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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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 28, 2003  

Commission File Number 1-10893

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 o

The aggregate market value of the Registrants common shares held by
non-affiliates at December 31, 2003 was approximately $3,400,000. Shares of
common stock held by each officer and director and by each person who owns 5%
or more of the outstanding common stock have been excluded in that such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

The number of common shares of the Registrant outstanding at December 31,
2003 was 2,851,200.

Documents Incorporated by Reference

Portions of the registrants definitive Proxy Statement for the 2004
Annual Meeting of Stockholders are incorporated by reference into Part III 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                                           
|                                                   |                                                                                               | 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 9A. Controls and Procedures                                                             
|PART III                                          
|                                                   | ITEM 10. Directors and Executive Officers of the Registrant                                  
|                                                   | ITEM 11. Executive Compensation                                                              
|                                                   | ITEM 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                   | ITEM 13. Certain Relationships and Related Transactions                                      
|                                                   | ITEM 14. Principal Accountants Fees and Services                                             
|PART IV                                           
|                                                   | ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                        
|Ex-10.6 Charles H. Heist, III Agreement           
|Ex-10.7 W. David Foster Agreeement                
|Ex-10.8 Kurt R. Moore Agreement                   
|Ex-10.9 Vincent J. Lomberdo Agreement             
|Ex-14 Code of Ethics for Senior Financial Officers
|Ex-21 Subsidiaries                                
|Ex-23.1 PWC Consent                               
|Ex-31.1 Section 302 CEO Certification             
|Ex-31.2 Section 302 CFO Certification             
|Ex-32.1 Section 906 CEO Certification             
|Ex-32.2 Section 906 CFO Certification             



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PART I




ITEM 1.Business

General

Ablest Inc. (Company) offers staffing services in the United States. Staffing
services are principally provided through 45 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 include, but are not limited to,
data entry, office administration, telemarketing, light industrial assembly,
order picking and shipping, network administration, database administration,
program analyst (both mainframe and client server), web development, project
management and technical writing. The Company 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.

Operations

The table below is a summary of information relating to the Companys
operations for each of the last three fiscal years. The discontinued operation
note refers to the Companys former industrial maintenance operations.

|                                      |                         |                   |   |                   |  |                   |   |         |  |  |   |        |  
|------------------------------------- | ----------------------- | ----------------- | - | ----------------- |  | ----------------- | - | ------- |  |  | - | ------ | -
|(Amounts in thousands)                |                         | December 28, 2003 |   | December 29, 2002 |  | December 30, 2001
|                                      |                         |                   |   |                   |  |                  
|Revenues from Unaffiliated Customers: |                         |                   |   |                   |  |                   |   |         |  |  |   |       
|                                      | Staffing Services       |                   | $ | 104,048           |  |                   | $ | 101,193 |  |  | $ | 87,042 |  
|                                      | Discontinued Operations |                   |   |                  |  |                   |   |        |  |  |   |       |  
|Operating Income (Loss):              |                         |                   |   |                   |  |                   |   |         |  |  |   |       
|                                      | Staffing Services       |                   |   | 1,061             |  |                   |   | 566     |  |  |   | (5,674 | )
|                                      | Discontinued Operations |                   |   | 72                |  |                   |   | 119     |  |  |   |       |  
|Identifiable Assets:                  |                         |                   |   |                   |  |                   |   |         |  |  |   |       
|                                      | Staffing Services       |                   |   | 22,579            |  |                   |   | 19,216  |  |  |   | 16,951 |  
|                                      | Discontinued Operations |                   |   |                  |  |                   |   |        |  |  |   | 261    |  

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 5,250 persons,
141 of which were full time at December 28, 2003. The Company considers its
employee relations to be satisfactory.

Discontinued Operations

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

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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 fiscal year 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.




ITEM 2.Properties

The Company currently leases 13,724 square feet of office space in Clearwater,
Florida that serves as its corporate headquarters. Forty-five 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 2003.




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 trades on the American Stock Exchange under the
symbol AIH.

Price Range of Common Stock

The following table presents the quarterly high and low sales price of our
common stock as reported by the American Stock Exchange during each quarter of
the years ended December 28, 2003 and December 29, 2002:

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|            |  |      |      |      |  |      |      |     |  |   |      |  |  |   |      | 
|----------- |  | ---- | ---- | ---- |  | ---- | ---- | --- |  | - | ---- |  |  | - | ---- | 
|            |  | 2003 |      | 2002
|            |  | High |      | Low  |  | High |      | Low
|            |  |      |      |      |  |      |      |    
|1st Quarter |  | $    | 5.85 |      |  | $    | 4.70 |     |  | $ | 4.65 |  |  | $ | 4.25 | 
|2nd Quarter |  |      | 5.05 |      |  |      | 4.60 |     |  |   | 4.60 |  |  |   | 3.45 | 
|3rd Quarter |  |      | 6.95 |      |  |      | 5.17 |     |  |   | 4.50 |  |  |   | 3.46 | 
|4th Quarter |  |      | 5.70 |      |  |      | 4.95 |     |  |   | 6.65 |  |  |   | 4.15 | 

Number of Common Shareholders

On December 31, 2003, there were 495 holders of record of our common stock.

Dividends

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

Equity Compensation Plan Information

The following table provides information about the Companys common stock that
may be issued upon the exercise of options, warrants, rights and restricted
stock under all existing equity compensation plans as of December 28, 2003,
including the 1991 Stock Option Plan, 2000 Independent Directors Stock Option
Plan and 2002 Restricted Stock Plan.

Equity Compensation Plan Information

|                                                           |  |                         |        |                      |  |                      |      |  |  |                         |         | 
|---------------------------------------------------------- |  | ----------------------- | ------ | -------------------- |  | -------------------- | ---- |  |  | ----------------------- | ------- | 
|                                                           |  |                         |        |                      |  |                      |      |  |  | Number of securities   
|                                                           |  |                         |        |                      |  |                      |      |  |  | remaining available for
|                                                           |  |                         |        |                      |  |                      |      |  |  | future issuance under  
|                                                           |  | Number of securities to |        | Weighted-average     |  | equity compensation 
|                                                           |  | be issued upon exercise |        | exercise price of    |  | plans (excluding    
|                                                           |  | of
outstanding options, |        | outstanding options, |  | securities reflected
|Plan category                                              |  | warrants and rights     |        | warrants and rights  |  | in column (a))      
|                                                           |  |                         |        |                      |  |                     
|                                                           |  | (a)                     |        | (b)                  |  | (c)                 
|Equity compensation
Plans approved by
Security holders     |  |                         | 66,000 |                      |  | $                    | 5.77 |  |  |                         | 292,466 | 
|Equity compensation
Plans not approved
by security holders |  |                         |       |                      |  | $                    |     |  |  |                         |        | 
|                                                           |  |                         |        |                      |  |                      |      |  |  |                         |         | 
|Total                                                      |  |                         | 66,000 |                      |  | $                    | 5.77 |  |  |                         | 292,466 | 
|                                                           |  |                         |        |                      |  |                      |      |  |  |                         |         | 




ITEM 6.Selected Financial Data

The selected financial data presented below should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of
Operations and the Companys consolidated financial statements and notes
thereto.

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|                                                           |         |      |         |      |  |      |         |      |  |      |        |       |   |   |         |      |  |   |        |       |   | 
|---------------------------------------------------------- | ------- | ---- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------ | ----- | - | - | ------- | ---- |  | - | ------ | ----- | - | 
|Fiscal Year Ended December                                 |         | 2003 |         | 2002 |  | 2001 |         | 2000 |  | 1999
|(Amounts in thousands, except per share data)              |         |      |         |      |  |      |         |      |  |     
|Net service revenues                                       |         | $    | 104,048 |      |  | $    | 101,193 |      |  | $    | 87,042 |       |   | $ | 103,435 |      |  | $ | 98,094 |      
|Net income (loss) from continuing operations               |         |      | 2,883   |      |  |      | 608     |      |  |      | (5,120 | )     |   |   | 592     |      |  |   | (3,956 | )    
|Income (loss) per common share from continuing operations: |         |      |         |      |  |      |         |      |  |      |        |       |   |   |         |      |  |   |        |      
|                                                           | basic   |      |         | 1.01 |  |      |         | 0.21 |  |      |        | (1.75 | ) |   |         | 0.21 |  |   |        | (1.37 | )
|                                                           | diluted |      |         | 0.99 |  |      |         | 0.21 |  |      |        | (1.75 | ) |   |         | 0.21 |  |   |        | (1.37 | )
|Total assets                                               |         |      | 22,579  |      |  |      | 19,216  |      |  |      | 17,212 |       |   |   | 24,759  |      |  |   | 44,009 |      
|Long-term debt                                             |         |      |        |      |  |      |        |      |  |      |       |       |   |   |        |      |  |   | 15,950 |      

The following summarizes quarterly operating results:

|                                              |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |      | 
|--------------------------------------------- | ----------------------------------------------- | --- | ------ | ----- | - | --- | ------ | ----- | - | - | ------ | ---- |  | - | ------ | ---- | 
|2003 Quarters                                 |                                                 | 1st |        | 2nd   |   | 3rd |        | 4th  
|(Amounts in thousands, except per share data) |                                                 |     |        |       |   |     |        |      
|Net service revenues                          |                                                 | $   | 23,239 |       |   | $   | 24,264 |       |   | $ | 26,668 |      |  | $ | 29,877 |     
|Gross profit                                  |                                                 |     | 4,123  |       |   |     | 3,714  |       |   |   | 4,557  |      |  |   | 5,319  |     
|Operating income (loss)                       |                                                 |     | (122   | )     |   |     | (116   | )     |   |   | 558    |      |  |   | 741    |     
|Net income (loss) from continuing operations  |                                                 |     | (69    | )     |   |     | (72    | )     |   |   | 350    |      |  |   | 2,674  |     
|Income (loss) per common share, basic         |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     
|                                              | Continuing operations                           |     | $      | (0.02 | ) |     | $      | (0.03 | ) |   | $      | 0.12 |  |   | $      | 0.94 | 
|                                              | Adj. to loss on sale of discontinued operations |     |        |      |   |     |        |      |   |   |        |     |  |   |        | 0.02 | 
|                                              |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     
|                                              |                                                 | $   | (0.02  | )     |   | $   | (0.03  | )     |   | $ | 0.12   |      |  | $ | 0.96   |     
|                                              |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     
|Income (loss) per common share, diluted       |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     
|                                              | Continuing operations                           |     | $      | (0.02 | ) |     | $      | (0.03 | ) |   | $      | 0.12 |  |   | $      | 0.92 | 
|                                              | Adj. to loss on sale of discontinued operations |     |        |      |   |     |        |      |   |   |        |     |  |   |        | 0.02 | 
|                                              |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     
|                                              |                                                 | $   | (0.02  | )     |   | $   | (0.03  | )     |   | $ | 0.12   |      |  | $ | 0.94   |     
|                                              |                                                 |     |        |       |   |     |        |       |   |   |        |      |  |   |        |     

|                                                  |                                                 |     |        |       |   |     |        |      |  |   |        |      |  |   |        |      | 
|------------------------------------------------- | ----------------------------------------------- | --- | ------ | ----- | - | --- | ------ | ---- |  | - | ------ | ---- |  | - | ------ | ---- | 
|2002 Quarters                                     |                                                 | 1st |        | 2nd   |   | 3rd |        | 4th 
|(Amounts in thousands, except per share data)     |                                                 |     |        |       |   |     |        |     
|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 | 
|                                                  |                                                 |     |        |       |   |     |        |      |  |   |        |      |  |   |        |     
|                                                  |                                                 | $   | (0.11  | )     |   | $   | 0.14   |      |  | $ | 0.18   |      |  | $ | 0.03   |     
|                                                  |                                                 |     |        |       |   |     |        |      |  |   |        |      |  |   |        |     




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

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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.

For the fiscal year ended December 28, 2003, compared to December 29, 2002.

Fiscal Year 2003 was comprised of 52 weeks, as was fiscal 2002.

Results of Operations:

Net service revenues totaled $104.0 million for fiscal 2003 as compared to
$101.2 million for fiscal 2002. Net service revenue increased $2.9 million due
to the addition of several large industrial and clerical customers as well as
account penetration in others. Information technology services continue to be
especially hard hit by reduced corporate spending for these services in
particular.

Gross profit was $17.7 million for fiscal 2003 and $18.4 million for fiscal
2002. Gross profit decreased $700,000 primarily due to an increase in workers
compensation self-insurance of $950,000.

Selling, general and administrative expenses decreased by $1.2 million, or
6.6%, to $16.7 million for fiscal 2003 as compare to fiscal 2002. The decrease
reflects containment of costs and management of staff levels as the Company
continues to align services with business volume. During 2003, the Company
closed two offices that were not performing to expectation and consolidated
three other offices into one location. These and other office closings and
realignments accounted for a $900,000 reduction in selling, general and
administrative expenses in fiscal 2003 as compared to fiscal 2002.

Other income (expense), net, decreased by $207,000 to $53,000 in fiscal 2003 as
compared to fiscal 2002. This
decrease is due to the receipt in fiscal 2002 of $211,000 from the Canadian
workers compensation board for settlement of claims previously funded by the
Company.

The effective tax rate for fiscal 2003 is a benefit of 146.9%. The tax benefit
of $1.7 million reported for fiscal

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2003 includes the reversal of a previously
provided deferred tax asset valuation allowance in the amount of $2.4 million.
The effective tax rate for fiscal 2003 without the deferred tax asset valuation
allowance reversal is an expense of 51.6%. This is compared to fiscal 2002 tax
expense of $268,000, including a refund of $201,000 for the Companys 1998
amended federal income tax return, and an effective tax rate of 28.4%.

Discontinued Operations:

Adjustment to loss on sale of discontinued operations, net of income taxes, was
$45,000 for fiscal 2003. Reserves for potential environmental and other
exposures that are no longer needed based on the Companys determination of the
liability status totaled $72,000. Income tax expense related to this income
was $27,000. At December 28, 2003, there are no reserves relating to the
industrial maintenance business.

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:

Net 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.

Net 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.

Net 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 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
net 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 2002 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.

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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.

Discontinued Operations:

Adjustment to loss on sale of discontinued operations, net of income taxes, was
$69,000 for fiscal 2002. Reserves for potential environmental and other
exposures that are no longer needed based on the Companys determination of the
liability status totaled $119,000. Income tax expense related to this income
was $50,000. 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 $13.8 million, net of allowance
for doubtful accounts of $246,000 as of December 28, 2003.

(b)  Self-Insurance Reserves

The Company is self-insured for general liability 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 28, 2003.

(c)  Goodwill

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 28, 2003, the Company did not have indefinite lived intangible assets
other than goodwill and did not have any intangible assets with definite lives.
The Company 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 quarter of 2002 and fourth
fiscal quarters of 2002 and 2003 and found no instances of impairment of its
recorded goodwill.

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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.

(d)  Deferred Tax Assets

In assessing the realizability of deferred tax assets, the Company 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. The Company
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in making this assessment. The
Company previously provided valuation allowances for deferred tax assets that
were not expected to be realized. 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, the Company reversed the valuation
allowances in fiscal 2003.

Liquidity and Capital Resources:

The quick ratio was 3.2 to 1 at December 28, 2003 and December 29, 2002, and
the current ratio was 3.5 to 1 and 3.5 to 1, for the same respective periods.
Net working capital increased by $1.4 million during fiscal 2003. Contributing
to this was an increase in accounts receivable of $2.1 million due to the
higher level of revenue being generated during this period. This was offset by
a decrease in cash of $244,000 and an increase in accrued expenses of $430,000.
Reference should be made to the Statement of Cash Flows, which details the
sources and uses of cash.

On August 13, 2003, the Company signed a two-year $7,500,000 Committed
Revolving Credit Facility (Facility) with Manufacturers and Traders Trust
Company (M&T). The Company elects the interest rate on borrowings under the
Facility at the time of borrowing at either the banks prime rate or the
thirty, sixty or ninety day LIBOR plus 200 basis points. The Facility expires
on August 12, 2005 and is renewable for one year with the consent of both
parties. The Facility requires the Company to maintain certain financial
covenants including a tangible net worth ratio among other restrictions.

The Facility replaced the Companys Standard LIBOR Grid Note Agreement (LIBOR
Agreement) that allowed 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, a rate calculated by using a formula which added 250
basis points or 2.5% to the thirty, sixty or ninety day LIBOR. The LIBOR
Agreement was a one-year demand note due to expire on July 22, 2003, but was
renewed for an additional thirty days while the Company and M&T negotiated the
new Facility.

Material Commitments:

The Companys contractual cash obligations as of December 28, 2003 are
summarized in the table below:

(Amounts in thousands)

|                 |  |             |       |           |  |           |       |            |  |       |   |  |  |   |   |  |  |   |       | 
|---------------- |  | ----------- | ----- | --------- |  | --------- | ----- | ---------- |  | ----- | - |  |  | - | - |  |  | - | ----- | 
|                 |  | Payable     |       | Payable   |  | Payable   |       | Payable    |  |       |   | 
|                 |  | during 2004 |       | 2005-2007 |  | 2007-2009 |       | after 2009 |  | Total
|                 |  |             |       |           |  |           |       |            |  |      
|Operating leases |  | $           | 1,204 |           |  | $         | 1,127 |            |  | $     |  |  |  | $ |  |  |  | $ | 2,331 | 




ITEM 7A.Quantitative and Qualitative Disclosure About Market Risk

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

9



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##### Table of Contents






ITEM 8.Financial Statements and Supplemental Data

Index to Financial Statements

|                                                                                               |                                                                                                                   |  |                |    | 
|---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- |  | -------------- | -- | 
|                                                                                               |                                                                                                                   |  | Page Reference
|                                                                                               |                                                                                                                   |  |               
|The financial statements of the registrant required to be included in Item 8 are
listed below: |                                                                                                                   |  |                |   
|                                                                                               | Reports of Independent Certified Public Accountants                                                               |  |                | 11 | 
|                                                                                               | Balance Sheets as of December 28, 2003 and December 29, 2002                                                      |  |                | 13 | 
|                                                                                               | Statements of Operations for the years ended
December 28, 2003, December 29, 2002 and December 30, 2001           |  |                | 14 | 
|                                                                                               | Statements of Stockholders Equity for the years ended
December 28, 2003, December 29, 2002 and December 30, 2001 |  |                | 15 | 
|                                                                                               | Statements of Cash Flows for the years ended
December 28, 2003, December 29, 2002 and December 30, 2001           |  |                | 16 | 
|                                                                                               | Notes to Financial Statements                                                                                     |  |                | 18 | 

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Board of Directors and Shareholders:

In our opinion, the accompanying balance sheets and the related statements of
operations, of stockholders equity and of cash flows present fairly, in all
material respects, the financial position of Ablest Inc. at December 28, 2003
and December 29, 2002, and the results of its operations and its cash flows for
the years 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 audits. We conducted our
audits 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 audits provide 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, Florida

February 9, 2004


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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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##### Table of Contents



ABLEST INC.




Balance Sheets


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

|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |        |        | 
|---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ----------------- | ------ | ----------------- | ------ | ------ | ------ | 
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        | December 28, 2003 |        | December 29, 2002
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                  
|ASSETS                                                                                                           |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|CURRENT ASSETS                                                                                                   |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 | Cash and cash equivalents                                                                                                                                                                                     |                                            | $      | 1,614             |        |                   | $      | 1,858  |       
|                                                                                                                 | Accounts receivable, net                                                                                                                                                                                      |                                            |        | 13,778            |        |                   |        | 11,639 |       
|                                                                                                                 | Prepaid expenses and other current assets                                                                                                                                                                     |                                            |        | 213               |        |                   |        | 296    |       
|                                                                                                                 | Current deferred tax asset                                                                                                                                                                                    |                                            |        | 1,085             |        |                   |        | 988    |       
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total current assets                       |        |                   | 16,690 |                   |        |        | 14,781 | 
|Property, plant and equipment, net                                                                               |                                                                                                                                                                                                               |                                            | 647    |                   |        |                   | 872    |       
|Deferred tax asset, net                                                                                          |                                                                                                                                                                                                               |                                            | 3,920  |                   |        |                   | 2,234  |       
|Goodwill, net                                                                                                    |                                                                                                                                                                                                               |                                            | 1,283  |                   |        |                   | 1,283  |       
|Other assets                                                                                                     |                                                                                                                                                                                                               |                                            | 39     |                   |        |                   | 46     |       
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total assets                               |        | $                 | 22,579 |                   |        | $      | 19,216 | 
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                             |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|CURRENT LIABILITIES                                                                                              |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 | Accounts payable                                                                                                                                                                                              |                                            | $      | 326               |        |                   | $      | 256    |       
|                                                                                                                 | Accrued expenses and other current liabilities                                                                                                                                                                |                                            |        | 4,438             |        |                   |        | 4,008  |       
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total current liabilities                  |        |                   | 4,764  |                   |        |        | 4,264  | 
|Other liabilities                                                                                                |                                                                                                                                                                                                               |                                            | 89     |                   |        |                   | 81     |       
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total liabilities                          |        |                   | 4,853  |                   |        |        | 4,345  | 
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|COMMITMENTS AND CONTINGENCIES                                                                                    |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|STOCKHOLDERS EQUITY                                                                                             |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 | Preferred stock of $.05 par value; 500,000 shares authorized,
none issued or outstanding at December 28, 2003 and December 29, 2002                                                                           |                                            |        |                  |        |                   |        |       |       
|                                                                                                                 | Common stock of $.05 par value; 7,500,000 shares authorized, 3,308,929 and
3,293,395 shares issued and outstanding including shared held in
treasury at December 28, 2003 and December 29, 2002, respectively |                                            |        | 165               |        |                   |        | 165    |       
|Additional paid-in capital                                                                                       |                                                                                                                                                                                                               |                                            | 5,018  |                   |        |                   | 4,936  |       
|Retained earnings                                                                                                |                                                                                                                                                                                                               |                                            | 14,653 |                   |        |                   | 11,725 |       
|Treasury stock at cost; 457,729 and 428,341 shares held at
December 28, 2003 and December 29, 2002, respectively |                                                                                                                                                                                                               |                                            | (2,110 | )                 |        |                   | (1,955 | )     
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total stockholders equity                 |        |                   | 17,726 |                   |        |        | 14,871 | 
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       
|                                                                                                                 |                                                                                                                                                                                                               | Total liabilities and stockholders equity |        | $                 | 22,579 |                   |        | $      | 19,216 | 
|                                                                                                                 |                                                                                                                                                                                                               |                                            |        |                   |        |                   |        |       

See accompanying Notes to Financial Statements

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ABLEST INC.




Statements of Operations


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

|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |       |           |        |  
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------------ | ---- | ---------------------- | ------ | ----------------- | ---- | ----------------- | ------ | ------ | ----- | --------- | ------ | -
|                                                                                              |                                                                            |                                            |                                                              |      | For the Fifty-two Week
|                                                                                              |                                                                            |                                            |                                                              |      | Periods Ended         
|                                                                                              |                                                                            |                                            |                                                              |      |                       
|                                                                                              |                                                                            |                                            |                                                              |      | December 28, 2003      |        | December 29, 2002 |      | December 30, 2001
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                  
|Net service revenues                                                                          |                                                                            | $                                          | 104,048                                                      |      |                        | $      | 101,193           |      |                   | $      | 87,042 |      
|Cost of services                                                                              |                                                                            |                                            | 86,335                                                       |      |                        |        | 82,806            |      |                   |        | 70,086 |      
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Gross profit                                                 |      |                        | 17,713 |                   |      |                   | 18,387 |        |       |           | 16,956 |  
|Selling, general and administrative expenses                                                  |                                                                            |                                            | 16,652                                                       |      |                        |        | 17,821            |      |                   |        | 19,399 |      
|Amortization of intangible assets                                                             |                                                                            |                                            |                                                             |      |                        |        |                  |      |                   |        | 323    |      
|Intangible asset impairment                                                                   |                                                                            |                                            |                                                             |      |                        |        |                  |      |                   |        | 2,908  |      
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Operating income (loss)                                      |      |                        | 1,061  |                   |      |                   | 566    |        |       |           | (5,674 | )
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|Other:                                                                                        |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              | Interest income (expense), net                                             |                                            |                                                              | (30  | )                      |        |                   | 15   |                   |        |        | 21    |          
|                                                                                              | Miscellaneous, net                                                         |                                            |                                                              | 83   |                        |        |                   | 245  |                   |        |        | 73    |          
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Other income (loss)                                          |      |                        | 53     |                   |      |                   | 260    |        |       |           | 94     |  
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Income (loss) from continuing operations
before income taxes |      |                        | 1,114  |                   |      |                   | 826    |        |       |           | (5,580 | )
|Income tax expense (benefit)                                                                  |                                                                            |                                            | (1,769                                                       | )    |                        |        | 218               |      |                   |        | (460   | )    
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Net income (loss) from continuing operations                 |      |                        | 2,883  |                   |      |                   | 608    |        |       |           | (5,120 | )
|Discontinued operations:                                                                      |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              | Adjustment to loss on sale of discontinued
operations, net of income taxes |                                            |                                                              | 45   |                        |        |                   | 69   |                   |        |        |      |          
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            |                                            | Net income (loss)                                            |      | $                      | 2,928  |                   |      | $                 | 677    |        |       | $         | (5,120 | )
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|Basic net income (loss) per common share:                                                     |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              | Continuing operations                                                      |                                            | $                                                            | 1.01 |                        |        | $                 | 0.21 |                   |        | $      | (1.75 | )        
|                                                                                              | Adj. To loss on sale of discontinued operations                            |                                            |                                                              | 0.02 |                        |        |                   | 0.02 |                   |        |        |      |          
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            | Basic net income (loss) per common share   |                                                              | $    | 1.03                   |        |                   | $    | 0.23              |        |        | $     | (1.75     | )     
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|Diluted net income (loss) per common share:                                                   |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              | Continuing operations                                                      |                                            | $                                                            | 0.99 |                        |        | $                 | 0.21 |                   |        | $      | (1.75 | )        
|                                                                                              | Adj. To loss on sale of discontinued operations                            |                                            |                                                              | 0.02 |                        |        |                   | 0.02 |                   |        |        |      |          
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            | Diluted net income (loss) per common share |                                                              | $    | 1.01                   |        |                   | $    | 0.23              |        |        | $     | (1.75     | )     
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|Weighted average number of common shares used
in computing net income (loss) per common share
|                                                                                              |                                                                            | Basic                                      |                                                              |      | 2,848,821              |        |                   |      | 2,887,191         |        |        |       | 2,922,246 |       
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      
|                                                                                              |                                                                            | Diluted                                    |                                                              |      | 2,902,470              |        |                   |      | 2,887,230         |        |        |       | 2,922,246 |       
|                                                                                              |                                                                            |                                            |                                                              |      |                        |        |                   |      |                   |        |        |      

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      |        | sales      |  | equity       
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |              
|Balance at December 31, 2000     |  | $      | 165 |         |  | $          | 4,914 |          |  | $          | 16,168 |            |  | $             | (1,612 | )        |  | $          | (215 | )     |  | $ | (235 | ) |  | $ | 19,185 |  
|Net income (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    |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Balance at December 30, 2001     |  | $      | 165 |         |  | $          | 4,936 |          |  | $          | 11,048 |            |  | $             | (1,756 | )        |  | $          | (108 | )     |  | $ | (22  | ) |  | $ | 14,263 |  
|Net income (loss)                |  |        |    |         |  |            |      |          |  |            | 677    |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 677    |  
|Stock compensation awards        |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            | 108  |       |  |   |     |   |  |   | 108    |  
|Stock repurchase program         |  |        |    |         |  |            |      |          |  |            |       |            |  |               | (199   | )        |  |            |     |       |  |   |     |   |  |   | (199   | )
|Notes receivable from stock sale |  |        |    |         |  |            |      |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   | 22   |   |  |   | 22     |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Balance at December 29, 2002     |  | $      | 165 |         |  | $          | 4,936 |          |  | $          | 11,725 |            |  | $             | (1,955 | )        |  | $          |     |       |  | $ |     |   |  | $ | 14,871 |  
|Net income (loss)                |  |        |    |         |  |            |      |          |  |            | 2,928  |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 2,928  |  
|Restricted stock plan            |  |        |    |         |  |            | 82    |          |  |            |       |            |  |               |       |          |  |            |     |       |  |   |     |   |  |   | 82     |  
|Stock repurchase program         |  |        |    |         |  |            |      |          |  |            |       |            |  |               | (155   | )        |  |            |     |       |  |   |     |   |  |   | (155   | )
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  
|Balance at December 28, 2003     |  | $      | 165 |         |  | $          | 5,018 |          |  | $          | 14,653 |            |  | $             | (2,110 | )        |  | $          |     |       |  | $ |     |   |  | $ | 17,726 |  
|                                 |  |        |     |         |  |            |       |          |  |            |        |            |  |               |        |          |  |            |      |       |  |   |      |   |  |   |        |  

See accompanying Notes to Financial Statements

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ABLEST INC.
Statement of Cash Flows
(Amounts in thousands)

|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |        |       |  
|------------------------------------------------------------ | -------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----- | ---------------------- | ------ | ----------------- | ----- | ----------------- | ----- | - | --- | ------ | ----- | -
|                                                             |                                                                                                    |                                                                              |       | For the Fifty-two Week
|                                                             |                                                                                                    |                                                                              |       | Periods Ended         
|                                                             |                                                                                                    |                                                                              |       |                       
|                                                             |                                                                                                    |                                                                              |       | December 28, 2003      |        | December 29, 2002 |       | December 30, 2001
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                  
|CASH FLOWS FROM OPERATING ACTIVITIES:                        |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             | Net income (loss) from continuing
operations                                                       |                                                                              | $     | 2,883                  |        |                   | $     | 608               |       |   | $   | (5,120 | )    
|                                                             | Adjustments to reconcile net income
(loss) to net cash
provided by (used in) operating
activities: |                                                                              |       |                        |        |                   |       |                   |       |   |     |        |      
|                                                             |                                                                                                    | Depreciation                                                                 |       |                        | 513    |                   |       |                   | 642   |   |     |        | 904   |  
|                                                             |                                                                                                    | Amortization of intangible assets                                            |       |                        |       |                   |       |                   |      |   |     |        | 323   |  
|                                                             |                                                                                                    | Intangible asset impairment                                                  |       |                        |       |                   |       |                   |      |   |     |        | 2,908 |  
|                                                             |                                                                                                    | Loss (gain) on disposal of
property, plant
and equipment                     |       |                        | 9      |                   |       |                   | 44    |   |     |        | 199   |  
|                                                             |                                                                                                    | Deferred income taxes                                                        |       |                        | (1,783 | )                 |       |                   | (67   | ) |     |        | (501  | )
|                                                             |                                                                                                    | Stock compensation                                                           |       |                        | 7      |                   |       |                   |      |   |     |        | 320   |  
|                                                             |                                                                                                    | Changes in assets and
liabilities (next page)                                |       |                        | (1,548 | )                 |       |                   | 197   |   |     |        | 1,904 |  
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             |                                                                                                    | Net cash provided by (used in)
operating activities
of continuing operations |       |                        | 81     |                   |       |                   | 1,424 |   |     |        | 937   |  
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                        |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             | Additions to property, plant and
equipment                                                         |                                                                              |       | (297                   | )      |                   |       | (173              | )     |   |     | (627   | )    
|                                                             | Cash transfer from discontinued
operations                                                         |                                                                              |       |                       |        |                   |       |                  |       |   |     | 13     |      
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             |                                                                                                    | Net cash provided by (used in)
investing activities
of continuing operations |       |                        | (297   | )                 |       |                   | (173  | ) |     |        | (614  | )
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                        |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             | Proceeds from short-term borrowings                                                                |                                                                              |       | 2,000                  |        |                   |       | 6,100             |       |   |     | 1,200  |      
|                                                             | Repayment of short-term borrowings                                                                 |                                                                              |       | (2,000                 | )      |                   |       | (6,100            | )     |   |     | (1,200 | )    
|                                                             | Employee stock awards                                                                              |                                                                              |       | 82                     |        |                   |       | 130               |       |   |     | 22     |      
|                                                             | Purchase of treasury shares                                                                        |                                                                              |       | (155                   | )      |                   |       | (199              | )     |   |     | (144   | )    
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|                                                             |                                                                                                    | Net cash provided by (used in)
financing activities
of continuing operations |       |                        | (73    | )                 |       |                   | (69   | ) |     |        | (122  | )
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|Net increase (decrease) in cash from
continuing operations   |                                                                                                    |                                                                              | (289  | )                      |        |                   | 1,182 |                   |       |   | 201 |       
|Net increase (decrease) in cash from
discontinued operations |                                                                                                    |                                                                              | 45    |                        |        |                   | (131  | )                 |       |   | 13  |       
|Less amount transferred to continuing
operations             |                                                                                                    |                                                                              |      |                        |        |                   | 200   |                   |       |   | (13 | )     
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS         |                                                                                                    |                                                                              | (244  | )                      |        |                   | 1,251 |                   |       |   | 201 |       
|CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD               |                                                                                                    |                                                                              | 1,858 |                        |        |                   | 607   |                   |       |   | 406 |       
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       
|CASH AND CASH EQUIVALENTS
END OF PERIOD                      |                                                                                                    | $                                                                            | 1,614 |                        |        | $                 | 1,858 |                   |       | $ | 607 |       
|                                                             |                                                                                                    |                                                                              |       |                        |        |                   |       |                   |       |   |     |       

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ABLEST INC.
Statement of Cash Flows, continued

(Amounts in thousands)


|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |   |        |       | 
|-------------------------------------------------------------------------------- | -------------------------- | ---------------------------------------------- | ------------------------------------------------------------------------------------ | - | ---------------------- | ------ | ----------------- | - | ----------------- | --- | -- | - | ------ | ----- | 
|                                                                                 |                            |                                                |                                                                                      |   | For the Fifty-two Week
|                                                                                 |                            |                                                |                                                                                      |   | Periods Ended         
|                                                                                 |                            |                                                |                                                                                      |   |                       
|                                                                                 |                            |                                                |                                                                                      |   | December 28, 2003      |        | December 29, 2002 |   | December 30, 2001
|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                  
|Changes in continuing operations assets
and liabilities providing (using) cash: |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  
|                                                                                 |                            | Accounts receivable, net                       |                                                                                      | $ | (2,139                 | )      |                   | $ | (1,407            | )   |    | $ | 4,397  |      
|                                                                                 |                            | Prepaid expenses and other
current assets      |                                                                                      |   | 83                     |        |                   |   | (59               | )   |    |   | 122    |      
|                                                                                 |                            | Other assets                                   |                                                                                      |   | 7                      |        |                   |   | 267               |     |    |   | 10     |      
|                                                                                 |                            | Accounts payable                               |                                                                                      |   | 70                     |        |                   |   | (70               | )   |    |   | (161   | )    
|                                                                                 |                            | Accrued expenses and other
current liabilities |                                                                                      |   | 423                    |        |                   |   | 1,393             |     |    |   | (2,020 | )    
|                                                                                 |                            | Other liabilities                              |                                                                                      |   | 8                      |        |                   |   | 73                |     |    |   | (444   | )    
|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  
|                                                                                 |                            |                                                | Total change in continuing
operations
assets and liabilities
providing (using) cash |   | $                      | (1,548 | )                 |   | $                 | 197 |    |   | $      | 1,904 | 
|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  
|Supplemental disclosures of cash flow
information:                               |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  
|                                                                                 | Cash paid during year for: |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |   |       
|                                                                                 |                            | Interest - continuing operations               |                                                                                      | $ | 40                     |        |                   | $ | 28                |     |    | $ | 12     |      
|                                                                                 |                            | Interest - discontinued operations             |                                                                                      |   |                       |        |                   |   |                  |     |    |   |       |      
|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  
|                                                                                 |                            | $                                              | 40                                                                                   |   |                        | $      | 28                |   |                   | $   | 12 |  
|                                                                                 |                            |                                                |                                                                                      |   |                        |        |                   |   |                   |     |    |  

See accompanying Notes to Financial Statements

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ABLEST INC.
Notes to Financial Statements

1. Company Background

Ablest Inc. (Company) offers staffing services in the United States. Staffing
services are principally provided through 45 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 include, but are not limited to,
data entry, office administration, telemarketing, light industrial assembly,
order picking and shipping, network administration, database administration,
program analyst (both mainframe and client server), web development, project
management and technical writing. The Company does not service any specific
industry or field; instead, its services are provided to a broad-based customer
list.

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

On March 13, 2000, the Company sold substantially all of the assets of its
United States industrial maintenance business and the stock of its Canadian
subsidiary, C. H. Heist, Ltd., to Onyx Industrial Services, Inc. (Onyx). For
the 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.

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

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 28,
2003, December 29, 2002 and December 30, 2001.  
|
| |  | 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 28, 2003 and December 29, 2002.
|
| |  | Revenue Recognition                                                                                                                                                                       
|
| |  | The Companys revenue recognition policies comply with the United States
Securities and Exchange Commissions (SEC) Staff Accounting Bulletin 101
(SAB 101), Revenue Recognition.       

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ABLEST INC.
Notes to Financial Statements, continued



| |  | 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 provided valuation
allowances as needed for those deferred tax assets that were not expected
to be realized.                                                                                                                                                                                                                                                                                                                            
|
|
| |  | 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 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 28, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
|
| |  | 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 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 28, 2003, 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 quarter of 2002 and
fourth fiscal quarters of 2002 and 2003 and found no instances of

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ABLEST INC.
Notes to Financial Statements, continued



| |  | 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.
|
| |  | Impairment of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |        |  
|------------------------------------------- | ---------------------------------------- | ------------------- | ----- | ----------------- |  | ----------------- | ---- | ---- |  | - | ------ | ------ | -
|(Amounts in thousands,                      |                                          | For the Years Ended
|except per share data)                      |                                          | December 28, 2003   |       | December 29, 2002 |  | December 30, 2001
|                                            |                                          |                     |       |                   |  |                  
|Reported net income (loss)                  |                                          | $                   | 2,928 |                   |  | $                 | 677  |      |  | $ | (5,120 | )     
|Add back Goodwill amortization (net of tax) |                                          |                     |      |                   |  |                   |     |      |  |   | 349    |       
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       
|                                            | Adjusted net income (loss)               |                     | $     | 2,928             |  |                   | $    | 677  |  |   | $      | (4,771 | )
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       
|Reported basic earnings (loss) per share    |                                          | $                   | 1.01  |                   |  | $                 | 0.23 |      |  | $ | (1.75  | )     
|Add back Goodwill amortization (net of tax) |                                          |                     | 0.02  |                   |  |                   |     |      |  |   | 0.12   |       
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       
|                                            | Adjusted basic income (loss) per share   |                     | $     | 1.03              |  |                   | $    | 0.23 |  |   | $      | (1.63  | )
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       
|Reported diluted earnings (loss) per share  |                                          | $                   | 0.99  |                   |  | $                 | 0.23 |      |  | $ | (1.75  | )     
|Add back Goodwill amortization (net of tax) |                                          |                     | 0.02  |                   |  |                   |     |      |  |   | 0.12   |       
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       
|                                            | Adjusted diluted income (loss) per share |                     | $     | 1.01              |  |                   | $    | 0.23 |  |   | $      | (1.63  | )
|                                            |                                          |                     |       |                   |  |                   |      |      |  |   |        |       



| |  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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ABLEST INC.
Notes to Financial Statements, continued



| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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.

|                                                                                                                                            |                  |                     |       |                   |      |                   |      |      |      |   |        |       |       |  
|------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ------------------- | ----- | ----------------- | ---- | ----------------- | ---- | ---- | ---- | - | ------ | ----- | ----- | -
|(Amounts in thousands,                                                                                                                      |                  | For the Years Ended
|except per share data)                                                                                                                      |                  | December 28, 2003   |       | December 29, 2002 |      | December 30, 2001
|                                                                                                                                            |                  |                     |       |                   |      |                  
|Net income, as reported                                                                                                                     |                  | $                   | 2,928 |                   |      | $                 | 677  |      |      | $ | (5,120 | )    
|Add: Stock-based employee compensation
expense included in reported net income,
net of related tax effects                                  |                  |                     | 89    |                   |      |                   | 189  |      |      |   | 130    |      
|Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects |                  |                     | (106  | )                 |      |                   | (228 | )    |      |   | (146   | )    
|                                                                                                                                            |                  |                     |       |                   |      |                   |      |      |      |   |        |      
|Pro forma net income                                                                                                                        |                  | $                   | 2,911 |                   |      | $                 | 638  |      |      | $ | (5,136 | )    
|                                                                                                                                            |                  |                     |       |                   |      |                   |      |      |      |   |        |      
|Basic net income (loss)                                                                                                                     |                  |                     |       |                   |      |                   |      |      |      |   |        |      
|                                                                                                                                            | per
common share |                     |       |                   |      |                   |      |      |      |   |        |       |      
|                                                                                                                                            |                  | As reported         | $     | 1.03              |      |                   | $    | 0.23 |      |   | $      | (1.75 | )    
|                                                                                                                                            |                  | Pro forma           |       | 1.02              |      |                   |      | 0.22 |      |   |        | (1.76 | )    
|Diluted net income (loss)                                                                                                                   |                  |                     |       |                   |      |                   |      |      |      |   |        |      
|                                                                                                                                            | per
common share |                     |       |                   |      |                   |      |      |      |   |        |       |      
|                                                                                                                                            |                  | As reported         | $     | 1.01              |      |                   | $    | 0.23 |      |   | $      | (1.75 | )    
|                                                                                                                                            |                  | Pro forma           |       |                   | 1.00 |                   |      |      | 0.22 |   |        |       | (1.76 | )

21



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ABLEST INC.
Notes to Financial Statements, continued



| |  | The preceding pro forma results were calculated with the use of the
Black-Scholes option pricing model. The various factors used for options
granted are as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |  |                     |      |                   |  |                   |      |   |  |  |      |  
|----------------------- |  | ------------------- | ---- | ----------------- |  | ----------------- | ---- | - |  |  | ---- | -
|                        |  | For the Years Ended
|                        |  | December 28, 2003   |      | December 29, 2002 |  | December 30, 2001
|                        |  |                     |      |                   |  |                  
|Risk-free interest rate |  |                     | 4.17 | %                 |  |                   | 3.83 | % |  |  | 5.12 | %
|Dividend yield          |  |                     |     |                   |  |                   |     |   |  |  |     |  
|Expected life           |  | 10 Years            |      | 10 Years          |  | 10 Years         
|Volatility              |  |                     | 34.2 | %                 |  |                   | 40.7 | % |  |  | 35.6 | %



| |  | 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.

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

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ABLEST INC.
Notes to Financial Statements, continued

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.

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

|                                                                               |  |                     |    |                   |  |                   |     |  |  |   |   | 
|------------------------------------------------------------------------------ |  | ------------------- | -- | ----------------- |  | ----------------- | --- |  |  | - | - | 
|                                                                               |  | For the Years Ended
|(Amounts in thousands)                                                         |  | December 28, 2003   |    | December 29, 2002 |  | December 30, 2001
|                                                                               |  |                     |    |                   |  |                  
|Income (loss) from discontinued operations
before income tax expense (benefit) |  | $                   | 72 |                   |  | $                 | 119 |  |  | $ |  | 
|less: Income tax expense (benefit)                                             |  |                     | 27 |                   |  |                   | 50  |  |  |   |  | 
|                                                                               |  |                     |    |                   |  |                   |     |  |  |   |   | 
|Income (loss) from discontinued operations                                     |  | $                   | 45 |                   |  | $                 | 69  |  |  | $ |  | 
|                                                                               |  |                     |    |                   |  |                   |     |  |  |   |   | 

4. Allowance for Doubtful Accounts

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

|                                      |  |                   |      |                   |  |   |     |  
|------------------------------------- |  | ----------------- | ---- | ----------------- |  | - | --- | -
|(Amounts in thousands)                |  | December 28, 2003 |      | December 29, 2002
|                                      |  |                   |      |                  
|Balance, beginning of year            |  | $                 | 291  |                   |  | $ | 252 |  
|Additions charged to cost and expense |  |                   | 194  |                   |  |   | 92  |  
|Accounts receivable written-off       |  |                   | (239 | )                 |  |   | (53 | )
|                                      |  |                   |      |                   |  |   |     |  
|Balance, end of year                  |  | $                 | 246  |                   |  | $ | 291 |  
|                                      |  |                   |      |                   |  |   |     |  

5. Property, Plant and Equipment

A summary of property, plant and equipment follows:

|                               |                                    |                   |       |                   |  |   |       |     | 
|------------------------------ | ---------------------------------- | ----------------- | ----- | ----------------- |  | - | ----- | --- | 
|(Amounts in thousands)         |                                    | December 28, 2003 |       | December 29, 2002
|                               |                                    |                   |       |                  
|Office furniture and equipment |                                    | $                 | 5,082 |                   |  | $ | 4,964 |    
|Leasehold improvements         |                                    |                   | 323   |                   |  |   | 352   |    
|                               |                                    |                   |       |                   |  |   |       |    
|                               |                                    | $                 | 5,405 |                   |  | $ | 5,316 |    
|less: Accumulated Depreciation |                                    |                   | 4,758 |                   |  |   | 4,444 |    
|                               |                                    |                   |       |                   |  |   |       |    
|                               | Property, plant and equipment, net |                   | $     | 647               |  |   | $     | 872 | 
|                               |                                    |                   |       |                   |  |   |       |    

Depreciation expense for the years ended December 28, 2003, December 29, 2002
and December 30, 2001 was $513,000, $642,000 and $917,000 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

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ABLEST INC.
Notes to Financial Statements, continued

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 information technology staffing.

7. Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities follows:

|                               |                                                |                   |       |                   |  |   |       |       | 
|------------------------------ | ---------------------------------------------- | ----------------- | ----- | ----------------- |  | - | ----- | ----- | 
|(Amounts in thousands)         |                                                | December 28, 2003 |       | December 29, 2002
|                               |                                                |                   |       |                  
|Payroll and other compensation |                                                | $                 | 1,815 |                   |  | $ | 1,793 |      
|Insurance                      |                                                |                   | 2,442 |                   |  |   | 2,038 |      
|Other                          |                                                |                   | 181   |                   |  |   | 177   |      
|                               |                                                |                   |       |                   |  |   |       |      
|                               | Accrued expenses and other current liabilities |                   | $     | 4,438             |  |   | $     | 4,008 | 
|                               |                                                |                   |       |                   |  |   |       |      

8. Indebtedness

On August 13, 2003, the Company signed a two-year $7,500,000 Committed
Revolving Credit Facility (Facility) with Manufacturers and Traders Trust
Company (M&T). The Company elects the interest rate on borrowings under the
Facility at the time of borrowing at either the banks prime rate or the
thirty, sixty or ninety day London Interbank Offered Rate (LIBOR) plus 200
basis points. The Facility expires on August 12, 2005 and is renewable for one
year with the consent of both parties. The Facility requires the Company to
maintain certain financial covenants including a tangible net worth ratio among
other restrictions.

The Facility replaced the Companys Standard LIBOR Grid Note Agreement (LIBOR
Agreement) that allowed 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, a rate calculated by using a formula which added 250
basis points or 2.5% to the thirty, sixty or ninety day LIBOR. The LIBOR
Agreement was a one-year demand note due to expire on July 22, 2003, but was
renewed for an additional thirty days while the Company and M&T negotiated the
new Facility.

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 director is re-elected to
the Board. The price per share deliverable upon exercise is equal to 100% of
the fair market value of the shares on the date the option is granted. The
initial grant of options to purchase 6,000 common shares is exercisable in
three equal, annual installments on the first, second and third anniversary of
the grant thereof. All subsequent grants are exercisable on the first
anniversary of the grant thereof. The term of each grant is 10 years from the
date it is granted.

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

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ABLEST INC.
Notes to Financial Statements, continued

|                                         |  |         |        |                |  |          |      | 
|---------------------------------------- |  | ------- | ------ | -------------- |  | -------- | ---- | 
|                                         |  |         |        |                |  | Weighted
|                                         |  | Stock   |        | Average       
|                                         |  | Options |        | Exercise Price
|                                         |  |         |        |               
|Outstanding at December 30, 2001         |  |         | 30,000 |                |  | $        | 4.97 | 
|Granted                                  |  |         | 6,000  |                |  |          | 4.10 | 
|                                         |  |         |        |                |  |          |      | 
|Outstanding at December 29, 2002         |  |         | 36,000 |                |  | $        | 4.83 | 
|Granted                                  |  |         | 6,000  |                |  |          | 4.60 | 
|                                         |  |         |        |                |  |          |      | 
|Outstanding at December 28, 2003         |  |         | 42,000 |                |  | $        | 4.79 | 
|                                         |  |         |        |                |  |          |      | 
|Options exercisable at December 28, 2003 |  |         | 36,000 |                |  | $        | 4.83 | 
|                                         |  |         |        |                |  |          |      | 

At December 28, 2003, the range of exercise prices for options issued under the
Directors Plan was $4.10 to $5.06, and the weighted average contractual life
of the options was 7.29 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. 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
|                                         |  | Stock   |         | Average       
|                                         |  | Options |         | Exercise Price
|                                         |  |         |         |               
|Outstanding at December 30, 2001         |  |         | 41,479  |                |  | $        | 8.02 | 
|Canceled or expired                      |  |         | (17,479 | )              |  |          | 8.77 | 
|                                         |  |         |         |                |  |          |      | 
|Outstanding at December 29, 2002         |  |         | 24,000  |                |  | $        | 7.48 | 
|                                         |  |         |         |                |  |          |      | 
|Outstanding at December 28, 2003         |  |         | 24,000  |                |  | $        | 7.48 | 
|                                         |  |         |         |                |  |          |      | 
|Options exercisable at December 28, 2003 |  |         | 24,000  |                |  | $        | 7.48 | 
|                                         |  |         |         |                |  |          |      | 

At December 28, 2003, the range of exercise prices for options issued
under the Plan was $6.94 to $7.81, and the weighted average contractual life of
the options was 0.7 year.

The Company has adopted the disclosure provisions the Financial Accounting
Standards Boards 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.

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 15,534 shares. In fiscal 2003, the Company
expensed $89,000 for approximately 17,000 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.

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ABLEST INC.
Notes to Financial Statements, continued

11. Income Taxes

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

|                              |                 |                   |        |                   |   |                   |     |     |  |   |      |      |  
|----------------------------- | --------------- | ----------------- | ------ | ----------------- | - | ----------------- | --- | --- |  | - | ---- | ---- | -
|(Amounts in thousands)        |                 | December 28, 2003 |        | December 29, 2002 |   | December 30, 2001
|                              |                 |                   |        |                   |   |                  
|Income tax expense (benefit): |                 |                   |        |                   |   |                   |     |     |  |   |      |     
|                              | Federal         |                   | $      | (1,825            | ) |                   | $   | 227 |  |   | $    | (412 | )
|                              | State, current  |                   | $      | 14                |   |                   |     |     |  |   |      |      |  
|                              | State, deferred |                   |        | 69                |   |                   |     | 41  |  |   |      | (48  | )
|                              |                 |                   |        |                   |   |                   |     |     |  |   |      |      |  
|                              |                 | $                 | (1,742 | )                 |   | $                 | 268 |     |  | $ | (460 | )   
|                              |                 |                   |        |                   |   |                   |     |     |  |   |      |     
|Continuing operations         |                 | $                 | (1,769 | )                 |   | $                 | 218 |     |  | $ | (460 | )   
|Discontinued operations       |                 |                   | 27     |                   |   |                   | 50  |     |  |   |     |     
|                              |                 |                   |        |                   |   |                   |     |     |  |   |      |      |  
|                              |                 | $                 | (1,742 | )                 |   | $                 | 268 |     |  | $ | (460 | )   
|                              |                 |                   |        |                   |   |                   |     |     |  |   |      |     

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

|                                   |                         |                   |       |                   |  |                   |     |     |  |   |        |        |  
|---------------------------------- | ----------------------- | ----------------- | ----- | ----------------- |  | ----------------- | --- | --- |  | - | ------ | ------ | -
|(Amounts in thousands)             |                         | December 28, 2003 |       | December 29, 2002 |  | December 30, 2001
|                                   |                         |                   |       |                   |  |                  
|Income (loss) before income taxes: |                         |                   |       |                   |  |                   |     |     |  |   |        |       
|                                   | Continuing operations   |                   | $     | 1,114             |  |                   | $   | 826 |  |   | $      | (5,580 | )
|                                   | Discontinued operations |                   |       | 72                |  |                   |     | 119 |  |   |        |       |  
|                                   |                         |                   |       |                   |  |                   |     |     |  |   |        |        |  
|                                   |                         | $                 | 1,186 |                   |  | $                 | 945 |     |  | $ | (5,580 | )     
|                                   |                         |                   |       |                   |  |                   |     |     |  |   |        |       

Actual income taxes 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:

|                                        |                                           |                   |        |                   |   |                   |      |      |   |   |        |       |  
|--------------------------------------- | ----------------------------------------- | ----------------- | ------ | ----------------- | - | ----------------- | ---- | ---- | - | - | ------ | ----- | -
|(Amounts in thousands)                  |                                           | December 28, 2003 |        | December 29, 2002 |   | December 30, 2001
|                                        |                                           |                   |        |                   |   |                  
|Computed expected tax expense (benefit) |                                           | $                 | 403    |                   |   | $                 | 321  |      |   | $ | (1,897 | )    
|Adjustments resulting from:             |                                           |                   |        |                   |   |                   |      |      |   |   |        |      
|                                        | State tax, net of Federal tax benefit     |                   |        | 83                |   |                   |      | 41   |   |   |        | (48   | )
|                                        | Goodwill amortization and impairment      |                   |        |                  |   |                   |      |     |   |   |        | 335   |  
|                                        | Meals and entertainment                   |                   |        | 28                |   |                   |      | 30   |   |   |        | 35    |  
|                                        | Change in estimate for tax benefit, other |                   |        | 98                |   |                   |      | 77   |   |   |        |      |  
|                                        | Refund of 1998 amended income tax return  |                   |        |                  |   |                   |      | (201 | ) |   |        |      |  
|                                        | Valuation allowance                       |                   |        | (2,354            | ) |                   |      |     |   |   |        | 1,115 |  
|                                        |                                           |                   |        |                   |   |                   |      |      |   |   |        |      
|                                        |                                           | $                 | (1,742 | )                 |   | $                 | 268  |      |   | $ | (460   | )    
|                                        |                                           |                   |        |                   |   |                   |      |      |   |   |        |      
|Effective tax rate                      |                                           |                   | -146.9 | %                 |   |                   | 28.4 | %    |   |   | -8.3   | %    
|                                        |                                           |                   |        |                   |   |                   |      |      |   |   |        |      

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

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ABLEST INC.
Notes to Financial Statements, continued

|                                     |                                                 |                   |       |                   |  |   |       |        |  
|------------------------------------ | ----------------------------------------------- | ----------------- | ----- | ----------------- |  | - | ----- | ------ | -
|(Amounts in thousands)               |                                                 | December 28, 2003 |       | December 29, 2002
|                                     |                                                 |                   |       |                  
|Deferred tax assets and liabilities: |                                                 |                   |       |                   |  |   |       |       
|                                     | Allowance for doubtful accounts                 |                   | $     | 93                |  |   | $     | 111    |  
|                                     | Accrued insurance expense                       |                   |       | 927               |  |   |       | 773    |  
|                                     | Accrued loss on disposal                        |                   |       |                  |  |   |       | 28     |  
|                                     | Accumulated depreciation of plant and equipment |                   |       | 100               |  |   |       | 76     |  
|                                     | Accumulated amortization of other assets        |                   |       | 744               |  |   |       | 864    |  
|                                     | Foreign tax and other credit carryforwards      |                   |       | 180               |  |   |       | 180    |  
|                                     | Operating loss carryforwards                    |                   |       | 2,897             |  |   |       | 3,468  |  
|                                     | Other                                           |                   |       | 64                |  |   |       | 76     |  
|                                     |                                                 |                   |       |                   |  |   |       |       
|                                     |                                                 | $                 | 5,005 |                   |  | $ | 5,576 |       
|                                     | Valuation allowances                            |                   |       |                  |  |   |       | (2,354 | )
|                                     |                                                 |                   |       |                   |  |   |       |       
|Net deferred tax assets              |                                                 | $                 | 5,005 |                   |  | $ | 3,222 |       
|                                     |                                                 |                   |       |                   |  |   |       |       

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 provided valuation allowances as needed for those
deferred tax assets that were not expected to be realized.

12. Employee Benefit Plans

The Company 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 $176,000, $198,000 and $276,000 for the years ended December 28,
2003, December 29, 2002 and December 30, 2001, respectively.

13. Lease Commitments

The Company occupies certain facilities under non-cancelable operating lease
arrangements. Expenses under such arrangements amounted to approximately
$1,294,000, $1,358,000 and $1,434,000 for the years ended December 28, 2003,
December 29, 2002 and December 30, 2001, respectively.

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
$142,000, $153,000 and $163,000 for the years ended December 28, 2003, December
29, 2002 and December 30, 2001, respectively

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 28, 2003
follows:

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ABLEST INC.
Notes to Financial Statements, continued

(Amounts in thousands)

|      |  |               |       |           |  |       |     |  |  |   |       | 
|----- |  | ------------- | ----- | --------- |  | ----- | --- |  |  | - | ----- | 
|Year  |  | Real Property |       | Equipment |  | Total
|      |  |               |       |           |  |      
|2004  |  | $             | 1,113 |           |  | $     | 91  |  |  | $ | 1,204 | 
|2005  |  |               | 788   |           |  |       | 44  |  |  |   | 832   | 
|2006  |  |               | 268   |           |  |       | 18  |  |  |   | 286   | 
|2007  |  |               | 9     |           |  |       |    |  |  |   | 9     | 
|      |  |               |       |           |  |       |     |  |  |   |       | 
|Total |  | $             | 2,178 |           |  | $     | 153 |  |  | $ | 2,331 | 
|      |  |               |       |           |  |       |     |  |  |   |       | 

14. 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 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 28, 2003. Actual losses could differ from accrued
amounts.




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

None.




ITEM 9A.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.




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

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##### Table of Contents



2004 Annual Meeting of Shareholders (the Proxy Statement).




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.




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.Principal Accountants Fees and Services

The information required by this item is incorporated by reference to the
section entitled Principal Accountants Fees and Services in the Proxy
Statement.




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 10.  
|
| | (2) |  | Supplemental Schedules                         
|
| |     |  | Schedule II  Valuation and Qualifying Accounts

All other schedules have been omitted because the required information is not
present in amounts sufficient to require submission of the schedule, or because
the required information is included in the consolidated financial statements
or notes thereto.

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|(3) |  | 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)
|        |  |                                                                                                                                               
|3.1     |  | Certificate of Incorporation of the Company. (2)                                                                                              
|        |  |                                                                                                                                               
|3.2     |  | By-laws of the Registrant. (2)                                                                                                                
|        |  |                                                                                                                                               
|10.1    |  | Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx
Industrial Services Inc. (1).                                            
|        |  |                                                                                                                                               
|10.2    |  | Promissory Note dated August 13, 2003 between the Company and
Manufacturers and Traders Trust Company. (3)                                    
|        |  |                                                                                                                                               
|10.3    |  | Independent Directors Stock Option Plan adopted May 14, 2000. (2)                                                                             
|        |  |                                                                                                                                               
|10.4    |  | Option to Ownership Plan adopted October 9, 2000. (2)                                                                                         
|        |  |                                                                                                                                               
|10.5    |  | Executive Stock Awards Plan. (4)                                                                                                              
|        |  |                                                                                                                                               
|10.6    |  | Employment agreement with Charles H. Heist III, Chairman, dated January 1, 2004.                                                              
|        |  |                                                                                                                                               
|10.7    |  | Employment agreement with W. David Foster, Vice Chairman, dated January
1, 2004.                                                              
|        |  |                                                                                                                                               
|10.8    |  | Employment agreement with Kurt R. Moore, President and Chief Executive
Officer, dated January 1, 2004.                                        
|        |  |                                                                                                                                               
|10.9    |  | Employment agreement with Vincent J. Lombardo, Vice President and Chief
Financial Officer, dated January 1, 2004.                             
|        |  |                                                                                                                                               
|14      |  | Code of Ethics for Senior Financial Officers                                                                                                  
|        |  |                                                                                                                                               
|21      |  | Subsidiaries of the Registrant                                                                                                                
|        |  |                                                                                                                                               
|23.1    |  | Consent of PricewaterhouseCoopers LLP                                                                                                         
|        |  |                                                                                                                                               
|31.1    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|        |  |                                                                                                                                               
|31.2    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                      
|        |  |                                                                                                                                               
|32.1    |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                      

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|        |  |                                                                         
|------- |  | ------------------------------------------------------------------------
|Exhibit |  |                                                                         
|Number  |  | Exhibit                                                                 
|        |  |                                                                         
|32.2    |  | Certification 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-Q Report for
the quarter ended September 28, 2003 and incorporated herein by
reference.
|
| | (4) |  | Filed as an Exhibit to the Registrants Form S-8 filed
January 12, 2004 and incorporated herein by reference.                          



|(b) |  | The Company filed a report on Form 8-K dated October 23, 2003, under Item
12. The report included a press release reporting the Companys management
succession plan.                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company filed a report on Form 8-K dated October 24, 2003, under Item
12. The report included a press release reporting the Companys results
of operations and financial condition for the thirteen and thirty-nine
weeks ended September 28, 2003.
|   
|(c) |  | Exhibits                                                                                                                                                                                                                                                
|   
|    |  | See subsection (a)(3) above.                                                                                                                                                                                                                            
|   
|(d) |  | Financial Statement Schedules                                                                                                                                                                                                                           
|   
|    |  | Not applicable                                                                                                                                                                                                                                          

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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,
| |  |             |  | and Secretary                           

Date: February 17, 2004

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/ Ronald K. Leirvik  
|    |  |                                        |  |     |  |                        
|    |  | Charles H. Heist                       |  |     |  | Ronald K. Leirvik      
|    |  | Chairman of the Board, Director        |  |     |  | Director               
|    |  |                                        |  |     |  |                        
|By: |  | /s/ W. David Foster                    |  | By: |  | /s/ Donna R. Moore     
|    |  |                                        |  |     |  |                        
|    |  | W. David Foster                        |  |     |  | Donna R. Moore         
|    |  | Vice Chairman of the Board, Director   |  |     |  | Director               
|    |  |                                        |  |     |  |                        
|By: |  | /s/ Kurt R. Moore                      |  | By: |  | /s/ Richard W. Roberson
|    |  |                                        |  |     |  |                        
|    |  | Kurt R. Moore                          |  |     |  | Richard W. Roberson    
|    |  | President and Chief Executive Officer, |  |     |  | Director               
|    |  | Director                               |  |     |  |                        
|    |  |                                        |  |     |  |                        
|    |  |                                        |  | By: |  | /s/ Charles E. Scharlau
|    |  |                                        |  |     |  |                        
|    |  |                                        |  |     |  | Charles E. Scharlau    
|    |  |                                        |  |     |  | Director               

February 17, 2004

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 28, 2003, December 29, 2002 and December 30, 2001

|                                       |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|-------------------------------------- |  | ------------ | ----- | ----------------- |  | -------------------- | ----- | ---------- |  | ---------- | --- | ------ |  | ---------- | ----- |  |  |  | ----- | 
|                                       |  | 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 28, 2003           |  |              |       |                   |  |                      |       |            |  |            |     |        |  |            |       |  |  |  |       | 
|Allowance for doubtful accounts        |  | $            | 291   |                   |  |                      | 194   |            |  |            |    |        |  |            | 239   |  |  |  | 246   | 
|Deferred tax asset valuation allowance |  | $            | 2,354 |                   |  |                      |      |            |  |            |    |        |  |            | 2,354 |  |  |  |      | 
|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 | 

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

34