Ablest Inc.

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)

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

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of outstanding shares of the registrant’s Common Stock at September 28, 2003 was 2,856,500.


Item No.			Page

PART I FINANCIAL INFORMATION
	1. Financial Statements:
		Condensed Balance Sheets as of September 28, 2003 (Unaudited) and December 29, 2002	3
		Condensed Statements of Operations (Unaudited) for the Thirteen and Thirty-nine week periods ended September 28, 2003 and September 29, 2002	4
		Condensed Statements of Cash Flows (Unaudited) for the Thirty-nine week periods ended September 28, 2003 and September 29, 2002	5
		Notes to Condensed Financial Statements	6
	2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		9
	3. Quantitative and Qualitative Disclosure about Market Risk		11
	4. Controls and Procedures		11
PART II OTHER INFORMATION
	1. Legal Proceedings		12
	2. Change in Securities and Uses of Proceeds		12
	3. Defaults Upon Senior Securities		12
	4. Submission of Matters to a Vote of Security Holders		12
	5. Other Information		12
	6. Exhibits and Reports on Form 8-K		12
SIGNATURES			13
Exhibit Index

ABLEST INC.
Condensed Balance Sheets
(amounts in thousands except share and per share data)


					September 28, 2003			December 29, 2002

					(Unaudited)
				ASSETS
CURRENT ASSETS
	Cash and cash equivalents				$	1,372		$	1,858
	Accounts receivable, net					13,440			11,639
	Prepaid expenses and other current assets					407			296
	Current deferred tax asset					988			988

		Total current assets				16,207			14,781
	Property, plant and equipment, net					733			872
	Deferred tax asset, net					2,234			2,234
	Goodwill, net					1,283			1,283
	Other assets					40			46

		Total assets			$	20,497		$	19,216

			LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Accounts payable				$	718		$	256
	Accrued expenses and other current liabilities					4,739			4,008
	Short-term borrowings					—			—

		Total current liabilities				5,457			4,264
Other liabilities						86			81

		Total liabilities				5,543			4,345

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
	Preferred stock of $.05 par value; 500,000 shares authorized , none issued or outstanding at September 28, 2003 and December 29, 2002					—			—
	Common stock of $.05 par value; 7,500,000 shares authorized, 3,308,929 shares issued and outstanding including shares held in treasury at September 28, 2003 and December 29, 2002, respectively					165			165
	Additional paid-in capital					4,936			4,936
	Retained earnings					11,934			11,725
	Treasury stock at cost; 452,429 and 428,341 shares held at September 28, 2003 and December 29, 2002, respectively					(2,081	)		(1,955	)

		Total stockholders’ equity				14,954			14,871

		Total liabilities and stockholders’ equity			$	20,497		$	19,216

ABLEST INC.
Condensed Statements of Operations
(amounts in thousands except share and per share data)
(Unaudited)


			For the Thirteen Week						For the Thirty-nine Week
			Periods Ended						Periods Ended

			September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002

Net service revenues			$	26,668		$	29,287		$	74,171		$	74,748
Cost of services				22,111			24,006			61,777			61,034

		Gross profit		4,557			5,281			12,394			13,714
Selling, general and administrative expenses				3,999			4,479			12,074			13,075

		Operating income (loss)		558			802			320			639

Other:
	Interest income (expense), net			(9	)		(20	)		(31	)		24
	Miscellaneous, net			14			24			47			20

		Other income (loss)		5			4			16			44

		Income (loss) before income taxes		563			806			336			683
Income tax expense (benefit)				213			280			127			79

		Net income (loss)	$	350		$	526		$	209		$	604

		Basic net income (loss) per common share	$	0.12		$	0.18		$	0.07		$	0.21

		Diluted net income (loss) per common share	$	0.12		$	0.18		$	0.07		$	0.21

		Weighted average number of common shares in computing net income (loss) per common share
		Basic		2,858,197			2,864,422			2,862,629			2,872,847

		Diluted		2,876,197			2,884,422			2,880,629			2,892,847

ABLEST INC.
Condensed Statements of Cash Flows
(amounts in thousands)
(Unaudited)


			For the Thirty-nine Week
			Periods Ended

			September 28, 2003			September 29, 2002

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss) from continuing operations		$	209		$	604
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation		388			495
		Loss (gain) on disposal of property, plant and equipment		6			42
		Deferred income taxes		—			(1	)
		Stock compensation		37			71
		Changes in assets and liabilities (see below)		(745	)		(569	)

		Net cash provided by (used in) operating activities		(105	)		642

CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to property, plant and equipment			(255	)		(53	)

		Net cash provided by (used in) investing activities		(255	)		(53	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from short-term borrowings			2,000			5,950
	Repayment of short-term borrowings			(2,000	)		(5,950	)
	Purchase of treasury shares			(126	)		(124	)

		Net cash provided by (used in) financing activities		(126	)		(124	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(486	)		465
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD				1,858			607

CASH AND CASH EQUIVALENTS, END OF PERIOD			$	1,372		$	1,072

Changes in assets and liabilities providing (using) cash:
	Accounts receivable, net		$	(1,801	)	$	(2,816	)
	Prepaid expenses and other current assets			(111	)		(113	)
	Other assets			6			13
	Accounts payable			462			330
	Accrued expenses and other current liabilities			694			2,017
	Other liabilities			5			—

		Total change in assets and liabilities providing (using) cash	$	(745	)	$	(569	)

Ablest Inc. (“Company”) offers staffing services in the United States. Staffing services are principally provided through 44 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, shipping, network administration, database administration, program analyst, web development, project management and technical writing. Ablest does not service any specific industry or field; instead, its services are provided to a broad-based customer list.

These interim financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 29, 2002. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

All adjustments, consisting of only normal recurring adjustments, considered necessary for fair presentation have been reflected in these condensed financial statements. The operating results for the thirty-nine week period ended September 28, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2003.

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

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

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.

The changes in stockholders’ equity for the thirty-nine week period ended September 28, 2003 are summarized as follows:


(amounts in thousands,			Additional										Total
except share data)	Common		Paid-in		Retained		Treasury		Stock			Stockholders'
	Stock		Capital		Earnings		Shares		Amount				Equity

Balance at December 29, 2002	$	165	$	4,936	$	11,725		428,341	$	(1,955	)		$	14,871
Net income (loss)		—		—		209		—		—				209
Stock repurchase program		—		—		—		24,088		(126	)			(126	)

Balance at September 28, 2003	$	165	$	4,936	$	11,934		452,429	$	(2,081	)		$	14,954

The Company grants stock options for a fixed number of shares to executive officers, certain other key employees, and independent directors. On May 20, 2003, the date of the Company’s Annual Meeting of Shareholders, upon re-election to the Board of Directors (“Board”), the independent directors of the Board were granted options to purchase 6,000 shares as per the terms of the Company’s Independent Directors’ Stock Option Plan. The options become fully vested one year from the date of grant. The options are exercisable at the closing market price on the date of grant.

The Company has elected to continue to use the intrinsic value method of accounting for stock options under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. The following table represents the effect on net income and earnings per share if the Company had applied the fair value based method and recognition provisions of Financial Accounting Standards No. 123, (“SFAS No. 123”), “Accounting for Stock-Based Compensation”.


		For the Thirty-nine Week
(amounts in thousands except share and per share data)		Periods Ended

		September 28, 2003		September 29, 2002

Net income (loss), as reported		$	209	$	604
	Deduct: Total stock-based employee compensation expense determined under fair value methods for all awards, net of related tax effects		15		—

Net income (loss), pro forma		$	194	$	604

Net income (loss) per share:
	Basic, as reported	$	0.07	$	0.21

	Diluted, as reported	$	0.07	$	0.21

	Basic, pro forma	$	0.07	$	0.21

	Diluted, pro forma	$	0.07	$	0.21

Weighted average number of common shares in computing net income (loss) per common share
	Basic		2,862,629		2,872,847

	Diluted		2,880,629		2,892,847

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Statements made in this discussion, other than those concerning historical information, should be considered forward-looking and subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. This notice is intended to take advantage of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. Risks and uncertainties include, but are not limited to, hiring and maintaining qualified employees, legislative and judicial reforms which could increase the cost of our services to our customers and make the use of staffing service providers less beneficial, the proper functioning of our management information systems and the continuing economic recession.

The following discussion compares the quarter ended September 28, 2003 to the quarter ended September 29, 2002, and September 28, 2003 year to date to September 29, 2002 year to date and should be read in conjunction with the Condensed Financial Statements, including the related notes thereto, appearing elsewhere in this Report.

Revenues totaled $26.7 million and $74.2 million for the quarter and year to date periods ended September 28, 2003 as compared to $29.3 million and $74.7 million for the quarter and year to date periods ended September 29, 2002. Revenue decreased $2.6 million for the quarter primarily due to a reduction in the needs of one large account and a decrease in information technology services billing. Information technology services continue to be especially hard hit by reduced corporate spending for these services in particular. Year to date commercial services revenue increased $2.9 million due to the addition of several large industrial customers and increased account penetration in others.

Gross profit was $4.6 million and $12.4 million for the quarter and year to date periods ended September 28, 2003 as compared to $5.3 million and $13.7 million for the quarter and year to date periods ended September 29, 2002. Commercial services gross profit decreased by $542,000 for the quarter primarily due to a $211,000 increase in workers’ compensation self-insurance. Year to date gross profit for the Company’s commercial services decreased $512,000 for 2003 as compared to 2002. The year to date decrease in gross profit includes an increase in workers’ compensation self-insurance of $817,000. Gross profit for the Company’s information technology services decreased by $182,000 and $808,000 for the quarter and year to date periods ended September 28, 2003 as compared to the quarter and year to date periods ended September 29, 2002.

Selling, general and administrative expenses decreased by $480,000, or 10.7%, and $1.0 million, or 7.7%, to $4.0 million and $12.1 million for the quarter and year to date periods ended September 28, 2003 as compared to the same periods ended September 29, 2002. The decrease reflects containment of costs and management of staff levels. Reductions include a decrease of $111,000 and $489,000 for the quarter and year to date periods ended September 28, 2003 as compared to the quarter and year to date periods ended September 29, 2002 related to information technology services as the Company continues to align those services with its business volume.

There was $5,000 other income for the quarter ended September 28, 2003 as compared to $4,000 for the quarter ended September 29, 2002. For the year to date period ended September 28, 2003, other income decreased $28,000 as compared to the year to date period ended September 29, 2002. The decrease was primarily the result of receiving interest income of $32,000 in the quarter ended March 31, 2002 that related to the Company’s amended 1998 federal income tax return.

Income tax expense of $213,000 was recorded for the quarter ended September 28, 2003 as compared to $280,000 for the quarter ended September 29, 2002. Income tax expense of $127,000 was recorded for the year to date period ended September 28, 2003, an increase of $48,000 as compared to the year to date period ended September 29, 2002.

The quick ratio was 2.8 to 1 and 3.2 to 1 at September 28, 2003 and December 29, 2002, respectively, and the current ratio was 3.0 to 1 and 3.5 to 1, for the same respective periods. Net working capital increased by $233,000 to $10.8 million for the current year to date period. The increase was primarily due to an increase of $1.8 million in accounts receivable, net and an increase in accrued expenses and other current liabilities of $731,000. Reference should be made to the Statement of Cash Flows, which details the sources and uses of cash. Capital expenditures were $255,000 during the current year to date period.

It is anticipated that existing funds, cash flows from operations and available borrowings will be sufficient to cover working capital requirements and capital expenditures for the remainder of fiscal 2003.

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

Based on their evaluation, as of the end of the period covered by this quarterly 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.


ITEM 1.	LEGAL PROCEEDINGS

	Not applicable

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

	Not applicable

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

	Not applicable

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	Not applicable

ITEM 5.	OTHER INFORMATION

	Not applicable

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits

	10	Promissory Note dated August 13, 2003 between the Company and Manufacturers and Traders Trust Company.
	31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b)	Reports on Form 8-K

The Company filed a report on Form 8-K dated August 1, 2003, under Item 12. The report included a press release reporting the Company’s results of operations and financial condition for the thirteen and twenty-six weeks ended June 29, 2003.

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


Exhibit
Number		Description of Document

10		Promissory Note dated August 13, 2003 between the Company and Manufacturers and Traders Trust Company.

31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14 EX-10 3 g85406exv10.txt EX-10 AUGUST 13, 2003 PROMISSORY NOTE EXHIBIT 10 (MANUFACTURERS AND TRADERS TRUST COMPANY LOGO) PROMISSORY NOTE MARYLAND August 13, 2003 $7,500,000.00 BORROWER: ABLEST INC., a corporation organized under the laws of Delaware Address of residence/chief executive office: 1901 Ulmerton Road, Suite 300, ----------------------------------- Clearwater, Florida 33762 - -------------------------------------------------------------------------------- BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with banking offices at One M & T Plaza, Buffalo, New York 14240. Attention: Office of General Counsel 1. DEFINITIONS. As used in this Note, each capitalized term shall have the meaning specified in the Note or as it appears in initial capitalization. Additionally, the following terms shall have the indicated meanings: a. "APPLICABLE RATE" shall mean either the Interest Rate or the Base Rate, as the case may be. b. "ADJUSTMENT DATE" shall mean two (2) Business Days before the last day of the Interest Period selected below (see LIBOR Rate definition). c. "BASE RATE" shall mean the highest prime rate published in The Wall Street Journal in its table entitled "Money Rates" or such similar publication, quoting service or commonly available source used by the Bank for determining prime rate ("Prime"). d. "BUSINESS DAY" shall mean any day of the year on which banking institutions in New York, New York are not authorized or required by law or other governmental action to close and, in connection with the LIBOR Rate, on which dealings are carried on in the London interbank market. e. "CONTINUATION DATE" shall mean the last day of each Interest Period. f. "CREDIT AGREEMENT" shall mean the Credit Agreement of even date herewith by and between the Bank and the Borrower, as the same may be amended, modified and extended from time to time. g. "INTEREST PERIOD" shall mean, as to the LIBOR Rate, the period commencing on the date of this Note or Continuation Date (as the case may be) and ending on, with respect thereto, the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) of the calendar month that is one (1), two (2) or three (3) months thereafter (as selected by Borrower below); provided, however, that if an Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day. Notwithstanding anything to the contrary, the Borrower may not select an Interest Period which would end after the Maturity Date. h. "INTEREST RATE" shall mean, the Base Rate or the applicable LIBOR Rate. i. "LIBOR" shall mean the rate obtained by dividing (i) the one, two or three month interest period London Interbank Offered Rate (as selected by Borrower), fixed by the British Bankers Association for United States dollar deposits in the London Interbank Eurodollar Market at approximately 11:00 a.m. London, England time (or as soon thereafter as practicable) as determined by the Bank from any broker, quoting service or commonly available source utilized by the Bank by (ii) a percentage equal to 100% minus the stated maximum rate of all reserves required to be maintained against "Eurocurrency Liabilities" as specified in Regulation D (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Rate loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States' office of a bank to United States residents) on such date to any member bank of the Federal Reserve System. j. "LIBOR BORROWING" shall mean each amount of the unpaid principal balance of Advance which is designated by the Borrower in accordance with the terms of this Note to accrue interest at the LIBOR Rate for a separately designated Interest Period. k. "LIBOR RATE" shall mean two (2) percentage points above LIBOR with an Interest Period duration of one month, two months or three months, as the same has been selected by the Borrower. l. "MATURITY DATE" is the Payment Due Day in August, 2005, provided, however, that the same may be extended in a writing between the Bank and the Borrower. m. "PAYMENT DUE DAY" shall mean the same day of the calendar month as the date of this Note (or if there is no numerically corresponding day in a month, on the last day of such month); provided, however, if that day is not a Business Day, the Payment Due Day shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Payment Due Day shall end on the immediately preceding Business Day. n. "PRIME BORROWING" shall mean each amount of the unpaid principal balance of Advance which is designated by the Borrower in accordance with the terms of this Note to accrue interest at the Base Rate. o. "PRINCIPAL AMOUNT" shall mean Seven Million Five Hundred Thousand Dollars ($7,500,000.00). 2. PAYMENT OF PRINCIPAL, INTEREST AND EXPENSES. a. PROMISE TO PAY. For value received and intending to be legally bound, Borrower promises to pay to the order of the Bank on the dates set forth below, the Principal Amount, plus interest as agreed below and all fees and costs (including without limitation attorneys' fees and disbursements whether for internal or outside counsel) the Bank incurs in order to collect any amount due under this Note, to negotiate or document a workout or restructuring, or to preserve its rights or realize upon any guaranty or other security for the payment of this Note ("Expenses"). 1 b. BORROWING PROCEDURE; REPAYMENT; INTEREST. i. Procedure. The Borrower shall request drawings on this Note ("Advances") by delivering to the Bank an irrevocable notice (which notice must be received by the Bank prior to 12:00 p.m. Baltimore, Maryland time: (A) two (2) Business Days prior to the requested borrowing date, if all or any part of the requested Advances are to be initially Libor Borrowings; or (B) on the requested borrowing date if all of the requested Advances are to be initially Prime Borrowings) specifying: (I) the amount to be borrowed, which amount shall be no less than One Hundred Thousand Dollars ($100,000.00) and in increments of One Hundred Thousand Dollars ($100,000.00), (II) the requested borrowing date, (III) whether the borrowing is to be a Libor Borrowing, a Prime Borrowing, or a combination thereof, (IV) if the borrowing is to be entirely or partly a Libor Borrowing, and (V) that there has been no material adverse change in the financial condition of the Borrower since the last request, the information required to be specified in the election described in subsection (iii)(A)(III) below. The above described notice may be delivered to the Bank via facsimile with telephone confirmation. Such borrowing will be made available to the Borrower on or prior to 1:00 p.m. Baltimore, Maryland time by the Bank crediting the Borrower's account number 131771 at the Bank. ii. Repayment.The Borrower shall pay the entire outstanding Principal Amount on the Maturity Date. In addition, until the outstanding Principal Amount is paid in full, Borrower shall pay all accrued and unpaid interest, in amounts which may vary, as follows: (A) if the LIBOR Rate is the Applicable Rate, on the last day of each Interest Period, (B) if the Base Rate is the Applicable Rate, on the Payment Due Date for each month, and (C) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Notwithstanding the foregoing, however, the Bank may agree to extend the term of this Note by setting forth such extension in a writing by and between the Bank and the Borrower. iii. Interest Terms Applicable To Advances. Interest shall accrue upon the unpaid principal balances of each Advance until said Advance has been repaid in full at the rate or rates described below in this subsection iii. A. LIBOR Rate Option. Subject to the terms below, interest may accrue at the election of the Borrower for Interest Periods selected by the Borrower, at the Libor Rate on Advances. Any Libor Borrowing or election for a Libor Borrowing pursuant to these provisions shall be subject to the following terms and conditions: I. Payments. For each of the Libor Borrowings, accrued interest shall be paid to the Bank in arrears on the last day of each applicable Interest Period. II. Notice Of Election. By 10:00 a.m. Baltimore, Maryland time on that Business Day which occurs two (2) Business Days prior to the Business Day on which the Borrower desires that an Interest Period commence (including the conversion of a Prime Borrowing to a LIBOR Borrowing), the Borrower shall deliver a written election to the Bank specifying the commencement date of and length of the relevant Interest Period, as well as the amount of such LIBOR Borrowing. III. Effect Of Election. Interest shall accrue from and including the first day of each Interest Period selected by the Borrower to (but not including) the last day of such Interest Period at the Libor Rate determined as applicable to such Interest Period upon the amount of the Advances identified by the Borrower in the Borrower's written election. (1) Availability. If the Bank determines at any time that a regulatory change or a change in market conditions has made it impractical for the Bank to offer pricing based on the Libor Rate, the Bank may give notice of such determination to the Borrower, and all Advances which are then accruing interest at a Libor Rate shall, on the last day(s) of the then applicable current Interest Period(s) automatically and without further notice, begin to accrue interest at the Base Rate. Until such time as the Bank determines that a regulatory change or a change in market conditions has again made it practical for the Bank to offer pricing at the Libor Rate, the Bank will not be obligated to further offer pricing based upon the Libor Rate, and any notice from the Borrower requesting such a rate option will be ineffective. (2) Breakage Costs. Subject to and including the provisions set forth below, the Borrower agrees to compensate the Bank from time to time, upon demand from the Bank, for all losses, expenses, lost earnings, costs and liabilities (including, without limitation, all interest paid to lenders of funds borrowed by the Bank to carry Libor Borrowings) which the Bank sustains if any failure by the Borrower to borrow a Libor Borrowing or convert a Prime Borrowing to a Libor Borrowing on the date for such borrowing or conversion specified in the relevant notice of election given by the Borrower to the Bank in accordance with the terms of this Note. (3) (3) Termination Of Right To Elect LIBOR Borrowings. Notwithstanding anything to the contrary set forth in this Note, and without limiting any other rights and remedies of the Bank, the Bank during any continuing Event of Default (defined below) may suspend the right of the Borrower to convert any Prime Borrowing into a Libor Borrowing or to permit any Libor Borrowing to be renewed as a Libor Borrowing, in which case all Advances shall be converted (on the last days of the respective Interest Periods therefor) or continued, as the case may be, as Prime Borrowings. B. Prime Rate. Except as otherwise provided by the terms of this Note, each Advance shall bear interest the fluctuating rate equal to the Base Rate. Absent a timely election by the Borrower in accordance with Section 2(b)(iii)(a) above, the unpaid balances of any Advances, including any balances of any Libor Borrowings for which the applicable Interest Period has expired, automatically shall be deemed to bear interest at the Base Rate. Changes in the interest rate shall be made when and as changes in Prime occur. For each Prime Borrowing, all accrued and unpaid interest shall be payable monthly in arrears on each consecutive Payment Due Date. 2 c. INTEREST. Interest shall be calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366) at the Applicable Rate that is chosen by the Borrower at the time of such Advance. d. MAXIMUM LEGAL RATE. It is the intent of the Bank and Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Bank, shall be refunded to Borrower. e. DEFAULT RATE. If an Event of Default (defined below) occurs, the interest rate on the unpaid Principal Amount shall immediately be automatically increased to two (2) percentage points per year above the higher of the LIBOR Rate or the Base Rate, and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such default rate. f. PAYMENT TYPE; LATE CHARGE. Payments shall be made in immediately available United States funds at any banking office of the Bank. Interest will continue to accrue until payment is actually received. If payment is not received within five days of its due date, Borrower shall pay a late charge equal to the greatest of (a) $50.00, (b) 5% of the delinquent amount or (c) the Bank's then current late charge as announced from time to time. Payments may be applied in any order in the sole discretion of the Bank but, prior to default, shall be applied first to past due interest, Expenses, late charges and principal, then to current interest, Expenses, late charges and principal, and last to remaining principal. g. PREPAYMENT. i. Subject to the following, during the term of this Note, Borrower shall have the option of paying the Principal Amount to the Bank in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Bank at least three (3) business days prior to making such payment. If (i) Borrower prepays, in whole or in part, any Principal Amount when the Applicable Rate is the LIBOR Rate before the end of the Interest Period, (ii) there occurs an Event of Default or the Applicable Rate is converted from the LIBOR Rate to the Base Rate before the end of an Interest Period pursuant to Section 3, then Borrower shall be liable for and shall pay the Bank, on demand, the higher of $250.00 or the actual amount of the liabilities, expenses, costs or funding losses that are a direct or indirect result of such prepayment (based on the entire Principal Amount pre-paid), failure to draw, early termination of the Interest Period, revocation, bankruptcy or otherwise. The determination by the Bank of the foregoing amount shall, in the absence of manifest error, be conclusive and binding upon Borrower. ii. Upon making any prepayment of the Principal Amount in whole, Borrower shall pay to the Bank all interest and Expenses owing pursuant to the Note and remaining unpaid. Each partial prepayment of the Principal Amount shall be applied in inverse order of maturity to the principal included in the installments provided herein. iii. In the event the Maturity Date is accelerated following an Event of Default by Borrower, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Bank shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Section 2(g). 3. CONTINUATIONS AND CONVERSIONS. Unless the Bank shall otherwise consent in writing, if (i) Borrower has failed to pay when due, in whole or in part, the indebtedness under the Note (whether upon maturity, acceleration or otherwise), or (ii) there exists a condition or event which with the passage of time, the giving of notice or both shall constitute an Event of Default, the Bank, in its sole discretion, may (i) permit the LIBOR Rate to continue until the last day of the applicable Interest Period at which time such the Applicable Rate shall automatically be converted to the Base Rate or (ii) convert the LIBOR Rate to the Base Rate before the end of the applicable Interest Period. Notwithstanding the foregoing, upon the occurrence of an Event of Default in Section 8(vi) of the Credit Agreement, the Applicable Rate shall be automatically converted to the Base Rate without further action by the Bank and Borrower shall have no right to have the Applicable Rate converted from the Base Rate to the LIBOR Rate. Nothing herein shall be construed to be a waiver by the Bank to have the Principal Amount accrue interest at the Default Rate or the right of the Bank to the amounts set forth in Section 2(g) of this Note. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Borrower represents, warrants and acknowledges to, and agrees and covenants with, the Bank that now and until this Note is paid in full: a. BUSINESS PURPOSE. This Note evidences a commercial loan and an extension of credit for a commercial purpose within the meaning of Md. Code, Commercial Law Art., and the loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose. b. GOOD STANDING AUTHORITY. Borrower is an entity or sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future. c. LEGALITY. The execution, issuance, delivery to the Bank and performance by Borrower of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator or (B) violate Borrower's certificate of incorporation or other governing instrument, constitute a default under any agreement binding on Borrower, or result in a lien or encumbrance on any assets of Borrower; and (iii) have been duly authorized by all necessary corporate or partnership action. 3 d. NOTICE OF CHANGE OF ADDRESS AND OF DEFAULT. Borrower will immediately notify the Bank in writing (i) of any change in its address or of the location of any collateral securing this Note, (ii) of the occurrence of any Event of Default defined below, (iii) of any material change in Borrower's ownership or management and (iv) of any material adverse change in Borrower's ability to repay this Note. e. NO TRANSFER OF ASSETS. Until this Note is paid in full, Borrower shall not without the prior written consent of the Bank sell or otherwise dispose of substantially all of its assets or agree to sell or otherwise dispose of substantially all of its assets. 5. EVENTS OF DEFAULT; ACCELERATION. The following constitute an event of default ("Event of Default"): (i) failure by Borrower to comply with any term, covenant or condition contained in this Note; or (ii) any Event of Default under the Credit Agreement. 6. RIGHT OF SETOFF. The Bank shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Bank or any Affiliate or otherwise owing by the Bank or any Affiliate in any capacity to Borrower or any guarantor or endorser of this Note. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so. 7. INABILITY TO DETERMINE LIBOR RATES, INCREASED COSTS, ILLEGALITY. a. INCREASED COSTS. If the Bank shall determine that, due to either (a) the introduction of any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR) in or in the interpretation of any requirement of law or (b) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Bank of agreeing to make or making, funding or maintaining any loans based on LIBOR, then Borrower shall be liable for, and shall from time to time, upon demand therefor by the Bank and pay to the Bank such additional amounts as are sufficient to compensate the Bank for such increased costs. b. INABILITY TO DETERMINE RATES. If the Bank shall determine that for any reason adequate and reasonable means do not exist for ascertaining LIBOR for the Interest Period specified above, the Bank will give notice of such determination to Borrower. Thereafter, the Bank may not maintain the loan hereunder at the LIBOR Rate until the Bank revokes such notice in writing and, until such revocation, the Bank may convert the Applicable Rate from the LIBOR Rate to the Base Rate. c. ILLEGALITY. If the Bank shall determine that the introduction of any law (statutory or common), treaty, rule, regulation, guideline or determination of an arbitrator or of a governmental authority or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other governmental authority has asserted that it is unlawful for the Bank to make loans at based on LIBOR then, on notice thereof by the Bank to Borrower, the Bank may suspend the maintaining of the loan hereunder at the LIBOR Rate until the Bank shall have notified Borrower that the circumstances giving rise to such determination shall no longer exist. If the Bank shall determine that it is unlawful to maintain the loan hereunder based on LIBOR, the Bank may convert the Applicable Rate from the LIBOR Rate to the Base Rate. 8. MISCELLANEOUS. This Note, together with any related loan and security agreements and guaranties, contains the entire agreement between the Bank and Borrower with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Bank. All rights and remedies of the Bank under applicable law and this Note or amendment of any provision of this Note are cumulative and not exclusive. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude the subsequent exercise by the Bank at any time of any right or remedy of the Bank without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Bank. No course of dealing or other conduct, no oral agreement or representation made by the Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank. No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Bank's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Borrower hereby waives protest, presentment and notice of any kind in connection with this Note. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. 9. NOTICES. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Bank. 10. GOVERNING LAW; JURISDICTION. This Note has been delivered to and accepted by the Bank and will be deemed to be made in the State of Maryland. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the State of Maryland excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF MARYLAND WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. 11. WAIVER OF JURY TRIAL. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW 4 OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 12. POWER TO CONFESS JUDGMENT. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. THE PROVISIONS OF THIS SECTION DO NOT APPLY TO ANY LOAN EVIDENCED BY THIS NOTE THAT IS WITHIN THE SCOPE OF THE SECTION ENTITLED "SPECIAL PROVISIONS - LOANS OF $75,000 OR LESS" AND MADE TO AN INDIVIDUAL OR SOLE PROPRIETOR BORROWER. PREAUTHORIZED TRANSFERS FROM DEPOSIT ACCOUNT. If a deposit account number is provided in the following blank Borrower hereby authorizes the Bank to debit Borrower's deposit account #131771 with the Bank automatically for any amount which becomes due under this Note. [SIGNATURE ON FOLLOWING PAGE] 5 ACKNOWLEDGMENT. Borrower acknowledges that it has read and understands all the provisions of this Note, including the CONFESSION OF JUDGMENT, GOVERNING LAW, JURISDICTION and WAIVER OF JURY TRIAL, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a SEALED INSTRUMENT the day and year first above written. TAX ID/SS # 65-0978462 ABLEST INC. ------------------------------------ /s/ Todd Graham (L.S.) /s/ W. David Foster (L.S.) - -------------------------- ---------------------------------------- Signature of Witness W. David Foster, Chief Executive Officer Todd Graham - --------------------------- Typed Name of Witness ACKNOWLEDGMENT STATE OF GEORGIA ) : SS. COUNTY OF GWINNETT ) On the 13 day of August, in the year 2003, before me, the undersigned, a Notary Public in and for said State, personally appeared W. David Foster, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. /s/ Barbara Obermeyer ------------------------------------ Notary Public - -------------------------------------------------------------------------------- FOR BANK USE ONLY Authorization Confirmed: -------------------------------------------------------- Product Code: 22660 Disbursement of Funds: Credit A/C # Off Ck # Payoff Obligation # ---------- ---------- ---------- $ $ $ ---------- ---------- ---------- 6 EX-31.1 4 g85406exv31w1.txt EX-31.1 SECTION 302 CEO CERTIFICATION EXHIBIT 31.1 CERTIFICATION I, W. David Foster, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ablest Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 24, 2003 /s/ W. David Foster ---------------------------- W. David Foster Chief Executive Officer EX-31.2 5 g85406exv31w2.txt EX-31.2 SECTION 302 CFO CERTIFICATION EXHIBIT 31.2 CERTIFICATION I, Vincent J. Lombardo, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ablest Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 24, 2003 /s/ Vincent J. Lombardo ---------------------------------------- Vincent J. Lombardo Vice President, Chief Financial Officer, Secretary and Treasurer EX-32.1 6 g85406exv32w1.txt EX-32.1 SECTION 906 CEO CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, W. David Foster, Chief Executive Officer of Ablest Inc. (the "Company"), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Quarterly Report on Form 10-Q of the Company for the period ended September 28, 2003 (the "Report"), which this certification accompanies, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ W. David Foster ------------------------- W. David Foster Chief Executive Officer October 24, 2003 EX-32.2 7 g85406exv32w2.txt EX-32.2 SECTION 906 CFO CERTIFICATION EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Vincent J. Lombardo, Vice President and Chief Financial Officer of Ablest Inc. (the "Company"), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Quarterly Report on Form 10-Q of the Company for the period ended September 28, 2003 (the "Report"), which this certification accompanies, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Vincent J. Lombardo ---------------------------------------- Vincent J. Lombardo, Vice President, Chief Financial Officer, Treasurer and Secretary October 24, 2003 -----END PRIVACY-ENHANCED MESSAGE-----


	ABLEST INC

	By:	/s/ Vincent J. Lombardo

		Vincent J. Lombardo Vice President, Chief Financial Officer, Treasurer, and Secretary

Date: October 24, 2003

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x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2003

		or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO


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


PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		Condensed Balance Sheets
		Condensed Statements of Operations
		Condensed Statements of Cash Flows
		Notes to Condensed Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE
Exhibit Index
Ex-10 August 13, 2003 Promissory Note
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