##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT
 Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 For the fiscal year ended April 30, 2008
 Commission file number 0-10146
 SERVIDYNE, INC.
  Georgia
    
    58-0522129(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1945 The Exchange, Suite 300, Atlanta, GA
    
    30339-2029(Address of principal executive offices)
    
    (Zip Code)
   Title of each class:
    
    Name of each exchange on which registered:Common Stock, $1.00 Par Value Per Share
    
    Nasdaq Global Market
 
   o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ




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TABLE OF CONTENTS  Part IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPart IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A (T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPart IIIITEMS 10-14Part IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-21 LIST OF SUBSIDIARIESEX-23.(A) CONSENT OF DELOITTE & TOUCHE LLPEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-32.1 SECTION 906, CERTIFICATION OF THE CEOEX-32.2 SECTION 302, CERTIFICATION OF THE CFO    Table of Contents  
  
 ITEM 1. BUSINESS
         
    
    The BPE Energy Solution is designed to help building owners and operators substantially
reduce energy consumption
and cut utility and operating costs. Major elements include: energy modeling; energy audits;
building retro-
commissioning; LEED® and ENERGY STAR® certifications; comprehensive preventive maintenance of
energy-
consuming equipment; turn-key design and implementation of energy-saving lighting systems; and
retrofits of
mechanical and electrical systems.
    
    The BPE Environmental Sustainability Solution is designed to help building owners and
operators identify and transform
wasteful and inefficient buildings into cost-effective and environmentally sustainable
facilities. Major elements include:
energy and sustainability audits; benchmarking and utility monitoring; retro-commissioning of
existing systems;
efficiency improvements to energy conversion and water consuming building assets; and other
efficiency improvements
that extend the lives of building infrastructures and equipment.
    
    The BPE Occupant Satisfaction Solution is designed to help building owners and operators measurably improve the
comfort level and satisfaction of their tenants, guests and employees. Major elements include:
proprietary Web/
wireless systems to manage guest and tenant service requests; identification of low-cost and
no-cost operating
efficiency improvements; technical staff training; more consistent control of building
temperature and humidity
conditions; and improved reliability of building systems and controls.
     2




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IncreaseApril 30,
    
    (Decrease)2008
    
    2007
    
    Amount
    
    PercentBPE(1)
    
    $
    7,171,000
    
    
    $
    9,368,000
    
    
    $
    (2,197,000
    )
    
    
    (23
    )Real Estate(2)
    
    
    3,071,000
    
    
    
    3,866,000
    
    
    
    (795,000
    )
    
    
    (21
    )Less: Intersegment Eliminations(3)
    
    
    (581,000
    )
    
    
    (564,000
    )
    
    
    (17,000
    )
    
    
    3Total Backlog
    
    $
    9,661,000
    
    
    $
    12,670,000
    
    
    $
    (3,009,000
    )
    
    
    (24
    )
 (1)
    
    The decrease in BPE backlog of approximately $2,197,000 or 23%, was primarily due to:
 (a)
    
    a decrease of approximately $2,038,000 in infrastructure upgrade and energy savings
projects that primarily related to customer
delays; and(b)
    
    a decrease of approximately $583,000 in energy
management services;offset by:(c)
    
    an increase of approximately $424,000 in building productivity products and services.
 The Company estimates that the BPE backlog at April 30, 2008, will be fully recognized as
revenue prior to April 30, 2009, with the exception of approximately $674,000 or 9.4%, primarily
because certain energy management services contract terms extend longer than one year.Backlog amounts include some contracts that can be cancelled with less than one years notice,
and assumes cancellation provisions will not be invoked. The amount of such cancelled contracts
included in the prior years backlog was approximately $208,000 or 2%.
 (2)
    
    The decrease in Real Estate backlog of approximately $795,000 or 21%, was primarily due to:
 (a)
    
    the inclusion in the fiscal 2007 backlog of rental revenues of approximately $304,000
generated by the Companys former leaseback
shopping center located in Jacksonville, Florida, as this property was subsequently sold; and(b)
    
    the inclusion in fiscal 2007 backlog of rental revenues of approximately $547,000 related
to the expiration in January 2008 of a third
party lease at the Companys headquarters building in Atlanta, Georgia;offset by:(c)
    
    higher rental revenues of approximately $56,000 related to successful leasing activities
at the Companys headquarters building
and the other properties.
 (3)
    
    Represents rental income at the Companys headquarters building to be paid to the Real Estate
Segment over the next twelve months
by the Parent Company and the BPE Segment.Other than as noted above, the Company estimates that the Real Estate backlog at April 30, 2008,
will be recognized prior to April 30, 2009. No assurance can be given as to future backlog
levels or whether the Company will actually realize earnings from revenues that result from the
backlog at April 30, 2008.
 3




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(continued)
 REGULATION
  EXECUTIVE OFFICERS OF THE REGISTRANT
  Alan R. Abrams(53)
    
    Officer since 1988
  Rick A. Paternostro(38)
    
    Officer since 2000
  Melinda S. Garrett(52)
    
    Officer since 1990
  J. Andrew Abrams(48)
    
    Officer since 1988
  M. Todd Jarvis(42)
    
    Officer since 2004
   
 ITEM 1A. RISK FACTORS
  Risks Related to the Company
 The Companys business depends on the success of its relatively new building performance
efficiency offerings. If the Company fails to grow these offerings, its prospects could be
adversely affected.
   4




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
    
    the ability to add new products and services to the BPE Segment, and the ability to keep current products and
services competitive;
    
    the ability to make profitable business acquisitions and the ability to integrate such acquired businesses into existing
operations;
    
    the hiring, training and retention of qualified personnel;
    
    the establishment of new relationships or expansion of existing relationships with customers and suppliers; and
    
    the availability of capital.
  The Company is redeploying a portion of its capital previously invested in the Real Estate Segment
to grow the BPE Segment. The Company cannot guarantee that the return, if any, on investing these
resources in the new segment will exceed the return that might otherwise be achievable from the
Real Estate Segment.
   In recent years, net earnings have been driven significantly by capital gains from sales of real
estate income-producing properties. Without such capital gains recurring in the future, the
Company might not be profitable.
   If the Company cannot find suitable business acquisition candidates or integrate completed
business acquisitions successfully, its prospects could be adversely affected.
  5




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(continued)
   The Company is dependent upon key personnel and the loss of any such key personnel could adversely
impair the Companys ability to conduct its business. In addition, the implementation of the
Companys growth strategy will require the addition of suitable personnel.
   The Company is subject to changing regulations regarding corporate governance and required public
disclosure that have increased both the costs of compliance and the risks of noncompliance. As a
small public company, these costs of compliance may affect the Company disproportionately as
compared with larger competitors.
     Risks Related to the Companys BPE Segment
 Failure to adequately expand the BPE Segments sales force may impede its growth.
  6




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As more of the BPE Segments sales efforts are targeted at larger enterprise customers, its sales
cycle may become longer and more expensive, it may encounter pricing pressure and implementation
challenges, and the Company may have to delay revenue recognition with respect to certain sales to
these customers, all of which could harm the BPE Segments business.
  A portion of the BPE Segments revenues are derived from fixed price contracts, which could result
in losses on some contracts.
  The BPE Segment often utilizes subcontractors in performing services or completing projects, whose
potential unavailability or unsatisfactory performance could have a material adverse effect on the
Companys business.
  The Company could be exposed to environmental liability related to the disposal of hazardous
materials.
  7




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(continued)
 If the BPE Segments security measures were breached, and as a result unauthorized access is
obtained to a customers data, the offerings of the BPE Segment could be perceived as not being
sufficiently secure, customers might curtail or stop using the BPE Segments products and services,
and the BPE Segment could incur significant losses and liabilities.
  The BPE Segment is dependent on the assistance of its customers to complete projects on a timely
basis. If a customer were unable or unwilling to offer assistance, it could affect project
timelines and reduce or slow the collection of energy savings revenues.
  Risks Related to the Companys Real Estate Segment
  The market for purchasing and leasing of commercial real estate is affected by general economic and
market risks.
  
    
    Changes in the national, regional and local economic climate;
    
    Local conditions such as an oversupply of properties or a reduction in demand for properties;
    
    The attractiveness of the properties to prospective tenants;
    
    Competition from other available properties;
    
    Changes in market rental rates; and
    
    The need to periodically repair, renovate and re-lease space.
  8




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The Companys commercial properties could be subject to uninsured losses and condemnation costs.
  Compliance with environmental laws could adversely affect the Company.
  Any failure to sell income-producing properties on a timely basis could adversely affect the
Companys results of operations.
  The Company might not be able to refinance its income-producing properties on a timely basis or on
acceptable terms.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  9




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(continued)
 
 ITEM 2. PROPERTIES
   OWNED SHOPPING CENTERS
  Percentage
    
    
    
    
    
    
    
    
    
    
    
    
    
    Principalof Square
    
    Calendar
    
    
    
    
    
    
    
    
    
    Amount ofLeasable
    
    Footage
    
    Year(s)
    
    
    
    
    
    Debt
    
    DebtSquare
    
    Leased as of
    
    Placed in
    
    Rental
    
    Service
    
    OutstandingFeet in
    
    April 30,
    
    Service by
    
    Income
    
    Payments
    
    as of April 30,Location
    
    Acres
    
    Building(s)
    
    2008
    
    Company
    
    2008
    
    2008(1)
    
    2008(2)11459 Old Nashville Hwy
    
    
    8.0
    
    
    
    51,925
    
    
    
    95
    
    
    
    2006
    
    
    $
    540,670
    
    
    $
    281,271
    
    
    $
    4,078,566Smyrna, TN(3)8102 Blanding Blvd
    
    
    18.8
    
    
    
    174,220
    
    
    
    98
    
    
    
    1999
    
    
    $
    1,689,939
    
    
    $
    610,238
    
    
    $
    7,232,409Jacksonville,
FL(4)
 (1)
    
    Includes principal, if applicable, and interest.(2)
    
    The Companys liability for repayment is limited to its interest in the respective mortgaged
properties by exculpatory provisions.(3)
    
    Acquired by the Company in August 2006 and originally developed by others in 1998.(4)
    
    Acquired by the Company in 1999 and originally developed by third parties in 1985.
   Lease
    
    OptionsSquare
    
    Expiration
    
    toAnchor Tenant(1)
    
    Location
    
    Footage
    
    Date
    
    RenewHarbor Freight Tools
    
    Jacksonville, FL
    
    
    15,700
    
    
    
    2012
    
    
    4 for 5 years eachPublix(2)
    
    Jacksonville, FL
    
    
    85,560
    
    
    
    2010
    
    
    6 for 5 years eachOffice Depot
    
    Jacksonville, FL
    
    
    22,692
    
    
    
    2008
    
    
    2 for 5 years eachFood Lion
    
    Smyrna, TN
    
    
    33,000
    
    
    
    2019
    
    
    4 for 5 years each
 (1)
    
    A tenant is considered to be an Anchor Tenant if it leases 12,000 square feet or more for an
initial lease term of five (5) years or more.(2)
    
    Publix has subleased the premises to Floor and Decor Outlets, but remains liable under the
lease until the lease expires.
   10




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OWNED
OFFICE PROPERTIES
  Percentage
    
    
    
    
    
    
    
    
    
    
    
    
    
    Principalof Square
    
    Calendar
    
    
    
    
    
    
    
    
    
    Amount ofLeasable
    
    Footage
    
    Year(s)
    
    
    
    
    
    Debt
    
    DebtSquare
    
    Leased as of
    
    Placed in
    
    Rental
    
    Service
    
    OutstandingFeet in
    
    April 30,
    
    Service by
    
    Income
    
    Payments
    
    as of April 30,Location
    
    Acres
    
    Building(s)
    
    2008
    
    Company
    
    2008
    
    2008(1)
    
    2008(2)246 Bullsboro Dr.
    
    
    1.35
    
    
    
    21,000
    
    
    
    91
    
    
    
    2007
    
    
    $
    428,520
    
    
    $
    196,404
    
    
    $
    3,200,000Newnan, GA(3)1945 The Exchange
    
    
    3.12
    
    
    
    65,880
    
    
    
    54
    
    
    
    1997
    
    
    $
    1,165,216
    
    
    $
    443,526
    
    
    $
    4,443,654Atlanta, GA(4)
 (1)
    
    Includes principal, if applicable, and interest.(2)
    
    The Companys liability for repayment is limited to its interest in the respective mortgaged
properties by exculpatory provisions.(3)
    
    Acquired by the Company in March 2007, originally developed in 1983 by others, and completely
renovated in 2006 by others.(4)
    
    Includes the Companys corporate headquarters building of which the Company leases
approximately 25,928 square feet. Rental
income includes $628,723 of intercompany rent at a competitive rate recognized by the Company and
its operating segments. The
building was originally developed by others in 1974, and was acquired and re-developed by the
Company in 1997.
   Lease
    
    OptionsSquare
    
    Expiration
    
    toAnchor Tenant(1)
    
    Location
    
    Footage
    
    Date
    
    RenewServidyne, Inc.(2)
    
    Atlanta, GA
    
    
    25,928
    
    
    
    2012
    
    
    NoneERA United Realty
    
    Newnan, GA
    
    
    13,286
    
    
    
    2014
    
    
    2 for 5 years each
 (1)
    
    A tenant is considered to be an Anchor Tenant if it leases 12,000 square feet or more for an
initial lease term of five (5) years or more.(2)
    
    The Company leases its corporate headquarters office space from the Real Estate Segment.
  LEASEBACK
SHOPPING CENTER
    Square
    
    Calendar Years
    
    Rental
    
    RentFeet in
    
    Placed in Service
    
    Income
    
    ExpenseLocation
    
    Acres
    
    Building
    
    by Company
    
    2008
    
    2008Davenport, IA
    
    
    10.0
    
    
    
    84,180
    
    
    
    1977
    
    
    $
    255,308
    
    
    $
    105,203
  11




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(continued)
 REAL
ESTATE HELD FOR FUTURE DEVELOPMENT, LEASE OR SALE
  Calendar YearDevelopment
    
    Intendedlocation
    
    Acres
    
    Completed
    
    Use(1)Mundy Mill Road
    
    
    3.474
    
    
    
    1987
    
    
    Commercial development pads or up to three outlotsOakwood, GA(2)North Cleveland Avenue
    
    
    0.73
    
    
    
    1993
    
    
    One outlotNorth Ft. Myers, FL
 (1)
    
    Outlot as used herein refers to a small parcel of land platted separately from a shopping
center parcel. An outlot is generally sold to,
leased to, or developed as a fast-food restaurant, bank, small retail shops, or for other
commercial uses.(2)
    
    Approximately 1.8 acres of undeveloped land was deeded in lieu of condemnation at a gain in
March 2008. This portion of the
property is not included above.
   
 ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  12




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ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Dividends PaidMarket Prices(1)
    

Per Share(1)Fiscal 2008
    
    Fiscal 2007
    

2008
    
    2007High
    
    Low
    
    High
    
    LowTrade
    
    Trade
    
    Trade
    
    TradeFirst Quarter
    
    $
    6.28
    
    
    $
    3.95
    
    
    $
    4.40
    
    
    $
    3.81
    
    
    $
    0.034
    
    
    $
    0.034Second Quarter
    
    
    6.42
    
    
    
    4.08
    
    
    
    4.08
    
    
    
    3.67
    
    
    
    0.034
    
    
    
    0.034Third Quarter
    
    
    6.19
    
    
    
    5.44
    
    
    
    5.69
    
    
    
    3.73
    
    
    
    0.034
    
    
    
    0.034Fourth Quarter
    
    
    6.19
    
    
    
    3.73
    
    
    
    5.20
    
    
    
    4.00
    
    
    
    0.034
    
    
    
    0.034
 (1)
    
    Adjusted for stock dividend.
    13




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(continued)
 
 ITEM 6. SELECTED FINANCIAL DATA
  Years Ended April 30,
    
    2008
    
    2007
    
    2006
    
    2005
    
    2004Net Earnings (Loss)(1)
    
    $
    1,335,562
    
    
    $
    966,626
    
    
    $
    525,766
    
    
    $
    1,897,054
    
    
    $
    (2,105,227
    )Net LossContinuing Operations
    
    $
    (1,160,542
    )
    
    $
    (1,148,405
    )
    
    $
    (424,508
    )
    
    $
    (1,439,570
    )
    
    $
    (2,840,901
    )Net EarningsDiscontinued Operations
    
    $
    2,496,104
    
    
    $
    2,115,031
    
    
    $
    950,274
    
    
    $
    3,336,624
    
    
    $
    735,674Net Earnings (Loss) Per Share(1)(3)
    
    $
    .36
    
    
    $
    .26
    
    
    $
    .14
    
    
    $
    .51
    
    
    $
    (.61
    )Net Loss Per ShareContinuing Operations(3)
    
    $
    (.31
    )
    
    $
    (.31
    )
    
    $
    (.11
    )
    
    $
    (.39
    )
    
    $
    (.82
    )Net Earnings Per ShareDiscontinued Operations(3)
    
    $
    .67
    
    
    $
    .57
    
    
    $
    .26
    
    
    $
    .90
    
    
    $
    .21Consolidated RevenuesContinuing Operations
    
    $
    19,733,041
    
    
    $
    17,266,341
    
    
    $
    16,317,806
    
    
    $
    11,748,338
    
    
    $
    9,747,110Consolidated RevenuesReclassified to Discontinued Operations(2)
    
    $
    
    
    
    $
    5,833,985
    
    
    $
    8,425,381
    
    
    $
    15,304,622
    
    
    $
    53,700,046Weighted Average Shares
Outstanding at Year-End(3)
    
    
    3,711,659
    
    
    
    3,707,217
    
    
    
    3,708,797
    
    
    
    3,703,749
    
    
    
    3,469,845Cash Dividends Paid Per Share(3)
    
    $
    .14
    
    
    $
    .14
    
    
    $
    .14
    
    
    $
    .29
    
    
    $
    .14Shareholders Equity
    
    $
    22,466,378
    
    
    $
    21,460,211
    
    
    $
    20,946,748
    
    
    $
    20,913,411
    
    
    $
    19,997,527Shareholders Equity Per Share(3)
    
    $
    6.05
    
    
    $
    5.79
    
    
    $
    5.65
    
    
    $
    5.93
    
    
    $
    5.76Working Capital
    
    $
    13,769,470
    
    
    $
    5,713,582
    
    
    $
    8,352,086
    
    
    $
    9,792,866
    
    
    $
    6,971,814Depreciation and AmortizationContinuing Operations(4)
    
    $
    1,506,618
    
    
    $
    1,317,905
    
    
    $
    929,851
    
    
    $
    1,011,234
    
    
    $
    1,187,213Total Assets
    
    $
    52,315,550
    
    
    $
    57,393,421
    
    
    $
    52,410,256
    
    
    $
    48,592,810
    
    
    $
    53,190,059Income-Producing Properties and
Property and Equipment, net(5)
    
    $
    22,585,309
    
    
    $
    22,459,873
    
    
    $
    14,011,977
    
    
    $
    13,884,382
    
    
    $
    13,740,419Income-Producing Properties and
Property and Equipment, netReclassified to
Discontinued Operations(2)
    
    $
    
    
    
    $
    10,334,044
    
    
    $
    7,548,794
    
    
    $
    11,365,490
    
    
    $
    16,493,728Long-Term Debt(6)
    
    $
    19,708,769
    
    
    $
    19,086,723
    
    
    $
    13,416,512
    
    
    $
    13,636,640
    
    
    $
    12,617,914Long-Term DebtReclassified to
Discontinued Operations(2)
    
    $
    
    
    
    $
    6,052,018
    
    
    $
    7,873,030
    
    
    $
    11,717,967
    
    
    $
    14,793,739Total Liabilities
    
    $
    29,849,172
    
    
    $
    35,933,210
    
    
    $
    31,463,508
    
    
    $
    28,813,171
    
    
    $
    34,319,379Variable Rate Debt(6)(7)
    
    $
    870,000
    
    
    $
    3,400,000
    
    
    $
    930,000
    
    
    $
    1,000,000
    
    
    $
    1,000,000Return on Average Shareholders Equity(1)
    
    
    6.1
    %
    
    
    4.6
    %
    
    
    2.5
    %
    
    
    9.3
    %
    
    
    (10.2
    )%
 (1)
    
    Includes continuing operations, discontinued operations, and extraordinary items, if any.(2)
    
    Includes amounts previously reported as continuing operations that have been reclassified to
discontinued operations in accordance with SFAS 144.(3)
    
    Adjusted for stock dividend.(4)
    
    Depreciation and amortization for certain sold income-producing properties have been
reclassified as discontinued operations and, therefore, are not included for all periods presented.(5)
    
    Does not include property held for sale, real estate held for future development or sale, or
sold income-producing properties that have been reclassified as assets of discontinued operations.(6)
    
    Does not include mortgage debt associated with discontinued
operations.(7)
    
    Includes short-term and long-term debt.
 14




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 INTRODUCTION
   RESULTS OF OPERATIONS
   
 CHART A  (Dollars in Thousands)
 Years Ended
    
    
    
    
    
    
    
    
    
    Years Ended
    
    
    
    
    
    IncreaseApril 30,
    
    Increase
    
    April 30,
    
    
    
    
    
    (Decrease)2008
    
    2007
    
    Amount
    
    Percent
    
    2007
    
    2006
    
    Amount
    
    PercentBPE(1)
    
    $
    14,249
    
    
    $
    12,829
    
    
    $
    1,420
    
    
    
    11
    
    
    $
    12,829
    
    
    $
    11,612
    
    
    $
    1,217
    
    
    
    10Real Estate(2)
    
    
    5,060
    
    
    
    4,099
    
    
    
    961
    
    
    
    23
    
    
    
    4,099
    
    
    
    4,209
    
    
    
    (110
    )
    
    
    (3
    )Total
    
    $
    19,309
    
    
    $
    16,928
    
    
    $
    2,381
    
    
    
    14
    
    
    $
    16,928
    
    
    $
    15,821
    
    
    $
    1,107
    
    
    
    7
 (1)
    
    In the current year, fiscal 2008, BPE revenues increased by approximately $1,420,000 or 11%,
compared to the same period in fiscal 2007, primarily due to:
 a)
    
    an increase in revenues related to energy management services of approximately $524,000 or
29%;b)
    
    an increase in revenues related to infrastructure upgrades and energy saving projects of
approximately $463,000 or 6%; andc)
    
    an increase in revenues related to building productivity products and services of
approximately $433,000 or 30%.
 In the prior year, fiscal 2007, BPE revenues increased by approximately $1,217,000 or 10%,
compared to the same period in fiscal 2006, primarily due to:
 a)
    
    an increase in revenues related to energy management services of approximately $681,000
or 60%;b)
    
    an increase in revenues related to building productivity products and services of
approximately $317,000 or 17%; andc)
    
    an increase in revenues related to infrastructure upgrades and energy saving projects of
approximately $219,000 or 3%.
 (2)
    
    In the current year, fiscal 2008, Real Estate revenues increased by approximately $961,000 or
23%, compared to the same period in fiscal 2007, primarily due to:
 a)
    
    one-time revenues of approximately $1,553,000 generated by the sale of the Companys
leaseback shopping center located in Jacksonville, Florida, in July 2007; andb)
    
    an increase in rental revenues of approximately $450,000 from the Companys owned shopping
center located in Smyrna, Tennessee, which was acquired in July 2006, and from the Companys owned
office building located in Newnan, Georgia, which was acquired in March 2007;partially offset by:c)
    
    a decrease in leaseback income of approximately $485,000 as a result of the sale of the
Companys leaseback shopping center located in Jacksonville, Florida, which was sold in July 2007,
and the sale of the Companys leaseback shopping center located in Richfield, Minnesota, which was
sold in March 2007;d)
    
    a decrease in leaseback income of approximately $207,000 as a result of the sale of the
Companys owned shopping center located in Orange Park, Florida, which was sold in July 2007; and
 15




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##### Table of Contents



(continued)
 e)
    
    a decrease in rental income of approximately $189,000, primarily as a result of the
expiration of an anchor tenant lease in January 2008 at the Companys headquarters building
located in Atlanta, Georgia.
 In the prior year, fiscal 2007, Real Estate revenues decreased by approximately $110,000 or 3%,
compared to the same period in fiscal 2006, primarily due to:
 a)
    
    one-time revenues of $425,000 generated by the sale of the Companys leaseback shopping
center located in Bayonet Point, Florida, which was sold in April 2006;b)
    
    an associated decrease in leaseback rental income of approximately $341,000 as a result of
the sales of the Companys leaseback shopping centers mentioned in (a) above and (c) below;partially offset by:c)
    
    one-time revenues of $150,000 generated by the sale of the Companys leaseback shopping
center located in Richfield, Minnesota, which was sold in March 2007;d)
    
    an increase in rental revenue of approximately $519,000 from the Companys owned shopping
center located in Smyrna, Tennessee, which was acquired in July 2006, and from the Companys owned
office building located in Newnan, Georgia, which was acquired in March 2007.
   
 CHART B  (Dollars in Thousands)
 Percent ofSegment Revenuesfrom ContinuingYears Ended
    
    Operations for YearsApril 30,
    
    Ended April 30,2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006BPE(1)
    
    $
    9,540
    
    
    $
    8,142
    
    
    $
    6,736
    
    
    
    67
    
    
    
    63
    
    
    
    58Real Estate(2)
    
    
    2,225
    
    
    
    2,439
    
    
    
    2,618
    
    
    
    44
    
    
    
    60
    
    
    
    62Total
    
    $
    11,765
    
    
    $
    10,581
    
    
    $
    9,354
    
    
    
    61
    
    
    
    63
    
    
    
    59
 (1)
    
    On a dollar basis, BPE costs and expenses increased by approximately $1,398,000 or 17% for
fiscal 2008, compared to the same period in fiscal 2007, primarily as a result of the corresponding
increase in revenues and from changes in the mix of services and products.In the current year, fiscal 2008, BPE costs and expenses as a percentage of revenues increased by
4%, compared to the same period in fiscal 2007, primarily due to:
 a)
    
    the recognition of approximately $454,000 in revenue from a consulting services contract
in the fourth quarter of fiscal 2007 that had no associated costs and expenses; andb)
    
    changes in the mix of services and products.
 In the prior year, fiscal 2007, BPE costs and expenses, as a percentage of revenues, increased by
5%, compared to the same period in fiscal 2006, primarily due to:
 a)
    
    increased costs associated with the conversion of customers to the Companys Web/wireless
building productivity software solutions and the amortization of capitalized software costs; andb)
    
    the recognition of costs related to one infrastructure upgrade and energy savings project
that had a lower gross margin compared to other such jobs.
 (2)
    
    In the current year, fiscal 2008, costs and expenses on a dollar basis decreased by
approximately $214,000 or 9%, compared to the same period in fiscal 2007, primarily due to:
 a)
    
    the absence of lease costs of approximately $228,000 as a result of the sale of the
Companys leaseback shopping center located in Jacksonville, Florida, which was sold in July 2007;b)
    
    the absence of lease costs of approximately $213,000 as a result of the sale of the
Companys leaseback shopping center located in Richfield, Minnesota, which was sold in March 2007;
andc)
    
    the absence of lease costs of approximately $193,000 as a result of the sale of the
Companys leaseback shopping center located in Orange Park, Florida, which was sold in July 2007;partially offset by:d)
    
    an increase in rental operating costs of approximately $182,000 from the Companys owned
office building located in Newnan, Georgia, which was acquired in March 2007;e)
    
    one-time costs of approximately $94,000 associated with the sale of the Companys leaseback
shopping center located in Jacksonville, Florida, in July 2007; andf)
    
    an increase in property operating expenses of approximately $74,000, primarily related to
leasing efforts for the Companys headquarters building located in Atlanta, Georgia.
 16




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##### Table of Contents



In the prior year, fiscal 2007, costs and expenses on a dollar basis decreased by approximately
$179,000 or 7%, compared to the same period in fiscal 2006, primarily due to:
 a)
    
    the absence of lease costs of approximately $288,000 as a result of the sale of the
Companys leaseback shopping center located in Bayonet Point, Florida, which was sold in April
2006;b)
    
    the reduction of lease costs of approximately $89,000, pursuant to a lease agreement
provision for the Companys leaseback shopping center located in Davenport, Iowa;c)
    
    the reduction of lease costs of approximately $46,000 as a result of the sale of the Companys
leaseback shopping center located in Richfield, Minnesota, which was sold in March 2007;partially offset by:d)
    
    an increase in rental operating costs and expenses of approximately $304,000 as a result
of the acquisition in July 2006 of the Companys owned shopping center located in Smyrna,
Tennessee.
   
 CHART C  (Dollars in Thousands)
 Percent ofSegment RevenuesYears Ended
    
    For Years EndedApril 30,
    
    April 30,2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006BPE(1)
    
    $
    5,068
    
    
    $
    4,645
    
    
    $
    4,417
    
    
    
    36
    
    
    
    36
    
    
    
    38Real Estate(2)
    
    
    797
    
    
    
    815
    
    
    
    973
    
    
    
    16
    
    
    
    20
    
    
    
    23Parent(3)
    
    
    3,272
    
    
    
    3,732
    
    
    
    3,297
    
    
    
    17
    
    
    
    22
    
    
    
    21Total
    
    $
    9,137
    
    
    $
    9,192
    
    
    $
    8,687
    
    
    
    47
    
    
    
    54
    
    
    
    55
 (1)
    
    In the current year, fiscal 2008, BPE SG&A expenses on a dollar basis increased by
approximately $423,000 or 9%, compared to the same period in fiscal 2007, primarily due to higher
sales and marketing expenses.In the prior year, fiscal 2007, BPE SG&A expenses as a percentage of revenues decreased by 2%,
compared to the same period in fiscal 2006, primarily because the increase in revenues did not
result in a corresponding proportional increase in SG&A expenses.In the prior year, fiscal 2007, BPE SG&A expenses on a dollar basis increased by approximately $228,000 or 5%, compared to the
same period of fiscal 2006, primarily due to higher sales and marketing expenses.(2)
    
    In the prior year, fiscal 2007, Real Estate SG&A expenses on a dollar and percentage basis
declined by approximately $158,000 or 16%, compared to the same period in fiscal 2006, primarily
due to:
 a)
    
    a decrease of approximately $77,000 in personnel related costs;b)
    
    a decrease in operating expenses of approximately $64,000 related to the Companys real
estate held for sale or future development; andc)
    
    a decrease in legal fees of approximately $20,000.
 (3)
    
    In the current year, fiscal 2008, SG&A expenses on a dollar and percentage basis decreased by
approximately $460,000 or 12%, compared to the same period in fiscal 2007, as a result of:
 a)
    
    a decrease in consulting expenses of approximately $298,000 related to the prior years
sales and marketing efforts;b)
    
    a decrease in the Companys incentive compensation expenses, pursuant to the terms of the
Companys cash incentive compensation plan, of approximately $90,000; andc)
    
    a one-time, non-cash charge of approximately $155,000 in fiscal 2007 for the settlement of
a life insurance policy related to the death of a former officer and director of the Company;partially offset by:d)
    
    an increase in consulting fees of approximately $73,000, primarily as a result of the
implementation of the Information Technology portion of the Sarbanes Oxley Act of 2002 and the
adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainties in Income Taxes.
 17




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##### Table of Contents



(continued)
 In the prior year, fiscal 2007, SG&A expenses on a dollar and percentage basis increased by
approximately $435,000 or 13%, compared to the same period in fiscal 2006, as a result of:
 a)
    
    an increase in consulting fees of approximately $111,000 primarily related to higher sales and
marketing expenses;b)
    
    an increase in incentive compensation costs of approximately $212,000 due to the successful
achievement of Company-wide earnings and performance goals in fiscal 2007;c)
    
    an increase in legal fees of approximately $128,000; andd)
    
    a one-time, non-cash charge
in the fourth quarter of fiscal 2007 of approximately $155,000 for the settlement of a life
insurance policy related to the death of a former officer and director of the Company.
 INTEREST COSTS
  ACQUISITIONS
 Fiscal 2008
  Fiscal 2007
    Fiscal 2006
  GAINS ON SALE OF REAL ESTATE HELD FOR SALE OR FUTURE DEVELOPMENT
 Fiscal 2008
  Fiscal 2007
   18




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##### Table of Contents



Fiscal 2006
     DISCONTINUED OPERATIONS
 Fiscal 2008
   Fiscal 2007
  Fiscal 2006
  OTHER DISPOSITIONS
 Fiscal 2008
  Fiscal 2007
  19




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##### Table of Contents



(continued)
  Fiscal 2006
  LIQUIDITY AND CAPITAL RESOURCES
   a)
    
    the increase in BPE accounts receivable, costs and earnings in excess of billings and other
current assets of approximately $1,167,000, primarily due to the higher level of revenues, the
timing of billings, and the receipt of payments; andb)
    
    current-year losses from continuing operations of approximately $766,000;partially offset by:c)
    
    a net increase in BPE trade accounts payable, accrued expenses, other liabilities and
billings in excess of costs and earnings of approximately $87,000, due to the timing and submission
of payments;
  a)
    
    the deposit with a qualified intermediary of cash proceeds of approximately $3,471,000
generated from the sale of the Companys owned office park in Marietta, Georgia, for the intended
purpose of purchasing a replacement property to qualify the sale for tax deferral under Internal
Revenue Code Section 1031. The Company elected not to purchase a replacement property and the
proceeds were released to the Company in June 2008;b)
    
    additions to income-producing properties of approximately $733,000, primarily related to tenant
and building improvements;c)
    
    additions to intangible assets of approximately $270,000, primarily related to development of
enhancements to BPEs proprietary building productivity software solutions; andd)
    
    additions to property and equipment of approximately $182,000;partially offset by:e)
    
    cash proceeds of approximately $852,000 generated by the conveyance, in lieu of
condemnation, of a portion of the Companys undeveloped land located in Oakwood, Georgia, which was
transferred in March 2008.
  a)
    
    scheduled principal payments on mortgage notes and other long-term debt of approximately
$557,000;b)
    
    costs of approximately $57,000 related to the refinancing of a long-term mortgage in the
Real Estate Segment; andc)
    
    payments of the regular quarterly cash dividends to shareholders of approximately $509,000;partially offset by:d)
    
    net proceeds of approximately $700,000 from the placement of the permanent mortgage loan of
$3,200,000 on the Companys office building located in Newnan, Georgia, which replaced the interim
loan of $2,500,000; ande)
    
    proceeds of $51,000 from the exercise of stock options.
    Secured Letter of Credit
  20




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##### Table of Contents



Repurchases of Common Stock
  CONTRACTUAL OBLIGATIONS
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    1 Year
    
    13 Years
    
    35 Years
    
    5 YearsMortgage notes payable(1)
    
    $
    25,907,876
    
    
    $
    1,578,803
    
    
    $
    3,175,195
    
    
    $
    2,713,078
    
    
    $
    18,440,800Operating leases(2)
    
    
    482,180
    
    
    
    105,203
    
    
    
    210,406
    
    
    
    166,571
    
    
    
    Other long-term debt(3)
    
    
    1,789,161
    
    
    
    402,043
    
    
    
    456,180
    
    
    
    930,938
    
    
    
    Total
    
    $
    28,179,217
    
    
    $
    2,086,049
    
    
    $
    3,841,781
    
    
    $
    3,810,587
    
    
    $
    18,440,800
 (1)
    
    Regularly scheduled principal amortization and interest payments and final payments due upon
maturity. In computing interest expense, the Company used the applicable contractual rate. All of
the mortgage notes payable are fixed rate debt instruments. The Companys liability for repayment
of each of these mortgages is limited by exculpatory provisions to its interest in the respective
mortgaged properties.(2)
    
    Future minimum rental payments on the leaseback shopping center. The Companys liability for
payment under this lease is limited to its interest in the leaseback.(3)
    
    In computing interest expense related to variable rate debt, a coupon rate of 6.5% (prime rate
at April 30, 2008, plus 1.5%) was used for all periods, and for fixed rate debt, the applicable
contractual rate was used for all periods.
 EFFECTS OF INFLATION ON REVENUES AND OPERATING PROFITS
    CRITICAL ACCOUNTING POLICIES
  21




---



##### Table of Contents



(continued)
  Revenue Recognition, Revenue Arrangements with Multiple
Deliverables.
     22




---



##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived Assets,
  Accounting for Uncertainties in Income Taxes,
 Business Combinations Business Combinations.
 23




---



##### Table of Contents



(continued)
  Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an amendment of FASB Statement No. 115.
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
    24




---



##### Table of Contents



Share-Based Payment,
 
 
 25




---



##### Table of Contents



Internal
ControlIntegrated Framework.
  26




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##### Table of Contents



April 30,2008
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents (Note 3)
    
    $
    8,382,947
    
    
    $
    5,662,894Restricted cash (Note 3)
    
    
    3,470,700
    
    
    
    Receivables:Trade accounts and notes, net of allowance for doubtful accounts of
$33,196 in 2008, and $10,104 in 2007
    
    
    1,610,846
    
    
    
    1,382,081Contracts, net of allowance for doubtful accounts of $93,811 in 2008,
and $4,609 in 2007, including retained amounts of $91,357 in 2008,
and $200,447 in 2007 (Note 5)
    
    
    1,998,077
    
    
    
    830,080Costs and earnings in excess of billings (Note 5)
    
    
    275,754
    
    
    
    265,540Assets of discontinued operations
    
    
    
    
    
    
    252,311Deferred income taxes (Note 10)
    
    
    750,488
    
    
    
    443,030Other (Note 2)
    
    
    1,011,304
    
    
    
    1,363,663Total Current Assets
    
    
    17,500,116
    
    
    
    10,199,599INCOME-PRODUCING PROPERTIES, net (Notes 6 and 8)
    
    
    21,773,409
    
    
    
    21,626,985PROPERTY AND EQUIPMENT, net (Note 7)
    
    
    811,900
    
    
    
    832,888ASSETS OF DISCONTINUED OPERATIONS (Note 4)
    
    
    
    
    
    
    10,903,560OTHER ASSETS:Real estate held for future development or sale
    
    
    853,109
    
    
    
    1,124,850Intangible assets, net (Note 17)
    
    
    3,222,125
    
    
    
    3,713,524Goodwill (Note 17)
    
    
    5,458,717
    
    
    
    5,458,717Other (Note 2)
    
    
    2,696,174
    
    
    
    3,533,298Total Assets
    
    $
    52,315,550
    
    
    $
    57,393,421LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Trade and subcontractors payables, including retained amounts of
$54,638 in 2008, and $63,541 in 2007
    
    $
    550,360
    
    
    $
    605,857Accrued expenses
    
    
    1,143,794
    
    
    
    1,078,723Deferred revenue
    
    
    848,197
    
    
    
    709,306Accrued incentive compensation
    
    
    494,000
    
    
    
    584,416Billings in excess of costs and earnings (Note 5)
    
    
    62,559
    
    
    
    219,305Liabilities of discontinued operations (Note 4)
    
    
    
    
    
    
    388,620Current maturities of mortgage notes and other long-term debt
    
    
    631,736
    
    
    
    899,790Total Current Liabilities
    
    
    3,730,646
    
    
    
    4,486,017DEFERRED INCOME TAXES (Note 10)
    
    
    5,271,441
    
    
    
    4,233,498LIABILITIES OF DISCONTINUED OPERATIONS (Note 4)
    
    
    
    
    
    
    6,052,018OTHER LIABILITIES
    
    
    1,138,316
    
    
    
    2,074,954MORTGAGE NOTES PAYABLE, less current maturities (Note 8)
    
    
    18,603,769
    
    
    
    17,911,723OTHER LONG-TERM DEBT, less current maturities (Note 9)
    
    
    1,105,000
    
    
    
    1,175,000Total Liabilities
    
    
    29,849,172
    
    
    
    35,933,210COMMITMENTS AND CONTINGENCIES (Notes 8, 9, and 18)SHAREHOLDERS EQUITY:Common Stock, $1 par value; 5,000,000 shares authorized;
3,708,836 issued and 3,539,770 outstanding at April 30, 2008;
3,695,336 issued and 3,527,070 outstanding at April 30, 2007
    
    
    3,708,836
    
    
    
    3,695,336Additional paid-in capital
    
    
    5,045,100
    
    
    
    4,875,160Retained earnings
    
    
    14,511,159
    
    
    
    13,684,779Treasury stock (common shares) of 169,066 in 2008, and 168,266 in 2007
    
    
    (798,717
    )
    
    
    (795,064
    )Total Shareholders Equity
    
    
    22,466,378
    
    
    
    21,460,211Total Liabilities and Shareholders Equity
    
    $
    52,315,550
    
    
    $
    57,393,421
 See accompanying notes to consolidated financial statements.
 27




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##### Table of Contents



Years Ended April 30,2008
    
    2007
    
    2006REVENUES:Building Performance Efficiency (BPE)
    
    $
    14,249,228
    
    
    $
    12,829,553
    
    
    $
    11,611,479Real Estate
    
    
    5,060,045
    
    
    
    4,098,818
    
    
    
    4,209,19019,309,273
    
    
    
    16,928,371
    
    
    
    15,820,669Interest income
    
    
    294,288
    
    
    
    260,708
    
    
    
    180,478Other income
    
    
    129,480
    
    
    
    77,262
    
    
    
    316,659TOTAL REVENUES
    
    
    19,733,041
    
    
    
    17,266,341
    
    
    
    16,317,806COSTS AND EXPENSES:BPE
    
    
    9,539,949
    
    
    
    8,142,049
    
    
    
    6,735,464Real Estate, excluding interest
    
    
    2,225,353
    
    
    
    2,438,852
    
    
    
    2,618,363TOTAL COSTS AND EXPENSES
    
    
    11,765,302
    
    
    
    10,580,901
    
    
    
    9,353,827Selling, general and administrative expenses
    
    
    9,137,012
    
    
    
    9,191,979
    
    
    
    8,686,791Interest expense
    
    
    1,371,171
    
    
    
    1,135,769
    
    
    
    890,169TOTAL OPERATING EXPENSES
    
    
    22,273,485
    
    
    
    20,908,649
    
    
    
    18,930,787GAINS ON SALE OF REAL ESTATE (Note 15), net of costs of sales
of $279,481 in 2008, $1,094,679 in 2007, and $1,895,697 in 2006
    
    
    580,519
    
    
    
    1,880,321
    
    
    
    1,928,290LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
    
    
    (1,959,925
    )
    
    
    (1,761,987
    )
    
    
    (684,691
    )INCOME TAX EXPENSE (BENEFIT) (Note 10):Current
    
    
    15,907
    
    
    
    (20,574
    )
    
    
    46,505Deferred
    
    
    (815,290
    )
    
    
    (593,008
    )
    
    
    (306,688
    )TOTAL INCOME TAX BENEFIT
    
    
    (799,383
    )
    
    
    (613,582
    )
    
    
    (260,183
    )LOSS FROM CONTINUING OPERATIONS
    
    
    (1,160,542
    )
    
    
    (1,148,405
    )
    
    
    (424,508
    )DISCONTINUED OPERATIONS (Note 4):Earnings (loss) from discontinued operations,
adjusted for applicable income tax expense (benefit)
of $11,219, ($27,463), and $56,825, respectively
    
    
    18,305
    
    
    
    (44,809
    )
    
    
    92,716Gain on sale of real estate income-producing properties,
adjusted for applicable income tax expense of $1,518,651,
$1,323,733, and $525,600, respectively
    
    
    2,477,799
    
    
    
    2,159,840
    
    
    
    857,558EARNINGS FROM DISCONTINUED OPERATIONS
    
    
    2,496,104
    
    
    
    2,115,031
    
    
    
    950,274NET EARNINGS
    
    $
    1,335,562
    
    
    $
    966,626
    
    
    $
    525,766NET (LOSS) EARNINGS PER SHARE (Note 13):From continuing operationsbasic and diluted
    
    $
    (.31
    )
    
    $
    (.31
    )
    
    $
    (.11
    )From discontinued operationsbasic and diluted
    
    
    .67
    
    
    
    .57
    
    
    
    .26NET EARNINGS PER SHAREBASIC AND DILUTED
    
    $
    .36
    
    
    $
    .26
    
    
    $
    .14
 See accompanying notes to consolidated financial statements.
 28




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##### Table of Contents



Additional
    
    DeferredCommon Stock
    
    Paid-In
    
    Stock
    
    Retained
    
    TreasuryShares
    
    Amount
    
    Capital
    
    Compensation
    
    Earnings
    
    Stock
    
    TotalBALANCES at April 30, 2005
    
    
    3,357,601
    
    
    $
    3,357,601
    
    
    $
    3,067,982
    
    
    $
    (14,162
    )
    
    $
    15,186,932
    
    
    $
    (684,942
    )
    
    $
    20,913,411Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    525,766
    
    
    
    
    
    
    
    525,766Common Stock issued
    
    
    1,800
    
    
    
    1,800
    
    
    
    6,660
    
    
    
    (8,460
    )
    
    
    
    
    
    
    Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,202
    
    
    
    
    
    
    
    (1,871
    )
    
    
    16,331Stock option exercise
    
    
    732
    
    
    
    732
    
    
    
    2,196
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,928Cash dividends declared
$.14 per share (adjusted for
subsequent stock dividend)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (511,688
    )
    
    
    
    
    
    
    (511,688
    )Stock dividend declared
10% at market value
on date declared
    
    
    335,203
    
    
    
    335,203
    
    
    
    1,726,295
    
    
    
    
    
    
    
    (1,973,934
    )
    
    
    (87,564
    )
    
    
    BALANCES at April 30, 2006
    
    
    3,695,336
    
    
    $
    3,695,336
    
    
    $
    4,803,133
    
    
    $
    (4,420
    )
    
    $
    13,227,076
    
    
    $
    (774,377
    )
    
    $
    20,946,748Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    966,626
    
    
    
    
    
    
    
    966,626Common Stock acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,747
    )
    
    
    (19,747
    )Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    72,027
    
    
    
    4,420
    
    
    
    
    
    
    
    (940
    )
    
    
    75,507Cash dividends declared
$.144 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (508,923
    )
    
    
    
    
    
    
    (508,923
    )BALANCES at April 30, 2007
    
    
    3,695,336
    
    
    $
    3,695,336
    
    
    $
    4,875,160
    
    
    $
    
    
    
    $
    13,684,779
    
    
    $
    (795,064
    )
    
    $
    21,460,211Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335,562
    
    
    
    
    
    
    
    1,335,562Common Stock issued
    
    
    2,500
    
    
    
    2,500
    
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    132,440
    
    
    
    
    
    
    
    
    
    
    
    (3,653
    )
    
    
    128,787Stock option exercise
    
    
    11,000
    
    
    
    11,000
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,000Cash dividends declared
$.144 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (509,182
    )
    
    
    
    
    
    
    (509,182
    )BALANCES at April 30, 2008
    
    
    3,708,836
    
    
    $
    3,708,836
    
    
    $
    5,045,100
    
    
    $
    
    
    
    $
    14,511,159
    
    
    $
    (798,717
    )
    
    $
    22,466,378
 See accompanying notes to consolidated financial statements.
 29




---



##### Table of Contents



Fiscal Year Ended2008
    
    2007
    
    2006Cash flows from operating activities:Net earnings
    
    $
    1,335,562
    
    
    $
    966,626
    
    
    $
    525,766Earnings from discontinued operations, net of tax
    
    
    (2,496,104
    )
    
    
    (2,115,031
    )
    
    
    (950,274
    )Adjustments to reconcile net earnings to net
cash used in operating activities:Gain on sale of real estate
    
    
    (580,519
    )
    
    
    (1,880,321
    )
    
    
    (1,928,291
    )Loss on disposal of assets
    
    
    108,133
    
    
    
    
    
    
    
    17,232Depreciation and amortization
    
    
    1,506,618
    
    
    
    1,317,905
    
    
    
    929,851Mortgage discount
    
    
    (30,000
    )
    
    
    (30,000
    )
    
    
    (30,000
    )Deferred tax benefit
    
    
    (799,383
    )
    
    
    (613,582
    )
    
    
    (260,183
    )Stock compensation expense
    
    
    128,787
    
    
    
    75,507
    
    
    
    16,331Cash surrender value
    
    
    (67,068
    )
    
    
    66,542
    
    
    
    (121,110
    )Straight-line rent
    
    
    15,922
    
    
    
    (38,264
    )
    
    
    (44,568
    )Provision for (recovery of) doubtful accounts, net
    
    
    112,294
    
    
    
    27,152
    
    
    
    (58,740
    )Changes in assets and liabilities, net of effect of acquisitions:Receivables, net of allowance
    
    
    (1,509,056
    )
    
    
    70,575
    
    
    
    301,463Notes receivable
    
    
    
    
    
    
    902,505
    
    
    
    (509,568
    )Costs and earnings in excess of billings
    
    
    (10,214
    )
    
    
    21,284
    
    
    
    25,957Other current assets
    
    
    352,359
    
    
    
    (128,875
    )
    
    
    (99,432
    )Other assets
    
    
    
    
    
    
    (14,003
    )
    
    
    (33,716
    )Trade and subcontractors payable
    
    
    (55,497
    )
    
    
    (70,339
    )
    
    
    (182,750
    )Accrued expenses
    
    
    203,962
    
    
    
    (52,501
    )
    
    
    166,848Accrued incentive compensation
    
    
    (90,416
    )
    
    
    112,797
    
    
    
    (617,750
    )Billings in excess of costs and earnings
    
    
    (156,746
    )
    
    
    7,629
    
    
    
    (314,836
    )Other liabilities
    
    
    185,436
    
    
    
    (59,099
    )
    
    
    (84,887
    )Net cash used in operating activities
    
    
    (1,845,930
    )
    
    
    (1,433,493
    )
    
    
    (3,252,657
    )Cash flows from investing activities:Proceeds from sale of real estate held in escrow
    
    
    
    
    
    
    418,594
    
    
    
    8,272,399Deposit of cash proceeds from sale of real estate held in escrow
    
    
    (3,470,700
    )
    
    
    (3,861,664
    )
    
    
    (3,659,904
    )Proceeds from maturity of held-to-maturity investment
    
    
    
    
    
    
    
    
    
    
    2,000,000Purchase of held-to-maturity investments
    
    
    
    
    
    
    
    
    
    
    (300,000
    )Proceeds from sale of real estate
    
    
    852,260
    
    
    
    2,709,444
    
    
    
    3,245,595Additions to real estate held for sale or future development
    
    
    
    
    
    
    (28,546
    )
    
    
    Additions to income-producing properties
    
    
    (732,833
    )
    
    
    (19,757
    )
    
    
    (459,627
    )Additions to property, equipment and other
    
    
    (181,779
    )
    
    
    (185,989
    )
    
    
    (194,545
    )Additions to intangible assets
    
    
    (269,758
    )
    
    
    (799,149
    )
    
    
    (802,228
    )Acquisition, net of escrowed cash
    
    
    
    
    
    
    (2,260,045
    )
    
    
    Net cash (used in) provided by investing activities
    
    
    (3,802,810
    )
    
    
    (4,027,112
    )
    
    
    8,101,690Cash flows from financing activities:Mortgage proceeds
    
    
    3,200,000
    
    
    
    9,200,000
    
    
    
    Mortgage repayments
    
    
    (2,500,000
    )
    
    
    (2,600,000
    )
    
    
    Debt repayments
    
    
    (556,883
    )
    
    
    (479,904
    )
    
    
    (486,761
    )Repurchase of Common Stock
    
    
    
    
    
    
    (19,747
    )
    
    
    Deferred loan costs paid
    
    
    (57,346
    )
    
    
    (154,497
    )
    
    
    Exercise of stock options
    
    
    51,000
    
    
    
    
    
    
    
    2,928Cash dividends
    
    
    (509,182
    )
    
    
    (508,923
    )
    
    
    (511,688
    )Net cash (used in) provided by financing activities
    
    
    (372,411
    )
    
    
    5,436,929
    
    
    
    (995,521
    )Cash flows from discontinued operations:Operating activities
    
    
    312,588
    
    
    
    785,612
    
    
    
    573,320Investing activities
    
    
    14,616,120
    
    
    
    (54,077
    )
    
    
    5,022,770Financing activities
    
    
    (6,187,504
    )
    
    
    (2,374,770
    )
    
    
    (3,522,442
    )Net cash provided by (used in) discontinued operations
    
    
    8,741,204
    
    
    
    (1,643,235
    )
    
    
    2,073,648Net increase (decrease) in cash and cash equivalents
    
    
    2,720,053
    
    
    
    (1,666,911
    )
    
    
    5,927,160Cash and cash equivalents at beginning of period
    
    
    5,662,894
    
    
    
    7,329,805
    
    
    
    1,402,645Cash and cash equivalents at end of period
    
    $
    8,382,947
    
    
    $
    5,662,894
    
    
    $
    7,329,805Supplemental disclosure of non-cash financing activities:Issuance of Common Stock under 2000 Stock Award Plan
    
    $
    11,189
    
    
    $
    
    
    
    $
    8,460Supplemental schedule of cash flow information:Cash paid during the year for interest
    
    $
    1,519,425
    
    
    $
    2,152,747
    
    
    $
    2,004,677Cash (refunded) paid during the year for income taxes, net
    
    $
    
    
    
    $
    (20,572
    )
    
    $
    141,771
 See accompanying notes to consolidated financial statements.
 30




---



##### Table of Contents



1. ORGANIZATION AND BUSINESS
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 (A) Principles of consolidation and basis of presentation
  Accounting for the Impairment or Disposal of Long-Lived Assets,
 (B) Use of estimates
  (C) Revenue recognition
 Revenue Recognition, Revenue Arrangements with Multiple
Deliverables.
   31




---



##### Table of Contents



(continued)
   (D) Cash and cash equivalents and short-term investments
  (E) Restricted cash
  (F) Income-producing properties and property and equipment
   (G) Real estate held for future development or sale
  (H) Deferred loan costs
  32




---



##### Table of Contents



(I) Impairment of long-lived assets and assets to be disposed of
  (J) Income taxes
  (K) Capitalized computer software
 Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use,
 (L) Goodwill and other intangible assets
  Acquired computer software
    
    3 yearsProprietary BPE software solutions
    
    5 yearsCustomer relationships
    
    5 yearsLease costs
    
    Over the term of the leaseLoan costs
    
    Over the term of the loan
  (M) Derivative instruments and hedging activities
 Accounting for Derivative Instruments and Hedging Activities,
 33




---



##### Table of Contents



(continued)
 (N) Discontinued operations
 Accounting for the Impairment or Disposal of Long-Lived Assets,
 (O) Other current assets
  2008
    
    2007Inventory
    
    $
    359,181
    
    
    $
    284,738Other
    
    
    180,379
    
    
    
    134,215Prepaid real estate taxes
    
    
    156,562
    
    
    
    118,087Deferred costs
    
    
    115,865
    
    
    
    139,052Prepaid insurance
    
    
    79,708
    
    
    
    79,971Prepaid rent
    
    
    52,139
    
    
    
    39,574Deposits
    
    
    42,470
    
    
    
    25,320Prepaid consulting fees
    
    
    25,000
    
    
    
    25,000Cash surrender value of life insurance
    
    
    
    
    
    
    517,706$
    1,011,304
    
    
    $
    1,363,663
 (P) Other assets
  2008
    
    2007Cash surrender value of life insurance
    
    $
    1,200,684
    
    
    $
    1,077,615Deferred executive compensation
    
    
    1,032,145
    
    
    
    1,968,345Short-term investment
    
    
    300,000
    
    
    
    300,000Straight-line rent
    
    
    153,845
    
    
    
    176,838Notes receivable
    
    
    9,500
    
    
    
    10,500$
    2,696,174
    
    
    $
    3,533,298
 (Q) Recent accounting pronouncements
 Accounting for Uncertainties in Income Taxes
 Business Combinations Business Combinations.
 34




---



##### Table of Contents



Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial LiabilitiesIncluding an amendment of FASB Statement No. 115.
 (R) Stock compensation
  Share-Based Payment (revised 2004)
 Accounting for
Stock Issued to Employees. Accounting for Stock-Based Compensation, Accounting for Stock-Based
CompensationTransition and Disclosure,
  Net earnings, as reported
    
    $
    525,766Add: Stock-based compensation
    
    
    25,107Deduct: Total stock-based compensation expense as determined under fair value
based method for all awards, net of related tax effects
    
    
    (113,999
    )Add: Forfeitures, net of related tax effects
    
    
    12,124Pro forma net earnings
    
    $
    448,998Net earnings per share:Basic and dilutedas reported
    
    $
    0.14Basic and dilutedpro forma
    
    $
    0.12
   35




---



##### Table of Contents



(continued)
  Stock Options
  2008
    
    2007
    
    2006Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedOptions
    
    Average
    
    Options
    
    Average
    
    Options
    
    Averageto Purchase
    
    Exercise
    
    to Purchase
    
    Exercise
    
    to Purchase
    
    ExerciseShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    PriceOutstanding at beginning of year
    
    
    595,540
    
    
    $
    4.44
    
    
    
    795,260
    
    
    $
    4.46
    
    
    
    827,539
    
    
    $
    4.45Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,620
    
    
    
    4.55Forfeited
    
    
    (62,370
    )
    
    
    4.43
    
    
    
    (199,720
    )
    
    
    4.51
    
    
    
    (38,093
    )
    
    
    4.35Expired
    
    
    (38,084
    )
    
    
    4.42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (11,550
    )
    
    
    4.42
    
    
    
    
    
    
    
    
    
    
    
    (806
    )
    
    
    3.64Outstanding at end of year
    
    
    483,536
    
    
    
    4.45
    
    
    
    595,540
    
    
    
    4.44
    
    
    
    795,260
    
    
    
    4.46Vested at end of year
    
    
    483,536
    
    
    $
    4.45
    
    
    
    595,540
    
    
    $
    4.44
    
    
    
    795,260
    
    
    $
    4.46
   Number of
    
    Weighted AverageOutstanding
    
    Remainingand Exercisable
    
    ContractualExercise Price
    
    Options
    
    Life (Years)$4.42
    
    
    415,629
    
    
    
    4.50$4.59
    
    
    66,990
    
    
    
    6.90$5.19
    
    
    917
    
    
    
    6.13
  2006Expected life (years)
    
    
    10Dividend yield
    
    
    3.70
    %Expected stock price volatility
    
    
    26
    %Risk-free interest rate
    
    
    4.52
    %
   Stock Appreciation Rights
  2008
    
    2007Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageSARs
    
    Exercise
    
    SARs
    
    ExerciseUnits
    
    Price
    
    Units
    
    PriceOutstanding at beginning of year
    
    
    451,500
    
    
    $
    3.86
    
    
    
    
    
    
    $
    Granted
    
    
    117,600
    
    
    
    5.29
    
    
    
    589,050
    
    
    
    3.87Forfeited
    
    
    (157,500
    )
    
    
    3.91
    
    
    
    (137,550
    )
    
    
    3.90Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    411,600
    
    
    
    4.26
    
    
    
    451,500
    
    
    
    3.86Vested at end of year
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
 36




---



##### Table of Contents



Outstanding
    
    Exercisable
    
    ContractualExercise Price
    
    SARs
    
    SARs
    
    Life (Years)$3.79
    
    
    113,400
    
    
    
    0
    
    
    
    8.61$3.94
    
    
    185,850
    
    
    
    0
    
    
    
    8.16$4.09
    
    
    10,500
    
    
    
    0
    
    
    
    9.02$4.19
    
    
    10,500
    
    
    
    0
    
    
    
    9.12$5.00
    
    
    52,500
    
    
    
    0
    
    
    
    9.99$6.19
    
    
    38,850
    
    
    
    0
    
    
    
    9.42
  2008
    
    2007Expected life (years)
    
    
    7.23
    
    
    
    5.0Dividend yield
    
    
    2.75
    %
    
    
    3.19
    %Expected stock price volatility
    
    
    38.14
    %
    
    
    36.17
    %Risk free interest rates
    
    
    4.13
    %
    
    
    4.81
    %Fair values of SARs granted
    
    $
    1.16
    
    
    $
    0.73
   Shares of Restricted Stock
   2008
    
    2007
    
    2006Non-vested restricted stock at beginning of year
    
    
    
    
    
    
    4,640
    
    
    
    10,048Granted
    
    
    2,625
    
    
    
    
    
    
    
    1,984Forfeited
    
    
    (840
    )
    
    
    (220
    )
    
    
    (462
    )Vested
    
    
    
    
    
    
    (4,420
    )
    
    
    (6,930
    )Non-vested restricted stock at end of year
    
    
    1,785
    
    
    
    
    
    
    
    4,640
  37




---



##### Table of Contents



(continued)
  3. RESTRICTED CASH
  4. DISCONTINUED OPERATIONS
  Allocation of Interest to Discontinued Operations.
      38




---



##### Table of Contents



2008
    
    2007
    
    2006FORMER CONSTRUCTION SEGMENTRevenues
    
    $
    
    
    
    $
    
    
    
    $
    40Costs and expenses
    
    
    
    
    
    
    
    
    
    
    (50,411
    )Selling, general & administrative expenses
    
    
    
    
    
    
    14,247
    
    
    
    99,699Operating loss from former Construction Segment
    
    
    
    
    
    
    (14,247
    )
    
    
    (49,248
    )REAL ESTATE SEGMENTRental revenues
    
    
    1,129,510
    
    
    
    2,297,841
    
    
    
    2,925,341Rental property operating expenses, including depreciation
    
    
    812,439
    
    
    
    1,383,555
    
    
    
    1,707,595Interest expenses and loan prepayment fees
    
    
    287,547
    
    
    
    972,311
    
    
    
    1,018,957Operating earnings (loss) from Real Estate Segment
    
    
    29,524
    
    
    
    (58,025
    )
    
    
    198,790Total operating earnings (loss) from discontinued operations
    
    
    29,524
    
    
    
    (72,272
    )
    
    
    149,542Income tax expense (benefit)
    
    
    11,219
    
    
    
    (27,463
    )
    
    
    56,826Total operating earnings (loss) from discontinued operations, net of tax
    
    
    18,305
    
    
    
    (44,809
    )
    
    
    92,716Gain on sales of income-producing properties
    
    
    3,996,450
    
    
    
    3,483,613
    
    
    
    1,383,158Income tax expense
    
    
    1,518,651
    
    
    
    1,323,773
    
    
    
    525,600Gain on sales of income-producing properties, net of tax
    
    
    2,477,799
    
    
    
    2,159,840
    
    
    
    857,558Earnings from discontinued operations, net of tax
    
    $
    2,496,104
    
    
    $
    2,115,031
    
    
    $
    950,274
 Balances atApril 30, 2008
    
    April 30, 2007Assets of discontinued operationsAccounts receivable
    
    $
    
    
    
    $
    2,939Other current assets
    
    
    
    
    
    
    249,372Income-producing properties
    
    
    
    
    
    
    10,334,044Property and equipment
    
    
    
    
    
    
    5,998Intangible assets
    
    
    
    
    
    
    219,822Other assets
    
    
    
    
    
    
    343,696$
    
    
    
    $
    11,155,871Liabilities of discontinued operationsTrade and subcontractors payable
    
    $
    
    
    
    $
    29,451Accrued expenses
    
    
    
    
    
    
    223,682Current maturities of mortgage notes and long-term debt payable
    
    
    
    
    
    
    135,487Mortgage notes payable
    
    
    
    
    
    
    6,052,018$
    
    
    
    $
    6,440,638
 5. CONTRACTS IN PROGRESS
  2008
    
    2007Costs and earnings in excess of billings:Accumulated costs and earnings
    
    $
    976,783
    
    
    $
    613,835Amounts billed
    
    
    701,029
    
    
    
    348,295$
    275,754
    
    
    $
    265,540Billings in excess of costs and earnings:Amounts billed
    
    $
    4,508,831
    
    
    $
    3,028,185Accumulated costs and earnings
    
    
    4,446,272
    
    
    
    2,808,880$
    62,559
    
    
    $
    219,305
 39




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##### Table of Contents



(continued)
  6. INCOME-PRODUCING PROPERTIES
  EstimatedUseful Lives
    
    2008
    
    2007Land
    
    
    N/A
    
    
    $
    6,574,218
    
    
    $
    6,574,218Buildings and improvements
    
    739 years
    
    
    18,559,164
    
    
    
    18,197,799$
    25,133,382
    
    
    $
    24,772,017Lessaccumulated depreciation and amortization
    
    
    
    
    
    
    3,359,973
    
    
    
    3,145,032$
    21,773,409
    
    
    $
    21,626,985
  7. PROPERTY AND EQUIPMENT
  EstimatedUseful Lives
    
    2008
    
    2007Buildings and improvements
    
    339 years
    
    $
    496,276
    
    
    $
    496,276Equipment
    
    310 years
    
    
    1,407,235
    
    
    
    1,295,487Vehicles
    
    35 years
    
    
    308,808
    
    
    
    253,184$
    2,212,319
    
    
    $
    2,044,947Lessaccumulated depreciation
    
    
    
    
    
    
    1,400,419
    
    
    
    1,212,059$
    811,900
    
    
    $
    832,888
  8. MORTGAGE NOTES PAYABLE AND LEASES
     40




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##### Table of Contents



Year Ending April 30,
    
    Owned
    
    Leaseback2009
    
    $
    2,891,000
    
    
    $
    255,0002010
    
    
    2,778,000
    
    
    
    255,0002011
    
    
    2,138,000
    
    
    
    255,0002012
    
    
    1,832,000
    
    
    
    255,0002013
    
    
    1,278,000
    
    
    
    149,000Thereafter
    
    
    2,552,000
    
    
    
    Total
    
    $
    13,469,000
    
    
    $
    1,169,000
  Owned Income-Producing Properties
    LeasebackMortgage Payments
    Center RentalYear Ending April 30,
    
    Principal
    
    Interest
    Payments2009
    
    $
    350,861
    
    
    $
    1,227,942
    
    
    $
    105,2032010
    
    
    385,332
    
    
    
    1,202,987
    
    
    
    105,2032011
    
    
    410,048
    
    
    
    1,176,828
    
    
    
    105,2032012
    
    
    437,336
    
    
    
    1,149,541
    
    
    
    105,2032013
    
    
    467,870
    
    
    
    658,331
    
    
    
    61,368Thereafter
    
    
    16,903,183
    
    
    
    1,537,617
    
    
    
    Total
    
    $
    18,954,630
    
    
    $
    6,953,246
    
    
    $
    482,180
  Secured letter of credit
  9. OTHER LONG-TERM DEBT
  2008
    
    2007Note payable, net of discount ($130,000 at April 30,
2008), bearing interest at the prime rate plus 1.5%
(6.5% at April 30, 2008); interest only payments
due monthly; matures December 18, 2011;
secured by all general assets of The Wheatstone
Energy Group, LLC
    
    $
    870,000
    
    
    $
    900,000Note payable bearing interest at 6.0%; interest due
annually on January 31, and principal payments
due in installments as defined in the agreement
commencing on January 31, 2006; matured and
paid in full on January 31, 2008
    
    
    
    
    
    
    258,000Note payable bearing interest at 6.8%; interest due
annually on December 31, beginning December 31,
2004, and principal payments due annually in
installments as defined in the agreement
commencing
on December 19, 2008; matures on December 19, 2010
    
    
    275,000
    
    
    
    295,000Note payable bearing interest at 8.25%; interest due
monthly on the first day of the month commencing
on September 1, 2007, and principal payments due
in full at maturity on July 31, 2008
    
    
    240,875
    
    
    
    Total other long-term debt
    
    
    1,385,875
    
    
    
    1,453,000Less current maturities
    
    
    280,875
    
    
    
    278,000Total other long-term debt, less current maturities
    
    $
    1,105,000
    
    
    $
    1,175,000
 41




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##### Table of Contents



(continued)
   Fiscal Year Ending April 30,2009
    
    $
    280,8752010
    
    
    85,0002011
    
    
    150,0002012
    
    
    870,0002013
    
    
    Thereafter
    
    
    Total
    
    $
    1,385,875
 10. INCOME TAXES
  Current
    
    Deferred
    
    TotalYear ended April 30, 2008Federal
    
    $
    15,907
    
    
    $
    (657,936
    )
    
    $
    (642,029
    )State and local
    
    
    
    
    
    
    (157,354
    )
    
    
    (157,354
    )$
    15,907
    
    
    $
    (815,290
    )
    
    $
    (799,383
    )Year ended April 30, 2007Federal
    
    $
    (20,574
    )
    
    $
    (496,126
    )
    
    $
    (516,700
    )State and local
    
    
    
    
    
    
    (96,882
    )
    
    
    (96,882
    )$
    (20,574
    )
    
    $
    (593,008
    )
    
    $
    (613,582
    )Year ended April 30, 2006Federal
    
    $
    46,505
    
    
    $
    (265,606
    )
    
    $
    (219,101
    )State and local
    
    
    
    
    
    
    (41,082
    )
    
    
    (41,082
    )$
    46,505
    
    
    $
    (306,688
    )
    
    $
    (260,183
    )
  2008
    
    2007
    
    2006Computed expected benefit
    
    $
    (666,375
    )
    
    $
    (599,076
    )
    
    $
    (232,795
    )Decrease in income taxes resulting from:State and local income taxes, net of federal income tax benefit
    
    
    (78,397
    )
    
    
    (70,480
    )
    
    
    (27,388
    )Permanent items
    
    
    (13,371
    )
    
    
    55,974
    
    
    
    State net operating loss adjustment
    
    
    (35,540
    )
    
    
    
    
    
    
    Other
    
    
    (5,700
    )
    
    
    
    
    
    
    $
    (799,383
    )
    
    $
    (613,582
    )
    
    $
    (260,183
    )
 42




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##### Table of Contents



2008
    
    2007Deferred income tax assets:Items not currently deductible for tax purposes:Net operating loss carryforwards, federal and state(1)
    
    $
    2,285,566
    
    
    $
    2,647,024Valuation allowance
    
    
    (236,098
    )
    
    
    (236,098
    )Income producing properties and property and equipment, principally
because of differences in depreciation and capitalized interest
    
    
    53,981
    
    
    
    193,076Capitalized costs
    
    
    45,624
    
    
    
    49,426Bad debt reserves
    
    
    74,322
    
    
    
    32,228Deferred compensation plan expenses
    
    
    392,287
    
    
    
    752,932Compensated absences
    
    
    34,820
    
    
    
    36,338Other accrued expenses
    
    
    629,271
    
    
    
    516,879Other
    
    
    126,861
    
    
    
    151,314Gross deferred income tax assets
    
    
    3,406,634
    
    
    
    4,143,119Deferred income tax liabilities:Income producing properties and property and equipment, principally
because of differences in depreciation and capitalized interest
    
    
    1,322,436
    
    
    
    1,052,004Gain on real estate sales structured as tax-deferred like-kind exchanges
    
    
    6,521,598
    
    
    
    6,648,422Other
    
    
    83,553
    
    
    
    233,161Gross deferred income tax liability
    
    $
    7,927,587
    
    
    $
    7,933,587Net deferred income tax liability
    
    $
    4,520,953
    
    
    $
    3,790,468
 (1)
    
    The federal net operating loss carryforwards expire in various years after fiscal
2015. The majority of the state operating loss carryforwards expire in various years after
fiscal 2009.
   11. 401(K) PLAN
  12. SHAREHOLDERS EQUITY
   43




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##### Table of Contents



(continued)
     13. NET EARNINGS (LOSS) PER SHARE
 Earnings Per Share,
 Earnings Per Share.
   For the Year Ended April 30, 2008Earnings (Loss)
    
    Shares
    
    Per Share AmountBasic EPSloss per share from continuing operations
    
    $
    (1,160,542
    )
    
    
    3,711,659
    
    
    $
    (0.31
    )Basic EPSearnings per share from discontinued operations
    
    
    2,496,104
    
    
    
    3,711,659
    
    
    
    0.67Effect of dilutive securities
    
    
    
    
    
    
    
    
    
    
    Diluted EPSearnings per share
    
    $
    1,335,562
    
    
    
    3,711,659
    
    
    $
    0.36
 For the Year Ended April 30, 2007Earnings (Loss)
    
    Shares
    
    Per Share AmountBasic EPSloss per share from continuing operations
    
    $
    (1,148,405
    )
    
    
    3,707,217
    
    
    $
    (0.31
    )Basic EPSearnings per share from discontinued operations
    
    
    2,115,031
    
    
    
    3,707,217
    
    
    
    0.57Effect of dilutive securities
    
    
    
    
    
    
    
    
    
    
    Diluted EPSearnings per share
    
    $
    966,626
    
    
    
    3,707,217
    
    
    $
    0.26
 For the Year Ended April 30, 2006Earnings (Loss)
    
    Shares
    Per Share AmountBasic EPSloss per share from continuing operations
    
    $
    (424,508
    )
    
    
    3,708,797
    
    
    $
    (0.11
    )Basic EPSearnings per share from discontinued operations
    
    
    950,274
    
    
    
    3,708,797
    
    
    
    0.26Effect of dilutive securities
    
    
    
    
    
    
    
    
    
    
    Diluted EPSearnings per share
    
    $
    525,766
    
    
    
    3,708,797
    
    
    $
    0.14
 44




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##### Table of Contents



14. OPERATING SEGMENTS
 ® ®
    2008
    
    2007
    
    2006Customer 1
    
    
    10
    %
    
    
    10
    %
    
    
    14
    %Customer 2
    
    
    17
    %
    
    
    13
    %
    
    
    17
    %Customer 3
    
    
    N/A

    
    
    12
    %
    
    
    14
    %
    45




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##### Table of Contents



(continued)
  BPE
    
    Real Estate(1)
    
    Parent
    
    Eliminations
    
    Consolidated2008Revenues from unaffiliated customers
    
    $
    14,249,228
    
    
    $
    5,060,045
    
    
    $
    
    
    
    $
    
    
    
    $
    19,309,273Interest and other income
    
    
    55,594
    
    
    
    1,414,506
    
    
    
    40,676
    
    
    
    (1,087,008
    )
    
    
    423,768Intersegment revenues
    
    
    
    
    
    
    589,465
    
    
    
    
    
    
    
    (589,465
    )
    
    
    14,304,822
    
    
    
    7,064,016
    
    
    
    40,676
    
    
    
    (1,676,473
    )
    
    
    19,733,041Revenues from sale of real estate held for sale
    
    
    
    
    
    
    860,000
    
    
    
    
    
    
    
    
    
    
    
    860,000Total segment revenues
    
    $
    14,304,822
    
    
    $
    7,924,016
    
    
    $
    40,676
    
    
    $
    (1,676,473
    )
    
    $
    20,593,041Net (loss) earnings
    
    $
    (849,695
    )
    
    $
    4,458,157
    
    
    $
    (2,248,797
    )
    
    $
    (24,103
    )
    
    $
    1,335,562Segment assets
    
    $
    15,731,963
    
    
    $
    52,215,621
    
    
    $
    29,220,492
    
    
    $
    (44,852,526
    )
    
    $
    52,315,550Goodwill
    
    $
    5,458,717
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5,458,717Interest expenses(2)
    
    $
    131,349
    
    
    $
    1,272,587
    
    
    $
    1,054,243
    
    
    $
    (1,087,008
    )
    
    $
    1,371,171Depreciation and amortization(2)
    
    $
    716,303
    
    
    $
    732,843
    
    
    $
    57,472
    
    
    $
    
    
    
    $
    1,506,618Capital expenditures(2)
    
    $
    114,777
    
    
    $
    732,833
    
    
    $
    67,002
    
    
    $
    
    
    
    $
    914,612
 BPE
    
    Real Estate(1)
    
    Parent
    
    Eliminations
    
    Consolidated2007Revenues from unaffiliated customers
    
    $
    12,829,553
    
    
    $
    4,098,818
    
    
    $
    
    
    
    $
    
    
    
    $
    16,928,371Interest and other income
    
    
    25,123
    
    
    
    1,199,012
    
    
    
    99,729
    
    
    
    (985,894
    )
    
    
    337,970Intersegment revenues
    
    
    
    
    
    
    534,394
    
    
    
    
    
    
    
    (534,394
    )
    
    
    12,854,676
    
    
    
    5,832,224
    
    
    
    99,729
    
    
    
    (1,520,288
    )
    
    
    17,266,341Revenues from sale of real estate held for sale
    
    
    
    
    
    
    2,975,000
    
    
    
    
    
    
    
    
    
    
    
    2,975,000Total segment revenues
    
    $
    12,854,676
    
    
    $
    8,807,224
    
    
    $
    99,729
    
    
    $
    (1,520,288
    )
    
    $
    20,241 ,341Net (loss) earnings
    
    $
    (633,513
    )
    
    $
    4,339,655
    
    
    $
    (2,753,502
    )
    
    $
    13,986
    
    
    $
    966,626Segment assets
    
    $
    12,944,471
    
    
    $
    51,312,138
    
    
    $
    26,097,765
    
    
    $
    (32,960,953
    )
    
    $
    57,393,421Goodwill
    
    $
    5,458,717
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5,458,717Interest expenses(2)
    
    $
    170,719
    
    
    $
    1,034,542
    
    
    $
    916,402
    
    
    $
    (985,894
    )
    
    $
    1,135,769Depreciation and amortization(2)
    
    $
    611 ,523
    
    
    $
    651,359
    
    
    $
    55,023
    
    
    $
    
    
    
    $
    1,317,905Capital expenditures(2)
    
    $
    168,981
    
    
    $
    19,757
    
    
    $
    17,008
    
    
    $
    
    
    
    $
    205,746
 BPE
    
    Real Estate(1)
    
    Parent
    
    Eliminations
    
    Consolidated2006Revenues from unaffiliated customers
    
    $
    11,611,479
    
    
    $
    4,209,190
    
    
    $
    
    
    
    $
    
    
    
    $
    15,820,669Interest and other income
    
    
    29,627
    
    
    
    1,073,228
    
    
    
    34,424
    
    
    
    (640,142
    )
    
    
    497,137Intersegment revenues
    
    
    
    
    
    
    517,197
    
    
    
    
    
    
    
    (517,197
    )
    
    
    11,641,106
    
    
    
    5,799,615
    
    
    
    34,424
    
    
    
    (1,157,339
    )
    
    
    16,317,806Revenues from sale of real estate held for sale
    
    
    
    
    
    
    3,823,987
    
    
    
    
    
    
    
    
    
    
    
    3,823,987Total segment revenues
    
    $
    11,641,106
    
    
    $
    9,623,602
    
    
    $
    34,424
    
    
    $
    (1,157,339
    )
    
    $
    20,141,793Net (loss) earnings
    
    $
    (236,652
    )
    
    $
    3,150,288
    
    
    $
    (3,078,118
    )
    
    $
    690,248
    
    
    $
    525,766Segment assets
    
    $
    13,957,213
    
    
    $
    45,230,775
    
    
    $
    28,987,785
    
    
    $
    (35,765,517
    )
    
    $
    52,410,256Goodwill
    
    $
    5,458,717
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5,458,717Interest expenses(2)
    
    $
    86,288
    
    
    $
    828,680
    
    
    $
    615,343
    
    
    $
    (640,142
    )
    
    $
    890,169Depreciation
and amortization(2)
    
    $
    415,165
    
    
    $
    445,816
    
    
    $
    68,870
    
    
    $
    
    
    
    $
    929,851Capital expenditures(2)
    
    $
    135,284
    
    
    $
    472,305
    
    
    $
    46,583
    
    
    $
    
    
    
    $
    654,172
 
 (1)
    
    The Company is in the business of creating long-term value by periodically realizing
gains through the sale of income-producing
properties and the sale of real estate held for future development or sale; therefore, in
this presentation the Real Estate Segments net earnings include earnings from discontinued operations, pursuant to SFAS 144, that
resulted from the sales of certain income-producing
properties, and earnings included in continuing operations that resulted from the gains on
sale of certain other real estate assets.(2)
    
    Does not include amounts associated with discontinued operations. 46




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For the year Ended April 30,2008
    
    2007
    
    2006Consolidated segments
net earnings
    
    $
    1,335,562
    
    
    $
    966,626
    
    
    $
    545,853Discontinued
Construction Segment
net loss
    
    
    
    
    
    
    
    
    
    
    (20,087
    )Total consolidated net
earnings
    
    $
    1,335,562
    
    
    $
    966,626
    
    
    $
    525,766
 15. ACQUISITIONS
 Fiscal
  Fiscal 2007
     Newnan
    
    Orange Park
    
    Stewartsboro
    
    Estimated Useful LivesLand
    
    $
    706,074
    
    
    $
    2,858,530
    
    
    $
    1,300,140
    
    
    IndefiniteLand Improvements
    
    
    304,408
    
    
    
    
    
    
    
    240,684
    
    
    15 yearsBuildings
    
    
    2,942,369
    
    
    
    
    
    
    
    3,385,911
    
    
    39 yearsLease costs
    
    
    298,411
    
    
    
    
    
    
    
    341,020
    
    
    Over life of leaseTotal assets acquired
    
    $4,251,262
    
    $
    2,858,530
    
    
    $
    5,267,755
  Fiscal 2006
  47




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##### Table of Contents



(continued)
  16. DISPOSITIONS
 Fiscal 2008
    Fiscal 2007
     48




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Fiscal 2006
       17. GOODWILL AND OTHER INTANGIBLE ASSETS
  April 30, 2008Gross Carrying
    
    
    AccumulatedAmortized intangible assets:
    
    Amount
    
    
    AmortizationProprietary BPE
software solutions
    
    $
    3,403,208
    
    
    $
    1,788,415Acquired computer
software
    
    
    462,555
    
    
    
    453,038Real estate lease costs
    
    
    823,091
    
    
    
    208,966Customer relationships
    
    
    218,000
    
    
    
    188,933Deferred loan costs
    
    
    331,488
    
    
    
    94,170Other
    
    
    28,660
    
    
    
    20,062$
    5,267,002
    
    
    $
    2,753,584Unamortized intangible
assets:Trademark
    
    $
    708,707
    
    
    $
    
 April 30, 2007Gross Carrying
    
    AccumulatedAmortized intangible assets:
    
    Amount
    
    AmortizationProprietary BPE software
solutions
    
    $
    3,186,699
    
    
    $
    1,271,189Acquired computer
software
    
    
    453,525
    
    
    
    431,551Real estate lease costs
    
    
    1,356,974
    
    
    
    585,259Customer relationships
    
    
    218,000
    
    
    
    145,393Deferred loan costs
    
    
    296,870
    
    
    
    85,320Other
    
    
    28,660
    
    
    
    17,199$
    5,540,728
    
    
    $
    2,535,911Unamortized intangible assets:Trademark
    
    $
    708,707
    
    
    $
    
 49




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##### Table of Contents



(continued)
 Aggregate amortization expenses for all amortized intangible assetsFor the year ended April 30, 2008
    
    $
    748,033For the year ended April 30, 2007
    
    
    651,238For the year ended April 30, 2006
    
    
    470,477
 Estimated future amortization expenses for all amortized intangible assets for the fiscal years endedApril 30, 2009
    
    $
    781,256April 30, 2010
    
    
    535,299April 30, 2011
    
    
    433,507April 30, 2012
    
    
    300,679April 30, 2013
    
    
    173,005
  18. COMMITMENTS AND CONTINGENCIES
   19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
  Earnings Per Share,
 50




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##### Table of Contents



Fiscal Year Ended April 30, 2008First Quarter
    
    Second Quarter
    
    Third Quarter
    
    Fourth QuarterTotal revenues from continuing operations
    
    $
    7,378
    
    
    $
    4,994
    
    
    $
    4,209
    
    
    $
    3,152Total revenues reclassified to discontinued operations
    
    
    378
    
    
    
    382
    
    
    
    
    
    
    
    Gross profit from continuing operations
    
    
    3,542
    
    
    
    1,728
    
    
    
    1,535
    
    
    
    1,163Gross profit reclassified to discontinued operations
    
    
    57
    
    
    
    63
    
    
    
    
    
    
    
    Net earnings (loss)
    
    
    1,558
    
    
    
    (345
    )
    
    
    582
    
    
    
    (460
    )Net earnings (loss) per sharebasic
    
    
    0.42
    
    
    
    (0.09
    )
    
    
    0.16
    
    
    
    (0.12
    )Net earnings (loss) per sharebasic
adjustment for stock dividend
    
    
    0.02
    
    
    
    (0.01
    )
    
    
    
    
    
    
    Net earnings (loss) per sharediluted
    
    
    0.40
    
    
    
    (0.09
    )
    
    
    0.16
    
    
    
    (0.12
    )Net earnings (loss) per sharediluted
adjustment for stock dividend
    
    
    0.02
    
    
    
    (0.01
    )
    
    
    
    
    
    
    Fiscal Year Ended April 30, 2007First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterTotal revenues from continuing operations
    
    $
    3,690
    
    
    $
    4,358
    
    
    $
    4,921
    
    
    $
    4,297Total revenues restated to discontinued operations
    
    
    383
    
    
    
    419
    
    
    
    
    
    
    
    Gross profit from continuing operations
    
    
    1,403
    
    
    
    1,562
    
    
    
    1,832
    
    
    
    2,093Gross profit restated to discontinued operations
    
    
    52
    
    
    
    81
    
    
    
    
    
    
    
    Net (loss) earnings
    
    
    (551
    )
    
    
    356
    
    
    
    1,202
    
    
    
    (41
    )Net (loss) earnings per sharebasic and diluted
    
    
    (0.15
    )
    
    
    0.10
    
    
    
    0.32
    
    
    
    (0.01
    )Net (loss) earnings per sharebasic and diluted
adjustment for stock dividend
    
    
    (0.01
    )
    
    
    
    
    
    
    0.02
    
    
    
    
 20. SUBSEQUENT EVENT (UNAUDITED)
  51




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##### Table of Contents



CostsInitial Cost to Company
    
    CapitalizedBuilding
    
    Subsequentand
    
    to AcquisitionDescription
    
    Encumbrances
    
    Land
    
    Improvements
    
    ImprovementsINCOME PRODUCING PROPERTIES:Leaseback Shopping CenterDavenport, IA
    
    $
    
    
    
    $
    
    
    
    $
    2,150
    
    
    $
    200,785Office BuildingAtlanta, GA
    
    
    4,443,655
    
    
    
    660,000
    
    
    
    4,338,102
    
    
    
    672,718Office BuildingNewnan, GA
    
    
    3,200,000
    
    
    
    706,074
    
    
    
    3,246,777
    
    
    
    23,523Shopping CenterSmyrna, TN
    
    
    4,078,566
    
    
    
    1,300,140
    
    
    
    3,626,595
    
    
    
    10,140Shopping CenterJacksonville, FL
    
    
    7,232,409
    
    
    
    3,908,004
    
    
    
    5,170,420
    
    
    
    1,267,95418,954,630
    
    
    
    6,574,218
    
    
    
    16,384,044
    
    
    
    2,175,120REAL ESTATE HELD FOR FUTURE
DEVELOPMENT OR SALE:LandOakwood, GA
    
    
    
    
    
    
    152,265
    
    
    
    
    
    
    
    353,413LandNorth Fort Myers, FL
    
    
    
    
    
    
    183,221
    
    
    
    
    
    
    
    147,566
    
    
    
    335,486
    
    
    
    
    
    
    
    500,979Total
    
    $
    18,954,630
    
    
    $
    6,909,704
    
    
    $
    16,384,044
    
    
    $
    2,676,099
  Real Estate
    
    Accumulated Depreciation2008
    
    2007
    
    2006
    
    2008
    
    2007
    
    2006BALANCES AT
BEGINNING OF
YEAR
    
    $
    41,347,949
    
    
    $
    33,370,202
    
    
    $
    38,577,901
    
    
    $
    8,262,070
    
    
    $
    10,719,858
    
    
    $
    10,471,525ADDITIONS
DURING YEARReal estate
    
    
    742,139
    
    
    
    12,085,283
    (5)
    
    
    724,334
    
    
    
    
    
    
    
    
    
    
    
    Depreciation
from
continuing
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562,720
    
    
    
    448,010
    
    
    
    329,942Depreciation
from
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    354,516
    
    
    
    533,370Transfers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    742,139
    
    
    
    12,085,283
    
    
    
    724,334
    
    
    
    562,720
    
    
    
    802,526
    
    
    
    863,312DEDUCTIONS
DURING YEARAccumulated
depreciation
on properties
sold
or
transferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,464,817
    (4)
    
    

3,260,314
    (6)
    
    
    614,979(7)Carrying
value of
real estate
sold,
transferred, or
retired
    
    
    16,103,597
    (4)
    
    
    4,107,536
    (6)
    
    
    5,932,033
    (7)
    
    
    
    
    
    
    
    
    
    
    16,103,597
    
    
    
    4,107,536
    
    
    
    5,932,033
    
    
    
    5,464,817
    
    
    
    3,260,314
    
    
    
    614,979BALANCES AT
CLOSE OF YEAR
    
    $
    25,986,491
    
    
    $
    41,347,949
    
    
    $
    33,370,202
    
    
    $
    3,359,973
    
    
    $
    8,262,070
    
    
    $
    10,719,858
 52




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##### Table of Contents



Life on WhichGross Amounts at Which Carried at Close of Year
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    Depreciationin LatestBuilding
    
    
    
    
    
    
    
    
    
    Net
    
    
    
    
    
    
    
    
    
    Earningsand
    
    Capitalized
    
    
    
    
    
    Accumulated
    
    Date(s) of
    
    Date
    
    StatementLand
    
    Improvements
    
    Interest
    
    Total(1)
    
    Depreciation
    
    Construction
    
    Acquired
    
    is Computed$
    
    
    $
    202,935
    
    
    $
    
    
    
    $
    202,935
    
    
    $
    190,782
    
    
    
    1995
    
    
    
    
    
    
    7 years660,000
    
    
    5,010,820
    
    
    
    
    
    
    
    5,670,820
    
    
    
    1,527,628
    
    
    
    1974, 1997
    (2)
    
    
    1997
    
    
    39 years706,074
    
    
    3,270,300
    
    
    
    
    
    
    
    3,976,374
    
    
    
    113,269
    
    
    
    1998
    (3)
    
    
    2007
    
    
    39 years1,300,140
    
    
    3,636,735
    
    
    
    
    
    
    
    4,936,875
    
    
    
    185,289
    
    
    
    1983, 2006
    (3)
    
    
    2006
    
    
    39 years3,908,004
    
    
    6,438,374
    
    
    
    
    
    
    
    10,346,378
    
    
    
    1,343,005
    
    
    
    1985
    (3)
    
    
    1999
    
    
    39 years6,574,218
    
    
    18,559,164
    
    
    
    
    
    
    
    25,133,382
    
    
    
    3,359,973505,678
    
    
    
    
    
    
    16,644
    
    
    
    522,322
    
    
    
    
    
    
    
    
    
    
    
    1987
    
    
    
    
    330,787
    
    
    
    
    
    
    
    
    
    
    330,787
    
    
    
    
    
    
    
    
    
    
    
    1993
    
    
    
    
    836,465
    
    
    
    
    
    
    16,644
    
    
    
    853,109
    
    
    
    $
    7,410,683
    
    $
    18,559,164
    
    
    $
    16,644
    
    
    $
    25,986,491
    
    
    $
    3,359,973
 
 (1)
    
    The aggregated cost for land and building and improvements for federal income tax purposes
at April 30, 2008, is $15,376,440.(2)
    
    Developed by others in 1974, redeveloped by the Company in 1997.(3)
    
    Developed by others.(4)
    
    Primarily represents the sales of the office park in Marietta, Georgia, the
shopping centers in Orange Park, Florida, and Columbus,
Georgia, and a portion of the undeveloped land in Oakwood, Georgia.(5)
    
    Primarily represents the acquisitions of an office building in Newnan, Georgia,
a shopping center in Smyrna, Tennessee, and the land
and building in Orange Park, Florida.(6)
    
    Primarily represents the sales of the shopping center in Morton, Illinois, an
outlot in North Fort Myers, Florida, and the Companys
former manufacturing and warehouse facility in Atlanta, Georgia.(7)
    
    Primarily represents the sales of the professional medical office building
in Douglasville, Georgia, three outparcels in North Fort
Myers, Florida, and one outparcel in Louisville, Kentucky. 53




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A (T). CONTROLS AND PROCEDURES
    Internal Control Integrated Framework.
  
 ITEM 9B. OTHER INFORMATION
  
  
 ITEMS 10-14
   54




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##### Table of Contents



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   
     (1)
 (2)
 (3)
 (4)
 (5)
 (5)
 (6)
 (7)
        (1)
    
    This exhibit is incorporated by reference to the Companys Form 10-K for the year ended
April 30, 1985  (SEC File
No. 0-10146).(2)
    
    This exhibit is incorporated by reference to the Companys Form 8-K filed November 30,
2007 (SEC File No. 0-10146).(3)
    
    This exhibit is incorporated by reference to the Companys Form 10-K for the year ended
April 30, 1991 (SEC File No. 0-10146).(4)
    
    This exhibit is incorporated by reference to the Companys Form S-8 filed September 29,
2000 (SEC File No.
0-10146).(5)
    
    This exhibit is incorporated by reference to the Companys Form 10-K for the year ended
April 30, 2001 (SEC File
No. 0-10146).(6)
    
    This exhibit is incorporated by reference to the Companys Form 10-Q for the quarter
ended October 31, 2005
(SEC File No. 0-10146).(7)
    
    This exhibit is incorporated by reference to the Companys Form 10-K for the year ended
April 30, 2006 (SEC File
No. 0-10146).
  (B)
    
    The Company hereby files as exhibits to this Annual Report on Form 10-K the exhibits set forth
in Item 15(A)3 hereof.(C)
    
    The Company hereby files as financial statement schedules to this Annual Report on Form 10-K
the financial statement
schedules set forth in Item 15(A)2 hereof
 55




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##### Table of Contents



SIGNATURES
   Dated: July 30, 2008
    By:
    /s/ Alan R. AbramsAlan R. AbramsChief Executive Officer  Dated: July 30, 2008
    /s/ Alan R. AbramsAlan R. AbramsChairman of the Board of Directors,
Chief Executive OfficerDated: July 30, 2008
    /s/ J. Andrew AbramsJ. Andrew AbramsDirectorDated: July 30, 2008
    /s/ Samuel E. AllenSamuel E. AllenDirectorDated: July 30, 2008
    /s/ Gilbert L. DanielsonGilbert L. DanielsonDirectorDated: July 30, 2008
    /s/ Herschel KahnHerschel KahnDirectorDated: July 30, 2008
    /s/ Robert T. McWhinney, Jr.Robert T. McWhinney, Jr.DirectorDated: July 30, 2008
    /s/ Rick A. PaternostroRick A. PaternostroChief Financial Officer 56