##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q
QUARTERLY REPORT


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

|                                       |  |                            
|-------------------------------------- |  | ---------------------------
|For the Quarter Ended
January 31, 2002 |  | Commission File No.
0-10146
|                                       |  |                            

ABRAMS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-0522129                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

1945 The Exchange, Suite 300, Atlanta, Georgia 30339

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(Address of principal executive offices)(Zip Code)


(770) 953-0304

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(Registrants telephone number, including area code)


N/A

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(Former name, former address and former fiscal year, if changed since last report)


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 [  ]

The number of shares of $1.00 par value Common Stock of the Registrant
outstanding as of February 28, 2002, was 2,910,179.





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TABLE OF CONTENTS



|                              |                                                                                                |                                            |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART 1. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                  
|                              |                                                                                                | CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                                | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                              |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                           
|PART II. OTHER INFORMATION   
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                   



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##### Table of Contents






PART 1. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




ABRAMS INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |                |            |            |          |  
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------- | ------------------------------------- | ---------- | ---------------- | ---------- | -------------- | ---------- | ---------- | -------- | -
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            | January 31, 2002 |            | April 30, 2001
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|ASSETS                                                   |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|CURRENT ASSETS                                           |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         | Cash and cash equivalents (note 3)                                                                                                                                            |                            | $                         | 5,081,878                             |            |                  | $          | 11,448,750     |           
|                                                         | Receivables (note 2)                                                                                                                                                          |                            |                           | 17,108,216                            |            |                  |            | 15,510,253     |           
|                                                         |                                                                                                                                                                               |                            |                           | Less: Allowance for doubtful accounts |            |                  | (982,357   | )              |            |            | (961,461 | )
|                                                         | Costs and earnings in excess of billings                                                                                                                                      |                            |                           | 1,134,907                             |            |                  |            | 1,483,195      |           
|                                                         | Property held for sale (note 5)                                                                                                                                               |                            |                           | 12,507,406                            |            |                  |            | 33,404         |           
|                                                         | Deferred income taxes                                                                                                                                                         |                            |                           | 864,036                               |            |                  |            | 786,460        |           
|                                                         | Other                                                                                                                                                                         |                            |                           | 1,218,984                             |            |                  |            | 785,799        |           
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               |                            | Total current assets      |                                       |            | 36,933,070       |            |                |            | 29,086,400 |         
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|INCOME-PRODUCING PROPERTIES, net                         |                                                                                                                                                                               |                            | 26,392,092                |                                       |            |                  | 26,712,359 |               
|PROPERTY, PLANT AND EQUIPMENT, net                       |                                                                                                                                                                               |                            | 696,722                   |                                       |            |                  | 1,284,689  |               
|REAL ESTATE HELD FOR FUTURE SALE OR DEVELOPMENT (note 6) |                                                                                                                                                                               |                            | 23,555,440                |                                       |            |                  | 36,100,308 |               
|OTHER ASSETS                                            
|                                                         | Intangible assets, net (note 10)                                                                                                                                              |                            |                           | 2,283,278                             |            |                  |            | 1,220,147      |           
|                                                         | Goodwill (notes 9 & 10)                                                                                                                                                       |                            |                           | 1,741,831                             |            |                  |            |               |           
|                                                         | Other                                                                                                                                                                         |                            |                           | 2,678,196                             |            |                  |            | 3,215,782      |           
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               | $                          | 94,280,629                |                                       |            | $                | 97,619,685 |               
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|LIABILITIES AND SHAREHOLDERS EQUITY                     |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|CURRENT LIABILITIES                                      |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         | Trade and subcontractors payables                                                                                                                                             |                            | $                         | 9,610,835                             |            |                  | $          | 8,803,760      |           
|                                                         | Billings in excess of costs and earnings                                                                                                                                      |                            |                           | 1,297,844                             |            |                  |            | 1,506,766      |           
|                                                         | Accrued expenses                                                                                                                                                              |                            |                           | 953,207                               |            |                  |            | 3,720,661      |           
|                                                         | Net liabilities of discontinued operations (note 3)                                                                                                                           |                            |                           |                                      |            |                  |            | 1,903,375      |           
|                                                         | Current maturities of long-term debt (note 5)                                                                                                                                 |                            |                           | 13,787,995                            |            |                  |            | 1,709,490      |           
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               |                            | Total current liabilities |                                       |            | 25,649,881       |            |                |            | 17,644,052 |         
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|DEFERRED INCOME TAXES                                    |                                                                                                                                                                               |                            | 4,512,986                 |                                       |            |                  | 3,372,824  |               
|OTHER LIABILITIES                                        |                                                                                                                                                                               |                            | 3,911,796                 |                                       |            |                  | 3,916,647  |               
|MORTGAGE NOTES PAYABLE, less current maturities (note 5) |                                                                                                                                                                               |                            | 20,165,897                |                                       |            |                  | 32,915,932 |               
|OTHER LONG-TERM DEBT, less current maturities            |                                                                                                                                                                               |                            | 16,550,239                |                                       |            |                  | 17,264,687 |               
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               |                            | Total liabilities         |                                       |            | 70,790,799       |            |                |            | 75,114,142 |         
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|SHAREHOLDERS EQUITY                                     |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         | Common stock, $1 par value; authorized 5,000,000 shares; 3,054,439 issued
and 2,912,279 outstanding in January 2002,
3,041,039 issued and 2,943,303 outstanding in April 2001 |                            |                           | 3,054,439                             |            |                  |            | 3,041,039      |           
|                                                         | Additional paid-in capital                                                                                                                                                    |                            |                           | 2,135,005                             |            |                  |            | 2,097,315      |           
|                                                         | Deferred stock compensation                                                                                                                                                   |                            |                           | (24,854                               | )          |                  |            | (75,094        | )         
|                                                         | Retained earnings                                                                                                                                                             |                            |                           | 18,984,566                            |            |                  |            | 17,930,914     |           
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               |                            | 24,149,156                |                                       |            |                  | 22,994,174 |               
|                                                         |                                                                                                                                                                               |                            |                           | Less cost of treasury stock           |            |                  | 659,326    |                |            |            | 488,631  |  
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               | Total shareholders equity |                           |                                       | 23,489,830 |                  |            |                | 22,505,543 |           
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               
|                                                         |                                                                                                                                                                               | $                          | 94,280,629                |                                       |            | $                | 97,619,685 |               
|                                                         |                                                                                                                                                                               |                            |                           |                                       |            |                  |            |               

See accompanying notes to consolidated financial
statements.





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##### Table of Contents






ABRAMS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |             |     |             | 
|-------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------ | ---------- | ------------------- | ---------- | ----------------------- | ---------- | ---- | ---------- | ---------- | ---------- | ---- | ---------- | ----------- | ----------- | --- | ----------- | 
|                                                               |                                                                                                                                          |                                           |                                                        |            | THIRD QUARTER ENDED |            | FIRST NINE MONTHS ENDED
|                                                               |                                                                                                                                          |                                           |                                                        |            | JANUARY 31,         |            | JANUARY 31,            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                        
|                                                               |                                                                                                                                          |                                           |                                                        |            | 2002                |            | 2001                    |            | 2002 |            | 2001      
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |           
|REVENUES                                                       |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               | Construction                                                                                                                             |                                           | $                                                      | 20,388,024 |                     |            | $                       | 23,883,137 |      |            | $          | 85,293,150 |      |            | $           | 121,908,990 |    
|                                                               | Rental income                                                                                                                            |                                           |                                                        | 3,584,214  |                     |            |                         | 3,520,721  |      |            |            | 10,012,259 |      |            |             | 9,745,907   |    
|                                                               | Real estate sales                                                                                                                        |                                           |                                                        | 465,000    |                     |            |                         |           |      |            |            | 465,000    |      |            |             |            |    
|                                                               | Energy management                                                                                                                        |                                           |                                                        | 734,084    |                     |            |                         |           |      |            |            | 2,350,012  |      |            |             |            |    
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          |                                           | 25,171,322                                             |            |                     |            | 27,403,858              |            |      |            | 98,120,421 |            |      |            | 131,654,897 |            
|                                                               | Interest                                                                                                                                 |                                           |                                                        | 25,919     |                     |            |                         | 102,753    |      |            |            | 153,428    |      |            |             | 359,190     |    
|                                                               | Other                                                                                                                                    |                                           |                                                        | 10,555     |                     |            |                         | 13,994     |      |            |            | 53,178     |      |            |             | 37,275      |    
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          |                                           | 25,207,796                                             |            |                     |            | 27,520,605              |            |      |            | 98,327,027 |            |      |            | 132,051,362 |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|COSTS AND EXPENSES                                             |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               | Applicable to REVENUES                                                                                                                  |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |             |    
|                                                               |                                                                                                                                          |                                           | Construction                                           |            |                     | 19,846,464 |                         |            |      | 22,416,989 |            |            |      | 82,962,168 |             |             |     | 114,457,368 | 
|                                                               |                                                                                                                                          |                                           | Rental property operating expenses,
excluding interest |            |                     | 2,088,699  |                         |            |      | 2,251,640  |            |            |      | 5,346,284  |             |             |     | 5,629,648   | 
|                                                               |                                                                                                                                          |                                           | Cost of real estate sold                               |            |                     | 405,647    |                         |            |      |           |            |            |      | 405,647    |             |             |     |            | 
|                                                               |                                                                                                                                          |                                           | Energy management                                      |            |                     | 508,757    |                         |            |      |           |            |            |      | 1,358,121  |             |             |     |            | 
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          |                                           | 22,849,567                                             |            |                     |            | 24,668,629              |            |      |            | 90,072,220 |            |      |            | 120,087,016 |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               | Selling, general and administrative                                                                                                      |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |             |    
|                                                               |                                                                                                                                          |                                           | Construction                                           |            |                     | 713,801    |                         |            |      | 2,000,893  |            |            |      | 2,260,595  |             |             |     | 4,697,040   | 
|                                                               |                                                                                                                                          |                                           | Real estate                                            |            |                     | 141,252    |                         |            |      | 328,331    |            |            |      | 385,206    |             |             |     | 969,205     | 
|                                                               |                                                                                                                                          |                                           | Energy management                                      |            |                     | 346,256    |                         |            |      |           |            |            |      | 993,581    |             |             |     |            | 
|                                                               |                                                                                                                                          |                                           | Parent                                                 |            |                     | 448,581    |                         |            |      | 597,848    |            |            |      | 1,803,888  |             |             |     | 1,868,404   | 
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          |                                           | 1,649,890                                              |            |                     |            | 2,927,072               |            |      |            | 5,443,270  |            |      |            | 7,534,649   |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               | Interest                                                                                                                                 |                                           |                                                        | 1,109,776  |                     |            |                         | 1,329,972  |      |            |            | 3,379,462  |      |            |             | 3,908,426   |    
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          |                                           | 25,609,233                                             |            |                     |            | 28,925,673              |            |      |            | 98,894,952 |            |      |            | 131,530,091 |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |                                                                                                                                          |                                           | (401,437                                               | )          |                     |            | (1,405,068              | )          |      |            | (567,925   | )          |      |            | 521,271     |            
|INCOME TAX EXPENSE (BENEFIT)                                   |                                                                                                                                          |                                           | (181,268                                               | )          |                     |            | (544,000                | )          |      |            | (253,268   | )          |      |            | 210,000     |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|EARNINGS (LOSS) FROM CONTINUING OPERATIONS                     |                                                                                                                                          |                                           | (220,169                                               | )          |                     |            | (861,068                | )          |      |            | (314,657   | )          |      |            | 311,271     |            
|DISCONTINUED OPERATIONS (note 3)                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               | Earnings from discontinued operations,
adjusted for applicable income tax expense
of $0, $45,000, $1,056,000, and $126,000,
respectively |                                           |                                                        |           |                     |            |                         | 75,326     |      |            |            | 1,720,749  |      |            |             | 205,563     |    
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|NET EARNINGS (LOSS)                                            |                                                                                                                                          | $                                         | (220,169                                               | )          |                     | $          | (785,742                | )          |      | $          | 1,406,092  |            |      | $          | 516,834     |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|NET EARNINGS (LOSS) PER SHARE FROM:                            |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|                                                               |                                                                                                                                          | Continuing Operations-Basic and Diluted   |                                                        | $          | (.08                | )          |                         | $          | (.29 | )          |            | $          | (.11 | )          |             | $           | .11 |            
|                                                               |                                                                                                                                          | Discontinued Operations-Basic and Diluted |                                                        |            | .00                 |            |                         |            | .03  |            |            |            | .59  |            |             |             | .07 |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|NET EARNINGS (LOSS) PER SHARE-BASIC AND DILUTED                |                                                                                                                                          | $                                         | (.08                                                   | )          |                     | $          | (.26                    | )          |      | $          | .48        |            |      | $          | .18         |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|DIVIDENDS PER SHARE                                            |                                                                                                                                          | $                                         | .04                                                    |            |                     | $          | .04                     |            |      | $          | .12        |            |      | $          | .12         |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            
|WEIGHTED AVERAGE SHARES OUTSTANDING                            |                                                                                                                                          |                                           | 2,922,941                                              |            |                     |            | 2,932,760               |            |      |            | 2,931,498  |            |      |            | 2,934,855   |            
|                                                               |                                                                                                                                          |                                           |                                                        |            |                     |            |                         |            |      |            |            |            |      |            |             |            

See accompanying notes to consolidated financial statements.





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##### Table of Contents






ABRAMS INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |           |         |            |            |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------------- | --------- | ----------------------------- | ---------- | --------- | ------- | ---------- | ---------- | -
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           | NINE MONTHS ENDED JANUARY 31,
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                              
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           | 2002                          |            | 2001     
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Cash flows from operating activities:                    |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         |                                                                                       | Net income                                                                                  |                                                     | $                                                          | 1,406,092 |                               |            | $         | 516,834 |           
|                                                         |                                                                                       | Adjustments to reconcile net income to net
cash (used in) provided by operating activities: |                                                     |                                                            |           |                               |            |           |         |           
|                                                         |                                                                                       |                                                                                             |                                                     | Adjustments related to discontinued operations, net of tax |           |                               | (960,177   | )         |         |            | 909,452    |  
|                                                         |                                                                                       |                                                                                             |                                                     | Depreciation and amortization                              |           |                               | 1,717,491  |           |         |            | 2,265,338  |  
|                                                         |                                                                                       |                                                                                             |                                                     | Gain on sale of real estate                                |           |                               | (59,353    | )         |         |            |           |  
|                                                         |                                                                                       |                                                                                             |                                                     | Loss on impairment (note 11)                               |           |                               | 32,952     |           |         |            |           |  
|                                                         |                                                                                       |                                                                                             |                                                     | Changes in assets and liabilities:                         |           |                               |            |           |         |            |            |  
|                                                         |                                                                                       |                                                                                             |                                                     | Receivables, net                                           |           |                               | (1,661,941 | )         |         |            | 5,074,575  |  
|                                                         |                                                                                       |                                                                                             |                                                     | Costs and earnings in excess of billings                   |           |                               | 348,288    |           |         |            | 573,549    |  
|                                                         |                                                                                       |                                                                                             |                                                     | Other current assets                                       |           |                               | (416,708   | )         |         |            | (189,537   | )
|                                                         |                                                                                       |                                                                                             |                                                     | Other assets                                               |           |                               | 514,746    |           |         |            | (219,052   | )
|                                                         |                                                                                       |                                                                                             |                                                     | Trade and subcontractors payable                           |           |                               | 807,075    |           |         |            | (2,941,661 | )
|                                                         |                                                                                       |                                                                                             |                                                     | Accrued expenses                                           |           |                               | (2,648,068 | )         |         |            | (2,654,074 | )
|                                                         |                                                                                       |                                                                                             |                                                     | Billings in excess of costs and earnings                   |           |                               | (208,922   | )         |         |            | 709,168    |  
|                                                         |                                                                                       |                                                                                             |                                                     | Other liabilities                                          |           |                               | (137,039   | )         |         |            | 77,740     |  
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         |                                                                                       |                                                                                             | Net cash (used in) provided by operating activities |                                                            |           | (1,265,564                    | )          |           |         | 4,122,332  |           
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Cash flows from investing activities:                    |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Proceeds from sale of real estate                                                     |                                                                                             |                                                     | 407,837                                                    |           |                               |            |          |        
|                                                         | Additions to properties, property, plant and equipment, net                           |                                                                                             |                                                     | (420,212                                                   | )         |                               |            | (364,970  | )      
|                                                         | Changes in intangible assets                                                          |                                                                                             |                                                     | (221,502                                                   | )         |                               |            |          |        
|                                                         | Acquisition, net of cash acquired                                                     |                                                                                             |                                                     | (2,971,663                                                 | )         |                               |            |          |        
|                                                         | Repayments received on notes receivable                                               |                                                                                             |                                                     | 91,710                                                     |           |                               |            | 94,657    |        
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         |                                                                                       |                                                                                             | Net cash used in investing activities               |                                                            |           | (3,113,830                    | )          |           |         | (270,313   | )         
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Cash flows from financing activities:                    |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Debt repayments                                                                       |                                                                                             |                                                     | (1,470,948                                                 | )         |                               |            | (911,531  | )      
|                                                         | Deferred loan costs paid                                                              |                                                                                             |                                                     | (5,000                                                     | )         |                               |            | (5,000    | )      
|                                                         | Repurchase of capital stock                                                           |                                                                                             |                                                     | (159,097                                                   | )         |                               |            | (53,330   | )      
|                                                         | Cash dividends                                                                        |                                                                                             |                                                     | (352,433                                                   | )         |                               |            | (352,209  | )      
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         |                                                                                       |                                                                                             | Net cash used in financing activities               |                                                            |           | (1,987,478                    | )          |           |         | (1,322,070 | )         
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Net (decrease) increase in cash and cash equivalents     |                                                                                       |                                                                                             | (6,366,872                                          | )                                                          |           |                               | 2,529,949  |          
|Cash and cash equivalents at beginning of period         |                                                                                       |                                                                                             | 11,448,750                                          |                                                            |           |                               | 7,268,974  |          
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Cash and cash equivalents at end of period               |                                                                                       | $                                                                                           | 5,081,878                                           |                                                            |           | $                             | 9,798,923  |          
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Supplemental disclosure of noncash investing activities: |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Transfer of real estate held for future development or sale to
property held for sale |                                                                                             | $                                                   | 12,522,944                                                 |           |                               | $          |          |        
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Transfer of property to real estate held for future development or sale               |                                                                                             | $                                                   | 321,710                                                    |           |                               | $          |          |        
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|Supplemental schedule of cash flow information           |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Interest paid, net of amounts capitalized                                             |                                                                                             | $                                                   | 3,095,571                                                  |           |                               | $          | 3,662,619 |        
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          
|                                                         | Income taxes paid, net of refunds                                                     |                                                                                             | $                                                   | 164,907                                                    |           |                               | $          | 203,255   |        
|                                                         |                                                                                       |                                                                                             |                                                     |                                                            |           |                               |            |          

See accompanying notes to consolidated financial statements.



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##### Table of Contents






ABRAMS INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002, AND APRIL 30, 2001
(UNAUDITED)

NOTE 1. UNAUDITED STATEMENTS

The accompanying unaudited consolidated financial statements have been
prepared by the Company in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements have been condensed or omitted pursuant to
such rules and regulations, although management believes that the disclosures
are adequate to make the information presented not misleading. In the opinion
of management, the accompanying financial statements contain all adjustments,
consisting of normal recurring accruals that are necessary for a fair statement
of the results for the interim periods presented. These financial statements
should be read in conjunction with the consolidated financial statements and
the notes thereto included in the Companys Annual Report to Shareholders for
the year ended April 30, 2001. Results of operations for interim periods are
not necessarily indicative of annual results.

NOTE 2. RECEIVABLES

All net contract and trade receivables are expected to be collected within
one year.

NOTE 3. DISCONTINUED OPERATIONS

During the quarter ended January 31, 2000, the Board of Directors of the
Company decided to discontinue the operations of the Manufacturing Segment.
The remaining assets and liabilities of the Manufacturing Segment were
consolidated and presented as Net liabilities of discontinued operations on the
Consolidated Balance Sheet at April 30, 2001, which included a $2.76 million
deferred gain, a current liability, related to the amount awarded to the
Company in connection with the Georgia World Congress Center Authoritys
condemnation of the Companys former manufacturing facility. The award still
was under appeal by both parties at April 30, 2001, but was settled in October
2001. Earnings from discontinued operations for the nine-month period ended
January 31, 2002, represent the gain related to the condemnation.

NOTE 4. OPERATING SEGMENTS

In May 2001, the Company formed a third operating segment, Energy
Management, and subsequently acquired substantially all of the assets of
Servidyne Systems, Inc., an energy management and engineering services company.
Through this new segment, the Company offers its institutional customers energy
efficiency products and engineering services that reduce energy consumption,
labor, equipment maintenance, and capital costs in commercial buildings.



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##### Table of Contents



The table below exhibits selected financial data on a segment basis.
Earnings (loss) from continuing operations before income taxes is total revenue
less operating expenses of continuing operations, including depreciation and interest. Parent expenses have not been
allocated to the subsidiaries.

|                                                               |                                           |              |            |             |  |            |           |           |  |              |          |              |  |   |          |       |  |   |          |          |   |   |            |            | 
|-------------------------------------------------------------- | ----------------------------------------- | ------------ | ---------- | ----------- |  | ---------- | --------- | --------- |  | ------------ | -------- | ------------ |  | - | -------- | ----- |  | - | -------- | -------- | - | - | ---------- | ---------- | 
|                                                               |                                           |              |            |             |  |            |           |           |  |              | Energy   |              |  |   |          |       |  |   |          |          |   |   |           
|For the Quarter Ended January 31, 2002                         |                                           | Construction |            | Real Estate |  | Management |           | Parent    |  | Eliminations |          | Consolidated
|                                                               |                                           |              |            |             |  |            |           |           |  |              |          |             
|Revenues from unaffiliated customers                           |                                           | $            | 20,388,024 |             |  | $          | 4,049,214 |           |  | $            | 734,084  |              |  | $ |         |       |  | $ |         |          |   | $ | 25,171,322 |           
|Interest and other income                                      |                                           |              | 6,766      |             |  |            | 28,175    |           |  |              |         |              |  |   | 3,234    |       |  |   | (1,701   | )        |   |   | 36,474     |           
|Intersegment revenue                                           |                                           |              |           |             |  |            | 115,245   |           |  |              |         |              |  |   |         |       |  |   | (115,245 | )        |   |   |           |           
|                                                               |                                           |              |            |             |  |            |           |           |  |              |          |              |  |   |          |       |  |   |          |          |   |   |            |           
|                                                               | Total revenues from continuing operations |              | $          | 20,394,790  |  |            | $         | 4,192,634 |  |              | $        | 734,084      |  |   | $        | 3,234 |  |   | $        | (116,946 | ) |   | $          | 25,207,796 | 
|                                                               |                                           |              |            |             |  |            |           |           |  |              |          |              |  |   |          |       |  |   |          |          |   |   |            |           
|Earnings (loss) from continuing operations before income taxes |                                           | $            | (230,878   | )           |  | $          | 450,733   |           |  | $            | (122,200 | )            |  | $ | (542,226 | )     |  | $ | 43,134   |          |   | $ | (401,437   | )         
|                                                               |                                           |              |            |             |  |            |           |           |  |              |          |              |  |   |          |       |  |   |          |          |   |   |            |           



---

|                                                               |                                           |              |            |             |  |            |           |           |  |              |        |              |  |   |          |        |  |   |          |          |   |   |            |            | 
|-------------------------------------------------------------- | ----------------------------------------- | ------------ | ---------- | ----------- |  | ---------- | --------- | --------- |  | ------------ | ------ | ------------ |  | - | -------- | ------ |  | - | -------- | -------- | - | - | ---------- | ---------- | 
|                                                               |                                           |              |            |             |  |            |           |           |  |              | Energy |              |  |   |          |        |  |   |          |          |   |   |           
|For the Quarter Ended January 31, 2001                         |                                           | Construction |            | Real Estate |  | Management |           | Parent    |  | Eliminations |        | Consolidated
|                                                               |                                           |              |            |             |  |            |           |           |  |              |        |             
|Revenues from unaffiliated customers                           |                                           | $            | 23,883,137 |             |  | $          | 3,520,721 |           |  | $            |       |              |  | $ |         |        |  | $ |         |          |   | $ | 27,403,858 |           
|Interest and other income                                      |                                           |              | 48,609     |             |  |            | 45,240    |           |  |              |       |              |  |   | 22,898   |        |  |   |         |          |   |   | 116,747    |           
|Intersegment revenue                                           |                                           |              | 25,039     |             |  |            | 95,807    |           |  |              |       |              |  |   |         |        |  |   | (120,846 | )        |   |   |           |           
|                                                               |                                           |              |            |             |  |            |           |           |  |              |        |              |  |   |          |        |  |   |          |          |   |   |            |           
|                                                               | Total revenues from continuing operations |              | $          | 23,956,785  |  |            | $         | 3,661,768 |  |              | $      |             |  |   | $        | 22,898 |  |   | $        | (120,846 | ) |   | $          | 27,520,605 | 
|                                                               |                                           |              |            |             |  |            |           |           |  |              |        |              |  |   |          |        |  |   |          |          |   |   |            |           
|Earnings (loss) from continuing operations before income taxes |                                           | $            | (572,305   | )           |  | $          | (255,220  | )         |  | $            |       |              |  | $ | (593,266 | )      |  | $ | 15,723   |          |   | $ | (1,405,068 | )         
|                                                               |                                           |              |            |             |  |            |           |           |  |              |        |              |  |   |          |        |  |   |          |          |   |   |            |           



---

|                                                               |                                           |              |            |             |  |            |            |            |  |              |           |              |  |   |            |        |  |   |          |          |   |   |            |            | 
|-------------------------------------------------------------- | ----------------------------------------- | ------------ | ---------- | ----------- |  | ---------- | ---------- | ---------- |  | ------------ | --------- | ------------ |  | - | ---------- | ------ |  | - | -------- | -------- | - | - | ---------- | ---------- | 
|                                                               |                                           |              |            |             |  |            |            |            |  |              | Energy    |              |  |   |            |        |  |   |          |          |   |   |           
|For the Nine Months Ended January 31, 2002                     |                                           | Construction |            | Real Estate |  | Management |            | Parent     |  | Eliminations |           | Consolidated
|                                                               |                                           |              |            |             |  |            |            |            |  |              |           |             
|Revenues from unaffiliated customers                           |                                           | $            | 85,293,150 |             |  | $          | 10,477,259 |            |  | $            | 2,350,012 |              |  | $ |           |        |  | $ |         |          |   | $ | 98,120,421 |           
|Interest and other income                                      |                                           |              | 57,364     |             |  |            | 131,954    |            |  |              |          |              |  |   | 23,359     |        |  |   | (6,071   | )        |   |   | 206,606    |           
|Intersegment revenue                                           |                                           |              |           |             |  |            | 358,393    |            |  |              |          |              |  |   |           |        |  |   | (358,393 | )        |   |   |           |           
|                                                               |                                           |              |            |             |  |            |            |            |  |              |           |              |  |   |            |        |  |   |          |          |   |   |            |           
|                                                               | Total revenues from continuing operations |              | $          | 85,350,514  |  |            | $          | 10,967,606 |  |              | $         | 2,350,012    |  |   | $          | 23,359 |  |   | $        | (364,464 | ) |   | $          | 98,327,027 | 
|                                                               |                                           |              |            |             |  |            |            |            |  |              |           |              |  |   |            |        |  |   |          |          |   |   |            |           
|Earnings (loss) from continuing operations before income taxes |                                           | $            | (70,824    | )           |  | $          | 1,458,519  |            |  | $            | (7,331    | )            |  | $ | (2,099,011 | )      |  | $ | 150,722  |          |   | $ | (567,925   | )         
|                                                               |                                           |              |            |             |  |            |            |            |  |              |           |              |  |   |            |        |  |   |          |          |   |   |            |           



---

|                                                               |                                           |              |             |             |  |            |           |            |  |              |        |              |  |   |            |        |  |   |          |          |   |   |             |             | 
|-------------------------------------------------------------- | ----------------------------------------- | ------------ | ----------- | ----------- |  | ---------- | --------- | ---------- |  | ------------ | ------ | ------------ |  | - | ---------- | ------ |  | - | -------- | -------- | - | - | ----------- | ----------- | 
|                                                               |                                           |              |             |             |  |            |           |            |  |              | Energy |              |  |   |            |        |  |   |          |          |   |   |            
|For the Nine Months Ended January 31, 2001                     |                                           | Construction |             | Real Estate |  | Management |           | Parent     |  | Eliminations |        | Consolidated
|                                                               |                                           |              |             |             |  |            |           |            |  |              |        |             
|Revenues from unaffiliated customers                           |                                           | $            | 121,908,990 |             |  | $          | 9,745,907 |            |  | $            |       |              |  | $ |           |        |  | $ |         |          |   | $ | 131,654,897 |            
|Interest and other income                                      |                                           |              | 163,423     |             |  |            | 204,035   |            |  |              |       |              |  |   | 29,007     |        |  |   |         |          |   |   | 396,465     |            
|Intersegment revenue                                           |                                           |              | 25,039      |             |  |            | 267,346   |            |  |              |       |              |  |   |           |        |  |   | (292,385 | )        |   |   |            |            
|                                                               |                                           |              |             |             |  |            |           |            |  |              |        |              |  |   |            |        |  |   |          |          |   |   |             |            
|                                                               | Total revenues from continuing operations |              | $           | 122,097,452 |  |            | $         | 10,217,288 |  |              | $      |             |  |   | $          | 29,007 |  |   | $        | (292,385 | ) |   | $           | 132,051,362 | 
|                                                               |                                           |              |             |             |  |            |           |            |  |              |        |              |  |   |            |        |  |   |          |          |   |   |             |            
|Earnings (loss) from continuing operations before income taxes |                                           | $            | 2,697,063   |             |  | $          | (293,392  | )          |  | $            |       |              |  | $ | (1,920,798 | )      |  | $ | 38,398   |          |   | $ | 521,271     |            
|                                                               |                                           |              |             |             |  |            |           |            |  |              |        |              |  |   |            |        |  |   |          |          |   |   |             |            

NOTE 5. PROPERTY HELD FOR SALE

During the quarter ended October 31, 2001, the Company entered into an
agreement to sell its shopping center in Englewood, Florida, which includes
Kmart as one of its anchor tenants. During the current quarter, as speculation
over a Kmart bankruptcy (see Note 11 to the Consolidated Financial
Statements) increased, the buyer sought to
renegotiate the terms of the contract for this sale. The Company did not agree
to the proposed new terms of the contract, and the contract was terminated.
The Company continues to market the center for sale. As of January 31, 2002,
the book basis of the property, $12.5 million, has been classified as a current
asset in Property held for sale; the related mortgage debt, $12.3 million, has
been classified as a current liability in Current maturities of long-term debt.
See ITEM 2. Liquidity and capital resources for
further discussion regarding the debt on this property. The results of
operations for the property are summarized below:



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##### Table of Contents



|                                                                                                                           |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ----------------------- |  | ---- | ------- | ---- |  | - | --------- |  |  | - | --------- | -
|                                                                                                                           |  | THIRD QUARTER ENDED |         | FIRST NINE MONTHS ENDED
|                                                                                                                           |  | JANUARY 31,         |         | JANUARY 31,            
|                                                                                                                           |  |                     |         |                        
|                                                                                                                           |  | 2002                |         | 2001                    |  | 2002 |         | 2001
|                                                                                                                           |  |                     |         |                         |  |      |         |     
|Revenues                                                                                                                   |  | $                   | 579,999 |                         |  | $    | 553,633 |      |  | $ | 1,511,770 |  |  | $ | 1,485,198 |  
|Operating expenses, including depreciation only
for the quarter and nine-month period
ended January 31, 2001, and interest |  |                     | 506,171 |                         |  |      | 567,378 |      |  |   | 1,338,050 |  |  |   | 1,503,771 |  
|                                                                                                                           |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  
|Results of operations                                                                                                      |  | $                   | 73,828  |                         |  | $    | (13,745 | )    |  | $ | 173,720   |  |  | $ | (18,573   | )
|                                                                                                                           |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  

NOTE 6. REAL ESTATE HELD FOR FUTURE SALE OR DEVELOPMENT

As of January 31, 2002, the Companys shopping center, five outlots and
expansion land in North Ft. Myers, Florida, were held for sale. The net book
value of all of the combined property was $22.1 million. The results of
operations for the property are summarized below:

|                                                                                                                          |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ----------------------- |  | ---- | ------- | ---- |  | - | --------- |  |  | - | --------- | -
|                                                                                                                          |  | THIRD QUARTER ENDED |         | FIRST NINE MONTHS ENDED
|                                                                                                                          |  | JANUARY 31,         |         | JANUARY 31,            
|                                                                                                                          |  |                     |         |                        
|                                                                                                                          |  | 2002                |         | 2001                    |  | 2002 |         | 2001
|                                                                                                                          |  |                     |         |                         |  |      |         |     
|Revenues                                                                                                                  |  | $                   | 868,581 |                         |  | $    | 824,041 |      |  | $ | 2,173,524 |  |  | $ | 2,106,451 |  
|Operating expenses, including depreciation
for the quarter and nine-month period
ended January 31, 2001, and interest (1) |  |                     | 527,316 |                         |  |      | 892,614 |      |  |   | 1,332,680 |  |  |   | 2,153,352 |  
|                                                                                                                          |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  
|Results of operations                                                                                                     |  | $                   | 341,265 |                         |  | $    | (68,573 | )    |  | $ | 840,844   |  |  | $ | (46,901   | )
|                                                                                                                          |  |                     |         |                         |  |      |         |      |  |   |           |  |  |   |           |  



|(1) |  | Operating
expenses for the third quarter and first nine months ended
January 31, 2001, included interest expense of $334,127 and $1,003,598, respectively, and
depreciation expense of $162,087
and $470,874, respectively. Operating expenses for the third quarter and first nine months
ended January 31, 2002, included interest expense of $170,972
and $631,511, respectively. There was no depreciation expense in the
third quarter or first nine months ended January 31, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 7. EARNINGS PER SHARE

Basic earnings per share are computed by dividing net earnings by the
weighted average shares outstanding during the reporting period. In May 2001,
the Company issued 150,616 incentive stock options with an exercise price of
$4.00 per share to certain employees. The options were not dilutive as of
January 31, 2002.

NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS

During June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, Business Combinations
(SFAS 141). Under the provisions of SFAS 141, all business combinations
initiated after June 30, 2001, must be accounted for using the purchase method
of accounting. The adoption of SFAS 141 is not expected to have a material
impact on the Companys financial statements.

Also during June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). Under
the provisions of SFAS 142, there will be no amortization of goodwill and other
intangible assets that have indefinite useful lives. Instead, these assets
must be tested for impairment annually and when events or changes in
circumstances indicate that impairment may have occurred. The Company elected
to adopt SFAS 142 as of May 1, 2001, and therefore goodwill and a trademark
with an indefinite useful life acquired
in the transaction described in Note 9 to the Consolidated Financial
Statements have not been amortized.



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##### Table of Contents



During August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144). SFAS 144 supercedes FASB Statement No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of. In addition, SFAS 144 supercedes the accounting and reporting
provisions of APB Opinion No. 30, Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions for
segments of a business to be disposed of. SFAS 144 addresses the treatment of
assets held for sale or to be otherwise disposed of, the evaluation of
impairment for long-lived assets, and the reporting of discontinued operations.
The provisions of SFAS 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001. Under SFAS 144, beginning May
1, 2002, the Company will report any gains or losses recognized on sales of its
real estate properties in discontinued operations. In addition, the results of
operations of a property classified as held for sale will be reported in
discontinued operations.

NOTE 9. ACQUISITION

In May 2001, the Company acquired substantially all of the assets and
employed all of the personnel of an energy management and engineering services
company, Servidyne Systems, Inc., and acquired certain intellectual property
from an affiliated company, Servidyne, Incorporated, for approximately $3.1
million, including the costs associated with completing the acquisition, in an
all cash transaction (the Servidyne transaction). This acquisition was
accounted for as a purchase, and accordingly, the purchase price was allocated
to the underlying assets acquired and liabilities assumed, based upon their
estimated fair market values as of the date of acquisition. The results of
operations related to the acquired assets have been included in the Companys
financial statements since May 2001. Servidyne has offered its expertise,
products and services to its institutional customers for more than 28 years.
In pursuit of growth and improved shareholder returns, the Company will seek
opportunities to leverage Servidynes reservoir of knowledge in order to assist
the now combined customer base in making building infrastructures more
efficient.

The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition:

|                                  |                       |   |           |           | 
|--------------------------------- | --------------------- | - | --------- | --------- | 
|Current assets                    |                       | $ | 149,163   |          
|Furniture, fixtures and equipment |                       |   | 13,321    |          
|Intangible assets                 |                       |   | 1,200,034 |          
|Goodwill                          |                       |   | 1,741,831 |          
|                                  |                       |   |           |          
|                                  | Total assets acquired |   |           | 3,104,349 | 
|                                  |                       |   |           |          
|Current liabilities               |                       |   | (132,686  | )        
|                                  |                       |   |           |          
|                                  | Net assets acquired   |   | $         | 2,971,663 | 
|                                  |                       |   |           |          

Of the $1,200,034 of acquired intangible assets, $315,261 was assigned to
a registered trademark that is not subject to amortization. The remainder of
the intangible assets consists of computer-based work management products
(5-year weighted-average useful life) in the amount of $856,113, and other
intangible assets of $28,660 (10-year useful life). The weighted-average
useful life of all acquired intangible assets subject to amortization is 5
years.



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##### Table of Contents



The goodwill amount has been assigned to the Energy Management Segment.
All of the goodwill is expected to be amortized and deductible for tax
purposes.

The following table displays the consolidated unaudited current results
for the quarter and nine-month period ended January 31, 2002, and the
consolidated unaudited proforma results for the quarter and nine-month period
ended January 31, 2001, as if the acquisition had been completed on May 1,
2000:

|                       |  |                     |            |                         |  |          |            |            |  |   |            |  |  |   |             | 
|---------------------- |  | ------------------- | ---------- | ----------------------- |  | -------- | ---------- | ---------- |  | - | ---------- |  |  | - | ----------- | 
|                       |  | THIRD QUARTER ENDED |            | FIRST NINE MONTHS ENDED
|                       |  | JANUARY 31,         |            | JANUARY 31,            
|                       |  |                     |            |                        
|                       |  | 2002                |            | 2001                    |  | 2002     |            | 2001      
|                       |  | (actual)            |            | (proforma)              |  | (actual) |            | (proforma)
|                       |  |                     |            |                         |  |          |            |           
|Revenues               |  | $                   | 25,207,796 |                         |  | $        | 28,221,924 |            |  | $ | 98,327,027 |  |  | $ | 134,155,319 | 
|Net earnings           |  | $                   | (220,169   | )                       |  | $        | (722,016   | )          |  | $ | 1,406,092  |  |  | $ | 708,012     | 
|Net earnings per share |  | $                   | (.08       | )                       |  | $        | (.25       | )          |  | $ | .48        |  |  | $ | .24         | 

NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table illustrates the treatment of acquired intangible
assets as of January 31, 2002:

|                              |                                         |   |                |           | 
|----------------------------- | --------------------------------------- | - | -------------- | --------- | 
|                              |                                         |   | Gross Carrying
|                              |                                         |   | Amount        
|                              |                                         |   |               
|Amortized intangible assets   |                                         |   |                |          
|                              | Computer-based work management products |   | $              | 856,113   | 
|                              | Other                                   |   |                | 28,660    | 
|                              |                                         |   |                |          
|                              |                                         | $ | 884,773        |          
|                              |                                         |   |                |          
|Unamortized intangible assets |                                         |   |                |          
|                              | Goodwill                                |   | $              | 1,741,831 | 
|                              | Trademark                               |   |                | 315,261   | 
|                              |                                         |   |                |          
|                              |                                         | $ | 2,057,092      |          
|                              |                                         |   |                |          

The gross carrying amounts and accumulated amortization for all of the
Companys intangible assets as of January 31, 2002, are as
follows:



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##### Table of Contents



|                              |                                         |   |                |           |              |   |           |         | 
|----------------------------- | --------------------------------------- | - | -------------- | --------- | ------------ | - | --------- | ------- | 
|                              |                                         |   | Gross Carrying |           | Accumulated 
|                              |                                         |   | Amount         |           | Amortization
|                              |                                         |   |                |           |             
|Amortized intangible assets   |                                         |   |                |          
|                              | Computer-based work management products |   | $              | 856,114   |              |   | $         | 142,559 | 
|                              | Computer software                       |   |                | 304,956   |              |   |           | 229,416 | 
|                              | Real estate lease costs                 |   |                | 1,432,899 |              |   |           | 678,494 | 
|                              | Deferred loan costs                     |   |                | 819,875   |              |   |           | 421,867 | 
|                              | Other                                   |   |                | 28,660    |              |   |           | 2,151   | 
|                              |                                         |   |                |           |              |   |           |        
|                              |                                         | $ | 3,442,504      |           |              | $ | 1,474,487 |        
|                              |                                         |   |                |           |              |   |           |        
|Unamortized intangible assets |                                         |   |                |          
|                              | Goodwill                                |   | $              | 1,741,831 |              |   |           |         | 
|                              | Trademark                               |   |                | 315,261   |              |   |           |         | 
|                              |                                         |   |                |           |              |   |           |        
|                              |                                         | $ | 2,057,092      |           |              |   |           |        
|                              |                                         |   |                |           |              |   |           |        

|                                                                                              |                                            |  |   |         | 
|--------------------------------------------------------------------------------------------- | ------------------------------------------ |  | - | ------- | 
|Aggregate
amortization expense for all amortized intangible assets:                           |                                            |  |  
|                                                                                              | For the quarter ended January 31, 2002     |  | $ | 128,637 | 
|                                                                                              | For the nine months ended January 31, 2002 |  | $ | 413,100 | 
|                                                                                             
|Estimated
amortization expense for all amortized intangible assets for the
fiscal year ended: |                                            |  |  
|                                                                                              | April 30, 2003                             |  | $ | 465,999 | 
|                                                                                              | April 30, 2004                             |  | $ | 382,552 | 
|                                                                                              | April 30, 2005                             |  | $ | 310,652 | 
|                                                                                              | April 30, 2006                             |  | $ | 211,510 | 
|                                                                                              | April 30, 2007                             |  | $ | 106,390 | 

As the acquisition, which resulted in the recording of goodwill, occurred
during the current fiscal year, no goodwill or resulting amortization was
recorded in the previous fiscal year, and therefore no proforma amounts are
required to provide comparability.

NOTE 11. KMART BANKRUPTCY

On January 22, 2002, Kmart Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The Real Estate Segment has no outstanding
rental payments currently past due from Kmart. Four of the Companys seven owned
retail properties contain stores leased to Kmart, two of which are freestanding
stores. All four of the Companys owned Kmart stores are
currently open and
operating. Of the nine freestanding Kmart stores that the Company developed,
sold, leased back, and then sub-leased to Kmart, seven of the locations are
currently open and operating. The Company has received notification that
pursuant to its rights under Chapter 11, Kmart has terminated its leases for
the Louisville, Kentucky, and West St. Paul, Minnesota, leaseback properties.
Both locations were closed stores and together generated approximately $80,000
in pre-tax earnings in fiscal 2001. As of January 31, 2002, the Company
recognized an impairment loss of approximately $33,000 for capitalized costs
related to the West St. Paul location. The Company had no capitalized cost
basis in the Louisville property.



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##### Table of Contents



The Bankruptcy Court has not provided the Company any further information
as to whether any additional Kmart stores will be closed or which leases will
be rejected or affirmed. Kmart has contacted the Company to request a reduction
in rent for one leaseback location that is currently open. The Company has
denied the request. This location generated approximately $54,000 in pre-tax
earnings in fiscal 2001, and the Company has no capitalized costs related to
this location.

The Company has the right to terminate its interest in each of its
leaseback properties without further liability.

During the first two fiscal quarters ended October 31, 2001, the Companys
Construction Segments volume of work from Kmart declined to less than 0.4% of
its total revenues compared to 2.0% for the prior fiscal year. The Company has
earned no additional construction revenues from Kmart since October 31, 2001,
and the Construction Segment has no uncollected Kmart receivables and no
outstanding contracts to perform construction services for Kmart.

The Company sees no negative impact on its Energy Management Segment
related to the bankruptcy.




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

Changes in CONSOLIDATED BALANCE SHEETS between April 30, 2001, and January 31, 2002.

Accounts receivable increased by $1,597,963 and Trade and subcontractors
payable increased by $807,075, primarily because of the timing of the
submission and payment of invoices for construction work performed.

Property held for sale increased by $12,474,002 and Real estate held for
future development or sale decreased by $12,544,868, primarily as a result of
the reclassification of the shopping center in Englewood, Florida (see Note 5
to the Consolidated Financial Statements) and the sale of an outparcel in the
Companys shopping center in North Ft. Myers, Florida.

Accrued expenses decreased by $2,767,454, primarily due to the payment of
year-end accruals.

Deferred income taxes increased by $1,140,162 due to the accrual of income tax
expense related to the recognition of the gain on the sale of the Companys
former manufacturing facility (see Note 3 to the Consolidated Financial
Statements). The Company has deferred the gain for income tax purposes under
Internal Revenue Code Section 1033, which allows a deferral of the tax
liability if the Company utilizes the proceeds of the condemnation to purchase
other real estate within three years after the close of the fiscal year in
which any part of the gain upon condemnation is realized.

Current maturities of long-term debt increased by $12,078,505 and Mortgage
notes payable decreased by $12,750,035, primarily due to the reclassification
of the mortgage debt related to the shopping center in Englewood, Florida, as
discussed above.



---



##### Table of Contents



Results of operations of third quarter and first nine months of fiscal 2002 compared to third quarter and first nine months of fiscal 2001.

REVENUES from Continuing Operations

For the third quarter 2002, Consolidated REVENUES from continuing
operations, including Interest income and Other income, and net of intersegment
eliminations, were $25,207,796, compared to $27,520,605 for the third quarter
2001, a decrease of 8%. For the first nine months of fiscal 2002, Consolidated
REVENUES from continuing operations were $98,327,027, compared to $132,051,362
for the first nine months of fiscal 2001, a decrease of 26%.

The figures in Chart A are Segment revenues from continuing operations,
net of Intersegment eliminations, and do not include Interest income or Other
income.

CHART A
REVENUE FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT
(Dollars in Thousands)

|                     |  |                     |        |          |  |            |        |             |  |          |        |                   |  |            |     |            |  |   |        |  |  |   |         |  |  |   |         |   |  |  |     |  
|-------------------- |  | ------------------- | ------ | -------- |  | ---------- | ------ | ----------- |  | -------- | ------ | ----------------- |  | ---------- | --- | ---------- |  | - | ------ |  |  | - | ------- |  |  | - | ------- | - |  |  | --- | -
|                     |  | Third Quarter Ended |        |          |  |            |        |             |  |          |        | Nine Months Ended |  |            |     |            |  |  
|                     |  | January 31,         |        | Amount   |  | Percent    |        | January 31, |  | Amount   |        | Percent          
|                     |  |                     |        | Increase |  | Increase   |        |             |  | Increase |        | Increase         
|                     |  | 2002                |        | 2001     |  | (Decrease) |        | (Decrease)  |  | 2002     |        | 2001              |  | (Decrease) |     | (Decrease)
|                     |  |                     |        |          |  |            |        |             |  |          |        |                   |  |            |     |           
|Construction(1)      |  | $                   | 20,388 |          |  | $          | 23,883 |             |  | $        | (3,495 | )                 |  |            | (15 | )          |  | $ | 85,293 |  |  | $ | 121,909 |  |  | $ | (36,616 | ) |  |  | (30 | )
|Real Estate(2)       |  |                     | 4,049  |          |  |            | 3,521  |             |  |          | 528    |                   |  |            | 15  |            |  |   | 10,477 |  |  |   | 9,746   |  |  |   | 731     |   |  |  | 8   |  
|Energy Management(3) |  |                     | 734    |          |  |            |       |             |  |          | 734    |                   |  |            |    |            |  |   | 2,350  |  |  |   |        |  |  |   | 2,350   |   |  |  |    |  
|                     |  |                     |        |          |  |            |        |             |  |          |        |                   |  |            |     |            |  |   |        |  |  |   |         |  |  |   |         |   |  |  |     |  
|                     |  | $                   | 25,171 |          |  | $          | 27,404 |             |  | $        | (2,233 | )                 |  |            | (8  | )          |  | $ | 98,120 |  |  | $ | 131,655 |  |  | $ | (33,535 | ) |  |  | (25 | )
|                     |  |                     |        |          |  |            |        |             |  |          |        |                   |  |            |     |            |  |   |        |  |  |   |         |  |  |   |         |   |  |  |     |  

NOTES TO CHART A



|(1) |  | REVENUES for the third quarter and first nine months 2002 were lower than
those of the same periods of 2001, primarily due to a reduction in the
number of construction jobs available, which is the result of a decrease
or elimination of current capital spending by most of the Construction
Segments existing customers. The Company anticipates this trend will
continue in the short-term. During fiscal 2002, however, several new
institutional customers have awarded jobs to the Construction Segment, as
it continues its efforts to expand and diversify its customer base.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | REVENUES for the third quarter and first nine months 2002 include the
sale of an outparcel at the Companys shopping center in North Ft. Myers,
Florida. There were no real estate sales in the prior year.                                                                                                                                                                                                                                                                                                                                                                              
|   
|(3) |  | The Energy Management Segment was formed in May 2001. See Note 9 to the
Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



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##### Table of Contents



The following table indicates the backlog of contracts and rental income
for the next twelve months by industry segment.

|                      |               |   |             |            |      |   |            |            | 
|--------------------- | ------------- | - | ----------- | ---------- | ---- | - | ---------- | ---------- | 
|                      |               |   | January 31,
|                      |               |   |            
|                      |               |   | 2002        |            | 2001
|                      |               |   |             |            |     
|Construction (1)      |               | $ | 15,910,000  |            |      | $ | 33,145,000 |           
|Real Estate (2)       |               |   | 10,693,000  |            |      |   | 11,553,000 |           
|Energy Management (3) |               |   | 531,000     |            |      |   |           |           
|                      |               |   |             |            |      |   |            |           
|                      | Total Backlog |   | $           | 27,134,000 |      |   | $          | 44,698,000 | 
|                      |               |   |             |            |      |   |            |           



|(1) |  | See Note 1 to Chart A above.                                                                                                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Included in the January 31, 2001, backlog is the rent related to the two
Kmart leasebacks that were terminated (see Note 11 to the Consolidated
Financial Statements), and the contract price for the pending sale of an
outparcel.                                                
|   
|(3) |  | Any Energy Management contracts that can be cancelled with less than one
years notice are not included in backlog. As of January 31, 2002, such
contracts total $1.282 million in potential revenue over the next twelve
months, assuming cancellation provisions are not invoked.

COSTS AND EXPENSES: Applicable to REVENUES from Continuing Operations

As a percentage of total Segment REVENUES from Continuing Operations (See
Chart A) for the third quarter 2002 and 2001, the total applicable COSTS AND
EXPENSES (See Chart B) were 91% and 90%, respectively. As a percentage of
total Segment REVENUES from Continuing Operations (See Chart A) for the first
nine months 2002 and 2001, the total applicable COSTS AND EXPENSES were 92% and
91%, respectively.

The figures in Chart B are net of Intersegment eliminations.

CHART B
COSTS AND EXPENSES APPLICABLE TO REVENUES
FROM CONTINUING OPERATIONS SUMMARY BY SEGMENT
(Dollars in Thousands)

|                     |  |                     |        |                     |  |                   |        |                   |  |                    |    |      |  |      |    |      |  |   |        |                    |  |   |         |  |  |  |    |  |  |  |    | 
|-------------------- |  | ------------------- | ------ | ------------------- |  | ----------------- | ------ | ----------------- |  | ------------------ | -- | ---- |  | ---- | -- | ---- |  | - | ------ | ------------------ |  | - | ------- |  |  |  | -- |  |  |  | -- | 
|                     |  |                     |        |                     |  |                   |        |                   |  | Percent of Segment |    |      |  |      |    |      |  |   |        | Percent of Segment
|                     |  |                     |        |                     |  |                   |        |                   |  | Revenues For       |    |      |  |      |    |      |  |   |        | Revenues For      
|                     |  | Third Quarter Ended |        | Third Quarter Ended |  | Nine Months Ended |        | Nine Months Ended
|                     |  | January 31,         |        | January 31,         |  | January 31,       |        | January 31,      
|                     |  |                     |        |                     |  |                   |        |                  
|                     |  | 2002                |        | 2001                |  | 2002              |        | 2001              |  | 2002               |    | 2001 |  | 2002 |    | 2001
|                     |  |                     |        |                     |  |                   |        |                   |  |                    |    |      |  |      |    |     
|Construction(1)      |  | $                   | 19,847 |                     |  | $                 | 22,417 |                   |  |                    | 97 |      |  |      | 94 |      |  | $ | 82,962 |                    |  | $ | 114,457 |  |  |  | 97 |  |  |  | 94 | 
|Real Estate          |  |                     | 2,494  |                     |  |                   | 2,252  |                   |  |                    | 62 |      |  |      | 64 |      |  |   | 5,752  |                    |  |   | 5,630   |  |  |  | 55 |  |  |  | 58 | 
|Energy Management(2) |  |                     | 509    |                     |  |                   |       |                   |  |                    | 69 |      |  |      |   |      |  |   | 1,358  |                    |  |   |        |  |  |  | 58 |  |  |  |   | 
|                     |  |                     |        |                     |  |                   |        |                   |  |                    |    |      |  |      |    |      |  |   |        |                    |  |   |         |  |  |  |    |  |  |  |    | 
|                     |  | $                   | 22,850 |                     |  | $                 | 24,669 |                   |  |                    | 91 |      |  |      | 90 |      |  | $ | 90,072 |                    |  | $ | 120,087 |  |  |  | 92 |  |  |  | 91 | 
|                     |  |                     |        |                     |  |                   |        |                   |  |                    |    |      |  |      |    |      |  |   |        |                    |  |   |         |  |  |  |    |  |  |  |    | 





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##### Table of Contents



NOTES TO CHART B



|(1) |  | The increase in the percentage of COSTS AND EXPENSES: Applicable to
REVENUES for third quarter 2002 compared to the same period of 2001 was
primarily due to defaults by two subcontractors on two jobs. These
defaults and intense competitive pressure on margins, which is a result of
a significant decrease in the number of potentially available construction
jobs due to the decline or absence of current capital spending by the
Companys customers, resulted in the increase in the percentage for the
first nine months 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The Energy Management Segment was formed in May 2001. See Note 9 to the
Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FROM CONTINUING OPERATIONS

For the third quarter 2002 and 2001, Selling, general and administrative
expenses from continuing operations, net of intersegment eliminations, were
$1,649,890 and $2,927,072, respectively. As a percentage of Consolidated
REVENUES from Continuing Operations, these expenses were 7% and 11%,
respectively. For the first nine months 2002 and 2001, Selling, general and
administrative expenses from continuing operations, net of intersegment
eliminations, were $5,443,270 and $7,534,649, respectively. As a percentage of
Consolidated REVENUES from Continuing Operations, these expenses were 6% for
both periods. In reviewing Chart C, the reader should recognize that the
volume of revenues generally will affect the amounts and percentages. The
percentages in Chart C are based upon expenses as they relate to Segment
REVENUES from Continuing Operations (Chart A), except that Parent and Total
expenses relate to Consolidated REVENUES from Continuing Operations.

CHART C
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
FROM CONTINUING OPERATIONS
(Dollars in Thousands)

|                     |  |                     |       |                     |  |                   |       |                   |  |                    |    |      |  |      |    |      |  |   |       |                    |  |   |       |  |  |  |    |  |  |  |    | 
|-------------------- |  | ------------------- | ----- | ------------------- |  | ----------------- | ----- | ----------------- |  | ------------------ | -- | ---- |  | ---- | -- | ---- |  | - | ----- | ------------------ |  | - | ----- |  |  |  | -- |  |  |  | -- | 
|                     |  |                     |       |                     |  |                   |       |                   |  | Percent of Segment |    |      |  |      |    |      |  |   |       | Percent of Segment
|                     |  |                     |       |                     |  |                   |       |                   |  | Revenues For       |    |      |  |      |    |      |  |   |       | Revenues For      
|                     |  | Third Quarter Ended |       | Third Quarter Ended |  | Nine Months Ended |       | Nine Months Ended
|                     |  | January 31,         |       | January 31,         |  | January 31,       |       | January 31,      
|                     |  |                     |       |                     |  |                   |       |                  
|                     |  | 2002                |       | 2001                |  | 2002              |       | 2001              |  | 2002               |    | 2001 |  | 2002 |    | 2001
|                     |  |                     |       |                     |  |                   |       |                   |  |                    |    |      |  |      |    |     
|Construction(1)      |  | $                   | 714   |                     |  | $                 | 2,001 |                   |  |                    | 4  |      |  |      | 8  |      |  | $ | 2,260 |                    |  | $ | 4,697 |  |  |  | 3  |  |  |  | 4  | 
|Real Estate(2)       |  |                     | 141   |                     |  |                   | 328   |                   |  |                    | 3  |      |  |      | 9  |      |  |   | 385   |                    |  |   | 969   |  |  |  | 4  |  |  |  | 10 | 
|Energy Management(3) |  |                     | 346   |                     |  |                   |      |                   |  |                    | 47 |      |  |      |   |      |  |   | 994   |                    |  |   |      |  |  |  | 42 |  |  |  |   | 
|Parent               |  |                     | 449   |                     |  |                   | 598   |                   |  |                    | 2  |      |  |      | 2  |      |  |   | 1,804 |                    |  |   | 1,869 |  |  |  | 2  |  |  |  | 1  | 
|                     |  |                     |       |                     |  |                   |       |                   |  |                    |    |      |  |      |    |      |  |   |       |                    |  |   |       |  |  |  |    |  |  |  |    | 
|                     |  | $                   | 1,650 |                     |  | $                 | 2,927 |                   |  |                    | 7  |      |  |      | 11 |      |  | $ | 5,443 |                    |  | $ | 7,535 |  |  |  | 6  |  |  |  | 6  | 
|                     |  |                     |       |                     |  |                   |       |                   |  |                    |    |      |  |      |    |      |  |   |       |                    |  |   |       |  |  |  |    |  |  |  |    | 

NOTES TO CHART C



|(1) |  | On a dollar basis, Selling, general and administrative expenses were
lower for third quarter and first nine months 2002 compared to the same
period of 2001 primarily because of a reserve taken in 2001 for
receivables due from Montgomery Ward & Co., Incorporated, which filed a
petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code, and
decreases in personnel and incentive compensation costs in 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(2) |  | On a dollar and percentage basis, Selling, general and administrative
expenses were lower for third quarter and first nine months 2002 compared
to the same periods of 2001 primarily due to a decrease in personnel costs
associated with the Companys outsourcing of its asset and property
management functions.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | The Energy Management Segment was formed in May 2001. See Note 9 to the
Consolidated Financial Statements.                                                                                                                                                                                                          

Liquidity and capital resources.

Between April 30, 2001, and January 31, 2002, working capital decreased by
$159,159. Operating activities used cash of $1,265,564. Investing activities
used cash of $3,113,830. Financing activities used cash of $1,987,478.

At January 31, 2002, the Company and its subsidiaries had available
unsecured committed lines of credit totaling $12,000,000, of which none was
outstanding, $11,500,000 was available, and $500,000 was reserved for a letter
of credit issued as security for a mortgage loan on an Income-producing
property. The letter of credit has been extended until November 2002, at which
time it may be used to pay down the mortgage loan if certain leasing
requirements are not attained.

As discussed in Note 5 to the Consolidated Financial Statements, the
Company is marketing its shopping center in Englewood, Florida for sale. The
$12.3 million related mortgage debt matures August 1, 2002.
Although there can be no assurance that sufficient proceeds from a sale or
refinancing will be available to pay off the loan before its
maturity, the Companys liability is limited to its interest in the
property. Effective August 1, 2002, however, a subsidiary of the
Company has guaranteed $1,000,000 of the debt if the loan has not
been paid off prior to that date.

In October 2001, the maturity dates of the loans related to the Companys
shopping center in North Ft. Myers, Florida, and corporate headquarters office
building in Atlanta, Georgia, were extended to February 2003. The Company
currently plans to refinance the office building loan and sell the shopping
center or refinance its loan prior to that date. There can be no assurance
that sufficient proceeds from such refinancings or sale will be available to
pay off these respective loans on or before the due dates.

Cautionary statement regarding forward-looking statements.

Certain statements contained or incorporated by reference in this
Quarterly Report on Form 10-Q, including without limitation statements
containing the words believes, anticipates, expects, 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. Many such risks, uncertainties and other matters
are beyond the Companys control. They include, but are not limited to: the
impact of the Kmart Corporation bankruptcy; the possibility of not achieving
projected backlog revenues or not realizing earnings from such revenues; the
potential impact of factors beyond the control of the Company on future
revenues and costs; changes in laws and regulations, including changes in
accounting standards; the timing and amount of earnings recognition related to
the possible sale of real estate properties held for sale; delays in customer
orders; the timing





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##### Table of Contents



and amount of possible refinancings related to real estate properties; the
level and volatility of interest rates; the potential loss of a significant
customer; and the deterioration in the financial stability of an anchor tenant,
significant subcontractor or significant customer.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See ITEM 2. Liquidity and capital resources for discussion regarding the
debt on the Companys shopping centers in Englewood, Florida, and North Ft.
Myers, Florida, and its corporate headquarters office building in Atlanta,
Georgia.

There have been no other material changes since April 30, 2001.




PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|    |                                                                                                
|--- | -----------------------------------------------------------------------------------------------
|(a) | The Registrant has not filed any reports on Form 8-K during the quarter
ended January 31, 2002.



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##### Table of Contents






SIGNATURES

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.

|                    |  |                                                                 
|------------------- |  | ----------------------------------------------------------------
|                    |  | ABRAMS INDUSTRIES, INC.
               (Registrant)             
|                   
|                    |  |                                                                 
|                   
|Date: March 5, 2002 |  | /s/ Alan R. AbramsAlan R. Abrams
Chief Executive Officer        
|                   
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|Date: March 5, 2002 |  | /s/ Melinda S. GarrettMelinda S. Garrett
Chief Financial Officer