SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the fiscal year ended April 30, 2004

Commission file number 0-10146

ABRAMS INDUSTRIES, INC.

Registrant’s telephone number, including area code: (770) 953-0304

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $1.00 Par Value Per Share
(Title of Class)

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 ü    NO    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ü

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act 12b-2).

YES        NO ü

The aggregate market value of Common Stock held by nonaffiliates of the registrant as of October 31, 2003 was $5,575,967. See Part III for a definition of nonaffiliates. The number of shares of Common Stock of the registrant outstanding as of April 30, 2004, was 3,180,340.

DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III (Items 10, 11, 13 and 14) is incorporated herein by reference to the registrant’s definitive proxy statement for the 2004 Annual Meeting of Shareholders which is to be filed pursuant to Regulation 14A.

Table of Contents

PART I

ITEM 1 BUSINESS

Abrams Industries, Inc. (i) provides energy engineering services and develops, implements and supports maintenance and service request solutions for facilities; (ii) implements energy saving lighting programs and provides other energy services, including facility-related improvements that reduce energy and operating costs; and (iii) engages in real estate investment and development.

     As used herein, the term “Company” refers to Abrams Industries, Inc. and its subsidiaries and predecessors, unless the context indicates otherwise, and the term “Parent” or “Parent Company” refers solely to Abrams Industries, Inc.

     The Company historically provided commercial construction and general contracting services. Construction revenues in fiscal 2004 continued to decrease significantly from prior years due to the Company’s decision to reduce revenue volume rather than contract at prices that offered the Company unacceptable levels of potential profit relative to the inherent risks. During fiscal 2004, the Company continued to see an ongoing lack of attractive project opportunities, in a competitive marketplace, that would meet its risk/reward requirements. Accordingly, the Company has elected to discontinue its operations as a multi-purpose general contractor.

     The Company’s strategy is to continue to add new service offerings that are expected to generate lower gross revenues, but at higher profit margins, than general contracting. The Company is pursuing this strategy partially through selective acquisitions. In December 2003, the Company acquired the business and assets of The Wheatstone Energy Group, Inc., a provider of energy efficient lighting system installation services and other energy-related services. In April 2004, the Company expanded its capabilities through the purchase of the business and assets of iTendant, Inc., (“iTendant”). The iTendant software platform is a comprehensive Web and wireless maintenance and service request solution that connects property owners, managers, engineers, building occupants and service providers in order to improve communication and increase visibility into building operations. In May 2004, the Company further expanded its energy engineering and design capabilities through the purchase of the business and assets of Building Performance Engineers, Inc. (“BPE”). BPE specializes in the optimization of building performance through energy analyses, simulation and modeling, on-site investigative engineering, building and engineering systems design, and qualification of buildings for LEED™ (Leadership in Energy and Environmental Design) certification. These transactions have expanded the Company’s portfolio of offerings designed to improve facility operating performance and lower building operating costs, while improving the level of service and comfort for building occupants.

     The Company was organized under Delaware law in 1960 to succeed to the business of A. R. Abrams, Inc., which was founded in 1925 by Alfred R. Abrams as a sole proprietorship. In 1984, the Company changed its state of incorporation from Delaware to Georgia.

     Further information on the businesses of the Company’s operating segments is discussed below. Financial information for the segments is set forth in Note 13 to the consolidated financial statements of the Company.

     ENERGY AND FACILITIES SOLUTIONS SEGMENT

In May 2001, the Company acquired the business and assets of Servidyne Systems, Inc., establishing the Company’s Energy and Facilities Solutions Segment. Servidyne Systems, LLC (“Servidyne”), a wholly-owned subsidiary of the Company, provides energy engineering services and maintenance and service request solutions that assist its customers in optimizing facility performance and reducing the costs of owning and operating buildings, by lowering energy consumption, increasing work efficiency, and improving occupant satisfaction. Servidyne acquired the business and assets of iTendant and BPE in April 2004 and May 2004, respectively. These acquisitions have expanded Servidyne’s capabilities in engineering and in developing, implementing, and supporting maintenance and service request solutions. Servidyne’s engineering services include energy audits; engineering design services; energy monitoring and analyses; LEED™ certification; building commissioning; energy modeling; mechanical, electrical and plumbing surveys; and Energy Star® qualification. Servidyne also assists customers in managing facility equipment maintenance for the highest efficiency and useful equipment life, and in managing service requests to improve building occupant satisfaction while maximizing labor productivity, by implementing and supporting its proprietary computerized maintenance and service request systems, and by providing consulting services.

     Servidyne’s customers are building owners and operators and energy services companies in the commercial office, hospitality, retail, institutional, government, healthcare, residential and industrial sectors. The primary focus for the business is the continental United States, although the Company does business internationally as well. Contracts for energy engineering services and maintenance and service request solutions are primarily obtained through negotiations, but may also be obtained through competitive bids on larger proposals.

     ENERGY SERVICES SEGMENT

In December 2003, the Company acquired the business and assets of The Wheatstone Energy Group, Inc., establishing the Company’s Energy Services Segment. The Wheatstone Energy Group, LLC (“Wheatstone”), a wholly owned subsidiary of the Company, provides turnkey implementation of energy saving lighting programs and other energy-related services that reduce energy consumption and operating costs to commercial, industrial and institutional facilities. As a vendor-neutral company, Wheatstone takes an unbiased approach to evaluating and implementing energy saving systems and developing recommendations of cost-saving strategies.

     Wheatstone focuses its marketing and sales activities on national accounts, energy services companies, facility owners and owners’ agents throughout the United States. Services are mainly obtained through negotiations, but may also be obtained through competitive bids for large contracts.

     REAL ESTATE SEGMENT

Abrams Properties, Inc. (“Abrams Properties”), a wholly owned subsidiary of the Company, has engaged in real estate activities since 1960. These activities primarily involve the acquisition, development, redevelopment, leasing, asset management, ownership, and sale of shopping centers and office buildings in the Southeast and Midwest. Abrams Properties uses third-party property managers and leasing agents for all of its multi-tenant properties.

     Abrams Properties currently owns five shopping centers, three that it developed and two that it acquired. The centers are held as long-term investments or will be marketed for sale, as management determines is appropriate. See “ITEM 2. PROPERTIES – Owned Shopping Centers.”

n  ABRAMS 2004 4

In March 2004, Abrams Properties sold its Company-developed shopping center located in North Fort Myers, Florida. See Note 3 to the consolidated financial statements of the Company. Abrams Properties is also currently lessee and sublessor of six Company-developed shopping centers that were sold by and leased back to Abrams Properties, and then subleased to Kmart Corporation. See “ITEM 2. PROPERTIES – Leaseback Shopping Centers.” During fiscal 2004, Abrams Properties terminated its leasehold interest in one such property. The Company owns three office properties, including a professional medical office building located in Douglasville, Georgia, which the Company acquired in April 2004. See “ITEM 2. PROPERTIES – Office Buildings.” The Company also owns, through its wholly owned subsidiary, AFC Real Estate, Inc., a vacant former manufacturing facility located in Atlanta, Georgia.

     CONSTRUCTION SEGMENT

The Company has elected to discontinue the operations of Abrams Construction, Inc. (“Abrams Construction”), a wholly owned subsidiary, as a multi-purpose general contractor, as is discussed elsewhere. Abrams Construction’s activities included building, expanding, remodeling and renovating retail stores, shopping centers, banks, office buildings, and distribution and manufacturing facilities. Although Abrams Construction historically worked throughout much of the United States, it concentrated its activities principally in the southern and mid-western states.

     EMPLOYEES AND EMPLOYEE RELATIONS

At April 30, 2004, the Company employed 83 salaried employees and 8 hourly employees. The Company believes that its relations with its employees are good.

     SEASONAL NATURE OF BUSINESS

The businesses of the Energy and Facilities Solutions, Energy Services, and Real Estate Segments generally are not seasonal. However, certain retail customers of the Energy Services Segment choose to delay lighting installation during the winter holiday season. The business of the Construction Segment historically was somewhat seasonal, affected by weather conditions and its retail customers’ store opening schedules.

     COMPETITION

The industries in which the Company operates are highly competitive. The Energy and Facilities Solutions Segment’s competition is widespread and ranges from multi-national firms to local small businesses. Competition in the Energy Services Segment consists primarily of local and regional companies. The Real Estate Segment also operates in a competitive environment, with numerous parties competing for available financing, properties, tenants and investors. In the Construction Segment, the Company competed with a large number of national and local construction companies, many of which had proprietary customer relationships or greater financial resources than the Company.

     PRINCIPAL CUSTOMERS

In fiscal 2004, the Company derived approximately 38% ($14,706,748) of its consolidated revenues from continuing operations from direct transactions with The Home Depot, Inc. These revenues resulted principally from construction activities, which are being discontinued as is discussed elsewhere. See Note 13 to the consolidated financial statements of the Company. No other single customer accounted for 10% or more of the Company’s consolidated revenues during the year.

     BACKLOG

The following table indicates the backlog of contracts and expected rentals for the next twelve months by industry segment:

The Company estimates that most of the backlog at April 30, 2004, will be completed prior to April 30, 2005. No assurance can be given as to future backlog levels or whether the Company will realize earnings from revenues resulting from the backlog at April 30, 2004.

     REGULATION

The Company is subject to the authority of various federal, state and local regulatory agencies including, among others, the Occupational Health and Safety Administration and the Environmental Protection Agency. The Company is also subject to local zoning regulations and building codes. Management believes that it is in substantial compliance with all such governmental regulations, except for the Construction Segment to the extent set forth under “ITEM 3. LEGAL PROCEEDINGS” regarding past conduct that may have contravened antitrust laws. Management believes that compliance with federal, state and local provisions, which have been enacted or adopted for regulating the discharge of materials into the environment, does not have a material adverse effect upon the capital expenditures, earnings, or competitive position of the Company.

n  ABRAMS 2004 5

     EXECUTIVE OFFICERS OF THE REGISTRANT

The Executive Officers of the Company as of June 30, 2004, were as follows:

Co-Chairman of the Board since 1998 and a Director of the Company since 1992, he has been Chief Executive Officer since 1999 and President since 2000. From 1998 to 1999, he was President and Chief Operating Officer. He also served as President and Chief Executive Officer of Servidyne Systems, LLC from May 2002 to July 2003.

Chief Financial Officer since 2003. Prior to joining the Company, he was employed by Paragon Trade Brands (a manufacturing company), serving as Vice President of Finance & Corporate Controller from October 2000 to October 2002. He also was employed by Mead Corporation (a paper packaging company), serving as Director of Finance from April 1997 to October 2000.

A Director of the Company since 1999, she has been Secretary since 2000 and Vice President since May 2004, and was Chief Financial Officer from 1997 to 2003. She also has served Abrams Properties, Inc. as Chief Executive Officer since 2003, President since 2001, Chief Financial Officer from 1998 to 2000, and Vice President from 1993 to 2000.

Co-Chairman of the Board since 1998 and a Director of the Company since 1992, he has been Vice President-Business Development since 2000. He served as President and Chief Operating Officer from 1999 to 2000. From 1997 to 1999, he was Executive Vice President.

Vice President since 2001, she also has served as Interim President of Servidyne Systems, LLC since July 2003. Prior to joining the Company, she was employed by iXL, Inc. (an interactive design company), serving as Senior Manager from May 2000 to September 2001. She also was employed by Wachovia Securities (an investment bank) from 1992 to May 2000, most recently serving as Senior Vice-President.

Executive Officers of the Company are elected by the Board of Directors of the Company or the Board of the respective subsidiary to serve at the pleasure of the Board. Alan R. Abrams and J. Andrew Abrams are brothers, and are the sons of Edward M. Abrams, the Company’s Chairman Emeritus, who retired as a member of the Board of Directors in 2003. David L. Abrams, a member of the Board of Directors, is first cousin to Alan R. Abrams and J. Andrew Abrams, and nephew to Edward M. Abrams. There are no other family relationships between any Executive Officers or Directors of the Company.

n ABRAMS 2004 6

ITEM 2 PROPERTIES

The Company, through its Real Estate Segment, owns its corporate headquarters building, which contains approximately 65,880 square feet of office space. The building is located in the North x Northwest Office Park, 1945 The Exchange, in suburban Atlanta, Georgia. The Parent Company and all the operating segments have their main offices located in this building. In addition to the 25,928 square feet of offices leased by Abrams entities, another 33,500 square feet is leased to unrelated tenants, and 6,452 square feet is currently available for lease.

     The Company also owns a vacant former metal manufacturing facility located in Atlanta, Georgia.

     In December 2003, as part of the Energy Services Segment’s acquisition of the business and assets of The Wheatstone Energy Group, Inc., the Company assumed two leases for a total of 10,000 square feet of office and warehouse space located at 1231 Collier Road in Atlanta, Georgia, which leases expired in June 2004. The Energy Services Segment relocated its main offices to the corporate headquarters building in June 2004 upon expiration of one of the leases, but retained the other 5,000 square feet of space under an amended lease for use as a warehouse, extending the lease to March 2007.

The Company owns, or has an interest in, the following properties:

     OWNED SHOPPING CENTERS

As of April 30, 2004, the Company’s Real Estate Segment owned three shopping centers that it developed and two that it acquired. The following chart provides relevant information relating to the owned shopping centers:

     The Company’s former shopping center located in North Fort Myers, Florida, was sold at a gain in March 2004. This property is not included above.

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     The two centers located in Morton, Illinois, and Columbus, Georgia, are leased exclusively to Kmart. The Kmart lease in Columbus, Georgia, expires in 2008 and has ten five-year renewal options, and the Kmart lease in Morton, Illinois, expires in 2016 and has eight five-year renewal options. Anchor tenant lease terms for the other owned centers are shown in the following table:

     With the exception of the Kmart lease in Columbus, Georgia, and the Harbor Freight Tools lease in Cincinnati, Ohio, all of the anchor tenant and many of the small shop leases provide for contingent rentals if sales generated by the respective tenant in the leased space exceed specified amounts. In some cases, contingent rentals are subject to certain rights of offset for the amounts that the ad valorem taxes exceed specified amounts. In fiscal 2004, the Company recognized $56,656 in contingent rent, net of offsets, from owned shopping centers, which amounts are included in the aggregate rentals set forth above.

     Typically, tenants are responsible for their pro rata share of ad valorem taxes, insurance and common area maintenance costs (subject to the rights of offset against contingent rents mentioned above). Kmart has total maintenance responsibility for the centers in Morton, Illinois, and Columbus, Georgia.

      OWNED OFFICE BUILDINGS

The Company, through its Real Estate Segment, owns three office properties: the corporate headquarters building located at 1945 The Exchange, in suburban Atlanta, Georgia; an office park in suburban Atlanta, Georgia; and a professional medical office building in Douglasville, Georgia. The following chart provides pertinent information relating to the office buildings:

n ABRAMS 2004 8

     EBITDA

Earnings before interest, taxes, depreciation and amortization of loan and lease costs (“EBITDA”) is not a measure of performance defined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management, however, believes that EBITDA is useful to investors and management in evaluating performance, because it is a commonly used financial analysis tool for measuring and comparing individual properties in the area of operating performance. EBITDA should not be considered as a substitute for earnings (loss) before income taxes as an indicator of the Company’s performance, or as an alternative to net cash provided by operating activities as a measure of liquidity, and may not be comparable to similarly titled measures used by other companies. The following table reconciles earnings before income taxes from continuing operations under GAAP to EBITDA presented in the Owned Shopping Center and Owned Office Buildings tables above:

     LEASEBACK SHOPPING CENTERS

The Company, through its Real Estate Segment, has a leasehold interest in six shopping centers that it developed, sold, and leased back under leases expiring from years 2006 to 2014. Each of the centers is entirely subleased by the Company to Kmart Corporation. The Kmart subleases provide for contingent rentals if sales exceed specified amounts, and contain nine five-year renewal options, except Jacksonville, Florida, which has eight five-year renewal options. The Company’s leases with the fee owners contain renewal options coextensive with Kmart’s renewal options.

     Kmart is responsible for insurance and ad valorem taxes, but has the right to offset against contingent rentals for any such taxes paid in excess of specified amounts. In fiscal 2004, the Company recognized $83,773 in contingent rentals, net of offsets, from leaseback shopping centers, which amounts are included in the aggregate annual rentals set forth below. The Company has responsibility for structural and roof maintenance of the buildings. The Company also has responsibility for underground utilities, parking lots and driveways, except for routine upkeep, which is the responsibility of the subtenant, Kmart. The Company’s leases contain exculpatory provisions, which limit the Company’s liability for payments to its interests in the respective leases.

     The following chart provides certain information relating to the leaseback shopping centers:

     REAL ESTATE LEASED OR HELD FOR FUTURE DEVELOPMENT OR SALE

The Company, through its Real Estate Segment, owns or has an interest in the following real estate held for future development or sale:

n ABRAMS 2004 9

     There is no debt on any of the above properties. The Company will either develop the properties described above or will continue to hold them for sale or lease to others.

     For further information on the Company’s properties, see Notes 3, 5, 7 and 8 to the consolidated financial statements, and “SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION.”

ITEM 3 LEGAL PROCEEDINGS

The Company announced on July 7, 2003, that an internal investigation, which was conducted by the Company’s legal counsel at the request of senior management, revealed information suggesting that activities in violation of Federal antitrust laws may have taken place in a certain job bidding process for one customer of the Company’s subsidiary, Abrams Construction, Inc. The results of this investigation were reported to the Board of Directors of the Company on June 9, 2003. The Company also voluntarily communicated the results of its investigation to the United States Department of Justice (“DOJ”). The DOJ, on July 1, 2003, issued a conditional letter of amnesty to the Company and its subsidiaries for their cooperation in recognizing and then immediately reporting the irregularities. The Company believes, based on its internal investigation, that the specific improprieties were confined to a bidding process for The Home Depot, Inc. (“Home Depot”), its largest customer in fiscal 2004. At this time, the Company has no reason to believe that any other customers were affected by such inappropriate activity. The Company also communicated its concerns about the job bidding process to Home Depot. The Company has conducted extensive additional training of all employees and has implemented additional procedures to prevent a recurrence of this behavior.

     Currently, the Company believes that it has satisfied all of the DOJ’s requests for document production in conjunction with its on-going cooperation with the DOJ investigation, and has otherwise complied with the conditions of the letter of amnesty. The remaining estimated costs are not expected to be material. Such cost estimates, however, are particularly difficult to make with any precision. To date, no private party has made, or threatened to make, any claim in connection with this matter. It is possible, however, that claims could be made as a result of this situation, and such claims could be material.

     On September 20, 2002, the Company’s subsidiary, Abrams Properties, Inc. (“API”), filed a claim in the Superior Court of Cobb County, Georgia, against API’s former real estate asset manager, who subsequently made a demand against API for arbitration and filed a counterclaim. The case is currently being arbitrated. The dispute arises out of the former asset management’s provision of real estate services to API. The Company believes API’s claims against its former asset manager and its defenses to the asset manager’s claims are meritorious, and intends to continue to vigorously pursue its claims and assert its defenses.

     The Company believes the ultimate disposition of the above noted legal proceedings and claims or potential claims will not have a material adverse effect on the financial condition, cash flows, or results of operations of the Company; however, the Company cannot predict the ultimate disposition of the above noted claims, potential claims and proceedings, and therefore, the Company cannot be certain that the above noted legal proceedings and claims or potential claims will not have a material adverse effect on the financial condition, cash flows, or results of operations of the Company.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

The common stock of Abrams Industries, Inc. is traded on the NASDAQ National Market System (Symbol: ABRI). The approximate number of holders of common stock was 485 (including shareholders of record and shares held in street name) at June 30, 2004.

n ABRAMS 2004 10

     The information contained under the heading “Equity Compensation Plan” in the Company’s definitive proxy materials for its 2004 Annual Meeting of Shareholders will be filed with the Securities and Exchange Commission under a separate filing, and is hereby incorporated by reference.

     The Company did not repurchase any of the shares of its common stock during its fiscal year ended April 30, 2004.

     On April 16, 2004, an indirect wholly-owned subsidiary of the Company acquired the business and substantially all of the assets and assumed certain liabilities of iTendant, Inc. The consideration included 123,547 newly-issued shares of the Company’s common stock, par value $1.00 per share. See Note 14, “Acquisitions,” to the consolidated financial statements for more information. The issuance of the stock is exempt from registration as private placements pursuant to the Securities Act of 1933 and the rules promulgated there under.

ITEM 6 SELECTED FINANCIAL DATA

The following table sets forth selected financial data for the Company and should be read in conjunction with the consolidated financial statements and the notes thereto:

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ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     INTRODUCTION

As discussed in “ITEM 1. BUSINESS” above, the amount and percentage of the Company’s revenues derived from its Construction Segment, historically the Company’s largest business, have declined dramatically in recent years, and the Company has elected to discontinue its activities as a multi-purpose general contractor, as is discussed elsewhere. The Company has added and is continuing to add new service offerings that are expected to generate lower gross revenues, but at higher profit margins, than did the Construction Segment. The Company is pursuing this strategy partially through selective acquisitions. This trend and strategy is expected to result in higher proportions of the Company’s revenues in the future being attributable to service and product sales. Because service and product sales are generally recognized as the service is performed and when the product is shipped or delivered, the Company expects backlog to become less significant to the Company in the future.

     In “RESULTS OF OPERATIONS” below, changes in revenues, costs and expenses, and selling, general and administrative expenses from period to period are analyzed on a segment and consolidated basis. For net earnings and similar profit information on a consolidated basis, please see “ITEM 6. SELECTED FINANCIAL DATA” above or the Company’s consolidated financial statements.

     RESULTS OF OPERATIONS

REVENUES

Revenues from continuing operations for 2004 were $39,082,120, compared to $71,278,440 and $112,761,140, for 2003 and 2002, respectively. This represents decreases in revenues of 45% in 2004 and 37% in 2003. Revenues included interest income of $12,581, $50,127, and $158,207, for 2004, 2003, and 2002, respectively, and other income of $122,423, $65,172, and $90,418, for 2004, 2003, and 2002, respectively. The figures in Chart A below, however, do not include interest income, other income or intersegment revenues. When more than one segment is involved, revenues are reported by the segment that sells the product or service to an unaffiliated purchaser.

REVENUES FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT

CHART A
(Dollars in Thousands)

NOTES:

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COST AND EXPENSES: APPLICABLE TO REVENUES

As a percentage of total segment revenues (See Chart A), the applicable total segment costs and expenses (See Chart B)of $33,443,421 for 2004, $64,260,964 for 2003, and $104,889,811 for 2002, were 86%, 90%, and 93%, respectively.

COSTS AND EXPENSES:APPLICABLE TO REVENUES FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT

CHART B
(Dollars in Thousands)

NOTES:

n ABRAMS 2004 13

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the fiscal years 2004, 2003, and 2002, selling, general and administrative (“SG&A”) expenses from continuing operations (see Chart C) were $10,203,916, $8,043,576, and $7,536,971, respectively. As a percentage of consolidated revenues from continuing operations, these expenses were 26%, 11%, and 7%, in 2004, 2003, and 2002, respectively. In reviewing Chart C, the reader should recognize that the volume of revenues generally affects these amounts and percentages. The percentages in Chart C are based on expenses as they relate to segment revenues in Chart A, with the exception that parent expenses and total expenses relate to consolidated revenues.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT

CHART C
(Dollars in Thousands)

NOTES:

n ABRAMS 2004 14

     INTEREST COSTS

Most of the interest costs expensed of $2,512,688, $2,377,553, and $2,437,738, in 2004, 2003, and 2002, respectively, is related to debt on real estate. There was no capitalized interest in any of the years presented.

     FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

In 2004, accounts receivables and trade and subcontractors payables decreased by $6,958,019 and $3,239,185, respectively, primarily due to the timing of the payment of invoices for construction work performed and a decrease in construction revenues.

     In 2004, income-producing properties decreased by $13,550,860, primarily due to: (1) the sale of the Company’s shopping center located in North Fort Myers, Florida, in March 2004 (See Note 3 to the consolidated financial statements); and (2) depreciation expense; offset by (3) the acquisition of a professional medical office building located in Douglasville, Georgia (see Note 14 to the consolidated financial statements); and (4) the additions to income-producing properties resulting from the completion of approximately 21,000 square feet of leasable space in the Company’s shopping center located in Jackson, Michigan.

     In 2004, goodwill increased by $3,256,411 and intangibles increased by $1,191,895, primarily due to the acquisition of assets and the assumption of certain liabilities of The Wheatstone Energy Group, Inc. and iTendant, Inc. (See Note 14 to the consolidated financial statements.)

     In 2004, investment held to maturity increased due to a $2,000,000 investment in a long-term securities bond that matures in April 2006, which management intends to hold to maturity.

     In 2004, mortgage notes payable increased by $2,293,461 primarily due to the assumption of the mortgage debt related the professional medical office building. (See Note 14 to the consolidated financial statements.)

     In 2004, other long-term debt decreased by $8,405,122, primarily due to the repayment of the North Fort Myers, Florida, construction loan upon the Company’s sale of the shopping center (see Note 3 to the consolidated financial statements), offset by the assumption of certain liabilities of The Wheatstone Energy Group, Inc. (see Note 14 to the consolidated financial statements).

     LIQUIDITY AND CAPITAL RESOURCES

Except for certain real estate construction loans and occasional short-term operating loans, the Company is usually able to finance its working capital needs through funds generated internally. If adequate funds are not generated through normal operations or the sale of real estate, the Company has available bank lines of credit. See Note 8 to the consolidated financial statements. Working capital was $7,207,333 at April 30, 2004, compared to $7,638,091 at April 30, 2003. Operating activities used cash of $2,059,704, primarily due to losses incurred during fiscal 2004 and a decrease in trade and subcontractors payable, offset by a decrease in accounts receivable. Investing activities used cash of $6,262,513, primarily due to: (1) the acquisition of the business and assets and the assumption of certain liabilities of The Wheatstone Energy Group, Inc. and the acquisition of the business and assets and the assumption of certain liabilities of iTendant, Inc. (see Note 14 to the consolidated financial statements); (2) additions to income-producing properties due to the completion of approximately 21,000 square feet of leasable space in the Company’s shopping center in Jackson, Michigan; (3) the investment of $2,000,000 in a securities bond for cash management purposes; and (4) the acquisition of a professional medical office building located in Douglasville, Georgia. Financing activities used cash of $1,541,684, primarily for scheduled principal payments of mortgage notes and other long-term debt. Discontinued operations provided cash of $11,085,941, from the sale of the Company’s former shopping center located in North Fort Myers, Florida.

     In 1999, in connection with the financing of the purchase of the Company’s owned shopping center in Jacksonville, Florida, the Company obtained a permanent mortgage loan in the amount of $9,500,000, which is secured by the center. Prior to being restructured, as is discussed below, the loan bore interest at 7.375% and was scheduled to be fully amortized over twenty years. The loan was to mature in 2019, but the lender had the right to call the loan at any time after September 1, 2002, upon thirteen months’ notice. If the loan had been called, the Company would have had up to thirteen months to repay the principal amount of the loan without penalty, by selling or refinancing the loan on the shopping center. However, the Company’s liability for repayment was limited to its interest in the center. In conjunction with the loan, an Additional Interest Agreement was executed, which had entitled the lender to be paid additional interest equal to fifty percent of the quarterly net cash flow and fifty percent of the appreciation in the property upon sale or refinance. The liability related to the lender’s fifty percent share of the appreciation in the property was $3,048,264 at April 30, 2004. The mortgage debt and related unamortized loan discount was $1,699,731 and $8,315,124, respectively, at April 30, 2004. On July 8, 2004, the Company restructured the loan on the Company’s owned shopping center in Jacksonville, Florida. The Company paid the lender $1.5 million as payment in full of the Additional Interest Agreement, which was then terminated. The restructured loan is for $7.8 million, bears interest at 6.125%, and matures on July 1, 2029, but may be called after July 1, 2011, with thirteen months’ notice. However, the Company’s liability for repayment is limited to its interest in the center.

     In March 2004, the Company’s Board authorized the repurchase of up to 200,000 shares of the Company Stock in the twelve-month period beginning March 4, 2004, and ending on March 3, 2005. Any such purchases, if made, could be in the open market at prevailing prices or in privately negotiated transactions. The Company did not repurchase any shares in the period between May 1, 2003, and June 30, 2004.

     In conjunction with the refinancing of a mortgage on an income-producing property in July 2002, the Company is required to provide for potential future tenant improvement expenses and lease commissions through additional collateral, in the form of a letter of credit, in the amount of $150,000 for each of the first three loan years, $300,000 during the fourth, fifth, and sixth loan years, and $450,000 during the seventh, eighth, ninth, and tenth loan years. The letter of credit, currently $150,000, is secured by a bank line of credit.

     Effective April 30, 2003, the Company terminated an employment agreement and entered into a new retirement agreement with a former officer and director of the Company. Beginning May 1, 2003, the new agreement required the Company to pay a retirement benefit of approximately $87,000 through August 19, 2003, and requires payments of approximately $100,000 per year thereafter for a term of four years, ending on August 19, 2007. In addition, the

n ABRAMS 2004 15

Company will also continue to provide certain medical insurance benefits through the term of the retirement agreement. The new agreement provides that the retiree’s stock options expire no later than August 19, 2004. The retirement agreement would terminate early in the event of the death of the retiree.

     In December 2003, the Company acquired the business and substantially all of the assets and assumed certain liabilities of The Wheatstone Energy Group, Inc. for a purchase price of approximately $4.8 million. The consideration consisted of 23,842 newly-issued shares of the Company’s common stock with a fair value of $89,645, the payment of approximately $1.3 million to certain trade creditors, and assumed approximately $2.9 million of liabilities. Also in connection with the transaction, the Company issued 110,000 shares of Common Stock with a fair value of $424,380, and a warrant to purchase an additional 40,000 shares at an exercise price of $5.10 per share with a fair value of approximately $36,800 determined using the Black-Scholes option pricing model.

     In December 2003, the Company purchased a one year certificate of deposit in the amount of $200,000 that is used as collateral for an irrevocable letter of credit.

     In 1992, the Company secured a construction loan for the development of the shopping center in North Fort Myers, Florida, from SunTrust Bank. The original term of the construction financing was five years, and the loan was most recently extended to February 2005. In March 2004, the Company closed on the sale of the shopping center in North Fort Myers, Florida, for a sales price of $21.8 million, resulting in a pre-tax gain of approximately $4.0 million. After repayment of the remaining balance on the loan secured by the shopping center (approximately $10.5 million) and other expenses, the sale generated net cash proceeds of approximately $10.6 million. The sale did not include any of the Company’s adjacent real estate held for future development or sale. The Company used a portion of the proceeds to acquire the business and assets of iTendant, Inc., Building Performance Engineers, Inc., and a professional medical office building in Douglasville, Georgia. Each of these acquisitions is discussed below. The Company also used a portion of the proceeds from this sale to pay a special dividend approved by the Board in May 2004. The Company also intends to use a portion of the proceeds as a source of cash for other strategic acquisitions, and for additional investments in income-producing properties. Also, for cash management purposes, the Company used $2,000,000 of the proceeds to purchase a long-term investment in a securities bond.

     In October 1999, the Georgia World Congress Center Authority acquired the Company’s former wood manufacturing facility located in Atlanta, Georgia, for approximately $4.5 million. For income tax purposes, the Company treats this transaction as an involuntary conversion under Section 1033 of the Internal Revenue Code, which allows for the tax deferral on the gain if the Company acquires a qualified replacement property. In April 2004, the Company purchased a professional medical office building located in Douglasville, Georgia, as its Section 1033 qualified replacement property. The Company paid cash and assumed a mortgage note payable to purchase the asset for approximately $4.4 million, including the costs associated with completing the transaction.

     In April 2004, the Company acquired substantially all of the assets and assumed certain liabilities of iTendant, Inc for a purchase price of approximately $1.2 million. The consideration consisted of 123,547 newly-issued shares of the Company’s Common Stock, with a fair value of $525,075, $500,000 cash, and the assumption of approximately $170,000 of liabilities. Additional contingent consideration is provided for based on future operating goals and performance.

     In the fourth quarter of fiscal 2004, the Company made the decision to discontinue its Construction Segment activities. During fiscal 2005, any remaining open contracts will be completed and the associated warranty periods will be serviced. The Company anticipates that the settlement of final liabilities, collection of outstanding receivables, and the liquidation of other assets associated with this segment will provide additional cash and liquidity.

     In May 2004, the Company acquired the operating business and assets of Atlanta-based Building Performance Engineers, Inc. for a purchase price of approximately $350,000. The consideration consisted of 21,126 newly-issued shares of the Company’s Common Stock, with a fair value of $94,906, and issued a note for $150,000, and paid $100,000 cash.

     The Company’s other commitments primarily include operating leases for its leaseback shopping centers and ground leases, as described in “ITEM 2. PROPERTIES.” The Company has no long-term commitments to purchase building materials or other supplies.

     The Company anticipates that its equity, potential proceeds from sales of real estate, potential cash flow provided by financing or refinancing of debt, and cash flow generated from operations will for the foreseeable future provide adequate liquidity and financial flexibility to meet the Company’s needs to fund working capital, capital expenditures and investment activities.

     EFFECTS OF INFLATION ON REVENUES AND OPERATING PROFITS

The effects of inflation upon the Company’s operating results are varied. Inflation in recent years has been modest and has had minimal effect on the Company.

     The Energy and Facilities Solutions Segment generally has contracts that are renewed on an annual basis. At the time of renewal, contract fees may be adjusted, subject to customer approval. As inflation impacts the Company’s costs, primarily labor, the Company could seek a price increase for its contracts in order to protect its profit margin.

     The Energy Services Segment typically engages in contracts of short duration with fixed prices, which normally will minimize any erosion of its profit margin due to inflation. As inflation impacts the Company’s costs, primarily labor and materials, the Company could seek a price increase for subsequent contracts to protect its profit margin.

     In the Real Estate Segment, many of the anchor tenant leases are long-term (original terms over 20 years) with fixed rents, except for some leases with contingent rent provisions by which the Company may earn additional rent as a result of increases in tenants’ sales over specified targets. In many cases, however, the contingent rent provisions permit the anchor tenant to offset against contingent rents any increases in ad valorem taxes over a specified amount. If inflation were to rise, ad valorem taxes would probably increase as well, which, in turn, could cause a decrease in the contingent rents. Furthermore, the Company has certain repair obligations, and the costs of repairs generally increase with inflation.

     Inflation causes interest rates to rise, which has a positive effect on investment income, but could have a negative effect on profit margins, because of the increased costs of contracts and the increase in interest expense on variable rate loans. Overall, inflation could tend to limit the Company’s markets, and in turn, could reduce revenues as well as operating profits and earnings.

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     CONTRACTUAL OBLIGATIONS

A summary of contractual obligations at April 30, 2004, are as follows:

     CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one which is important both to the portrayal of a Company’s financial position and results of operations, and requires the Company to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, the Company has made its best estimates and used its best judgments regarding certain amounts included in the financial statements, giving due consideration to materiality. The application of these accounting policies involves the exercise of judgment and the use of assumptions regarding future uncertainties, and as a result, actual results could differ from those estimates. Management believes that the Company’s most critical accounting policies are discussed and described in Note 2 to the consolidated financial statements, and include:

Revenue recognition

Energy and facilities solutions revenues primarily consist of services and product sales. Revenues are recognized as services are rendered, and depending upon the product type and customer agreement, product sales are recognized when products are shipped or delivered.

     Energy services and construction revenues are reported on the percentage-of-completion method, using costs incurred to date in relation to estimated total costs of the contracts, to measure the stage of completion. Original contract prices are adjusted for change orders in the amounts that are reasonably estimated based on the Company’s historical experience. The cumulative effects of changes in estimated total contract costs and revenues (change orders) are recorded in the period in which the facts requiring such revisions become known, and are accounted for using the percentage-of-completion method. At the time it is determined that a contract is expected to result in a loss, the entire estimated loss is recorded.

     The Company leases space in its income-producing properties to tenants, and recognizes minimum base rentals as revenue on a straight-line basis over the lease terms. Tenants may also be required to pay additional rental amounts based on property operating expenses. In addition, certain tenants are required to pay incremental rental amounts, which are contingent on their store sales. These percentage rents are recognized only if and when earned.

     Revenue from the sale of real estate is recognized when all of the following has occurred: (a) the property is transferred to the buyer; (b) the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property; and (c) the buyer has assumed all future ownership risks of the property. Costs of sales of real estate are based on the specific property sold. When a portion or unit of a development property is sold, a proportionate share of the total cost of the development is charged to cost of sales.

Income-producing properties and property and equipment

Income-producing properties are stated at cost, and are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets.

     Property and equipment are recorded at cost, and are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Significant additions that extend asset lives are capitalized. Normal maintenance and repair costs are expensed as incurred.

     Interest and other carrying costs related to real estate assets under construction are capitalized. Other costs of development and construction of real estate assets are also capitalized. Capitalization of interest and other carrying costs are discontinued when a project is substantially completed or if active development ceases.

Impairment of long-lived assets, including goodwill, and assets to be disposed of

Long-lived assets and certain intangible assets, including goodwill, are required to be reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If an asset is determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the asset’s estimated fair value. Assets to be disposed of are reported at the lower of their carrying amount or estimated fair value less costs to sell.

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Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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 of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Discontinued Operations

The Company adopted SFAS 144, Accounting for the Impairment or Disposal of Long- Lived Asset, effective May 1, 2002, which requires among other things, that the gains and losses from the disposition of certain income-producing real estate assets, and the related historical operating results, be reflected as discontinued operations in the statements of operations for all periods presented. Although net earnings is not affected, the Company has reclassified results previously included in continuing operations to discontinued operations for qualifying dispositions under SFAS 144.

     DISCONTINUED OPERATIONS

On March 12, 2004, the Company sold its shopping center located in North Fort Myers, Florida, and recognized a pre-tax gain of approximately $4.0 million. On June 28, 2002, the Company sold its shopping center located in Englewood, Florida, and recognized a pre-tax gain of approximately $1.0 million. As a result of these sales, the Company’s financial statements have been prepared with results of operations, cash flows, and the gains from the sales shown as discontinued operations for all periods presented.

     During fiscal 2004, the Company made the decision to curtail its operations as a general contractor. Pursuant to this decision, when all operating activities have ceased and all warranty periods have expired, the Construction Segment will be classified as a discontinued operation and the historical operating results of the segment will be reclassified to discontinued operations pursuant to SFAS 144.

     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND RISKS

Certain statements contained or incorporated by reference in this Annual Report on Form 10-K, including without limitation, statements containing the words “believes,” “anticipates,” “estimates,” “expects,” “plans,” and words of similar import, are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other matters which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or uncertainties expressed or implied by such forward-looking statements.

     Factors relating to general global, national, regional, and local economic conditions, including international political stability, national defense, homeland security, employment levels, wage and salary levels, consumer confidence, availability of credit, taxation policies, interest rates, capital spending, and inflation could negatively impact the Company and its customers, suppliers, and sources of capital. Any significant negative impact from these factors could result in material adverse effects on the Company’s results of operations and financial condition.

     The Company is at risk for many other matters beyond its control, including, but not limited to: the possible impact, if any, on revenues due to the ultimate disposition of legal proceedings in which the Company is involved, including the Justice Department’s inquiry into the construction job bidding matter described in “ITEM 3. LEGAL PROCEEDINGS”; the potential loss of significant customers; co-tenancy provisions in anchor tenant leases; the Company’s ability to sell or refinance its real estate; the possibility of not achieving projected backlog revenues or not realizing earnings from such revenues; the cost and availability of insurance; the ability of the Company to attract and retain key personnel; weather conditions; changes in laws and regulations, including changes in accounting standards, generally accepted accounting principles, and regulatory requirements of the SEC and NASDAQ; overall capital spending trends in the economy; the timing and amount of earnings recognition related to the possible sale of real estate properties held for sale; delays in or cancellations of customers’ orders; declines in energy prices which could negatively impact the value of the Company’s energy conservation services; the level and volatility of interest rates; the failure of a subcontractor to perform; and the deterioration in the financial stability of an anchor tenant, significant subcontractor or other significant customer.

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ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s major market risk exposure arises from changes in interest rates and the resulting impact on variable rate debt instruments. In addition, the Company has interest rate risk associated with fixed rate debt. The Company’s objectives in interest rate risk management are to limit the negative impact of interest rates on earnings and cash flows and to lower overall borrowing costs. To achieve its objectives, the Company borrows at fixed rates when it believes it is in its best interests to do so, and may enter into derivative financial instruments, such as interest rate swaps and caps, in order to limit its exposure to interest rate fluctuations. The Company does not enter into derivative or interest rate transactions for speculative purposes. There were no derivative contracts in effect at April 30, 2004, or April 30, 2003.

     The following table summarizes information related to the Company’s market risk sensitive debt instruments as of April 30, 2004:

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Abrams Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Abrams Industries, Inc. and subsidiaries (the “Company”) as of April 30, 2004, and 2003, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended April 30, 2004. Our audits also included the financial statement schedules listed in the Index at Item 8. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Abrams Industries, Inc. and subsidiaries as of April 30, 2004, and 2003, and the results of their operations and their cash flows for each of the three years in the period ended April 30, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules for 2004, 2003, and 2002 when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth herein.

As discussed in Note 3 to the consolidated financial statements, effective May 1, 2002, the Company changed its method of accounting for discontinued operations to conform to the Statement of Financial Accounting Standards No. 144 and retroactively restated the 2003 and 2002 financial statements for the change.

Atlanta, Georgia
July 8, 2004

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     CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

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     CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements.

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     CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

See accompanying notes to consolidated financial statements.

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      CONSOLIDATED STATEMENTS OF CASH FLOWS