UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2023
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3647
J.W. MAYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
New York
State or Other Jurisdiction of Incorporation or Organization
9 Bond Street, Brooklyn, New York
Address of Principal Executive Offices
11-1059070
I.R.S. Employer Identification No.
11201
Zip Code
Registrant’s telephone number, including area code 718 624-7400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $1 par value
Trading Symbol(s)
MAYS
Name of each exchange on which registered
NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of this Form 10-K or any amendment to this Form 10-K. Yes o No x
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Non-accelerated filer o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
Accelerated filer o
Smaller reporting company x
Emerging growth company o
provided pursuant to Section 13(a) of the Exchange Act. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common
stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $17,318,716 as of January 31, 2023 based on the average of the bid and asked price of the stock
reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court. Yes o No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
The number of shares outstanding of the registrant’s common stock as of September 5, 2023 was 2,015,780.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to
security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Annual Report to Shareholders for Fiscal Year Ended July 31, 2023
Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders
Document
Part of Form 10-K
in which the Document
is incorporated
Parts I and II
Part III
J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2023
TABLE OF CONTENTS
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
Page
1
1
2
3
7
7
8
8
8
8
8
8
9
9
9
10
10
10
10
11
11
13
ITEM 1. BUSINESS.
PART I
J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at Nine Bond Street, Brooklyn, New York 11201, operates a
number of commercial real estate properties, which are described in Item 2 “Properties”. The Company’s business was founded in 1924 and
incorporated under the laws of the State of New York on July 6, 1927.
The Company has 30 employees and has a contract, expiring November 30, 2025, with a union covering rates of pay, hours of
employment and other conditions of employment for approximately 27% of its employees. The Company considers that its labor relations with
its employees and union are good.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions,
operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made
pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or
achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-
looking statements herein and in prior U. S. Securities and Exchange Commission (“SEC”) filings by the Company. The Company assumes no
obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.
Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the
Company, general economic and business conditions, industry trends, changes in government rules and regulations and environmental rules
and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the
Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of
significant judgment and estimation. Further, market interest rates are subject to potential significant volatility.
ITEM 1A. RISK FACTORS.
Risks Relating to Ownership Structure
The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of
shareholders not part of such group. This risk may be counter-balanced to a degree by the actions of the Board of Directors whose composition
is made up of a majority of independent directors.
The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which
does business with the Company, as further described in the Notes to the Consolidated Financial Statements. In theory, this could result in a
conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any
perceived conflict of interest.
Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities have the
same Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors
(“Board”) is composed of a majority of independent directors. In 2005, in a case involving both entities, the Delaware Supreme Court in
connection with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder,
held that the actions of the Company’s Board were proper.
Risks Related to Our Business
We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the
following risks:
•
•
the continued threat of terrorism;
economic downturns, both on a national and on local scales;
1
•
•
•
•
•
•
•
loss of key personnel;
the availability, if needed, of additional financing;
the continued availability of insurance (in different types of policies) at reasonably acceptable rates;
the general burdens of governmental regulation, at the Local, State and Federal levels;
climate change;
cyber security; and
pandemics, such as COVID-19.
Risks Related to Real Estate Operations
Our investment in property development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as
the cost of fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such
time that we obtain the necessary financing of such ventures. This risk may be mitigated by obtaining lines of credit and other financing
vehicles, although such have significant limitations on the amounts that may be borrowed at any point in time.
We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need
to fit up a property for a new tenant, we may find materials and the like that could be deemed to contain hazardous elements requiring
remediation or encapsulation.
The impact of COVID-19 on demand for commercial real estate rental space has been significant. As online retail operations continued to
expand nationwide during the pandemic, retailers are facing increased competition which reduces the need for the leasing of properties which
is our business. Professionals working remotely during the pandemic has resulted in tenants’ careful evaluation of office space needs and a
decline in demand of commercial office space rentals and increasing competition. The Company emphasizes retention of tenants over a long
period of time which helps in difficult economic conditions. The Company also aggressively markets available space to tenants including
governmental agencies, medical and educational institutions.
We try to lease our properties to tenants with adequate finances, but as a result of recent business downturns, even formerly financially
strong tenants may be at risk. The Company mitigates risks of tenants with less than adequate finances by leasing our properties to multiple
tenants where applicable in order to diversify the tenant base.
Risks Related to our Investments
Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business
operations. These investments may be subject to significant uncertainties and may not be successful for many reasons, including, but not
limited to the following:
fluctuations in interest rates;
•
• worsening of general economic and market conditions; and
•
adverse legal, financial and regulatory developments that may affect a particular business.
Risk Factors Summary
These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to take actions and do business
in a way that reduces these “Risk Factors” or, at least, takes them into account when conducting its business. Nevertheless, some of these “Risk
Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on
the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
There are no unresolved comments from the staff of the U. S. Securities and Exchange Commission as of the date of this Annual Report on
Form 10-K.
2
ITEM 2. PROPERTIES.
The table below sets forth certain information as to each of the properties currently operated by the Company:
1. Brooklyn, New York
Fulton Street at Bond Street
Livingston Street
Truck bays, passage facilities and tunnel-Schermerhorn Street
Location
Building-Livingston Street
2. Brooklyn, New York
Jowein building at Elm Place
3. Jamaica, New York
Jamaica Avenue at 169th Street
4. Fishkill, New York
Route 9 at Interstate Highway 84
5. Levittown, New York
Hempstead Turnpike
6. Massapequa, New York
Sunrise Highway
7. Circleville, Ohio
Tarlton Road
Approximate
Square Feet
380,000
17,000
10,500
201,000
297,000
203,000
(located on
14.6 acres)
10,000
(located on
75,800 square
feet of land)
133,400
193,350
(located on
11.6 acres)
Properties are leased under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal
options are included. Reference is made to Notes 4 and 10 to the Consolidated Financial Statements contained in the 2023 Annual Report to
Shareholders, incorporated herein by reference. Properties owned and subject to mortgage are the Brooklyn Fulton Street at Bond Street and
Fishkill buildings.
1. Brooklyn, New York
Fulton Street at Bond Street
90% of the property is owned by the Company and the remaining 10% of the property is leased by the Company under five separate
leases. Expiration dates are as follows: 12/8/2043 (1 lease) which lease currently has one thirty-year renewal option through 12/8/2073,
4/30/2031 (1 lease), and 4/30/2044 (3 leases).
The property is currently leased to twenty-five tenants of which nine are retail tenants, three are fast food restaurants, ten occupy office
space, three are dental or medical offices. One tenant leased in excess of 10% of the rentable square footage; the tenant is a department
store, occupying 20.60%.
In August 2022, a tenant who occupies 25,423 square feet of office space notified the Company of its intention to extend its lease for one
year through September 30, 2023.
On October 4, 2022, a tenant who occupies 1,140 square feet of retail space agreed to terminate their lease effective October 31, 2022. In
July 2023 another retail tenant took occupancy of this space.
In December 2022, a tenant who occupies 5,167 square feet agreed to terminate the lease.
In February 2023, an office tenant who occupies 46,421 square feet agreed to terminate their lease effective March 31, 2023.
In June 2023, a retail tenant who occupies 63 square feet extended their lease an additional five years until June 30, 2028.
3
It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain
adequate finances.
Occupancy
Lease Expiration
Rent
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
75.65%
70.07%
62.31%
63.38%
59.51%
Year
Ended
7/31/2024
7/31/2025
7/31/2026
7/31/2027
7/31/2028
7/31/2030
7/31/2031
7/31/2032
7/31/2033
Number of
Leases
5
1
2
3
4
3
1
5
1
25
Area
Sq. Ft.
26,923
3,080
15,261
3,558
6,633
87,070
1,090
49,268
1,140
194,023
Annual
Rent
1,210,990
126,000
735,522
156,431
231,076
2,497,642
45,126
2,080,043
16,499
7,099,329
$
$
Percentage of
Gross Annual Rent
5.364
.558
3.258
.693
1.024
11.063
.200
9.213
.073
31.446
The Company uses 17,810 square feet of available space.
As of July 31, 2023 the federal tax basis is $22,607,989 with accumulated depreciation of $14,453,318 for a net carrying value of
$8,154,671. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property are $2,670,914 per year and the rate used is averaged at $11.135 per $100 of assessed valuation.
Livingston Street
The Company has a long-term lease with the City of New York and another landlord for a garage at Livingston Street opposite the
Company’s Brooklyn Fulton Street at Bond Street Properties. The lease expires in 2043, with a renewal option to 2073. The garage
includes truck bays and passage facilities through a tunnel to the Properties. The truck bays, passage facilities and tunnel, total
approximately 17,000 square feet. The lease also includes a 20 x 75-foot land plot on which the Company constructed a building of six
stories and basement annexed to the Properties.
2. Brooklyn, New York—Jowein building at Elm Place
The building is owned. The property is currently leased to fourteen tenants of which one is a retail store, one is fast-food restaurant, two
are for warehouse space and ten leases are for office space. Three tenants leased in excess of 10% of the rentable square footage; each
occupies office space of 15.64%, 11.74% and 11.44%, respectively.
Effective November 1, 2022, a tenant who occupies 10,000 square feet agreed to terminate their lease.
In February 2023, an office tenant who occupies 3,300 square feet extended their lease an additional ten years until June 30, 2033. Also in
February 2023, another office tenant who occupies 10,569 square feet extended their lease an additional year until March 31, 2024.
It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain
adequate finances.
Occupancy
Lease Expiration
Rent
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
85.14%
73.22%
72.54%
80.84%
83.46%
Year
Ended
7/31/2024
7/31/2025
7/31/2026
7/31/2027
7/31/2028
7/31/2030
7/31/2033
7/31/2036
7/31/2037
7/31/2059
Number of
Leases
4
1
1
1
1
1
1
1
2
1
14
Area
Sq. Ft.
25,016
17,364
5,640
500
5,600
31,438
3,300
12,105
41,028
19,437
161,428
Annual
Rent
935,925
579,035
180,042
54,530
152,701
981,386
89,760
52,566
1,898,972
161,173
5,086,090
$
$
Percentage of
Gross Annual Rent
4.146
2.565
.797
.242
.676
4.347
.398
.233
8.411
.714
22.529
As of July 31, 2023 the federal tax basis is $7,550,837 with accumulated depreciation of $5,168,848 for a net carrying value of
$2,381,989. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property are $816,733 per year and the rate used is averaged at $11.115 per $100 of assessed valuation.
3.
Jamaica, New York—Jamaica Avenue at 169th Street
Building, improvements and land (“property”) are leased from an affiliated company, principally owned by a director of the Company
(“Landlord”). In July 2022, the Company entered into an agreement with Landlord giving the Company four five-year option periods for a
total of twenty years through May 31, 2050. In April 2023, the Company exercised the first five-year option period, extending the lease
expiration date to May 31, 2035. Upon lease termination, all property included in operating lease right-of-use assets and leasehold
improvements will be turned over to the Landlord.
In August 2022, a tenant who occupies 38,109 square feet of office space notified the Company of its intention to extend its lease for one
year through September 30, 2023.
In April 2023, a retail tenant who occupies 28,634 square feet extended their lease an additional ten years until February 28, 2034.
In May 2023, an office tenant who occupies 2,000 square feet at the Company’s Jamaica, New York property extended their lease an
additional year until June 30, 2024.
The property is currently leased to ten tenants: four are retail tenants and six occupy office space. Four tenants each occupy in excess of
10% of the rentable square footage: two retail stores occupy 15.86% and 17.66%, respectively; and two office tenants occupy 14.22% and
12.83%, respectively.
It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain
adequate finances.
Occupancy
Lease Expiration
Rent
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
80.50%
80.51%
80.41%
80.51%
80.58%
Year
Ended
7/31/2024
7/31/2025
7/31/2026
7/31/2027
7/31/2029
7/31/2034
Number of
Leases
4
1
1
1
2
1
10
Area
Sq. Ft.
104,404
147
6,095
505
99,544
28,634
239,329
Annual
Rent
2,900,639
24,000
177,537
34,800
1,966,978
621,720
5,725,674
$
$
Percentage of
Gross Annual Rent
12.848
.106
.786
.154
8.713
2.754
25.361
Until the lease agreement terminates, the Company remains solely entitled to tax depreciation and other tax deductions relating to the
buildings, improvements and maintenance of the property. As of July 31, 2023, the federal tax basis is $13,863,981 with accumulated
depreciation of $9,889,906 for a net carrying value of $3,974,075. The lives taken for depreciation vary between 15-40 years and the
methods used are straight-line and declining balance.
The real estate taxes for this property are $1,018,571 per year and the rate used is averaged at $11.137 per $100 of assessed valuation.
4. Fishkill, New York—Route 9 at Interstate Highway 84
The Company owns the entire property. In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New
York building, for a term of fifteen years with two five-year option periods.
In August 2022, the Company leased 58,832 square feet at the Company’s Fishkill, New York building for use as storage space for six
months which expired in February 2023.
5
There are approximately 156,000 square feet of the building available for lease. There are plans to renovate vacant space upon the
execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.
Lease Expiration
Year
Ended
7/31/2036
Number of
Leases
1
Area
Sq. Ft.
47,000
Annual
Rent
992,301
$
Percentage of
Gross Annual Rent
4.395
Rent
Occupancy
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
45.42%
21.48%
20.42%
22.27%
22.27%
As of July 31, 2023 the federal tax basis is $22,423,614 with accumulated depreciation of $15,861,531 for a net carrying value of
$6,562,083. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property are $135,702 per year and the rate used is averaged at $3.016 per $100 of assessed valuation.
5. Levittown, New York—Hempstead Turnpike
The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant
constructed a new 10,000 square foot building, which opened in May 2008. In September 2022, the restaurant extended its lease for an
additional five years expiring May 3, 2028. Ownership of the building reverts to the Company at the conclusion of the leasing
arrangement, currently May 3, 2028.
Occupancy
Lease Expiration
Rent
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
100.00%
100.00%
100.00%
100.00%
100.00%
Year
Ended
7/31/2028
Number of
Leases
Building
Land
1
Area
Sq. Ft.
10,000
75,800
85,800
Annual
Rent
434,036
$
Percentage of
Gross Annual Rent
1.923
The real estate taxes for this property are $188,232 per year and the rate used is averaged at $944.797 per $100 of assessed valuation.
6. Massapequa, New York—Sunrise Highway
The Company is the prime tenant of this leasehold. The lease expired May 14, 2009, and there was one renewal option for twenty-one
years, which the Company exercised in April 2008. The leasehold is currently subleased to two tenants; one tenant occupies 113,400
square feet of the property, and the other tenant occupies 20,000 square feet of the property. The subleases expire in May 2030, with no
renewal options.
Year
Ended
Lease Expiration
Number of
Leases
7/31/2030
2
Rent
Area
Sq. Ft.
133,400
Annual
Rent
847,362
$
Percentage of
Gross Annual Rent
3.753
Occupancy
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
85.01%
85.01%
93.75%
100.00%
100.00%
The real estate taxes for this property are $244,620 per year and the rate used is averaged at $639.81 per $100 of assessed valuation.
The Company does not own this property. Improvements to the property, if any, are made by tenants.
6
7. Circleville, Ohio—Tarlton Road
The Company owns the entire property. The property is currently leased to two tenants. The tenants use these premises for warehouse and
distribution facilities. In October 2013, one tenant signed a lease agreement for a five-year period to occupy 48,000 square feet and in May
2015 signed a modification of lease to occupy 72,000 square feet. In August 2016, this tenant signed a further modification of lease to
occupy 84,000 square feet, which in December 2020 was extended for an additional three years to expire October 31, 2024. The other
tenant’s lease agreement was executed in May 2015, for a five-year period effective June 1, 2015, and allows the tenant to have permanent
space of 108,000 square feet. In April 2023, the tenant further extended the lease until May 31, 2026. Brokerage commissions were
$88,841.
Occupancy
Lease Expiration
Rent
Year
Ended
7/31/2019
7/31/2020
7/31/2021
7/31/2022
7/31/2023
Rate
99.10%
99.30%
99.30%
99.30%
99.30%
Year
Ended
7/31/2025
7/31/2026
Number of
Leases
1
1
2
Area
Sq. Ft.
84,000
108,000
192,000
Annual
Rent
368,982
512,956
881,938
$
$
Percentage of
Gross Annual Rent
1.634
2.272
3.906
As of July 31, 2023 the federal tax basis is $4,493,846 with accumulated depreciation of $4,183,897 for a net carrying value of $309,949.
The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property are $38,300 per year and the rate used is averaged at $4.987 per $100 of assessed valuation.
In the opinion of management, all of the Company’s properties are adequately covered by insurance.
See Note 8 to the Consolidated Financial Statements contained in the 2023 Annual Report to Shareholders, which information is incorporated
herein by reference, for information concerning the tenants, the rental income from which equals 10% or more of the Company’s rental
income.
ITEM 3. LEGAL PROCEEDINGS.
There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters
will not have a material adverse effect on the Company’s Consolidated Financial Statements.
If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a
condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be
determined at this time.
ITEM 4. MINE SAFETY DISCLOSURES.
None
7
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PART II
PURCHASES OF EQUITY SECURITIES.
COMMON STOCK INFORMATION
Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock
Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ
became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.
On September 5, 2023, the Company had approximately 800 shareholders of record.
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended July 31, 2023 we did not sell any unregistered securities.
RECENT PURCHASES OF EQUITY SECURITIES
During the fourth quarter of the year ended July 31, 2023, we did not repurchase any of our outstanding equity securities.
ITEM 6. SELECTED FINANCIAL DATA.
Not required.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 22-26 of the Registrant’s 2023 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant’s Consolidated Financial Statements, together with the report of Prager Metis CPAs, LLC, independent registered public
accounting firm, dated October 23, 2023, appearing on pages 3 through 21 of the Registrant’s 2023 Annual Report to Shareholders is
incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items
2 and 7 hereof, the 2023 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.
8
ITEM 9A. CONTROLS AND PROCEDURES.
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July
31, 2023, the Company carried out an evaluation, under the supervision of, and with the participation of the Company’s management, including
its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in its periodic SEC filings.
(B) CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.
There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal
quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. There
were no significant deficiencies or material weaknesses noted, and therefore there were no corrective actions taken.
(C) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Rule 13(a)-15(f). Our internal control system has been designed to provide reasonable assurance to the Company’s
management and its Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control
systems, no matter how well designed, have inherent limitations. Even those systems that have been determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the
effectiveness of our internal control over financial reporting as of July 31, 2023. In making this assessment, the Company’s management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework
published in 2013. Based on the Company’s assessments, we believe that, as of July 31, 2023, its internal control over financial reporting is
effective based on these criteria.
This Form 10-K Annual Report does not include an attestation report of our independent registered public accounting firm regarding
internal controls over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting
firm pursuant to the permanent exemption for smaller reporting company filers from the internal control audit requirement of Section 404(b) of
the Sarbanes-Oxley Act of 2002.
ITEM 9B. OTHER INFORMATION.
Reports on Form 8-K - One report on Form 8-K was filed by the Company during the three months ended July 31, 2023.
Item reported - The Company reported its financial results for the three and nine months ended April 30, 2023. Date of report filed - June
7, 2023.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
Not Applicable
9
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information relating to directors of the Company is contained in the Definitive Proxy Statement for the 2023 Annual Meeting of
Shareholders and such information is incorporated herein by reference.
Executive Officers of the Registrant
The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed
annually but each of whom has a three-year employment agreement, effective August 1, 2011 and renewed August 1, 2014, August 1, 2017,
August 1, 2020 and August 1, 2023). On October 3, 2023, Mr. Greenblatt tendered his resignation as Executive Vice President and Chief
Financial Officer of the Company effective December 31, 2023. He will continue to be subject to the terms and conditions of his Employment
Agreement with the Company through December 31, 2023.
Lloyd J. Shulman
Name
Mark S. Greenblatt
Ward N. Lyke, Jr.
George Silva
Age
Business Experience During
the Past Five Years
81 President
Chairman of the Board, Chief
Executive Officer and
President
69 Vice President
Chief Financial Officer and
Treasurer
Director
72 Vice President
Assistant Treasurer
73 Vice President-Operations
First Became
Such Officer
or Director
November, 1978
November, 1996
August, 2000
August, 2003
August, 2003
February, 1984
August, 2003
March, 1995
All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the
Company during the past five years.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2023 Annual
Meeting of Shareholders and such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The information required by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management”
and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2023 Annual Meeting of
Shareholders and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item appears under the headings “Compensation”, “Certain Transactions,” and “Board Interlocks and
Insider Participation” in the Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders and such information is incorporated
herein by reference.
10
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth the fees paid by the Company (on a cash basis) to its independent registered public accounting firm, Prager
Metis CPAs, LLC, for the fiscal years 2023 and 2022.
Audit fees
Audit related fees
Tax fees
Total Fees
Fiscal Year
2023
$ 170,000
12,500
45,000
$ 227,500
2022
$ 170,000
12,100
45,000
$ 227,100
Audit Fees for fiscal year 2023 and fiscal year 2022 were for professional services rendered for the audits of the consolidated financial
statements of the Company, interim quarterly reviews of Form 10-Q information and assistance with the review of documents filed with the U.
S. Securities and Exchange Commission.
Audit related fees for fiscal year 2023 and fiscal year 2022 consist of audits of real estate tax matters and consultations concerning
financial accounting and reporting standards.
Tax fees for fiscal year 2023 and fiscal year 2022 were for services related to tax compliance and preparation of federal, state and local
corporate tax returns.
The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this report:
PART IV
1.
2.
3.
The Consolidated Financial Statements and report of Prager Metis CPAs, LLC, independent registered public accounting firm,
dated October 19, 2023, set forth on pages 3 through 21 of the Company’s 2023 Annual Report to Shareholders.
See accompanying Index to the Company’s Consolidated Financial Statements and Schedules.
Exhibits:
(2)
Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable.
(3) Articles of incorporation and by-laws:
(i) Certificate of Incorporation and certificate of amendment — incorporated by reference.
(ii) By-laws, as amended — incorporated by reference.
(4)
Instruments defining the rights of security holders, including indentures—see Exhibit above.
(9) Voting trust agreement—not applicable.
(10) Material contracts—(i) Retirement Plan and Trust, Summary Plan Description — incorporated by reference.
(ii) Employment agreements — Employment Agreements with Messrs. Shulman, Greenblatt, Lyke
and Silva, each originally dated August 1, 2005, were incorporated by reference to Registrant’s
Form 8-K dated August 1, 2005. Each of these Employment Agreements had been extended on
multiple occasions, the most recent as of August 1, 2023, for three year periods. Each
Employment Agreement dated as of August 1, 2023 and scheduled to end on July 31, 2026 is
attached as an Exhibit to this Form 10-K. On October 3, 2023, Mr. Greenblatt tendered his
resignation as Executive Vice President and Chief Financial Officer of the Company effective
December 31, 2023. He will continue to be subject to the terms and conditions of his Employment
Agreement with the Company through December 31, 2023.
11
(11) Statement re computation of per share earnings—not applicable.
(12) Statement re computation of ratios—not applicable.
(13) Annual Report to security holders.
(14) Code of ethics—not applicable.
(18) Letter re change in accounting principles—not applicable.
(21) Subsidiaries of the registrant.
(22) Published report re matters submitted to vote of security holders—not applicable.
(24) Power of attorney—none.
(28)
Information from reports furnished to state insurance regulatory authorities—not applicable.
(31) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1—Chief Executive Officer
31.2—Chief Financial Officer
(32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sec. 1350.
12
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
October 19, 2023
October 19, 2023
October 19, 2023
By:
By:
By:
J.W. MAYS, INC.
(Registrant)
LLOYD J. SHULMAN
L J. S
Chairman of the Board,
Chief Executive Officer and President
MARK S. GREENBLATT
M S. G
Vice President, Chief Financial Officer
and Treasurer, Director
WARD N. LYKE, JR.
W N. L , J .
Vice President
and Assistant Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the date indicated.
Signature
Title
Date
LLOYD J. SHULMAN
L J. S
MARK S. GREENBLATT
M S. G
JENNIFER L. CARUSO
J L. C
ROBERT L. ECKER
R L. E
STEVEN GURNEY-GOLDMAN
S G -G
JOHN J. PEARL
J J. P
DEAN L. RYDER
D L. R
Chairman of the Board, Chief Executive
Officer, and President
Vice President, Chief Financial Officer
and Treasurer, Director
Director
Director
Director
Director
Director
13
October 19, 2023
October 19, 2023
October 19, 2023
October 19, 2023
October 19, 2023
October 19, 2023
October 19, 2023
INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2023,
which are incorporated herein by reference:
Report of Independent Registered Public Accounting Firms (pages 20-21)
Consolidated Balance Sheets (page 3)
Consolidated Statements of Operations (page 4)
Consolidated Statement of Changes in Shareholders’ Equity (page 5)
Consolidated Statements of Cash Flows (page 6)
Notes to Consolidated Financial Statements (pages 7-17)
Financial Statement Schedules
Real Estate and Accumulated Depreciation (page 18)
Report of Management (page 19)
All other schedules for which provision is made in the applicable regulations of the U. S. Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, accordingly, are omitted.
The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an
operating company and its subsidiaries are wholly-owned.
14
EXHIBIT INDEX TO FORM 10-K
(2)
(3)
Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable
(i) Certificate of incorporation and certificate of amendment — incorporated by reference
(ii) By-laws, as amended — incorporated by reference
(4)
Instruments defining the rights of security holders, including indentures—see Exhibit (3) above
(9) Voting trust agreement—not applicable
(10) Material contracts—(i) Retirement Plan and Trust, Summary Plan Description — incorporated by reference
(ii) Employment agreements — Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva,
each originally dated August 1, 2005, were incorporated by reference to Registrant’s Form 8-K dated
August 1, 2005. Each of these Employment Agreements had been extended on multiple occasions, the
most recent as of August 1, 2023, for three year periods. Each Employment Agreement dated as of
August 1, 2023 and scheduled to end on July 31, 2026 is attached as an Exhibit to this Form 10-K. On
October 3, 2023, Mr. Greenblatt tendered his resignation as Executive Vice President and Chief Financial
Officer of the Company effective December 31, 2023. He will continue to be subject to the terms and
conditions of his Employment Agreement with the Company through December 31, 2023.
(11) Statement re computation of per share earnings—not applicable
(12) Statement re computation of ratios—not applicable
(13) Annual Report to security holders
(14) Code of ethics—not applicable
(18) Letter re change in accounting principles—not applicable
(21) Subsidiaries of the Registrant
(22) Published report re matters submitted to vote of security holders—not applicable
(24) Power of attorney—none
(28)
Information from reports furnished to state insurance regulatory authorities—not applicable
(31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
31.1—Chief Executive Officer
31.2—Chief Financial Officer
(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
EX-101.INS XBRL INSTANCE DOCUMENT
EX-101.SCH XBRL TAXONOMY EXTENSION SCHEMA
EX-101.PRE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
EX-101.LAB XBRL TAXONOMY EXTENSION LABEL LINKBASE
EX-101.CAL XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
15
EXHIBIT 10 (ii)
EMPLOYMENT AGREEMENT
AGREEMENT made on the 1st day of August, 2023, which further modifies and extends the Employment Agreement originally made as
of the 1st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1st
day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1st day of
August, 2014, which expired on July 31, 2017, as modified and extended by the Employment Agreement made on the 22nd day of March,
2017 which expired on July 31, 2020, and as modified and extended by the Employment Agreement made on the 1st day of August, 2020,
between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York
11201 (hereinafter called the “Company”), and Lloyd J. Shulman (hereinafter called “Shulman” or “Employee”).
WHEREAS, Shulman has rendered distinguished and dedicated service to the Company for many years, currently serves as its President
and his services have continuing value to the Company; and
WHEREAS, the Company desires to assure continuity of the services of Shulman as President by means of an Employment Agreement and
Shulman is willing to enter into such Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful
operation of the Company’s business.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:
1. Nature of Services and Duties:
(A) The Company hereby employs Shulman and Shulman accepts employment as the President of the Company.
(B) Shulman shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to
the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees
of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his
position as President of the Company.
2. Term of Employment:
(A) Shulman’s employment hereunder shall commence as of August 1, 2023 and shall end at the close of business on July 31, 2026,
subject to earlier termination as provided in this Agreement in the event of Shulman’s retirement or permanent disability (the “Term of
Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an
interruption, cessation or termination of the terms of Shulman’s employment.
(B) Shulman may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.
(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following
events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or the like; or (ii) willful misconduct of the
Employee in connection with the performance of his duties under this Agreement; or (iii) violation of any material provision of this Agreement.
3. Compensation:
(A) The Company agrees to compensate Shulman for his services, and Shulman agrees to accept as compensation for his services,
during the period of his employment hereunder or any renewal thereof, the sum of not less than Four Hundred Ten Thousand and 00/100
($410,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with
respect to Senior Executives. Shulman shall be entitled to such increases and additional payments as may be determined from time to time by
the Board of Directors in its discretion.
(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now or hereafter adopted for
Executives or employees, including, but not limited to, pension, group insurance or medical plans, and in any other employee benefit plans,
whether similar to or different from any of the foregoing categories, offered or made available by the Company.
(C) The Company shall reimburse Shulman upon submission of vouchers by him, for all out-of-pocket expenses for entertainment,
travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.
(D) The Company shall have the right, at its option, to allocate payment of Shulman’s compensation or expenses, or any part thereof,
among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.
4. Restrictive Covenant:
(A) Shulman acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire
confidential information relating to the business and operation of the Company: and (ii) Shulman’s expertise and background would enable him
to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;
(B) Shulman shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any
person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including
without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information
regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration
dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial
arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or
entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would
be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and
gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach
of this Agreement. Upon Shulman’s termination of employment, he shall immediately deliver to the Company all of the Company’s
Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written
consent of the Company.
(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Shulman hereby agrees as follows:
1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during
the Term of Employment, Shulman shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner,
stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any
person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be
construed to prohibit investment by Shulman in publicly traded securities.
2
2. During the twenty-four (24) month period immediately following the termination of Shulman’s employment, without regard to
the reason for such termination, Shulman shall not directly or indirectly, whether on Shulman’s own account or as an employee, partner,
member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity
interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:
(a) enter into or engage in any business which is competitive with the Company’s Business.
(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, limited liability company or other
entity in any such capacity, directly or indirectly, if such business is competitive with that of the Company or if such business, or its successors
or assigns, competes with the Company or if such business, or its successors or assigns, solicits tenants of the Company.
(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any material part.
(D) For the purposes of this Agreement, a business will be deemed competitive with the Company’s Business if it engages in any
manner in the ownership, control, development, management and/or operation of real property.
(E) Shulman hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be
entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Shulman
from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the
Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Shulman’s expense, including reasonable
attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any
and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity,
otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.
(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive and shall remain binding
and enforceable, notwithstanding that any of the other provisions may be declared invalid, void or unenforceable and, in the case of the
geographical and time limitations, may be modified in geographical scope or duration by any court of competent jurisdiction to the extent
necessary to make such provision valid and enforceable.
(G) The provisions of this Section 4 shall survive the termination of Shulman’s employment.
(H) If any present or future statute of the State of New York provides protections or remedies relating to Confidential Information,
which are greater than the protections and remedies provided by this Agreement, then the Company shall also have the benefit of such
additional statutory protections and remedies.
(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any entity which is affiliated or
related to the Company, including, but not limited to Weinstein Enterprises, Inc.
5. Disability:
(A) If Shulman becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate
his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Shulman his compensation, as then in
effect, for the balance of his Term of Employment.
(B) Shulman shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days
during which Shulman is continuously unable, as a result of any physical or mental
3
ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s
request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in
the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the
opinion of its Medical Examiners, Shulman’s health is such that, for a period of ninety (90) days or more from that date, Shulman is and
probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major
duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such
certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New
York City Division), one (1) to be chosen by Shulman or on his behalf, one (1) by the Company, and the third (3rd) by the other two (2), if they
can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians
shall be final and binding upon both parties hereto.
6. Assignability of This Agreement:
This Agreement is personal and shall not be assignable by Shulman and its terms, covenants and conditions shall be binding upon and
inure to the benefit of the Company, or its successors and assigns.
7. Interpretation of This Agreement:
This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to
agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the
subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in
writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.
The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.
Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original.
8. Notices:
Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed by Registered or
Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail to the other party:
If to the Company:
If to Shulman:
at 9 Bond Street
Brooklyn, NY 11201
at 961 Route 52
Carmel, NY 10512
4
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate
seal affixed hereunto, and Shulman has affixed his hand and seal as of the date first above written.
(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary
J.W. Mays, Inc.
By: /s/ Mark Greenblatt
Mark Greenblatt, Vice President
and Treasurer
/s/ Lloyd J. Shulman
Lloyd J. Shulman
5
EMPLOYMENT AGREEMENT
AGREEMENT made on the 1st day of August, 2023, which further modifies and extends the Employment Agreement originally made as
of the 1st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1st
day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1st day of
August, 2014, which expired on July 31, 2017, as modified and extended by the Employment Agreement made on the 22nd day of March,
2017 which expired on July 31, 2020, and as modified and extended by the Employment Agreement made on the 1st day of August, 2020,
between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York
11201 (hereinafter called the “Company”), and Mark Greenblatt (hereinafter called “Greenblatt” or “Employee”)
WHEREAS, Greenblatt has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice
President and Treasurer and his services have continuing value to the Company; and
WHEREAS, the Company desires to assure continuity of the services of Greenblatt as a Vice President and Treasurer by means of an
Employment Agreement and Greenblatt is willing to enter into such Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful
operation of the Company’s business.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:
1. Nature of Services and Duties:
(A) The Company hereby employs Greenblatt and Greenblatt accepts employment as a Vice President and Treasurer of the Company.
(B) Greenblatt shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to
the control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees
of the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his
position as a Vice President and Treasurer of the Company.
2. Term of Employment:
(A) Greenblatt’s employment hereunder shall commence as of August 1, 2023 and shall end at the close of business on July 31, 2026,
subject to earlier termination as provided in this Agreement in the event of Greenblatt’s retirement or permanent disability (the “Term of
Employment”). Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an
interruption, cessation or termination of the terms of Greenblatt’s employment.
(B) Greenblatt may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.
(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following
events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or the like; or (ii) willful misconduct of the
Employee in connection with the performance of his duties under this Agreement; or (iii) violation of any material provision of this Agreement.
3. Compensation:
(A) The Company agrees to compensate Greenblatt for his services, and Greenblatt agrees to accept as compensation for his services,
during the period of his employment hereunder or any renewal thereof, the sum of not less than Four Hundred Ten Thousand and 00/100
($410,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with
respect to Senior Executives. Greenblatt shall be entitled to such increases and additional payments as may be determined from time to time by
the Board of Directors in its discretion.
(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now or hereafter adopted for
Executives or employees, including, but not limited to, pension, group insurance or medical plans, and in any other employee benefit plans,
whether similar to or different from any of the foregoing categories, offered or made available by the Company.
(C) The Company shall reimburse Greenblatt upon submission of vouchers by him, for all out-of-pocket expenses for entertainment,
travel, meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.
(D) The Company shall have the right, at its option, to allocate payment of Greenblatt’s compensation or expenses, or any part thereof,
among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.
4. Restrictive Covenant:
(A) Greenblatt acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire
confidential information relating to the business and operation of the Company: and (ii) Greenblatt’s expertise and background would enable
him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;
(B) Greenblatt shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to
any person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”),
including without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information,
information regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents,
expiration dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its
financial arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other
individuals or entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing
matters would be deemed confidential material or important, the parties stipulating that as between them such information is confidential,
important and gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a
material breach of this Agreement. Upon Greenblatt’s termination of employment, he shall immediately deliver to the Company all of the
Company’s Confidential Information and shall not retain in any copies of the Company’s Confidential Information without the express prior
written consent of the Company.
(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Greenblatt hereby agrees as follows:
1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during
the Term of Employment, Greenblatt shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner,
stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any
person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be
construed to prohibit investment by Greenblatt in publicly traded securities.
2
2. During the twenty-four (24) month period immediately following the termination of Greenblatt’s employment, without regard to
the reason for such termination, Greenblatt shall not directly or indirectly, whether on Greenblatt’s own account or as an employee, partner,
member, manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity
interest in any other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:
(a) enter into or engage in any business which is competitive with the Company’s Business.
(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, limited liability company or other
entity in any such capacity, directly or indirectly, if such business is competitive with that of the Company or if such business, or its successors
or assigns, competes with the Company or if such business, or its successors or assigns, solicits tenants of the Company.
(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any material part.
(D) For the purposes of this Agreement, a business will be deemed competitive with the Company’s Business if it engages in any
manner in the ownership, control, development, management and/or operation of real property.
(E) Greenblatt hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be
entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Greenblatt
from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the
Company shall be entitled to a temporary restraining order and a preliminary injunction, all at Greenblatt’s expense, including reasonable
attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any
and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity,
otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.
(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive and shall remain binding
and enforceable, notwithstanding that any of the other provisions may be declared invalid, void or unenforceable and, in the case of the
geographical and time limitations, may be modified in geographical scope or duration by any court of competent jurisdiction to the extent
necessary to make such provision valid and enforceable.
(G) The provisions of this Section 4 shall survive the termination of Greenblatt’s employment.
(H) If any present or future statute of the State of New York provides protections or remedies relating to Confidential Information,
which are greater than the protections and remedies provided by this Agreement, then the Company shall also have the benefit of such
additional statutory protections and remedies.
(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any entity which is affiliated or
related to the Company, including, but not limited to Weinstein Enterprises, Inc.
5. Disability:
(A) If Greenblatt becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate
his employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Greenblatt his compensation, as then in
effect, for the balance of his Term of Employment.
(B) Greenblatt shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days
during which Greenblatt is continuously unable, as a result of any physical or mental
3
ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s
request, examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in
the City of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the
opinion of its Medical Examiners, Greenblatt’s health is such that, for a period of ninety (90) days or more from that date, Greenblatt is and
probably will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major
duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such
certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New
York City Division), one (1) to be chosen by Greenblatt or on his behalf, one (1) by the Company, and the third (3rd) by the other two (2), if
they can agree thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said
physicians shall be final and binding upon both parties hereto.
6. Assignability of This Agreement:
This Agreement is personal and shall not be assignable by Greenblatt, and its terms, covenants and conditions shall be binding upon and
inure to the benefit of the Company, or its successors and assigns.
7. Interpretation of This Agreement:
This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to
agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the
subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in
writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.
The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.
Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original.
8. Notices:
Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed by Registered or
Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail to the other party:
If to the Company:
If to Greenblatt:
at 9 Bond Street
Brooklyn, NY 11201
at 1539 Tyler Avenue
East Meadow, NY 11554
4
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate
seal affixed hereunto, and Greenblatt has affixed his hand and seal as of the date first above written.
(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary
J.W. Mays, Inc.
By: /s/ Lloyd J. Shulman
Lloyd J. Shulman, President
/s/ Mark Greenblatt
Mark Greenblatt
5
EMPLOYMENT AGREEMENT
AGREEMENT made on the 1st day of August, 2023, which further modifies and extends the Employment Agreement originally made as
of the 1st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1st
day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1st day of
August, 2014, which expired on July 31, 2017, as modified and extended by the Employment Agreement made on the 22nd day of March,
2017 which expired on July 31, 2020, and as modified and extended by the Employment Agreement made on the 1st day of August, 2020,
between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York
11201 (hereinafter called the “Company”), and Ward N. Lyke, Jr. (hereinafter called “Lyke” or “Employee”).
WHEREAS, Lyke has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice President
and Assistant Treasurer and his services have continuing value to the Company; and
WHEREAS, the Company desires to assure continuity of the services of Lyke as a Vice President and Assistant Treasurer by means of an
Employment Agreement and Lyke is willing to enter into such Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful
operation of the Company’s business.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:
1. Nature of Services and Duties:
(A) The Company hereby employs Lyke and Lyke accepts employment as a Vice President and Assistant Treasurer of the Company.
(B) Lyke shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the
control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of
the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his
position as a Vice President and Assistant Treasurer of the Company.
2. Term of Employment:
(A) Lyke’s employment hereunder shall commence as of August 1, 2023 and shall end at the close of business on July 31, 2026, subject
to earlier termination as provided in this Agreement in the event of Lyke’s retirement or permanent disability (the “Term of Employment”).
Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or
termination of the terms of Lyke’s employment.
(B) Lyke may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.
(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following
events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or the like; or (ii) willful misconduct of the
Employee in connection with the performance of his duties under this Agreement; or (iii) violation of any material provision of this Agreement.
3. Compensation:
(A) The Company agrees to compensate Lyke for his services, and Lyke agrees to accept as compensation for his services, during the
period of his employment hereunder or any renewal thereof, the sum of not less than Two Hundred Seventy-Eight Thousand and 00/100
($278,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with
respect to Senior Executives. Lyke shall be entitled to such increases and additional payments as may be determined from time to time by the
Board of Directors in its discretion.
(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now or hereafter adopted for
Executives or employees, including, but not limited to, pension, group insurance or medical plans, and in any other employee benefit plans,
whether similar to or different from any of the foregoing categories, offered or made available by the Company.
(C) The Company shall reimburse Lyke upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel,
meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.
(D) The Company shall have the right, at its option, to allocate payment of Lyke’s compensation or expenses, or any part thereof,
among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.
4. Restrictive Covenant:
(A) Lyke acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential
information relating to the business and operation of the Company: and (ii) Lyke’s expertise and background would enable him to compete
with the business of the Company, which is the ownership, control, development, management and operation of real property;
(B) Lyke shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any
person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including
without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information
regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration
dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial
arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or
entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would
be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and
gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach
of this Agreement. Upon Lyke’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential
Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the
Company.
(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Lyke hereby agrees as follows:
1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during
the Term of Employment, Lyke shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner,
stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any
person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be
construed to prohibit investment by Lyke in publicly traded securities.
2
2. During the twenty-four (24) month period immediately following the termination of Lyke’s employment, without regard to the
reason for such termination, Lyke shall not directly or indirectly, whether on Lyke’s own account or as an employee, partner, member, manager,
officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any other
entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:
(a) enter into or engage in any business which is competitive with the Company’s Business.
(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, limited liability company or other
entity in any such capacity, directly or indirectly, if such business is competitive with that of the Company or if such business, or its successors
or assigns, competes with the Company or if such business, or its successors or assigns, solicits tenants of the Company.
(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any material part.
(D) For the purposes of this Agreement, a business will be deemed competitive with the Company’s Business if it engages in any
manner in the ownership, control, development, management and/or operation of real property.
(E) Lyke hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled
to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Lyke from violating
any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be
entitled to a temporary restraining order and a preliminary injunction, all at Lyke’s expense, including reasonable attorney’s fees and
disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such
remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise
available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.
(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive and shall remain binding
and enforceable, notwithstanding that any of the other provisions may be declared invalid, void or unenforceable and, in the case of the
geographical and time limitations, may be modified in geographical scope or duration by any court of competent jurisdiction to the extent
necessary to make such provision valid and enforceable.
(G) The provisions of this Section 4 shall survive the termination of Lyke’s employment.
(H) If any present or future statute of the State of New York provides protections or remedies relating to Confidential Information,
which are greater than the protections and remedies provided by this Agreement, then the Company shall also have the benefit of such
additional statutory protections and remedies.
(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any entity which is affiliated or
related to the Company, including, but not limited to Weinstein Enterprises, Inc.
5. Disability:
(A) If Lyke becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his
employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Lyke his compensation, as then in effect,
for the balance of his Term of Employment.
(B) Lyke shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days
during which Lyke is continuously unable, as a result of any physical or mental ailment,
3
to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request,
examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City
of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of
its Medical Examiners, Lyke’s health is such that, for a period of ninety (90) days or more from that date, Lyke is and probably will be
incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and
responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may
be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City
Division), one (1) to be chosen by Lyke or on his behalf, one (1) by the Company, and the third (3rd) by the other two (2), if they can agree
thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be
final and binding upon both parties hereto.
6. Assignability of This Agreement:
This Agreement is personal and shall not be assignable by Lyke and its terms, covenants and conditions shall be binding upon and inure
to the benefit of the Company, or its successors and assigns.
7. Interpretation of This Agreement:
This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to
agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the
subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in
writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.
The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.
Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original.
8. Notices:
Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed by Registered or
Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail to the other party:
If to the Company:
If to Lyke:
at 9 Bond Street
Brooklyn, NY 11201
at 41 Horsepound Road
Carmel, New York 10512
4
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate
seal affixed hereunto, and Lyke has affixed his hand and seal as of the date first above written.
(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary
J.W. Mays, Inc.
By: /s/ Lloyd J. Shulman
Lloyd J. Shulman, President
/s/ Ward N. Lyke, Jr.
Ward N. Lyke, Jr.
5
EMPLOYMENT AGREEMENT
AGREEMENT made on the 1st day of August, 2023, which further modifies and extends the Employment Agreement originally made as
of the 1st day of August, 2008, which expired on July 31, 2011, as modified and extended by the Employment Agreement made as of the 1st
day of August, 2011, which expired on July 31, 2014, as modified and extended by the Employment Agreement made as of the 1st day of
August, 2014, which expired on July 31, 2017, as modified and extended by the Employment Agreement made on the 22nd day of March,
2017 which expired on July 31, 2020, and as modified and extended by the Employment Agreement made on the 1st day of August, 2020,
between J.W. Mays, Inc., a New York corporation with offices and principal place of business located at 9 Bond Street, Brooklyn, New York
11201 (hereinafter called the “Company”), and George Silva (hereinafter called “Silva” or “Employee”).
WHEREAS, Silva has rendered distinguished and dedicated service to the Company for many years, currently serves as a Vice President
and his services have continuing value to the Company; and
WHEREAS, the Company desires to assure continuity of the services of Silva as a Vice President by means of an Employment Agreement
and Silva is willing to enter into such Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the continued successful
operation of the Company’s business.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:
1. Nature of Services and Duties:
(A) The Company hereby employs Silva and Silva accepts employment as a Vice President of the Company.
(B) Silva shall devote his best efforts and substantially all of his business time to advance the interests of the Company, subject to the
control of the Board of Directors, and subject to and bound by all personnel and corporate policies and procedures applicable to employees of
the Company. At all times he shall be furnished office accommodations adequate for the performance of his duties and compatible with his
position as a Vice President of the Company.
2. Term of Employment:
(A) Silva’s employment hereunder shall commence as of August 1, 2023 and shall end at the close of business on July 31, 2026, subject
to earlier termination as provided in this Agreement in the event of Silva’s retirement or permanent disability (the “Term of Employment”).
Leave of absence for any period of time authorized by the Board of Directors of the Company shall not be deemed an interruption, cessation or
termination of the terms of Silva’s employment.
(B) Silva may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice to the Company.
(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time for cause. The following
events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement or the like; or (ii) willful misconduct of the
Employee in connection with the performance of his duties under this Agreement; or (iii) violation of any material provision of this Agreement.
3. Compensation:
(A) The Company agrees to compensate Silva for his services, and Silva agrees to accept as compensation for his services, during the
period of his employment hereunder or any renewal thereof, the sum of not less than Three Hundred Twenty Four Thousand and 00/100
($324,000.00) Dollars per annum, payable in equal monthly or other installments in accordance with the general practice of the Company with
respect to Senior Executives. Silva shall be entitled to such increases and additional payments as may be determined from time to time by the
Board of Directors in its discretion.
(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now or hereafter adopted for
Executives or employees, including, but not limited to, pension, group insurance or medical plans, and in any other employee benefit plans,
whether similar to or different from any of the foregoing categories, offered or made available by the Company.
(C) The Company shall reimburse Silva upon submission of vouchers by him, for all out-of-pocket expenses for entertainment, travel,
meals, hotel accommodations and the like, incurred by him in the interest of the business of the Company.
(D) The Company shall have the right, at its option, to allocate payment of Silva’s compensation or expenses, or any part thereof,
among its subsidiaries or divisions, if any, to the extent applicable as its Board of Directors may from time to time direct.
4. Restrictive Covenant:
(A) Silva acknowledges that: (i) due to the nature of his duties, he has and will continue to have access to and will acquire confidential
information relating to the business and operation of the Company: and (ii) Silva’s expertise and background would enable him to compete
with the business of the Company, which is the ownership, control, development, management and operation of real property;
(B) Silva shall not at any time, either during or after his employment, directly or indirectly, divulge, disclose or communicate to any
person or entity, any non-public information affecting or relating to the business of the Company (the “Confidential Information”), including
without limitation the names and addresses of its tenants, sub-tenants and prospective or potential tenants, marketing information, information
regarding the nature and extent of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration
dates, rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its plans, its financial
arrangements or condition, its policies and procedures, or contracts and other relationships with and information regarding other individuals or
entities, including, but not limited to employees and independent contractors, regardless of whether any or all of the foregoing matters would
be deemed confidential material or important, the parties stipulating that as between them such information is confidential, important and
gravely affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section is a material breach
of this Agreement. Upon Silva’s termination of employment, he shall immediately deliver to the Company all of the Company’s Confidential
Information and shall not retain in any copies of the Company’s Confidential Information without the express prior written consent of the
Company.
(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Silva hereby agrees as follows:
1. Except under and pursuant to this Agreement, or as otherwise consented to in writing by the Company from time to time, during
the Term of Employment, Silva shall not at any time or place whatsoever, either directly or indirectly, engage or be interested as owner,
stockholder, partner, member director, officer, employee, independent contractor or otherwise, (either with or without compensation), in any
person, business or entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall not be
construed to prohibit investment by Silva in publicly traded securities.
2
2. During the twenty-four (24) month period immediately following the termination of Silva’s employment, without regard to the
reason for such termination, Silva shall not directly or indirectly, whether on Silva’s own account or as an employee, partner, member,
manager, officer or director of, or consultant or independent contractor to, or holder of more than five (5%) percent of the equity interest in any
other entity, within a fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:
(a) enter into or engage in any business which is competitive with the Company’s Business.
(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, limited liability company or other
entity in any such capacity, directly or indirectly, if such business is competitive with that of the Company or if such business, or its successors
or assigns, competes with the Company or if such business, or its successors or assigns, solicits tenants of the Company.
(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any material part.
(D) For the purposes of this Agreement, a business will be deemed competitive with the Company’s Business if it engages in any
manner in the ownership, control, development, management and/or operation of real property.
(E) Silva hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the Company shall be entitled
to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining Silva from violating
any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, the Company shall be
entitled to a temporary restraining order and a preliminary injunction, all at Silva’s expense, including reasonable attorney’s fees and
disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all such
remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise
available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations.
(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive and shall remain binding
and enforceable, notwithstanding that any of the other provisions may be declared invalid, void or unenforceable and, in the case of the
geographical and time limitations, may be modified in geographical scope or duration by any court of competent jurisdiction to the extent
necessary to make such provision valid and enforceable.
(G) The provisions of this Section 4 shall survive the termination of Silva’s employment.
(H) If any present or future statute of the State of New York provides protections or remedies relating to Confidential Information,
which are greater than the protections and remedies provided by this Agreement, then the Company shall also have the benefit of such
additional statutory protections and remedies.
(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any entity which is affiliated or
related to the Company, including, but not limited to Weinstein Enterprises, Inc.
5. Disability:
(A) If Silva becomes permanently disabled (as defined herein) during the period of his employment, the Company may terminate his
employment on not less than three (3) months’ prior notice, but the Company shall nevertheless pay Silva his compensation, as then in effect,
for the balance of his Term of Employment.
(B) Silva shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a period of ninety (90) days
during which Silva is continuously unable, as a result of any physical or mental ailment,
3
to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the Company’s request,
examined by New York University Medical Center, New York, New York, or any successor organization, or by any other Hospital in the City
of New York of comparable stature, mutually agreed upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of
its Medical Examiners, Silva’s health is such that, for a period of ninety (90) days or more from that date, Silva is and probably will be
incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and
responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such question, such certificate may
be obtained from a majority of a Board of three (3) licensed physicians, members of the American Medical Association (New York City
Division), one (1) to be chosen by Silva or on his behalf, one (1) by the Company, and the third (3rd) by the other two (2), if they can agree
thereon, otherwise by the then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be
final and binding upon both parties hereto.
6. Assignability of This Agreement:
This Agreement is personal and shall not be assignable by Silva and its terms, covenants and conditions shall be binding upon and inure
to the benefit of the Company, or its successors and assigns.
7. Interpretation of This Agreement:
This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to
agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the
subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in
writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any
provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.
The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the meaning thereof.
Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural.
This Agreement may be executed in one or more counterparts each of which shall be deemed an original.
8. Notices:
Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed by Registered or
Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail to the other party:
If to the Company:
If to Silva:
at 9 Bond Street
Brooklyn, NY 11201
at 115 Pearsall Avenue
Lynbrook, NY 11563
4
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by its Secretary and its corporate
seal affixed hereunto, and Silva has affixed his hand and seal as of the date first above written.
(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary
J.W. Mays, Inc.
By: /s/ Lloyd J. Shulman
Lloyd J. Shulman, President
/s/ George Silva
George Silva
5
EXHIBIT 13
J.W. MAYS, INC.
Annual Report
2023
Year Ended July 31, 2023
Page No.
2
2
3
4
5
6
7-17
18
19
20-21
22-26
26
27
27
J.W. MAYS, INC.
Contents
The Company
Message to Shareholders
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Real Estate and Accumulated Depreciation (Schedule III)
Report of Management
Report of Independent Registered Public Accounting Firm
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Controls and Procedures
Common Stock Information
Officers and Directors
Executive Offices
9 Bond Street, Brooklyn, N.Y. 11201-5805
Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, N.Y. 11219
Special Counsel
Holland & Knight LLP
31 West 52nd Street
New York, N.Y. 10019
Independent Registered Public Accounting Firm
Prager Metis CPAs, LLC
401 Hackensack Avenue
Hackensack, NJ, 07601
Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, November 21, 2023, at
10:00 A.M., Eastern Standard time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York 11201-5805
THE COMPANY
J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
J.W. MAYS, INC.
The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City; in Levittown
and Massapequa, Long Island, New York; in Fishkill, Dutchess County, New York; and in Circleville, Ohio. The major portions of these
properties are owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is
available for lease.
More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31,
2023.
J.W. MAYS, INC.
TO OUR SHAREHOLDERS:
The economy, still suffering from the effects of the COVID-19 pandemic, continued a gloomy operating environment for the Company in
fiscal 2023. Remote work and on-line shopping trends, which surged during the pandemic, have had a significant nationwide effect on office
and retail commercial real estate rentals. Volatility in the fair value of investments post pandemic have also had a negative impact on the
economy resulting in a lower valuation of our equity investments. Even with reduced demand for office and retail rentals, local real estate taxes
have increased while costs of inflation were higher than anticipated. Although these adverse economic effects in our industry have been
significant, the Company:
•
•
•
added several new tenants during this past fiscal year combined with increased rents for various existing tenants; partially offset by
the loss of several tenants. Overall, this resulted in a $1,180,420 increase in revenue from operations in fiscal 2023 to $22,576,455,
compared to $21,396,035 in the 2022 fiscal year.
reduced its fiscal 2022 net loss of $(712,371), or $(.35) per share, to $(82,964), or $(.04) per share in fiscal 2023.
increased cash, cash equivalents and restricted cash by $147,838 in fiscal 2023 compared to a $(364,822) decrease in the 2022 fiscal
year. Cash flows from operations improved $532,465 in fiscal 2023 to $2,221,910 from $1,689,445 in the 2022 fiscal year.
Our strategy of pursuing and entering into leases with governmental agencies and health care providers as tenants, as well as a significant
educational institution in our Fishkill building, and our ability to retain significant tenants over a long period of time, continues to serve our
Company well.
With our long history of resilience when facing difficult market conditions, I believe our Company will continue moving forward from
these challenging economic times. I specifically want to thank Mays’ personnel and our Board colleagues for their ongoing commitment and
support, our shareholders for their continuing belief in our Company and its future and our tenants for their continuing loyalty to our Company.
L J. S
Chairman, President and Chief Executive Officer
October 19, 2023
2
J.W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
July 31, 2023 and 2022
ASSETS
Property and Equipment-at cost:
Land
Buildings held for leasing:
Buildings, improvements and fixtures
Construction in progress
Accumulated depreciation
Buildings – net
Property and equipment-net
Cash and cash equivalents
Restricted cash
Receivables, net
Marketable securities
Prepaids and other assets
Deferred charges, net
Operating lease right-of-use assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgages payable
Accounts payable and accrued expenses
Security deposits payable
Operating lease liabilities
Deferred income taxes
Total liabilities
Shareholders’ Equity:
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued)
Additional paid in capital
Retained earnings
Common stock held in treasury, at cost - 162,517 shares at July 31, 2023 and July 31, 2022
Total Shareholders’ Equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
See Notes to Accompanying Consolidated Financial Statements.
3
July 31
2023
2022
$
6,067,805
$
6,067,805
77,703,358
1,767,444
79,470,802
(38,123,199)
41,347,603
47,415,408
1,215,921
1,001,814
3,044,190
2,300,441
2,773,004
3,250,700
30,913,904
91,915,382
5,144,205
1,718,435
1,005,925
26,512,112
4,230,000
38,610,677
2,178,297
3,346,245
49,068,015
54,592,557
(1,287,852)
53,304,705
91,915,382
$
$
$
75,794,089
2,653,212
78,447,301
(36,457,448)
41,989,853
48,057,658
1,020,585
1,049,312
2,771,121
2,761,069
2,628,570
3,614,640
32,108,363
94,011,318
6,358,289
2,321,764
1,051,428
26,600,168
4,292,000
40,623,649
2,178,297
3,346,245
49,150,979
54,675,521
(1,287,852)
53,387,669
94,011,318
$
$
$
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues
Rental income
Total revenues
Expenses
Real estate operating expenses
Administrative and general expenses
Depreciation
Total expenses
Income (loss) from operations
Other income (loss) and interest expense
Investment income
Change in fair value of marketable securities
Interest expense
Loss before income tax
Income tax provision (benefit)
Net loss
Loss per common share, basic and diluted
Dividends per share
Average common shares outstanding, basic and diluted
See Notes to Accompanying Consolidated Financial Statements.
4
Years Ended July 31,
2023
2022
$
22,576,455
22,576,455
$
21,396,035
21,396,035
15,383,378
5,280,853
1,688,557
22,352,788
223,667
228,344
(366,206)
(230,769)
(368,631)
(144,964)
(62,000)
(82,964)
(.04)
—
2,015,780
14,662,851
5,647,733
1,742,458
22,053,042
(657,007)
300,377
(393,763)
(251,978)
(345,364)
(1,002,371)
(290,000)
(712,371)
(.35)
—
2,015,780
$
$
$
$
$
$
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Balance at July 31, 2021
Net loss, year ended July 31, 2022
Balance at July 31, 2022
Net loss, year ended July 31, 2023
Balance at July 31, 2023
Common
Stock
2,178,297 $
$
Additional
Paid In
Capital
3,346,245 $
—
2,178,297
—
—
3,346,245
—
$
2,178,297 $
3,346,245 $
Retained
Earnings
49,863,350
(712,371)
49,150,979
(82,964)
49,068,015
Common
Stock Held in
Treasury
$ (1,287,852) $
—
(1,287,852)
—
$ (1,287,852) $
Total
54,100,040
(712,371)
53,387,669
(82,964)
53,304,705
See Notes to Accompanying Consolidated Financial Statements.
5
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows From Operating Activities:
Net loss
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense (recovery)
Provision (benefit) for deferred income tax
Net realized (gain) on sale of marketable securities
Net unrealized loss on marketable securities
Depreciation
Amortization of deferred charges
Operating lease expense in excess of cash payments
Deferred finance costs included in interest expense
Deferred charges
Changes in Operating Assets and Liabilities:
Receivables
Prepaids and other assets
Accounts payable and accrued expenses
Security deposits payable
Net cash provided by operating activities
Cash Flows From Investing Activities:
Acquisition of property and equipment
Marketable securities:
Receipts from sales
Payments for purchases
Net cash (used) in investing activities
Cash Flows From Financing Activities:
Payments – mortgages
Net cash (used) by financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
See Notes to Accompanying Consolidated Financial Statements.
6
Years Ended July 31,
2023
2022
$
(82,964)
$
(712,371)
(85,410)
(62,000)
(130,009)
366,206
1,688,557
452,781
1,106,403
38,112
(88,841)
(187,659)
(144,434)
(603,329)
(45,503)
2,221,910
352,920
(290,000)
(131,786)
393,763
1,742,458
507,564
1,217,044
38,112
(382,961)
(707,272)
(243,843)
(311,141)
216,958
1,689,445
(1,046,307)
(1,733,714)
287,291
(62,860)
(821,876)
(1,252,196)
(1,252,196)
147,838
2,069,897
2,217,735
$
1,001,854
(123,807)
(855,667)
(1,198,600)
(1,198,600)
(364,822)
2,434,719
2,069,897
$
J.W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number
of commercial real estate properties in New York and one building in Ohio. The Company’s business was founded in 1924 and incorporated
under the laws of the State of New York on July 6, 1927.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries (J. W. M. Realty
Corp. and Dutchess Mall Sewage Plant, Inc.), which are wholly-owned. Material intercompany items have been eliminated in consolidation.
Use of Estimates
The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America
(“GAAP”). The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, the
disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use
assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include
allowance for doubtful accounts, depreciation, impairment analysis of long-lived assets, income tax assets and liabilities, fair value of
marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that
management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may
differ from those estimates under different assumptions or conditions.
Restricted Cash
Restricted cash primarily consists of cash held in bank accounts for tenant security deposits and other amounts required under certain
loan agreements.
Accounts Receivable
Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic
assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine
whether a reserve or write-off is required. The Company uses specific identification to reserve for uncollectible accounts receivable in the
period when issues of collectibility become known. Collectibility issues include late rent payments, circumstances when a tenant indicates their
intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment.
Management also assesses collectibility by reviewing accounts receivable on an aggregate basis where similar characteristics exist. In
determining the amount of the allowance for credit losses, the Company considers past due status and a tenant’s payment history. We also
consider current market conditions and reasonable and supportable forecasts of future economic conditions. Our assessment considers volatility
in market conditions and evolving shifts in credit trends that may have a material impact on our allowance for uncollectible accounts
receivables in future periods. The Company’s allowance for uncollectible receivables is recorded as an offset to receivables. Activity in the
allowance for uncollectible receivables for each period follows:
Allowance for Uncollectible
Beginning balance
Charge-offs
Reserve Adjustments
Ending Balance
Allowance for
Uncollectible
Accounts Receivable
Period Ended July 31
Bad Debt Expense
Period Ended July 31
2023
$ 393,000
(149,337)
(128,663)
$ 115,000
2022
$ 318,000
—
75,000
$ 393,000
2023
—
43,253
(128,663)
(85,410)
$
$
2022
$
—
277,920
75,000
$ 352,920
7
Marketable Securities
The Company’s marketable securities consist of investments in equity securities and mutual funds. Dividends and interest income are
accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for
impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The
changes in the fair value of these securities are recognized in current period earnings in accordance with Accounting Standards Codification
(“ASC”) 825.
The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following
three broad levels, with Level 1 valuation being the highest priority:
Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the
measurement date (e.g., equity securities traded on the New York Stock Exchange).
Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either
directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or
similar assets or liabilities in markets that are not active).
Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that
observable inputs are not available.
Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no
changes in the methodologies used at July 31, 2023 and 2022.
Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the
Company has access to.
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual
funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset
value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.
In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring
basis presented at fair value.
Description
July 31, 2023
Level 1
Fair value measurements at reporting date
Level 2 Level 3
July 31, 2022
Level 1
Level 2 Level 3
Assets:
Marketable securities
Property and Equipment
$2,300,441
$2,300,441 $ — $ —
$2,761,069
$2,761,069 $ — $ —
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method.
Amortization of improvements to leased property is calculated over the life of the lease. Lives used to determine depreciation and amortization
are generally as follows:
Buildings and improvements
Improvements to leased property
Fixtures and equipment
Other
18-40 years
3-40 years
7-12 years
3-5 years
Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for
additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets
sold or retired, and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal,
and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is
amortized over the asset’s estimated useful life.
Impairment
The Company reviews property and equipment and related lease intangibles for possible impairment when certain events or changes in
circumstances indicate the carrying amount of the asset may not be recoverable though operations plus estimated disposition proceeds. Events
or changes in circumstances that may occur include, but are not limited to, significant changes in real
8
estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life.
Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets
classified as held for sale. As of July 31, 2023 and 2022, the Company has determined there was no impairment of its property and equipment
and related lease intangibles.
Deferred Charges
Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over
the related lease periods, ranging from 5 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.
Leases – Lessor Revenue
The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09 (Topic 606) Revenue from
Contracts with Customers. Rental income is recognized from tenants under executed leases no later than on an established date or on an earlier
date if the tenant should commence conducting business. Unbilled receivables are included in accounts receivable and represent the excess of
scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the
lease. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior
periods, are recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of
any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. As lessor, we have elected to combine the lease
components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate
taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be
realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net
realizable value. Rental payments received in advance are deferred until earned.
In April 2020, the Financial Accounting Standards Board issued a Staff Q&A on accounting for leases during the COVID-19 pandemic,
focused on the application of lease guidance in ASC Topic 842, Leases (“ASC 842”). The Q&A states that it would be acceptable to make a
policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as
lease modifications under certain conditions. Entities making the election will continue to recognize rental revenue on a straight-line basis for
qualifying concessions. Rent deferrals would result in an increase to accounts receivable during the deferral period with no impact on rental
revenue recognition. The Company elected this policy during the year ended July 31, 2020. Rent deferrals included in receivables were
$50,000 and $250,000 as of July 31, 2023 and 2022, respectively.
Leases – Lessee
The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in
operating lease right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets.
Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities
represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized
at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an
implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining
the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably
certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Taxes
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the
Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals, reserves and net operating loss
carry forwards which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the
recognition of unrealized gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation. Deferred
tax assets and liabilities are offset for each jurisdiction and are presented net on the consolidated balance sheets.
9
The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Actual
income taxes could vary from these estimates due to future changes in income tax law or results from the final review of tax returns by federal,
state or city tax authorities. Financial statement effects on tax positions are recognized in the period in which it is more likely than not that the
position will be sustained upon examination, the position is effectively settled or when the statute of limitations to challenge the position has
expired. Interest and penalties, if any, related to unrecognized tax benefits are recorded as interest expense and administrative and general
expenses, respectively.
Income Per Share of Common Stock
Income per share has been computed by dividing net income for the year by the weighted average number of shares of common stock
outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 in fiscal
years 2023 and 2022.
2. MARKETABLE SECURITIES:
As of July 31, 2023 and 2022, the Company’s marketable securities were classified as follows:
July 31, 2023
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Cost
Fair
Value
Cost
July 31, 2022
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available-for-sale:
Mutual funds
Corporate equity securities
$ 595,166 $301,007
499,287
$1,500,147 $800,294
904,981
$ —
—
$ —
$ 896,173 $ 528,976 $ 269,400
1,404,268 1,065,593
897,100
$2,300,441 $1,594,569 $1,166,500
$ —
—
$ —
$ 798,376
1,962,693
$2,761,069
Investment income for the years ended July 31, 2023 and 2022 consists of the following:
Dividend and interest income
Gain on sale of marketable securities
Total
3. LONG-TERM DEBT—MORTGAGES:
Mortgage:
Bond St. land and building, Brooklyn, NY (1)
Fishkill land and building (2)
Deferred financing costs
Total
2023
2022
$ 98,335 $168,591
130,009 131,786
$228,344 $300,377
Current
Annual
Interest
Rate
Final
Payment
Date
Years Ended July 31,
2023
2022
4.375%
3.980%
12/1/2024 $1,653,117 $2,759,236
4/1/2025 3,545,719 3,691,796
(92,743)
$5,144,205 $6,358,289
(54,631)
(1)
(2)
In November 2019, the Company refinanced the remaining balance of a $6,000,000, 3.54% interest rate loan with another bank for
$5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate on the new loan is fixed at 4.375%. The loan is self-
liquidating over a period of five years and secured by the Nine Bond Street land and building in Brooklyn, New York.
In March 2020, the Company obtained a loan with a bank in the amount of $4,000,000 to finance renovations and brokerage
commissions relating to space leased to a community college at the Fishkill, New York building. The loan is secured by the Fishkill, New
York land and building; amortized over a 20-year period with an interest rate of 3.98% and is due in five years.
10
Maturities of long-term mortgages outstanding at July 31, 2023 are as follows:
Year Ended July 31:
2024
2025
Subtotal
Deferred financing costs
Total
Amount
$1,308,071
3,890,765
5,198,836
(54,631)
$5,144,205
The carrying value of the property collateralizing the above debt is $33,869,301 at July 31, 2023.
4. OPERATING LEASES:
Lessor
The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from
approximately 5 to 49 years. The leases provide for the payment of fixed base rent payable monthly in advance as well as reimbursements of
real estate taxes and common area costs. The Company has elected to account for lease revenues and the reimbursements of common area costs
as a single component included as rental income in our consolidated statements of operations.
The following table disaggregates the Company’s revenues by lease and non-lease components:
Base rent – fixed
Reimbursements of common area costs
Non-lease components (real estate taxes)
Rental income
Base rent – fixed
Company owned property
Leased property
Reimbursements of common area costs &
Non lease components (real estate taxes)
Company owned property
Leased property
Total
Years Ended July 31,
2022
2023
936,438
$20,541,387 $19,534,802
839,950
1,098,630 1,021,283
$22,576,455 $21,396,035
Years Ended July 31,
2022
2023
$13,856,697 $12,893,208
6,684,690 6,641,594
20,541,387 19,534,802
712,145
1,322,923 1,234,537
626,696
2,035,068 1,861,233
$22,576,455 $21,396,035
Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
Year Ended July 31,
2024
2025
2026
2027
2028
After 2028
Total
11
Company
Owned
Property
Total
Leased
Property
$10,442,346 $ 4,076,156 $14,518,502
8,960,152 3,137,292 12,097,444
8,028,846 3,002,809 11,031,655
6,906,617 2,860,024 9,766,641
6,069,044 2,814,151 8,883,195
25,835,446 5,617,784 31,453,230
$66,242,451 $21,508,216 $87,750,667
Lessee
The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases
expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise
that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements.
In July 2022, the Company entered into lease agreements with its landlord for two of its properties as follows:
(1)
Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond
May 31, 2030 for a total of twenty years through May 31, 2050. In April 2023, the Company exercised the first five-year option
period, extending the lease expiration date to May 31, 2035. The effect of the lease extension on the measurement of operating
right-of-use assets, liabilities, and monthly rent expense follows:
Increase in
Operating
Lease Right-
of-Use Asset
Jamaica Avenue at 169th Street
Increase in
Operating
Lease
Liability
Decrease in
Monthly
Rent
Expense
Remeasurement change resulting from April 2023 lease extension
$1,201,952 $1,201,952
$(30,563)
As of July 31, 2023, it is not reasonably certain the remaining three options to extend the lease will be exercised by the Company.
(2)
504-506 Fulton Street, Brooklyn, New York – In July, 2022 the lease agreement was modified to increase monthly lease payments
from $30,188 per month to $34,716 per month commencing on May 1, 2026 through April 30, 2031. The effect of the lease
modification on the measurement of operating right-of-use assets, liabilities, and monthly rent expense follows:
Remeasurement change resulting from July 2022 lease modification
$94,412
$94,412
$2,563
The landlord is Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board of Directors who also
principally owns the Company.
Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as
follows:
Increase in
Operating
Lease Right-
of-Use Asset
504-506 Fulton Street
Increase in
Operating
Lease
Liability
Increase in
Monthly
Rent
Expense
Sublease income
Operating lease cost
Excess of sublease income over lease cost
Other information:
Operating cash flows from operating leases
12
Years Ended July 31,
2022
2023
$ 7,396,835 $ 7,268,290
(3,239,348) (3,333,406)
$ 4,157,487 $ 3,934,884
Years Ended July 31,
2022
2023
$2,132,945 $2,116,363
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of July 31, 2023:
Year ended July 31
2024
2025
2026
2027
2028
Thereafter
Total undiscounted cash flows
Less: present value discount
Total Lease Liabilities
Operating
Leases
$ 2,150,129
2,167,284
2,237,257
2,328,731
2,349,076
24,032,926
35,265,403
(8,753,291)
$ 26,512,112
As of July 31, 2023, our operating leases had a weighted average remaining lease term of 16.59 years and a weighted average discount
rate of 3.72%.
5. INCOME TAX:
Income taxes provided for the years ended July 31, 2023 and 2022 consist of the following:
Current:
Federal
Deferred taxes (benefit):
Federal
State
Income tax provision (benefit)
2023
2022
$
— $
—
(33,000) (220,000)
(29,000)
(70,000)
$(62,000) $(290,000)
Taxes provided for the years ended July 31, 2023 and 2022 differ from amounts which would result from applying the federal statutory
tax rate to pre-tax income, as follows:
Loss before income taxes
Other-net
Adjusted pre-tax loss
Statutory rate
Income tax provision (benefit) at statutory rate
State deferred income taxes (benefit)
Other-net
Income tax provision (benefit)
2023
2022
(26,852)
$(144,964) $(1,002,371)
(48,211)
$(171,816) $(1,050,582)
21.00%
21.00%
$ (36,081) $ (220,622)
(70,000)
622
$ (62,000) $ (290,000)
(29,000)
3,081
The Company has a federal net operating loss carryforward approximating $9,172,000 and $10,096,000 as of July 31, 2023 and July 31,
2022, respectively, available to offset future taxable income. As of July 31, 2023 and 2022, the Company had unused net operating loss
carryforwards of approximately $12,420,000 for state, and $10,218,000 for city, available to offset future taxable income. The net operating
loss carryforwards will begin to expire, if not used, in 2035.
New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital based
franchise taxes. Beginning with the Company’s tax year ended July 31, 2025, changes in the law required the state capital based tax will be
phased out. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to
administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due
to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city
deferred taxes.
Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions. The statute of limitations in each of
the state jurisdictions in which the Company operates remain open until the years are settled for federal income tax purposes, at which time
amended state income tax returns reflecting all federal income tax adjustments are filed. As of July 31, 2023, there were no income tax audits
in progress that would have a material impact on the consolidated financial statements.
13
Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2023 and 2022 are a result of temporary
differences related to the items described as follows:
2023
2022
Rental income received in advance
Operating lease liabilities
Federal net operating loss carryforward
State net operating loss carryforward
Unbilled receivables
Property and equipment
Unrealized gain on marketable securities
Operating lease right-of-use assets
Other
Net deferred tax liability
Deferred
Tax Assets
Deferred
Tax Assets
Deferred
Tax Liabilities
Deferred
Tax Liabilities
—
— $
164,992 $
$
150,864 $
—
— 7,338,986
7,338,553
—
— 2,119,555
1,929,890
—
811,117
—
829,669
—
—
623,249
729,375
— 5,052,217
— 5,065,135
—
—
321,837
221,521
— 8,858,697
— 8,556,969
—
—
$10,343,000 $14,573,000 $10,564,000 $14,856,000
$ 4,292,000
$ 4,230,000
129,350
94,024
Management periodically assesses the realization of its net deferred tax assets by evaluating all available evidence, both positive and
negative, associated with the Company and determining whether, based on the weight of that associated evidence, a valuation allowance for the
deferred tax assets is needed. Based on this analysis, management has determined that it is more likely than not that future taxable income will
be sufficient to fully utilize the federal and state deferred tax assets at July 31, 2023.
Components of the deferred tax provision (benefit) for the years ended July 31, 2023 and 2022 consist of the following:
Book depreciation exceeding tax depreciation
Reserve for bad debts
Lease expense per book in excess of cash paid
Federal net operating loss carryforward
State net operating loss carryforward
Rental income received in advance
Unbilled receivables
Other
2023
2022
35,255
$ 14,000 $ 88,196
(20,697)
(301,218) (335,688)
51,956
189,665
(1,166)
(18,725)
(16,958)
14,120
106,158
54,220
(101,255) (109,863)
$ (62,000) $(290,000)
6. EMPLOYEES’ RETIREMENT PLANS:
The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were
charged $471,087 and $469,202 as contributions to the Plan for fiscal years 2023 and 2022, respectively.
MULTI-EMPLOYER PLAN:
The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions
to the pension plan for the years ended July 31, 2023 and 2022 were $117,494 and $94,857, respectively. Contributions and costs are
determined in accordance with the provisions of negotiated labor contracts or terms of the plan. The Company also contributes to a union
sponsored health benefit plan.
CONTINGENT LIABILITY FOR PENSION PLANS:
Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan.
Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to
continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under
14
this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan. Information for contributing
employer’s participation in the multi-employer plan:
Legal name of Plan:
Employer identification number:
Plan number:
Date of most recent Form 5500:
Certified zone status:
Status determination date:
Plan used extended amortization provisions in status calculation:
Minimum required contribution:
Employer contributing greater than 5% of Plan
contributions for year ended December 31, 2021:
Rehabilitation plan implemented:
Employer subject to surcharge:
Contract expiration date:
United Food and Commercial Workers
Local 888 Pension Fund
13-6367793
001
December 31, 2021
Critical and declining status
January 1, 2021
Yes
Yes
Yes
Yes
Yes
November 30, 2025
For the plan years 2019 through November 30, 2021, under the pension fund’s rehabilitation plan, the Company agreed to pay a
minimum contribution rate equal to a 9% increase over the prior year total contribution rate. Effective December 1, 2022 through the contract
expiration date of November 30, 2025, the Company’s contribution rate is 20.16% of each covered employee’s pay. The contract also covers
rates of pay, hours of employment and other conditions of employment for approximately 27% of the Company’s 30 employees. The Company
considers that its labor relations with its employees and union are good.
7. CASH FLOW INFORMATION:
For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with
maturities of three months or less, which are readily convertible into cash. The following is a reconciliation of the Company’s cash and cash
equivalents and restricted cash to the total presented on the consolidated statements of cash flows:
Cash and cash equivalents
Restricted cash, tenant security deposits
Restricted cash, escrow
Restricted cash, other
July 31
2023
2022
$ 1,215,921 $ 1,020,585
950,430
71,742
27,140
$ 2,217,735 $ 2,069,897
898,791
71,763
31,260
Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance
with certain loan agreements, and security deposits with landlords and utility companies.
Supplemental disclosure:
Cash Flow Information
July 31,
2023
2022
Interest paid, net of capitalized interest of $47,472 (2023), and $76,642 (2022)
Income tax (refunded)
$ 234,596 $256,431
—
—
Non-cash information
Recognition of operating lease right-of-use assets
Recognition of operating lease liabilities
15
$1,201,952 $ 94,412
1,201,952 94,412
8. FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS:
The following disclosure of estimated fair value was determined by the Company using available market information and appropriate
valuation methods. Considerable judgment is necessary to develop estimates of fair value. The estimates presented herein are not necessarily
indicative of the amounts that could be realized upon disposition of the financial instruments.
The Company estimates the fair value of its financial instruments using the following methods and assumptions: (i) quoted market prices,
when available, are used to estimate the fair value of investments in marketable debt and equity securities; (ii) discounted cash flow analyses
are used to estimate the fair value of long-term debt, using the Company’s estimate of current interest rates for similar debt; and (iii) carrying
amounts in the consolidated balance sheet approximate fair value for cash and cash equivalents, restricted cash, and tenant security deposits
due to their high liquidity.
Cash and cash equivalents
Restricted cash
Marketable securities
Security deposit payable
Mortgages payable
July 31, 2023
July 31, 2022
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
$1,215,921 $1,215,921 $1,020,585 $1,020,585
$1,001,814 $1,001,814 $1,049,312 $1,049,312
$2,300,441 $2,300,441 $2,761,069 $2,761,069
$1,005,925 $1,005,925 $1,051,428 $1,051,428
$5,198,836 $4,558,652 $6,451,032 $6,097,808
Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, restricted
cash, cash and cash equivalents, and receivables. Marketable securities, restricted cash, cash and cash equivalents are placed with multiple
financial institutions and instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize
all such risk.
As of July 31, 2023, four tenants accounted for approximately 60.61% and in 2022, five tenants accounted for approximately 68.90% of
receivables. During the year ended July 31, 2023, two tenants accounted for 29.43% and in 2022, two tenants accounted for 31.12% of total
rental revenue.
9. DEFERRED CHARGES:
Deferred charges for the fiscal years ended July 31, 2023 and 2022 consist of the following:
July 31, 2023
July 31, 2022
Leasing brokerage commissions
Professional fees for leasing
Total
Gross
Carrying
Amount
Accumulated
Amortization
Accumulated
Amortization
$5,471,610 $ 2,253,786 $5,649,633 $ 2,077,445
85,358
$5,599,420 $ 2,348,720 $5,777,443 $ 2,162,803
127,810
127,810
94,934
Gross
Carrying
Amount
The aggregate amortization expense for the periods ended July 31, 2023 and July 31, 2022 were $452,781, and $507,564, respectively.
The weighted average life of current year additions to deferred charges was three years.
The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
2024
2025
2026
2027
2028
Year Ended July 31
16
Amortization
$450,921
$409,707
$382,234
$323,830
$315,434
10. RELATED PARTY TRANSACTIONS:
The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the
Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land (Premises”) located
at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.
In July 2022, the Company entered into lease agreements with Landlord as follows:
(1)
Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond
May 31, 2030 for a total of twenty years through May 31, 2050. In April 2023, the Company exercised the first five-year option
period, extending the lease expiration date to May 31, 2035. As of July 31, 2023, it is not reasonably certain the remaining three
options to extend the lease will be exercised by the Company.
(2)
504-506 Fulton Street, Brooklyn, New York – In July 2022 the lease agreement was modified to increase monthly lease payments
from $30,188 per month to $34,716 per month commencing on May 1, 2026 through April 30, 2031.
Rent payments and expense relating to these two operating leases with Landlord follow:
Property
Jamaica Avenue at 169th Street
504-506 Fulton Street
Total
Rent Payments
Year Ended July 31
2022
2023
Rent Expense
Year Ended July 31
2022
2023
$625,000 $625,000 $1,395,185 $1,517,437
362,250 362,250
353,001
$987,250 $987,250 $1,776,380 $1,870,438
381,195
The following summarizes assets and liabilities related to these two leases:
Right-Of-Use Assets
July 31
Liabilities
July 31
Property
Jamaica Avenue at 169th Street
504-506 Fulton Street
Total
2022
2023
Expiration Date
2023
$11,430,657 $11,442,093 $5,210,087 $4,451,338 May 31, 2035
2,431,554 2,683,787 2,556,421 2,789,709 April 30, 2031
$13,862,211 $14,125,880 $7,766,508 $7,241,047
2022
Upon termination of the Jamaica, New York lease, currently in 2035, all premises included in operating lease right-of-use assets plus
leasehold improvements will be turned over to the Landlord.
11. CAPITALIZATION:
The Company is capitalized entirely through common stock with identical voting rights and rights to liquidation. Treasury stock is
recorded at cost and consists of 162,517 shares at July 31, 2023 and July 31, 2022, respectively.
12. CONTINGENCIES:
There are various other lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these
matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.
If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create
a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be
determined at this time.
17
J.W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2023
SCHEDULE III
Col. A
Col. B
Col. C
Initial Cost to Company
Col. D
Cost Capitalized
Subsequent to
Acquisition
Building &
Improvements Improvements
Carried
Cost
Col. E
Col. F
Col. G Col. H
Gross Amount at Which Carried
At Close of Period
Building &
Improvements
Total
Land
Accumulated
Depreciation
Date of
Construction
Date
Acquired
Col. I
Life on Which
Depreciation in
Latest Income
Statement is
Computed
Description Encumbrances Land
Office and
Rental
Buildings
Brooklyn,
New York
Fulton
Street at
Bond
Street
Jamaica,
$1,653,117 $3,901,349
$7,403,468 $24,960,126
$— $3,901,349 $32,363,594 $36,264,943 $16,299,148 Various Various
(1)(2)
New York
Jamaica
Avenue at
169th
Street
Fishkill, New
York
Route 9 at
Interstate
Highway
84
Brooklyn,
New York
Jowein
Building
Fulton
Street and
Elm Place
Levittown,
New York
Hempstead
Turnpike
Circleville,
Ohio
Tarlton
Road
Total(A)
—
—
—
474,358 —
—
474,358
474,358
153,378
1959
1959
(3)
3,545,719
594,723
7,212,116
16,547,736 —
594,723
23,759,852 24,354,575 10,451,069
10/74
11/72
(1)
— 1,324,957
728,327
17,289,845 — 1,324,957
18,018,172 19,343,129
7,617,745
1915
1950
(1)(2)
—
125,927
—
— —
125,927
—
125,927
—
4/69
6/62
(1)
—
120,849
4,388,456
113,620 —
$5,198,836 $6,067,805 $19,732,367 $59,385,685
120,849
3,364,291
$— $6,067,805 $79,118,052 $85,185,857 $37,885,631
4,502,076 4,622,925
9/92
12/92
(1)
(1) Building and improvements 18–40 years
(2) Improvements to leased property 3–40 years
(3) Upon lease termination in 2035, the building and all improvements will be turned over to the landlord as property owner (See Notes 1 and
10 to the Accompanying Consolidated Financial Statements). Leasehold improvements are amortized over the life of the lease.
(A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $352,750 and Accumulated
Depreciation thereon of $237,568 at July 31, 2023.
Investment in Real Estate
Balance at Beginning of Year
Improvements
Retirements
Balance at End of Year
Accumulated Depreciation
Balance at Beginning of Year
Additions Charged to Costs and
Expenses
Retirements
Balance at End of Year
Year Ended July 31,
2022
2023
$84,139,551 $82,496,432
1,046,306 1,643,119
—
—
$85,185,857 $84,139,551
$36,244,642 $34,548,196
1,640,989 1,696,446
—
—
$37,885,631 $36,244,642
18
J.W. MAYS, INC.
REPORT OF MANAGEMENT
Management is responsible for the preparation and reliability of the financial statements and the other financial information in this
Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that
the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established
policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to
changes in operations.
The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees
of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards
generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual
results could differ from estimated amounts.
To ensure complete independence, Prager Metis CPAs, LLC, the independent registered public accounting firm, has full and free access
to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal
controls and the quality of financial reporting.
19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
J.W. Mays, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and Subsidiaries (the “Company”) as of July 31, 2023
and 2022 and the related consolidated statements of operations, changes in shareholders equity and cash flows for the years ended July 31,
2023 and 2022, and the related notes and financial statement schedules (collectively referred to as the “consolidated financial statements”). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31,
2023 and 2022, and the consolidated results of its operations and its cash flows for each of the years ended July 31, 2023 and 2022, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We
believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit
matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.
Impairment
Critical Audit Matter Description
As described in Note 1 to the consolidated financial statements, the Company reviews its property and equipment for potential
impairment when certain events or changes in circumstances indicate the carrying amount may not be recoverable. Those events and
circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation
to sell assets before the end of the previously estimated life. In evaluating property and equipment for indicators of impairment, management
considers undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset.
Considering estimated future cash flows requires management to make assumptions about the probabilities of various outcomes relating to
market conditions, estimated holding periods, capitalization rates, and potential proceeds if a property was sold. We identified the evaluation of
impairment of property and equipment as a critical audit matter.
20
The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of
estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates
and assumptions utilized in considering cash flows for cost recoverability and making fair value measurements.
How the Critical Audit Matter was addressed in Our Audit
Our audit procedures related to the evaluation of impairment included the following, among others. We obtained an understanding of the
relevant controls over management’s evaluation of potential property and equipment impairments, such as controls over the Company’s
monitoring of the property and equipment, controls over the Company’s consideration of future cash flows, and controls over the Company’s
estimates of fair value. In consideration of impairment indicator criteria established in management’s accounting policies over impairment, we
evaluated the completeness of the population of properties requiring further analysis. We examined and evaluated the Company’s undiscounted
cash flows and estimates of fair value over properties identified for potential impairment. We evaluated the reasonableness of the methods and
significant assumptions used, including probabilities of outcomes, holding periods, capitalization rates, and potential proceeds if a property was
sold. We evaluated these items in comparison with historical performance of the impacted properties and with comparable observable market
data. Our assessment included evaluation of these assumptions, and we considered whether such assumptions were consistent with evidence
obtained in other areas of the audit.
/s/ Prager Metis CPAs, LLC (PCAOB ID: Number 273)
We have served as the Company’s auditor since 2020.
Hackensack, NJ
October 19, 2023
21
J.W. MAYS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our
consolidated financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and
“us” refer to J.W. Mays, Inc. and subsidiaries.
FORWARD LOOKING STATEMENTS
The following can be interpreted as including forward-looking statements under the Private Securities Litigation Reform Act of 1995.
The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such
statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements
are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary
significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to,
availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and
require the most difficult, subjective or complex judgments. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and
liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period and related
disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and
estimates used in the preparation of our financial statements. Estimates are based on historical experience, where applicable or other
assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as our critical
accounting policies. Actual results may differ from these estimates under different assumptions and conditions.
Receivables
Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic
assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine
whether a reserve or write-off is required. The Company uses specific identification to write-off receivables to bad debt expense in the period
when issues of collectability become known.
Marketable securities
We invest in mutual funds with our extra available cash. The mutual funds are valued daily by the funds based on the assets included
within the funds. Our mutual fund investments are recorded in the consolidated financial statements at the daily value established by the
mutual funds and we can liquidate our investments at any time. Our investments in corporate equity securities are valued at prices established
on the various stock exchanges. We can liquidate these investments at any time. Our investment valuations are subject to market fluctuations
and can substantially change in value at any time.
Property and equipment
Property and equipment are stated at cost and depreciated over the shorter of the asset’s useful life or the life of the lease. Capital
improvements no longer in use are written off. Management reviews the value of the properties for significant decreases in valuation. If any
significant decreases in valuation are noted, the adjustment is recorded in the financial statements.
22
Deferred charges
Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over
the related lease periods, ranging from 5 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.
Leases - Lessor Revenue Recognition
The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09 (Topic 606) Revenue from
Contracts with Customers. Rental income is recognized from tenants under executed leases no later than on an established date or on an earlier
date if the tenant should commence conducting business. The effect of lease modifications that result in rent relief or other credits to tenants are
recognized in the period when the lease modification is signed. If the amounts are not determined to be realizable, the accrued but unpaid rent
is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in
advance are deferred until earned. We have made the policy election available to us based on the Financial Accounting Standards Board’s
guidance for leases during COVID-19, which allows us to continue recognizing rental revenue for rent deferral agreements and to recognize
rent abatements as a reduction of revenue in the period granted.
Leases – Lessee
The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in
operating lease right-of-use assets and operating lease liabilities on the Company’s balance sheet. Operating lease right-of-use assets represent
the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments
arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value
of lease payments over the lease term.
Taxes
Our income tax accrual takes into effect taxes that are currently payable, based on our income tax returns filed, and taxes that will be
payable in the future based on income earned in the current year that is not taxable until future events occur offset by expenses incurred in the
current year that are not deductible until future events occur. Tax audits increase or decrease the amounts currently payable based on the results
of the audits. The tax provision is an estimate and can change at any time due to changes in tax laws and tax rates.
FISCAL 2023 COMPARED TO FISCAL 2022
Net loss for the year ended July 31, 2023 amounted to $(82,964) or $(.04) per share, compared to net loss for the year ended July 31,
2022 of $(712,371) or $(.35) per share.
Revenues in the current year increased to $22,576,455 from $21,396,035 in the comparable 2022 year primarily due to rental income
from several new tenants, and increased rents from existing tenants; partially offset by the loss of several tenants.
Real estate operating expenses in the current year increased to $15,383,378 from $14,662,851 in the comparable 2022 year primarily due
to increases in real estate taxes, insurance, building maintenance, and water and sewer costs.
Administrative and general expenses in the current year decreased to $5,280,853 from $5,647,733 in the comparable 2022 year primarily
due to decreases in bad debt expense and legal and professional fees; partially offset by increases in payroll costs.
Depreciation expense in the current year of $1,688,557 decreased from $1,742,458 in the comparable 2022 year primarily from certain
fully depreciated improvements at the Company’s 9 Bond Street and Jamaica, New York properties; partially offset by increased depreciation
for improvements at the Company’s Fishkill, New York building.
Other income (loss) and interest expense of $(368,631) declined in the current year from $(345,364) in the comparable 2022 year,
primarily due to a decrease in dividend and interest income partially offset by an increase in the fair value of marketable securities and a
decrease in interest expense.
LIQUIDITY AND CAPITAL RESOURCES
In August 2022, the Company leased 58,832 square feet at the Company’s Fishkill, New York building for use as storage space for six
months which expired in February 2023. Total rent of $576,259 was prepaid at lease commencement and amortized as revenue over the entire
term of the lease. Brokerage commissions were $27,084.
23
In August 2022, a tenant notified the Company of its intention to extend its leases for one year through September 30, 2023 as follows:
(1) 25,423 square feet of office space at the Company’s 9 Bond Street building in Brooklyn, New York.
(2) 38,109 square feet of office space at the Company’s Jamaica, New York property.
In September 2022, a tenant who occupies 10,000 square feet at the Company’s Levittown, New York property exercised its option to
renew the lease for another five-year term through May 4, 2028.
On October 4, 2022, a tenant who occupies 1,140 square feet of retail space at the Company’s Nine Bond Street building in Brooklyn,
New York agreed to terminate their lease effective October 31, 2022. In July 2023 another retail tenant took occupancy of this space.
Effective November 1, 2022, a tenant who occupies 10,000 square feet at the Company’s Jowein building in Brooklyn, New York agreed
to terminate their lease. The loss in rental income will approximate $120,000 per annum.
In December 2022, a tenant who occupies 5,167 square feet at the Company’s Nine Bond Street building in Brooklyn, New York agreed
to terminate the lease. The loss in rental income will approximate $204,000 per annum.
In February 2023, a tenant who occupies 46,421 square feet at the Company’s Nine Bond Street building in Brooklyn, New York agreed
to terminate their lease effective March 31, 2023. The loss in rental income will be approximately $1,000,000 per annum.
In February 2023, an office tenant who occupies 3,300 square feet at the Company’s Jowein building in Brooklyn, New York extended
their lease an additional ten years until June 30, 2033.
In February 2023, an office tenant who occupies 10,569 square feet at the Company’s Jowein building in Brooklyn, New York extended
their lease an additional year until March 31, 2024.
In April 2023, a tenant who occupies 108,000 square feet of warehouse space at the Company’s building in Circleville, Ohio extended
their lease an additional three years until May 31, 2026. Brokerage commissions were $88,841.
In April 2023, a retail tenant who occupies 28,634 square feet at the Company’s Jamaica, New York property extended their lease an
additional ten years until February 28, 2034.
In May 2023, an office tenant who occupies 2,000 square feet at the Company’s Jamaica, New York property extended their lease an
additional year until June 30, 2024.
In June 2023, a retail tenant who occupies 63 square feet at the Company’s Nine Bond Street building in Brooklyn, New York extended
their lease an additional five years until June 30, 2028.
CASH FLOWS:
The following table summarizes our cash flow activity for the fiscal years ended July 31, 2023 and 2022:
Net cash provided by operating activities
Net cash (used) by investing activities
Net cash (used) by financing activities
CASH FLOWS FROM OPERATING ACTIVITIES:
2023
2022
$ 2,221,910 $ 1,689,445
(855,667)
(1,252,196) (1,198,600)
(821,876)
Deferred Expenses: The Company had an additional $88,841 for brokerage commissions incurred from one new tenant at the Company’s
Circleville, Ohio building.
Accounts Payable and Accrued Expenses: The Company had a balance due on July 31, 2023 for brokerage commissions of $134,649.
CASH FLOWS FROM INVESTING ACTIVITIES:
During the year ended July 31, 2023, the Company had expenditures at its Fishkill, New York building of:
(1)
(2)
$346,771 for canopy work. The total cost was $1,498,410 and was completed in October 2022.
$211,205 for elevator modernization. The estimated total cost is $892,000 and is anticipated to be completed in January 2024.
24
(3)
(4)
$43,101 for a store front.
$37,552 for lighting.
During the year ended July 31, 2023, the Company completed facade restoration at its 9 Bond Street building in Brooklyn, New York for
a total cost of $321,013. A new standpipe tank was also installed at a total cost of $48,000. A new boiler was installed at the Company’s
Circleville, Ohio property for a total cost of $27,100. Costs for steelwork of $11,566 were incurred at the Company’s Jowein building in
Brooklyn, NY.
RELATED PARTY TRANSACTIONS:
The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the
Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land (Premises”) located
at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.
In July 2022, the Company entered into lease agreements with Landlord as follows:
(1)
Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond
May 31, 2030 for a total of twenty years through May 31, 2050. In April 2023, the Company exercised the first five-year option
period, extending the lease expiration date to May 31, 2035. As of July 31, 2023, it is not reasonably certain the remaining three
options to extend the lease will be exercised by the Company.
(2)
504-506 Fulton Street, Brooklyn, New York – In July 2022 the lease agreement was modified to increase monthly lease payments
from $30,188 per month to $34,716 per month commencing on May 1, 2026 through April 30, 2031.
Rent payments and expense relating to these two operating leases with Landlord follow:
Property
Jamaica Avenue at 169th Street
504-506 Fulton Street
Total
Rent Payments
Year Ended July 31
2022
2023
Rent Expense
Year Ended July 31
2022
2023
$625,000 $625,000 $1,395,185 $1,517,437
353,001
362,250 362,250
$987,250 $987,250 $1,776,380 $1,870,438
381,195
The following summarizes assets and liabilities related to these two leases:
Right-Of-Use Assets
July 31
Liabilities
July 31
Property
Jamaica Avenue at 169th Street
504-506 Fulton Street
Total
2023
2022
Expiration Date
2023
$11,430,657 $11,442,093 $5,210,087 $4,451,338 May 31, 2035
2,431,554 2,683,787 2,556,421 2,789,709 April 30, 2031
$13,862,211 $14,125,880 $7,766,508 $7,241,047
2022
Upon termination of the Jamaica, New York lease, currently in 2035, all premises included in operating lease right-of-use assets plus
leasehold improvements will be turned over to the Landlord.
25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of the Annual
Report on Form 10-K and this Annual Report to Shareholders and other reports and verbal statements made by our representatives from time to
time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate
industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among
others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including
but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2023 and the
following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:
•
•
•
•
•
•
changes in the rate of economic growth, or inflation, in the United States;
the ability to obtain credit from financial institutions and the related costs;
changes in the financial condition of our customers;
changes in regulatory environment;
lease cancellations;
changes in our estimates of costs;
• war and/or terrorist attacks on facilities where services are or may be provided;
•
•
•
•
•
•
outcomes of pending and future litigation;
increasing competition by other companies;
compliance with our loan covenants;
recoverability of claims against our customers and others by us and claims by third parties against us;
changes in estimates used in our critical accounting policies; and
pandemics, such as COVID-19.
Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the
failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected.
Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described
above in connection with any forward-looking statements that may be made by us.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or
otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q,
Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U. S. Securities and Exchange Commission.
CONTROLS AND PROCEDURES:
The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As
of July 31, 2023, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management,
including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure
controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be included in its periodic SEC filings.
There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal
quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
26
COMMON STOCK INFORMATION:
Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock
Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ
became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.
On September 5, 2023, the Company had approximately 800 shareholders of record.
J.W. MAYS, INC.
Lloyd J. Shulman
Mark S. Greenblatt
Ward N. Lyke, Jr.
George Silva
Salvatore Cappuzzo
Jennifer L. Caruso3
Robert L. Ecker2,3,4,6
Mark S. Greenblatt3,5
Steven Gurney-Goldman2,3
John J. Pearl2,3,4,6
Dean L. Ryder1,2,3,4,6
Lloyd J. Shulman1,3
Committee Assignments Key:
OFFICERS
Chairman of the Board, Chief Executive Officer and President
Vice President, Chief Financial Officer and Treasurer
Vice President and Assistant Treasurer
Vice President-Operations
Secretary
BOARD OF DIRECTORS
Practicing Attorney
Partner in the law firm of Ecker, Ecker & Associates, LLP
Vice President, Chief Financial Officer and Treasurer, J.W. Mays, Inc.
Solil Management, LLC
Retired partner in the accounting firm of D’Arcangelo & Co., LLP
President, Putnam County National Bank
Chairman of the Board, Chief Executive Officer and President, J.W. Mays, Inc.
1
2
3
4
5
6
Member of Executive Committee
Member of Audit Committee
Member of Investment Advisory Committee
Member of Compensation Committee
Member of Disclosure Committee (Mr. Lyke and Mr. Lance Myers, of Counsel to Holland & Knight LLP, are also members)
Member of Nominating Committee
FORM 10-K ANNUAL REPORT
Copies of the Company’s Form 10-K Annual Report to the U. S. Securities and Exchange Commission for the fiscal year ended July 31,
2023 will be furnished without charge to shareholders upon written request to:
Secretary, J.W. Mays, Inc.
9 Bond Street
Brooklyn, New York 11201-5805.
Copies of the Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholders are available at:
http://www.astproxyportal.com/ast/03443
27
EXHIBIT 21
Subsidiaries of the Registrant
The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial
Statements filed with this report:
EXHIBIT 21
Dutchess Mall Sewage Plant, Inc. (a New York corporation)
J. W. M. Realty Corp. (an Ohio corporation)
EXHIBIT 31.1
EXHIBIT 31.1
I, Lloyd J. Shulman, certify that:
1. I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: October 19, 2023
/s/ LLOYD J. SHULMAN
L J. S
Chief Executive Officer
and President
EXHIBIT 31.2
EXHIBIT 31.2
I, Mark S. Greenblatt, certify that:
1. I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: October 19, 2023
/s/ MARK S. GREENBLATT
M S. G
Vice President,
Chief Financial Officer
and Treasurer
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32
In connection with the Annual Report of J. W. Mays, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2023 as filed with the
U. S. Securities and Exchange Commission (the “Report”), we, Lloyd J. Shulman and Mark S. Greenblatt, Chief Executive Officer and Chief
Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act
of 2002, that to our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
October 19, 2023
/s/ LLOYD J. SHULMAN
L J. S
Chief Executive Officer
and President
/s/ MARK S. GREENBLATT
M S. G
Vice President,
Chief Financial Officer
and Treasurer
A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be retained by J.W. Mays,
Inc. and furnished to the U. S. Securities and Exchange Commission or its staff upon request.