July 25, 2006
VIA EDGAR AND FACSIMILE
(202) 772-9205
Larry Spirgel, Assistant Director
United States
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Mail Stop 3720
Washington, D.C. 20549
Re: Ablest Inc.
Form 10-K for the Fiscal Year Ended December 25, 2005
Form 10-Q for Fiscal Quarter Ended April 2, 2006
File No. 1-10893
Dear Mr. Spirgel:
On behalf of Ablest Inc. (the "Company"), the following are the Company's
responses to the Commission's letter of July 14, 2006, containing the
Commission's comments regarding the Company's annual report on Form 10-K for its
fiscal year ended December 25, 2005 filed by the Company on March 10, 2006 and
the Form 10-Q for its fiscal quarter ended April 2, 2006 filed by the Company on
May 17, 2006.
STATEMENTS OF STOCKHOLDERS' EQUITY, PAGE 23
1. In future filings, please present a statements of changes in
stockholders' equity for each period for which an income statement is
required, as discussed in Rule 3-04 of Regulation S-X. In this regard,
we note that you have not presented the statement of stockholders'
equity for the year ended December 28, 2003.
RESPONSE: The Company duly notes and acknowledges this comment.
We hereby undertake to include in our future filings with the Securities and
Exchange Commission the presentation of the statement of stockholders' equity
for each period that an income statement is required.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, PAGE 26
RECENT ACCOUNTING PRONOUNCEMENTS, PAGE 29
2. We note that you accelerated the vesting of all unvested stock options
as of November 3, 2005. Tell us whether you reflected this accelerated
vesting in your pro forma disclosures on page 29. Refer to SAB Topic
14:K.
RESPONSE: The Company duly notes and acknowledges this comment.
We inform the Staff that the accelerated vesting was reflected in our pro forma
disclosures and we will include a comment on accelerated vesting of our stock
options in future disclosures.
ITEM 9A. CONTROLS AND PROCEDURES, PAGE 39
3. We note that your disclosure that "[b]ased 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..." (emphasis added). Item 307 of Regulation S-K requires
that you disclose the conclusion of your certifying officers regarding
the effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report, based upon the evaluation of
these controls and procedures. Please confirm, if true, that your
Chief Executive Officer and Chief Financial Officer conducted their
evaluations as of December 25, 2005 and revise your disclosure in
future filings.
RESPONSE: The Company duly notes and acknowledges this comment.
We confirm that the Chief Executive Officer and Chief Financial Officer
conducted their evaluations as of December 25, 2005. We hereby undertake to
disclose in our future filings with the Securities and Exchange Commission these
conclusions regarding the effectiveness of our disclosure controls and
procedures as of the end of the period covered by the report, based upon the
evaluation of these controls and procedures.
4. We note your disclosure that "[s]ubsequent to the date of there
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." (emphasis added). Item 308(c) of Regulation S-K
required the disclosure of any change in your internal control over
financial reporting identified in connection with an evaluation
thereof that occurred during your last fiscal quarter (or your fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your internal
control over financial reporting. Please confirm for us that there was
no change in your internal control over financial reporting that
occurred during your fourth fiscal quarter in 2005 and the quarter
ended April 2, 2006 that has materially affected, or is reasonably
likely to materially affect, your internal control over financial
reporting, and provide the disclosure required by Item 308(c) of
Regulation S-K in future filings.
RESPONSE: The Company duly notes and acknowledges this comment.
We confirm that there was no change in our internal control over financial
reporting that occurred during our fourth fiscal quarter in 2005 and the quarter
ended April 2, 2006 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. We hereby
undertake to disclose in our future filings with the Securities and Exchange
Commission these conclusions regarding changes in our internal control over
financial reporting that occurred during the last fiscal quarter that have
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Please do not hesitate to contact the undersigned at (813) 830-7708 if you
have any questions or comments regarding the foregoing response.
Respectfully,
Ablest Inc.
By: /s/ John Horan
---------------------------------
John Horan
Its: Vice President and Chief
Financial Officer