |  |              |  |              |  |  | (325 | )
|                                 |  |              |   |              |  |  |      |  
|                                 |  | $            |  |              |  |  | 261  |  
|                                 |  |              |   |              |  |  |      |  

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ABLEST INC.
Notes to Financial Statements, continued

4. Allowance for Doubtful Accounts

The following table sets forth the allowance for doubtful accounts roll-forward
for the past two fiscal years.

|                                       |  |              |     |              |  |  |      |  
|-------------------------------------- |  | ------------ | --- | ------------ |  |  | ---- | -
|                                       |  | December 29, |     | December 30,
|(Amounts in thousands)                 |  | 2002         |     | 2001        
|                                       |  |              |     |             
|Balance at beginning of period         |  | $            | 252 |              |  |  | 390  |  
|Additions charged to cost and expenses |  |              | 92  |              |  |  | 649  |  
|Accounts receivable written-off        |  |              | (53 | )            |  |  | (787 | )
|                                       |  |              |     |              |  |  |      |  
|Balance at end of period               |  | $            | 291 |              |  |  | 252  |  
|                                       |  |              |     |              |  |  |      |  

5. Property, Plant and Equipment

A summary of aggregate property, plant and equipment follows:

|                               |  |              |       |              |  |  |       | 
|------------------------------ |  | ------------ | ----- | ------------ |  |  | ----- | 
|                               |  | December 29, |       | December 30,
|(Amounts in thousands)         |  | 2002         |       | 2001        
|                               |  |              |       |             
|Office furniture and equipment |  | $            | 4,964 |              |  |  | 5,007 | 
|Leasehold improvements         |  |              | 352   |              |  |  | 388   | 
|                               |  |              |       |              |  |  |       | 
|                               |  |              | 5,316 |              |  |  | 5,395 | 
|Less accumulated depreciation  |  |              | 4,444 |              |  |  | 4,010 | 
|                               |  |              |       |              |  |  |       | 
|                               |  | $            | 872   |              |  |  | 1,385 | 
|                               |  |              |       |              |  |  |       | 

Depreciation expense for the years ended December 29, 2002, December 30, 2001
and December 31, 2000 was $642,000 , $917,000 and $1.2 million , respectively.

6. Goodwill

In the fourth quarter of 2001, the Company recorded a pre-tax write down of
$2.9 million 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 steady decline in revenue
and earnings, the loss of a major customer, the departure of pre-acquisition
management in the fourth quarter of 2001 and the continued weakening of demand
in this segment of the staffing industry.

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ABLEST INC.
Notes to Financial Statements, continued

7. Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities follows:

|                               |  |              |       |              |  |  |       | 
|------------------------------ |  | ------------ | ----- | ------------ |  |  | ----- | 
|                               |  | December 29, |       | December 30,
|(In thousands)                 |  | 2002         |       | 2001        
|                               |  |              |       |             
|Payroll and other compensation |  | $            | 1,793 |              |  |  | 1,525 | 
|Insurance                      |  |              | 2,038 |              |  |  | 936   | 
|Other                          |  |              | 177   |              |  |  | 154   | 
|                               |  |              |       |              |  |  |       | 
|                               |  | $            | 4,008 |              |  |  | 2,615 | 
|                               |  |              |       |              |  |  |       | 

8. Indebtedness

Effective January 1, 2001, the Revolving Term Loan Agreement between the
Company and Manufacturers and Traders Trust Company (M&T) dated August 21,
1995 was reduced to $5,000,000 and was set to expire on August 1, 2001. All
other terms and conditions of the original loan agreement remained unchanged.

On July 22, 2001, the Company signed a $5,000,000 Standard LIBOR Grid Note
agreement (LIBOR Agreement) with M&T to replace the existing Revolving Term
Loan Agreement with M&T. The interest rate on borrowings under the unsecured
credit facility is elected by the Company at the time of borrowing and is
either (i) the banks prime rate or (ii) the 30, 60 or 90 day London Interbank
Offered Rate (LIBOR) plus 250 basis points (Modified LIBOR Rate). The 90
day Modified LIBOR Rate in effect at December 29, 2002 was 4.30%. There were no
outstanding balances due on the LIBOR Agreement at December 29, 2002 nor the
Revolving Term Loan Agreement at December 30, 2001.

The LIBOR Agreement is a one-year demand note that originally expired on July
21, 2002 and is renewable annually with the consent of both parties. It does
not contain working capital or other restrictive covenants. On June 14, 2002,
the Company renewed the LIBOR Agreement for another year extending the
expiration date to July 22, 2003. All other terms and conditions of the LIBOR
Agreement remain unchanged.

9. 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
Directors Plan). The purpose of the Directors 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 Directors 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 (the Board) 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.

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ABLEST INC.
Notes to Financial Statements, continued

A summary of stock option activity for the Directors Plan follows:

|                                         |  |         |        |                |  |          |      | 
|---------------------------------------- |  | ------- | ------ | -------------- |  | -------- | ---- | 
|                                         |  |         |        |                |  | Weighted
|                                         |  | Stock   |        | Average       
|                                         |  | Options |        | Exercise Price
|                                         |  |         |        |               
|Outstanding at December 31, 2000         |  |         | 24,000 |                |  | $        | 5.06 | 
|Granted                                  |  |         | 6,000  |                |  |          | 4.60 | 
|                                         |  |         |        |                |  |          |      | 
|Outstanding at December 30, 2001         |  |         | 30,000 |                |  |          | 4.97 | 
|Granted                                  |  |         | 6,000  |                |  |          | 4.10 | 
|                                         |  |         |        |                |  |          |      | 
|Outstanding at December 29, 2002         |  |         | 36,000 |                |  | $        | 4.83 | 
|                                         |  |         |        |                |  |          |      | 
|Options exercisable at December 29, 2002 |  |         | 22,000 |                |  | $        | 4.86 | 
|                                         |  |         |        |                |  |          |      | 

At December 29, 2002 the range of exercise prices for options issued under the
Directors Plan was $4.10 to $5.06. The weighted average fair value of options
granted in 2001 was $3.11 and the weighted average remaining contractual life
of the outstanding options was 7.9 years.

In August 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 fair 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 are accounted for under variable plan
accounting, as defined in SFAS No. 123. As such, additional compensation
expense of $22,000 was recorded in fiscal 2001 to reflect increase in the fair
value of the common shares issued. In fiscal 2002, the Company forgave a
$22,000 promissory note related to approximately 5,000 shares earned in 2002
under the Program.

The Company had reserved 375,000 common shares for issuance in conjunction with
its 1991 Stock Option Plan (the 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 and generally expired no more than ten years after
grant. Options vest and became fully exercisable six months after the grant
date. During the year ended December 30, 2001 there was no activity in the
plan. In the year ended December 31, 2000, 58,336 options were converted to
common shares under the Option to Ownership Program.

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ABLEST INC.
Notes to Financial Statements, continued

A summary of stock option activity for the Plan follows:

|                                 |  |               |         |                |  |                  |      |                     |  |  |         | 
|-------------------------------- |  | ------------- | ------- | -------------- |  | ---------------- | ---- | ------------------- |  |  | ------- | 
|                                 |  |               |         |                |  | Weighted Average |      | Options Exercisable
|                                 |  | Stock Options |         | Exercise Price |  | at Year End     
|                                 |  |               |         |                |  |                 
|Outstanding at December 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 at December 31, 2000 |  |               | 41,479  |                |  |                  | 8.02 |                     |  |  | 41,479  | 
|Canceled or expired              |  |               |        |                |  |                  |      |                     |  |  |         | 
|                                 |  |               |         |                |  |                  |      |                     |  |  |         | 
|Outstanding at December 30, 2001 |  |               | 41,479  |                |  | $                | 8.02 |                     |  |  | 41,479  | 
|Canceled or expired              |  |               | (17,479 | )              |  |                  | 8.77 |                     |  |  |         | 
|                                 |  |               |         |                |  |                  |      |                     |  |  |         | 
|Outstanding at December 29, 2002 |  |               | 24,000  |                |  | $                | 7.48 |                     |  |  | 24,000  | 
|                                 |  |               |         |                |  |                  |      |                     |  |  |         | 

At December 29, 2002 the range of exercise prices for options issued under the
Plan was $6.94 to $7.81. The weighted average remaining contractual life of the
options is 1.7 years. The remaining option grants pertain to retired, former
key employees of the company.

Based on the fair value of all options at the grant date, the Companys net
income (loss) and income (loss) per common share from continuing operations
would have been reduced to the pro forma amounts indicated below:

|                                                                     |                       |              |           |              |      |              |  |  |        |        |   |  |     |     |  |  | 
|-------------------------------------------------------------------- | --------------------- | ------------ | --------- | ------------ | ---- | ------------ |  |  | ------ | ------ | - |  | --- | --- |  |  | 
|                                                                     |                       | December 29, |           | December 30, |      | December 31,
|(Amounts in thousands, except per share data)                        |                       | 2002         |           | 2001         |      | 2000        
|                                                                     |                       |              |           |              |      |             
|Net income (loss) from                                               |                       | As reported  |           | $            | 677  |              |  |  | (5,120 | )      |   |  | 592 |    
|                                                                     | continuing operations |              | Pro forma |              |      | 638          |  |  |        | (5,136 | ) |  |     | 499 | 
|Basic and diluted net income (loss)
per common share from continuing |                       | As reported  |           | $            | 0.23 |              |  |  | (1.75  | )      |   |  | .21 |    
|                                                                     | operations            |              | Pro forma |              |      | 0.22         |  |  |        | (1.76  | ) |  |     | .17 | 

The fair value of the option grants has been estimated as of the date of the
grant using the Black-Scholes option pricing model. The various factors used
for options granted in the years ended December 29, 2002 and December 30, 2001
are provided below:

|                        |  |                   |      |                   |  |  |      |  
|----------------------- |  | ----------------- | ---- | ----------------- |  |  | ---- | -
|                        |  | December 29, 2002 |      | December 30, 2001
|                        |  |                   |      |                  
|Risk-free interest rate |  |                   | 3.83 | %                 |  |  | 5.12 | %
|Dividend yield          |  |                   |     |                   |  |  |     |  
|Expected life           |  | 10 Years          |      | 10 Years         
|Volatility              |  |                   | 40.7 | %                 |  |  | 35.6 | %

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ABLEST INC.
Notes to Financial Statements, continued

10.     Incentive Plans

In 2002 the Company implemented a Restricted Stock Plan (Plan). The purpose
of the plan is to promote the long-term growth and profitability of the Company
by providing executive officers and certain other key employees of the Company
with incentive to improve stockholder values, contribute to the success of the
Company and enabling the Company to attract, retain and reward the best
available persons for positions of substantial responsibility. An aggregate of
250,000 shares of common stock of the Company (hereinafter the shares) may be
issued pursuant to the Plan. The maximum number of restricted shares that may
be granted to any single individual in any one calendar year shall not exceed
25,000 shares. With respect to each grant of restricted shares under the Plan,
one-third of the subject shares will become fully vested on the first
anniversary of the date of grant, another one-third of the subject shares will
become vested on the second anniversary of the date of grant, and the final
one-third of the subject shares will become vested on the third anniversary of
the date of grant. The Plan commenced effective the first day of fiscal 2002,
and received approval by the holders of a majority of the Companys outstanding
common stock in fiscal 2002. Unless previously terminated, the Plan shall
terminate at the close of business on the last day of fiscal year 2006. In
fiscal 2002, the Company expensed $81,000 for approximately 14,000 shares.

In 2002 the Company expensed $108,000 for 20,000 restricted shares earned by
executive officers pursuant to their employment agreements. This is the last
grant associated with these employment agreements.

11.     Income Taxes

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

|                            |         |                |     |              |     |              |      |              |      |   |     |     |     | 
|--------------------------- | ------- | -------------- | --- | ------------ | --- | ------------ | ---- | ------------ | ---- | - | --- | --- | --- | 
|                            |         |                |     | December 29, |     | December 30, |      | December 31,
|(Amounts in thousands)      |         | 2002           |     | 2001         |     | 2000        
|                            |         |                |     |              |     |             
|Current expense (benefit):  |         |                |     |              |     |              |      |              |      |   |     |    
|                            | Federal |                | $   |             |     |              |      |             |      |   |     | 105 |    
|                            | State   |                |     |             |     |              |      |             |      |   |     | 18  |    
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|                            |         | Total current  |     |              |    |              |      |              |     |   |     |     | 123 | 
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|Deferred expense (benefit): |         |                |     |              |     |              |      |              |      |   |     |    
|                            | Federal |                |     | 227          |     |              |      | (412         | )    |   |     | 386 |    
|                            | State   |                |     | 41           |     |              |      | (48          | )    |   |     | 132 |    
|                            | Foreign |                |     |             |     |              |      |             |      |   |     | 97  |    
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|                            |         | Total deferred |     |              | 268 |              |      |              | (460 | ) |     |     | 615 | 
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|                            |         | $              | 268 |              |     |              | (460 | )            |      |   | 738 |    
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|Continuing operations       |         | $              | 218 |              |     |              | (460 | )            |      |   | 615 |    
|Discontinued operations     |         |                | 50  |              |     |              |     |              |      |   | 123 |    
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    
|                            |         | $              | 268 |              |     |              | (460 | )            |      |   | 738 |    
|                            |         |                |     |              |     |              |      |              |      |   |     |     |    

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ABLEST INC.
Notes to Financial Statements, continued

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

|                                   |          |      |              |      |              |      |              |        |   |  |       |       | 
|---------------------------------- | -------- | ---- | ------------ | ---- | ------------ | ---- | ------------ | ------ | - |  | ----- | ----- | 
|                                   |          |      | December 29, |      | December 30, |      | December 31,
|(Amounts in thousands)             |          | 2002 |              | 2001 |              | 2000
|                                   |          |      |              |      |              |     
|Income (loss) before
income taxes: |          |      |              |      |              |      |              |        |   |  |       |      
|Continuing operations:             |          |      |              |      |              |      |              |        |   |  |       |      
|                                   | Domestic |      | $            | 826  |              |      |              | (5,580 | ) |  |       | 1,207 | 
|                                   |          |      |              |      |              |      |              |        |   |  |       |       | 
|Discontinued operations:           |          |      |              |      |              |      |              |        |   |  |       |      
|                                   | Domestic |      |              | 119  |              |      |              |       |   |  |       | 138   | 
|                                   | Foreign  |      |              |     |              |      |              |       |   |  |       | 171   | 
|                                   |          |      |              |      |              |      |              |        |   |  |       |       | 
|                                   |          |      |             |      |              |      |             |        |   |  | 309   |      
|                                   |          |      |              |      |              |      |              |        |   |  |       |       | 
|                                   |          | $    | 945          |      |              |      | (5,580       | )      |   |  | 1,516 |      
|                                   |          |      |              |      |              |      |              |        |   |  |       |       | 

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

|                                        |                                           |      |      |              |   |              |        |              |   |  |      |     |  | 
|--------------------------------------- | ----------------------------------------- | ---- | ---- | ------------ | - | ------------ | ------ | ------------ | - |  | ---- | --- |  | 
|                                        |                                           |      |      | December 29, |   | December 30, |        | December 31,
|(Amounts in thousands)                  |                                           | 2002 |      | 2001         |   | 2000        
|                                        |                                           |      |      |              |   |             
|Computed expected tax expense (benefit) |                                           | $    | 321  |              |   |              | (1,897 | )            |   |  | 417  |    
|Adjustments resulting from:             |                                           |      |      |              |   |              |        |              |   |  |      |    
|                                        | State tax, net of Federal tax benefit     |      |      | 41           |   |              |        | (48          | ) |  |      | 31  | 
|                                        | Goodwill amortization and impairment      |      |      |             |   |              |        | 335          |   |  |      | 12  | 
|                                        | Meals & entertainment                     |      |      | 30           |   |              |        | 35           |   |  |      | 32  | 
|                                        | Change in estimate for tax benefit, other |      |      | 77           |   |              |        |             |   |  |      | 123 | 
|                                        | Refund of 1998 amended income tax return  |      |      | (201         | ) |              |        |             |   |  |      |    | 
|                                        | Valuation allowance                       |      |      |             |   |              |        | 1,115        |   |  |      |    | 
|                                        |                                           |      |      |              |   |              |        |              |   |  |      |    
|                                        |                                           | $    | 268  |              |   |              | (460   | )            |   |  | 615  |    
|                                        |                                           |      |      |              |   |              |        |              |   |  |      |    
|Effective tax rate                      |                                           |      | 28.4 | %            |   |              | (8.3   | %)           |   |  | 50.9 | %  
|                                        |                                           |      |      |              |   |              |        |              |   |  |      |    

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ABLEST INC.
Notes to Financial Statements, continued

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

|                                     |                                                 |      |       |              |   |              |       |        |   | 
|------------------------------------ | ----------------------------------------------- | ---- | ----- | ------------ | - | ------------ | ----- | ------ | - | 
|                                     |                                                 |      |       | December 29, |   | December 30,
|(Amounts in thousands)               |                                                 | 2002 |       | 2001        
|                                     |                                                 |      |       |             
|Deferred tax assets and liabilities: |                                                 |      |       |              |   |              |       |       
|                                     | Allowance for doubtful receivables              |      | $     | 111          |   |              |       | 95     |  
|                                     | Accrued insurance expense                       |      |       | 773          |   |              |       | 352    |  
|                                     | Accrued loss on disposal                        |      |       | 28           |   |              |       | 124    |  
|                                     | Accumulated depreciation of plant and equipment |      |       | 76           |   |              |       | 68     |  
|                                     | Accumulated amortization of other assets        |      |       | 864          |   |              |       | 938    |  
|                                     | Foreign tax and other credit carryforwards      |      |       | 180          |   |              |       | 24     |  
|                                     | Operating loss carryforwards                    |      |       | 3,468        |   |              |       | 4,147  |  
|                                     | Other                                           |      |       | 76           |   |              |       | 227    |  
|                                     |                                                 |      |       |              |   |              |       |        |  
|                                     |                                                 |      | 5,576 |              |   |              | 5,975 |       
|                                     | Valuation allowances                            |      |       | (2,354       | ) |              |       | (2,354 | )
|                                     |                                                 |      |       |              |   |              |       |        |  
|Net deferred tax assets              |                                                 | $    | 3,222 |              |   |              | 3,621 |       
|                                     |                                                 |      |       |              |   |              |       |        |  

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

|                         |                               |                         |   |              |       |              |  |       |       | 
|------------------------ | ----------------------------- | ----------------------- | - | ------------ | ----- | ------------ |  | ----- | ----- | 
|                         |                               |                         |   | December 29, |       | December 30,
|(Amounts in thousands)   |                               | 2002                    |   | 2001        
|                         |                               |                         |   |             
|Continuing operations:   |                               |                         |   |              |       |              |  |      
|                         | Current deferred tax assets   |                         | $ | 988          |       |              |  | 1,193 |      
|                         | Long-term deferred tax assets |                         |   | 2,234        |       |              |  | 1,962 |      
|                         |                               |                         |   |              |       |              |  |       |      
|                         |                               | Net deferred tax assets |   |              | 3,222 |              |  |       | 3,155 | 
|                         |                               |                         |   |              |       |              |  |       |      
|Discontinued operations: |                               |                         |   |              |       |              |  |      
|                         | Current deferred tax assets   |                         |   |             |       |              |  | 466   |      
|                         |                               |                         |   |              |       |              |  |       |      
|                         |                               | Net deferred tax assets |   |              |      |              |  |       | 466   | 
|                         |                               |                         |   |              |       |              |  |       |      
|                         |                               | Net deferred tax assets |   | $            | 3,222 |              |  |       | 3,621 | 
|                         |                               |                         |   |              |       |              |  |       |      

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.

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ABLEST INC.
Notes to Financial Statements, continued

12.     Employee Benefit Plans

The Company had two qualified noncontributory defined benefit pension plans
covering substantially all of its personnel in the United States, including one
covering all non-bargaining unit employees of its discontinued operations. The
benefits were based on years of service and the employees average compensation
during employment. Pension costs were funded as required by applicable
regulations. Plan assets were 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. Final distribution of
plan assets were made on April 24, 2001 for the C. H. Heist Corp. Employees
Pension Plan and on May 24, 2001 for the Ablest Service Corp. United States
Employees Pension Plan. The net assets of the plans were allocated, as
prescribed by ERISA and its related regulations.

The Company currently maintains a qualified defined contribution plan covering
all 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
approximately $198,000, $276,000 and $351,000 for the years ended December 29,
2002, December 30, 2001 and December 31, 2000, respectively. Of these amounts
approximately $198,000, $276,000 and $305,000 were allocated to continuing
operations.

13.     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 information technology
staffing services, consisting mostly of programmers and systems support
personnel. Staffing services for both segments are provided throughout the
eastern United States and select southwestern U.S. markets.

Corporate expenses 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. Operating
segment and corporate data as of and for each of the years ended December 29,
2002, December 30, 2001 and December 31, 2000 is as follows:

|                              |                                     |      |              |        |              |        |              |        |              |        |  |        |  |        | 
|----------------------------- | ----------------------------------- | ---- | ------------ | ------ | ------------ | ------ | ------------ | ------ | ------------ | ------ |  | ------ |  | ------ | 
|                              |                                     |      |              |        | December 29, |        | December 30, |        | December 31,
|(Amounts in thousands)        |                                     | 2002 |              | 2001   |              | 2000  
|                              |                                     |      |              |        |              |       
|Commercial Staffing Services: |                                     |      |              |        |              |        |              |        |              |        |  |       
|                              | Net service revenues                |      | $            | 94,125 |              |        |              | 76,595 |              |        |  | 88,219 | 
|                              | Cost of services                    |      |              | 77,301 |              |        |              | 61,920 |              |        |  | 69,235 | 
|                              |                                     |      |              |        |              |        |              |        |              |        |  |        | 
|                              |                                     |      | Gross profit |        |              | 16,824 |              |        |              | 14,675 |  |        |  | 18,984 | 
|                              | Selling, general and
administrative |      |              | 9,921  |              |        |              | 10,773 |              |        |  | 11,389 | 
|                              | Amortization of intangible assets   |      |              |       |              |        |              |       |              |        |  |       | 
|                              | Intangible asset impairment         |      |              |       |              |        |              |       |              |        |  |       | 
|                              |                                     |      |              |        |              |        |              |        |              |        |  |        | 
|                              | Operating income (loss)             |      |              | 6,903  |              |        |              | 3,902  |              |        |  | 7,595  | 
|                              |                                     |      |              |        |              |        |              |        |              |        |  |        | 
|                              | Accounts receivable, net            |      | $            | 11,390 |              |        |              | 9,247  |              |        |  | 12,594 | 
|                              |                                     |      |              |        |              |        |              |        |              |        |  |        | 

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ABLEST INC.
Notes to Financial Statements, continued

|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |   |       | 
|----------------------------- | ----------------------------------- | ---- | ------------ | ------ | ------------ | ----- | ------------ | ------ | ------------ | ----- |  | ------ | - | ----- | 
|                              |                                     |      |              |        | December 29, |       | December 30, |        | December 31,
|(Amounts in thousands)        |                                     | 2002 |              | 2001   |              | 2000 
|                              |                                     |      |              |        |              |      
|Technology Staffing Services: |                                     |      |              |        |              |       |              |        |              |       |  |       
|                              | Net service revenues                |      | $            | 7,068  |              |       |              | 10,447 |              |       |  | 15,216 |  
|                              | Cost of services                    |      |              | 5,505  |              |       |              | 8,166  |              |       |  | 11,366 |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              |                                     |      | Gross profit |        |              | 1,563 |              |        |              | 2,281 |  |        |   | 3,850 | 
|                              | Selling, general and
administrative |      |              | 1,037  |              |       |              | 1,838  |              |       |  | 2,474  |  
|                              | Amortization of intangible assets   |      |              |       |              |       |              | 323    |              |       |  | 366    |  
|                              | Intangible asset impairment         |      |              |       |              |       |              |       |              |       |  |       |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              | Operating income (loss)             |      |              | 526    |              |       |              | 120    |              |       |  | 1,010  |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              | Accounts receivable, net            |      | $            | 425    |              |       |              | 958    |              |       |  | 2,316  |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|Corporate:                    |                                     |      |              |        |              |       |              |        |              |       |  |       
|                              | Net service revenues                |      | $            |       |              |       |              |       |              |       |  |       |  
|                              | Cost of services                    |      |              |       |              |       |              |       |              |       |  |       |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              |                                     |      | Gross profit |        |              |      |              |        |              |      |  |        |   |      | 
|                              | Selling, general and
administrative |      |              | 6,863  |              |       |              | 6,788  |              |       |  | 7,412  |  
|                              | Amortization of intangible assets   |      |              |       |              |       |              |       |              |       |  |       |  
|                              | Intangible asset impairment         |      |              |       |              |       |              | 2,908  |              |       |  |       |  
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              | Operating income (loss)             |      |              | (6,863 | )            |       |              | (9,696 | )            |       |  | (7,412 | )
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  
|                              | Accounts receivable, net            |      | $            | (176   | )            |       |              | 27     |              |       |  | (281   | )
|                              |                                     |      |              |        |              |       |              |        |              |       |  |        |  

14.     Lease Commitments

The Company occupies certain facilities under non-cancelable operating lease
arrangements. Expenses under such arrangements amounted to approximately
$1,358,000, $1,434,000 and $1,247,000 for the years ended December 29, 2002,
December 30, 2001 and December 31, 2000, respectively, of which approximately
$1,358,000, $1,434,000 and $1,220,000, respectively, relate to continuing
operations.

In addition, the Company leases certain automotive and office equipment under
non-cancelable operating lease arrangements, which provide for minimum monthly
rental payments. Expenses under such arrangements amounted to approximately
$153,000, $163,000 and $446,000 for the years ended December 29, 2002, December
30, 2001 and December 31, 2000, respectively, of which approximately $153,000,
$163,000 and $273,000, 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 29, 2002
follows:

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ABLEST INC.
Notes to Financial Statements, continued

|                       |  |               |       |           |  |       |     |  |  |  |       | 
|---------------------- |  | ------------- | ----- | --------- |  | ----- | --- |  |  |  | ----- | 
|(Amounts in thousands) |  |               |       |           |  |       |     | 
|Year                   |  | Real Property |       | Equipment |  | Total
|                       |  |               |       |           |  |      
|2003                   |  | $             | 1,177 |           |  |       | 128 |  |  |  | 1,305 | 
|2004                   |  |               | 842   |           |  |       | 63  |  |  |  | 905   | 
|2005                   |  |               | 301   |           |  |       | 15  |  |  |  | 316   | 
|2006                   |  |               | 13    |           |  |       |    |  |  |  | 13    | 
|                       |  |               |       |           |  |       |     |  |  |  |       | 
|Total                  |  | $             | 2,333 |           |  |       | 206 |  |  |  | 2,539 | 
|                       |  |               |       |           |  |       |     |  |  |  |       | 

15.     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.

The Company carries a broad range of insurance coverage, including general and
business auto liability, commercial property, workers compensation and a
general umbrella policy. The Company is self-insured for general liability,
medical and workers compensation. Accruals for losses are made based on the
Companys claims experience and actuarial assumptions followed in the insurance
industry. Management believes that the amount accrued is adequate to cover all
known and unreported claims at December 29, 2002. Actual losses could differ
from accrued amounts.

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##### Table of Contents






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

On June 6, 2002, following the completion of a screening process, the Company
selected PricewaterhouseCoopers LLP as the Companys independent accountants.

Prior to June 6, 2002, the Company had not consulted with
PricewaterhouseCoopers LLP on items which involved the Companys accounting
principles or the type of audit opinion to be issued on the Companys financial
statements, but did discuss with PricewaterhouseCoopers LLP its engagement fees
and standard engagement terms for serving as the Companys auditors.

For the fiscal year ended December 29, 2002, there were no disagreements with
its accountants on accounting and financial disclosure.

On March 28, 2001, following the completion of a screening process, the Company
selected Arthur Andersen LLP as the Companys independent accountants.

Prior to March 28, 2001, the Company had not consulted with Arthur Andersen LLP
on items which involved the Companys accounting principles or the type of
audit opinion to be issued on the Companys financial statements, but did
discuss with Arthur Andersen LLP its engagement fees and standard engagement
terms for serving as the Companys auditors.

For the fiscal year ended December 30, 2001, there were no disagreements with
its accountants on accounting and financial disclosure.

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 2003 Annual Meeting of Shareholders (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. 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.

39



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##### Table of Contents






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.




ITEM 14. Controls and
Procedures

Based on their evaluation, as of a date within 90 days prior to the date of the
filing of this report, of the effectiveness of our disclosure controls and
procedures, the Chief Executive Officer and Chief Financial Officer have each
concluded that our disclosure controls and procedures are effective and
sufficient to ensure that we record, process, summarize, and report information
required to be disclosed by us in our periodic reports filed under the
Securities Exchange Act within the time periods specified by the Securities and
exchange Commissions rules and forms.

Subsequent to the date of their evaluation, there have not been any significant
changes in the Companys internal controls or in other factors to the Companys
knowledge that could significantly affect these controls, including any
corrective action with regard to significant deficiencies and material
weaknesses.

The design of any system of controls and procedures is based in part upon
certain assumptions about the likelihood of future events. There can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.

PART IV




ITEM 15. Exhibits, Financial
Statement Schedules and Reports on Form 8-K



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



| | (1) |  | Financial Statements                         
| | --- |  | ---------------------------------------------
|
| |     |  | See Index to Financial Statements on page 13.
|
| | (2) |  | Exhibits                                     

|        |  |                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                               
|Number  |  | Exhibit                                                                                                                                       
|        |  |                                                                                                                                               
|2.1     |  | 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)

40



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|        |  |                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                             
|Number  |  | Exhibit                                                                                                                     
|        |  |                                                                                                                             
|3.1     |  | Certificate of Incorporation of the Company. (2)                                                                            
|        |  |                                                                                                                             
|3.2     |  | By-laws of the Registrant. (2)                                                                                              
|        |  |                                                                                                                             
|10.1    |  | Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx
Industrial Services Inc. (1).                          
|        |  |                                                                                                                             
|10.2    |  | Standard LIBOR Grid Note agreement dated July 22, 2001, between the
Company and Manufacturers and Traders Trust Company. (3)
|        |  |                                                                                                                             
|10.3    |  | Independent Directors Stock Option Plan adopted May 14, 2000. (2)                                                           
|        |  |                                                                                                                             
|10.4    |  | Option to Ownership Plan adopted October 9, 2000. (2)                                                                       
|        |  |                                                                                                                             
|10.5    |  | Three year employment agreements with the Chairman of the Board, the CEO
and the President of Ablest Inc. (2)               
|        |  |                                                                                                                             
|10.6    |  | Two year employment agreement with the Vice President and Chief Financial
Officer dated January 21, 2002. (3)               
|        |  |                                                                                                                             
|21      |  | Subsidiaries of the Registrant                                                                                              
|        |  |                                                                                                                             
|23.1    |  | Consent of PricewaterhouseCoopers LLP                                                                                       
|        |  |                                                                                                                             
|23.2    |  | Consent of KPMG LLP                                                                                                         
|        |  |                                                                                                                             
|99.1    |  | Certification of Chief Executive Officer pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.                         
|        |  |                                                                                                                             
|99.2    |  | Certification of Chief Financial Officer pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.                         



---

|(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-K Report for the year
ended December 30, 2001 and incorporated herein by reference.

b) One report on Form 8-K was filed by the Company during 2002. On June
10, 2002, the Company filed a report on Form 8-K regarding a Change in
Registrants Certifying Accountants to PricewaterhouseCoopers LLP from Arthur
Andersen LLP effective for the fiscal year ending December 29, 2002.

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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.

|                     |             |                                                                                                              
|-------------------- | ----------- | -------------------------------------------------------------------------------------------------------------
|                     | ABLEST INC.
|                     |             |                                                                                                              
|                     | By:         | /s/ Vincent J. Lombardo
Vincent J. Lombardo
Vice President, Chief Financial Officer,
Treasurer, and Secretary
|Date: March 20, 2003 |             |                                                                                                              

Pursuant to the requirements of the Securities 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
Chairman of the Board               |  |     | Donna R. Moore
Director     
|    |                                                      |  |    
|By: | /s/ W. David Foster                                  |  | By: | /s/ Richard W. Roberson     
|    |                                                      |  |     |                             
|    | W. David Foster
Director and Chief Executive Officer |  |     | Richard W. Roberson
Director
|    |                                                      |  |    
|By: | /s/ Ronald K. Leirvik                                |  | By: | /s/ Charles E. Scharlau     
|    |                                                      |  |     |                             
|    | Ronald K. Leirvik
Director                           |  |     | Charles E. Scharlau
Director

March 20, 2003

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CERTIFICATION

I, W. David Foster, certify that:

1.     I have reviewed this annual report on Form 10-K of Ablest Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
|
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

| |                                                            
| | -----------------------------------------------------------
| | /s/ W. David Foster
W. David Foster
Chief Executive Officer

Date: March 20, 2003

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##### Table of Contents






CERTIFICATION

I, Vincent J. Lombardo, certify that:

1.     I have reviewed this annual report on Form 10-K of Ablest Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
|
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | /s/ Vincent J. Lombardo
Vincent J. Lombardo
Vice President, Chief Financial Officer,
Secretary and Treasurer

Date: March 20, 2003

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 29, 2002, December 30, 2001 and December 31, 2000

|                                       |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|-------------------------------------- |  | ------------ | ----- | ----------------- |  | -------------------- | ----- | ---------- |  | ---------- | --- | ------ |  | ---------- | ----- |  |  |  | ----- | 
|                                       |  | Balance at   |       | Additions         |  |                      |       |            |  |            |     |        |  | Balance at
|                                       |  | beginning of |       | charged to        |  | Additions charged to |       |            |  |            |     | end of
|(Amounts in thousands)                 |  | the period   |       | costs and expense |  | other accounts       |       | Deductions |  | the period
|                                       |  |              |       |                   |  |                      |       |            |  |            |    
|Year Ended December 29, 2002           |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|Allowance for doubtful accounts        |  | $            | 252   |                   |  |                      | 92    |            |  |            |    |        |  |            | 53    |  |  |  | 291   | 
|Deferred tax asset valuation allowance |  | $            | 2,354 |                   |  |                      |      |            |  |            |    |        |  |            |      |  |  |  | 2,354 | 
|Year Ended December 30, 2001           |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|Allowance for doubtful accounts        |  | $            | 390   |                   |  |                      | 649   |            |  |            |    |        |  |            | 787   |  |  |  | 252   | 
|Deferred tax asset valuation allowance |  | $            | 1,044 |                   |  |                      | 1,115 |            |  |            | 195 | (A)    |  |            |      |  |  |  | 2,354 | 
|Year Ended December 31, 2000           |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|Allowance for doubtful accounts        |  | $            | 378   |                   |  |                      | 568   |            |  |            |    |        |  |            | 556   |  |  |  | 390   | 
|Deferred tax asset valuation allowance |  | $            | 3,682 |                   |  |                      |      |            |  |            |    |        |  |            | 2,638 |  |  |  | 1,044 | 

(A)  Amount allocated from deferred tax asset to valuation allowance for
deferred tax asset.

45