Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended July 31, 2024
OR
☐ 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 ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
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 ☒ No ☐
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 “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Emerging growth company ☐
Non-accelerated filer ☒
Smaller reporting company ☒
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
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. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $18,220,977 as of January 31, 2024 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.
The number of shares outstanding of the registrant’s common stock as of September 3, 2024 was 2,015,780.
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).
Document
Part of Form 10-K
in which the Document
is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2024
Parts I and II
Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders
Part III
Table of Contents
J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2024
TABLE OF CONTENTS
Page
Part I
Item 1. Business
1
Item 1A. Risk Factors
1
Item 1B. Unresolved Staff Comments
3
Item 1C. Cybersecurity
3
Item 2. Properties
4
Item 3. Legal Proceedings
8
Item 4. Mine Safety Disclosures
8
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
9
Item 6. [Reserved]
9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
9
Item 8. Financial Statements and Supplementary Data
9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9
Item 9A. Controls and Procedures
10
Item 9B. Other Information
10
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
10
Part III
Item 10. Directors, Executive Officers and Corporate Governance
11
Item 11. Executive Compensation
11
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
11
Item 13. Certain Relationships and Related Transactions, and Director Independence
11
Item 14. Principal Accountant Fees and Services
11
Part IV
Item 15. Exhibits and Financial Statement Schedules
12
Item 16. Form 10-K Summary
13
Signatures
14
Table of Contents
PART I
ITEM 1. BUSINESS.
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 28 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 21% of its employees. The Company considers that its labor
relations with its employees and union are good.
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 every three
years thereafter through 2023: expiring July 31, 2026.
Name
Age
Business Experience During
the Past Five Years
First Became
Such Officer
or Director
Lloyd J. Shulman
82
President
November, 1978
Chairman of the Board, Chief Executive
Officer and President
November, 1996
Ward N. Lyke, Jr.
73
Vice President
February, 1984
Vice President, Chief Financial Officer and
Treasurer
January, 2024
George Silva
74
Vice President-Operations
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.
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 Company’s
Board of Directors (the “Board”) which is made up of a majority of independent directors.
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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. Certain
conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Nevertheless, the
Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest,
including ensuring that the Board is composed of a majority of independent directors.
Risks Related to Our Business and Operations
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:
•
changes in the rate of economic growth, and interest rates both nationally and locally;
•
the ability to obtain additional financing at reasonable costs and interest rates;
•
changes in the financial condition of our customers;
•
changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements
and taxes;
•
lease cancellations and particularly loss of key tenants;
•
changes in our estimates of costs;
•
loss of key personnel;
•
war and/or terrorist attacks could significantly impact buildings leased to tenants;
•
the continued availability of insurance for various policies at reasonable rates;
•
outcomes of pending and future litigation;
•
increasing competition by other companies;
•
compliance with our loan covenants;
•
climate change;
•
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;
•
cybersecurity threats or incidents; and
•
pandemics and the related trends of office versus remote work practices.
Our investment in property development may be limited by increasing costs required to make improvements to property 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.
Since 2020, the demand for commercial real estate rental space has declined. As online retail operations continue to expand
nationwide, retailers are facing increased competition which reduces the need for the leasing of properties. Remote work since the
pandemic has resulted in tenants’ careful evaluation and reduction of office space needs and a decline in demand of commercial
office space rentals from 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, industrial, and educational institutions.
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We try to lease our properties to tenants with adequate finances. As a result of the current high interest rate environment and less
liquidity available to smaller businesses, even formerly financially strong tenants may be at risk. The Company mitigates the risk of
tenants with less than adequate finances by leasing our properties to multiple tenants, where applicable, in order to diversify the
tenant base.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not Applicable.
ITEM 1C. CYBERSECURITY.
Risk Management and Strategy
We have implemented and maintain various information security processes designed to identify, assess, and manage material
risks from cybersecurity threats to our critical computer networks, hardware, software, third-party hosted services, and data.
We rely on third-party service providers to help manage our information systems, including network security service providers
with experienced information technology professionals. We also work with third parties to identify, assess, and manage actual and
perceived cybersecurity threats and risks, and we evaluate cybersecurity risk as part of our overall risk management strategy. With
the assistance of these third-party service providers, we implement and maintain various technical, physical, and administrative
controls and processes to manage and mitigate material risks from cybersecurity threats to our information systems. This includes
procedures for incident detection and response, network security controls, access controls, physical security, systems monitoring,
and backup and recovery procedures.
Our operations rely on third-party service providers and software programs. For instance, our accounting and financial
reporting-related systems use software obtained from third-party service providers, and these systems are necessary for the efficient
and consistent operation of our business. We use these systems to communicate with tenants, banks, vendors, and others, and to
manage our accounting, financial reporting, and for other recordkeeping purposes. We, thus, maintain a process to identify and
evaluate cybersecurity risks and incidents associated with key third-party providers. When utilizing third-party software for key
services, we seek to engage those that are reliable, reputable, and maintain cybersecurity controls. To address risks associated with
third-party providers for critical services, we review available audit reports of controls from such providers to assess and manage
any identified risks.
Notwithstanding the effort we place on cybersecurity, we may not be successful in preventing or mitigating a cybersecurity
incident that could have a material adverse effect on the Company. As of the date of this Annual Report on Form 10-K, we are not
aware of any cybersecurity threats or incidents which have materially affected or are likely to materially affect our Company, results
of operations, or financial condition.
Governance
Our Board of Directors maintains oversight responsibility of risks from cybersecurity threats. This oversight is facilitated
primarily through the Audit Committee (the “Committee”), which is responsible for oversight of our information system risk,
including cybersecurity threats. The Committee oversees the risk management program designed to implement adequate controls to
mitigate cybersecurity risks.
The Committee receives periodic updates from management on potential risks, threats, and controls to mitigate identified risks.
The Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board
of Directors also receives briefings from management on the cybersecurity risk management program as needed.
Our management, represented by our Chief Financial Officer, Ward Lyke, provides leadership for implementation and
maintenance of our cybersecurity risk management processes. Mr. Lyke has served as Vice President, Chief Financial Officer, and
Treasurer since January 2024, and as an Executive Vice President and Officer of the Company since 1984, including as Assistant
Treasurer since 2003. Mr. Lyke currently manages key functions
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for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr. Lyke oversees the
Company’s managed IT solutions service provider which includes, among other services:
1.
Business continuity – Managed data backup utilizing best practices including cloud based disaster recovery,
2.
Multi-vector security protection – Real-time protection against security threats across email, browsers, files, and
infrastructure resources,
3.
Patch management – Patching for Windows and certain third party application updates,
4.
Infrastructure monitoring – 24x7 monitoring, alerting and maintenance of various office and cloud systems.
Mr. Lyke is notified real time by the managed service provider for matters requiring immediate attention. Mr. Lyke also reviews
a standardized monthly report with key IT systems data and statistics, including red flags requiring resolution, if any. Management
reports serious cybersecurity incidents to the Committee and our Board.
ITEM 2. PROPERTIES.
The table below sets forth certain information as to each of the properties currently operated by the Company:
Location
Approximate
Square Feet
1. Brooklyn, New York
Fulton Street at Bond Street
380,000
Livingston Street
Truck bays, passage facilities and tunnel-Schermerhorn Street
17,000
Building-Livingston Street
10,500
2. Brooklyn, New York
Jowein building at Elm Place
201,000
3. Jamaica, New York
Jamaica Avenue at 169th Street
297,000
4. Fishkill, New York
Route 9 at Interstate Highway 84
203,000
(located on
14.6 acres)
5. Levittown, New York
Hempstead Turnpike
10,000
(located on
75,800 square
feet of land)
6. Massapequa, New York
Sunrise Highway
133,400
7. Circleville, Ohio
Tarlton Road
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. OPERATING LEASES and 10. RELATED PARTY TRANSACTIONS
to the Consolidated Financial Statements contained in the 2024 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: December 8, 2043 (1 lease) which lease currently has one thirty-year renewal
option through December 8, 2073, April 30, 2031 (1 lease), and April 30, 2044 (3 leases).
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The property is currently leased to twenty-five tenants of which eight are retail tenants, three are fast food/beverage restaurants,
eleven 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 November 2023, a tenant who occupies 785 square feet renewed its lease for another two-year term through January 31,
2026.
In November 2023, the Company leased approximately 1,600 square feet to a restaurant for ten years from rent commencement
anticipated December 1, 2024, with two options for an additional five years. Brokerage commissions were $95,760.
In December 2023, the Company leased approximately 5,632 square feet to an office tenant, rent commencing on May 1, 2024
for a term of ten years through May 1, 2034. Brokerage commissions were $50,714.
In July 2024, 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, 2025.
It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, provided the tenants
maintain adequate finances.
Occupancy
Lease Expiration
Rent
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
70.07%
7/31/2025
3
4,190
$
142,700
.661
7/31/2021
62.31%
7/31/2026
4
41,384
1,926,447
8.922
7/31/2022
63.38%
7/31/2027
3
3,558
156,431
.724
7/31/2023
59.51%
7/31/2028
4
6,633
238,596
1.105
7/31/2024
51.83%
7/31/2030
2
85,990
2,360,041
10.930
7/31/2031
1
1,090
44,381
.206
7/31/2032
5
49,268
2,333,185
10.805
7/31/2033
1
1,140
80,485
.373
7/31/2034
1
5,632
40,269
.186
7/31/2035
1
1,600
—
—
25
200,485
$
7,322,535
33.912
The Company uses 17,810 square feet of available space.
As of July 31, 2024 the federal tax basis is $22,607,989 with accumulated depreciation of $14,864,569 for a net carrying value
of $7,743,420. 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 $2,846,431 per year and the rate used is averaged at $11.067 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 fifteen tenants of which one is fast-food restaurant, two are for
warehouse space and twelve leases are for office space. Three tenants leased in excess of 10% of the rentable square footage;
each occupies office space of 15.64%, 12.59% and 11.44%, respectively.
In September 2023, the Company extended a lease of approximately 8,000 square feet for office space for five years expiring
June 30, 2028.
In September 2023, the Company extended a lease of approximately 500 square feet for restaurant space for two years expiring
October 31, 2028.
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In March 2024, the Company leased 5,800 square feet to an office tenant for a term of eighteen months expiring August 31,
2025 with monthly rent of $17,883 commencing April 1, 2024. Brokerage commissions were $10,730.
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
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
73.22%
7/31/2025
4
34,320
$
1,020,263
4.725
7/31/2021
72.54%
7/31/2026
2
11,440
252,207
1.168
7/31/2022
80.84%
7/31/2028
2
13,000
499,304
2.312
7/31/2023
83.46%
7/31/2029
1
500
54,645
.253
7/31/2024
81.79%
7/31/2030
1
31,438
1,034,535
4.791
7/31/2033
1
3,300
66,220
.307
7/31/2036
1
12,105
52,566
.243
7/31/2037
2
42,725
1,907,661
8.835
7/31/2059
1
19,437
144,343
.668
15
168,265
$
5,031,744
23.302
As of July 31, 2024 the federal tax basis is $7,550,837 with accumulated depreciation of $5,324,884 for a net carrying value of
$2,225,953. 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 $837,436 per year and the rate used is averaged at $11.072 per $100 of assessed
valuation.
3.
Jamaica, New York—Jamaica Avenue at 169th Street
Building, improvements and land (“Jamaica 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.
The Jamaica Property is currently leased to ten tenants: four tenants are retail, one restaurant, and five occupy office space. Four
tenants each occupy in excess of 10% of the rentable square footage; two retail stores occupy 15.82% and 17.66%, respectively;
and two office tenants occupy 23.70% and 12.83%, respectively.
In August 2023, a tenant who occupies 22,045 square feet at the Jamaica Property renewed its lease for another five-year term
through June 30, 2028. Brokerage commissions were $128,021.
In December 2023, the Company extended a lease with an office tenant for ten years expiring November 30, 2033, including a
space reduction from 46,421 to 23,210 square feet. Brokerage commissions were $365,755.
In June 2024, the Company extended a lease of approximately 2,000 square feet of office for one year expiring June 30, 2025.
In August 2024, 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, 2025.
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
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
80.51%
7/31/2025
2
2,147
$
95,843
.444
7/31/2021
80.41%
7/31/2026
2
44,204
1,325,335
6.138
7/31/2022
80.51%
7/31/2027
1
505
34,800
.161
7/31/2023
80.58%
7/31/2029
3
121,589
2,603,005
12.055
7/31/2024
80.58%
7/31/2034
2
70,884
1,744,683
8.080
10
239,329
$
5,803,666
26.878
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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, 2024, the federal tax basis is $13,863,981 with
accumulated depreciation of $10,115,395 for a net carrying value of $3,748,586. 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 $1,075,886 per year and the rate used is averaged at $10.905 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 September 2023, the Company leased 25,000 square feet at the Company’s Fishkill, New York building for use as storage
space for four months which expired in December 2023.
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.
Occupancy
Lease Expiration
Rent
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
21.48%
7/31/2036
1
47,000
$
1,008,036
4.668
7/31/2021
20.42%
7/31/2022
22.27%
7/31/2023
22.27%
7/31/2024
27.26%
As of July 31, 2024 the federal tax basis is $22,617,076 with accumulated depreciation of $16,047,423 for a net carrying value
of $6,569,653. 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 $135,736 per year and the rate used is averaged at $2.902 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
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
100.00%
7/31/2028
Building
10,000
$
456,648
2.115
7/31/2021
100.00%
Land
75,800
7/31/2022
100.00%
1
85,800
7/31/2023
100.00%
7/31/2024
100.00%
The real estate taxes for this property are $182,475 per year and the rate used is averaged at $990.401 per $100 of assessed
valuation.
7
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6.
Massapequa, New York—Sunrise Highway
The Company is the prime tenant of this leasehold. The current lease expires May 1, 2030. The leasehold is currently subleased
to one tenant occupying 113,400 square feet of the property, with the other 20,000 square feet of the property available for
sublease.
Occupancy
Lease Expiration
Rent
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
85.01%
7/31/2030
1
133,400
$
778,281
3.604
7/31/2021
93.75%
7/31/2022
100.00%
7/31/2023
100.00%
7/31/2024
88.76%
The real estate taxes for this property are $246,394 per year and the rate used is averaged at $675.95 per $100 of assessed
valuation.
The Company does not own this property. Improvements to the property, if any, are made by tenants.
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 April 2024, a tenant who occupies warehouse space exercised its option to reduce the size of the leased premises from 84,000
to 72,000 square feet. In May 2024, this same tenant exercised its option to reduce the size of the leased premises from 72,000
to 60,000 square feet.
Occupancy
Lease Expiration
Rent
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
Annual
Rent
Percentage of
Gross Annual Rent
7/31/2020
99.30%
7/31/2025
1
60,000
$
341,212
1.580
7/31/2021
99.30%
7/31/2026
1
108,000
641,267
2.970
7/31/2022
99.30%
2
168,000
$
982,479
4.550
7/31/2023
99.30%
7/31/2024
97.75%
As of July 31, 2024 the federal tax basis is $4,493,846 with accumulated depreciation of $4,325,910 for a net carrying value of
$167,936. 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 $38,405 per year and the rate used is averaged at $5.085 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 2024 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.
The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business
operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims
which are typically handled by insurance counsel. 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.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
8
Table of Contents
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER 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 3, 2024, the Company had approximately 800 shareholders of record.
The Company has not declared any cash dividends on our common stock during the year ended July 31, 2024 and does not
anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any
decisions as to future payments of dividends will depend on our earnings, cash flows, financial position, and such other facts the
Board of Directors deems relevant.
RECENT SALES OF UNREGISTERED SECURITIES
During the year ended July 31, 2024 we did not sell any unregistered securities.
RECENT PURCHASES OF EQUITY SECURITIES
During the year ended July 31, 2024, we did not repurchase any of our outstanding equity securities.
ITEM 6.
[Reserved]
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 2024 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 24, 2024, appearing on pages 3 through 21 of the Registrant’s 2024 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, 3, 7, and 15 hereof, the 2024 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.
9
Table of Contents
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, 2024, 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 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, 2024. 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, 2024, 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 exemption for non-accelerated filers from the internal control audit requirement of
Section 404(b) of the Sarbanes-Oxley Act of 2002.
ITEM 9B. OTHER INFORMATION.
During the three months ended July 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b501 trading arrangement,” as each term in defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
Not Required
10
Table of Contents
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 2024 Annual
Meeting of Shareholders and such information is incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION.
The information required by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the
2024 Annual Meeting of Shareholders and such information is incorporated herein by reference.
Clawback Policy
In 2024, the Board of Directors adopted a clawback policy effective January 1, 2024 that provides for the recovery of
erroneously awarded compensation received by an executive officer in the event of an accounting restatement due to material
noncompliance with financial reporting requirements under the securities laws, as required under
Section 10D of the Exchange Act, Rule 10D-1.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The information required by this item appears under the heading “Security Ownership of Certain Beneficial Owners and
Management” in the Definitive Proxy Statement for the 2024 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 “Related Party Transactions” and “Information Concerning
Nominees for Election as Directors” in the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders and such
information is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets forth the fees for services rendered by the Company’s independent registered public accounting firm,
Prager Metis CPAs, LLC, for the fiscal years 2024 and 2023.
Fiscal Year
2024
2023
Audit fees
$ 180,000 $ 175,000
Audit related fees
12,800
12,500
Tax fees
45,000
45,000
All other fees
—
—
Total Fees
$ 237,800 $ 232,500
Audit Fees for fiscal year 2024 and fiscal year 2023 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 SEC.
Audit related fees for fiscal year 2024 and fiscal year 2023 consist of audits of real estate tax matters and consultations
concerning financial accounting and reporting standards.
11
Table of Contents
Tax fees for fiscal year 2024 and fiscal year 2023 were for services related to tax compliance including preparation of federal,
state and local corporate tax returns, and assistance with a prior period Internal Revenue Service audit.
The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for
any services.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as part of this report:
1.
The Consolidated Financial Statements and report of Prager Metis CPAs, LLC, independent registered public
accounting firm, dated October 24, 2024, set forth on pages 3 through 21 of the Company’s 2024 Annual Report to
Shareholders.
2.
See accompanying Index to the Company’s Consolidated Financial Statements and Schedules on page 15.
(b) Exhibit No.
3.1
Certificate of Incorporation of J. W. Mays, Inc., as amended - incorporated by reference to Exhibit 3(i) to the
Company's Form 10-K, filed on October 5, 2017.
3.2
By-Laws of J. W. Mays, Inc. - incorporated by reference to Exhibit 3.(II) to the Company’s Form 10-K, filed on
October 23, 1995.
10.1#
Retirement Plan and Trust, Summary Plan Description - incorporated by reference to Exhibit 10(i) to the
Company's Form 10-K filed on October 4, 2018.
10.2#
Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Lloyd J. Shulman - incorporated
by reference to Exhibit 10(ii) to the Company’s Form 10-K filed on October 19, 2023.
10.3#
Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Mark Greenblatt - incorporated
by reference to Exhibit 10(ii) to the Company’s Form 10-K filed on October 19, 2023.
10.4#
Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and Ward N. Lyke, Jr. - incorporated
by reference to Exhibit 10(ii) to the Company’s Form 10-K filed on October 19, 2023.
10.5#
Employment Agreement dated as of August 1, 2023 between J.W. Mays, Inc. and George Silva - incorporated by
reference to Exhibit 10(ii) to the Company’s Form 10-K filed on October 19, 2023.
10.6#
Consulting Agreement, dated as of January 1, 2024, between Mr. Mark Greenblatt and J. W. Mays, Inc. -
incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed on January 2, 2024.
13*
Annual Report to Shareholders.
21
List of subsidiaries of J. W. Mays, Inc. - incorporated by reference to Exhibit 21 to the Company’s Form 10-K,
filed on October 23, 1995.
31.1*
Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2*
Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a).
32*
Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97*
Clawback Policy.
12
Table of Contents
101**
The following financial statements from the Company’s Annual Report on Form 10-K for the period ended July
31, 2024, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of
Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and
(v) the Notes to Consolidated Financial Statements.
104**
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*
Filed herewith
#
Indicates management contract or compensatory plan.
**
Submitted electronically with the report
ITEM 16.
FORM 10-K SUMMARY
None.
13
Table of Contents
SIGNATURES
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.
J.W. MAYS, INC.
(Registrant)
October 24, 2024
By:
/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman of the Board,
Chief Executive Officer and President
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
/s/ LLOYD J. SHULMAN
Chairman of the Board, Chief Executive
October 24, 2024
Lloyd J. Shulman
Officer, and President
(Principal Executive Officer)
/s/ WARD N. LYKE, JR.
Vice President, Chief Financial Officer
October 24, 2024
Ward N. Lyke, Jr.
and Treasurer
(Principal Financial and Accounting Officer)
/s/ JENNIFER L. CARUSO
Director
October 24, 2024
Jennifer L. Caruso
/s/ ROBERT L. ECKER
Director
October 24, 2024
Robert L. Ecker
/s/ STEVEN GURNEY-GOLDMAN
Director
October 24, 2024
Steven Gurney-Goldman
/s/ MARK S. GREENBLATT
Director
October 24, 2024
Mark S. Greenblatt
/s/ MELINDA KOSTER
Director
October 24, 2024
Melinda Koster
/s/ DEAN L. RYDER
Director
October 24, 2024
Dean L. Ryder
14
Table of Contents
INDEX TO COMPANY’S FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the following sections of the Company’s Annual Report to Shareholders for the fiscal year ended July 31,
2024, which are incorporated herein by reference:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 273) (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 SEC 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.
15
EXHIBIT 13
J.W. MAYS, INC.
Annual Report
2024
Year Ended July 31, 2024
J.W. MAYS, INC.
Contents
Page No.
The Company
2
Message to Shareholders
2
Consolidated Balance Sheets
3
Consolidated Statements of Operations
4
Consolidated Statements of Changes in Shareholders’ Equity
5
Consolidated Statements of Cash Flows
6
Notes to Consolidated Financial Statements
7-17
Real Estate and Accumulated Depreciation (Schedule III)
18
Report of Management
19
Report of Independent Registered Public Accounting Firm
20-21
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22-26
Controls and Procedures
27-28
Common Stock Information
29
Officers and Directors
29
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
787 Seventh Avenue
New York, New York 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 26, 2024, at
10:00 A.M., Eastern Standard time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York 11201-5805
J.W. MAYS, INC.
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.
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, 2024.
J.W. MAYS, INC.
TO OUR SHAREHOLDERS:
Remote work and on-line shopping trends, which surged during the pandemic, continue to have a significant nationwide effect
on office and retail commercial real estate rentals. Even with ongoing reduced nationwide and local demand for office and retail
rentals, local real estate taxes in New York City have increased while costs of inflation were higher than anticipated. Financial
results this past year include:
•
In 2024 the Company’s net loss increased to $(406,568), or $(.20) per share from $(82,964), or $(.04) per share primarily
due to a decrease in rental income; partially offset by a decrease in real estate operating expenses, a decrease in interest
expense, net of capitalized interest, and a realized gain on the sale of marketable securities.
•
Revenues in 2024 decreased to $21,593,264 from $22,576,455 in the comparable 2023 year primarily due to the loss of a
tenant in March 2023, a decrease in rent revenue from two tenants occupying less space compared to the prior year:
partially offset by rent increases from existing tenants and new leases from several new tenants.
•
Despite a loss in 2024 and 2023, the Company increased cash, cash equivalents and restricted cash by $67,866 in fiscal
2024 compared with a $147,838 increase in the 2023 fiscal year. Cash flows from operations were $1,434,730 in fiscal
2024 compared with $2,221,910 in 2023. Cash provided by operating activities in 2024 and 2023 combined with proceeds
from sales of marketable securities in 2024 and 2023 were used to fund acquisition of property and equipment and reduce
mortgages payable from 2023 to 2024.
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.
As Brooklyn continues to become a borough of choice for many individual’s residences, businesses are also slowly shifting
from Manhattan to the outer boroughs. With our long history of resilience when facing difficult market conditions, I believe New
York City and 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.
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
October 24, 2024
2
J.W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
July 31, 2024 and 2023
July 31
ASSETS
2024
2023
Property and Equipment-at cost:
Land
$
6,067,805 $
6,067,805
Buildings held for leasing:
Buildings, improvements and fixtures
79,510,142
77,703,358
Construction in progress
2,387,207
1,767,444
81,897,349
79,470,802
Accumulated depreciation
(39,803,374) (38,123,199)
Buildings held for leasing – net
42,093,975
41,347,603
Property and equipment-net
48,161,780
47,415,408
Cash and cash equivalents
1,243,977
1,215,921
Restricted cash
1,041,624
1,001,814
Receivables, net
3,582,225
3,044,190
Marketable securities
—
2,300,441
Prepaids and other assets
3,048,044
2,773,004
Deferred charges, net
3,580,585
3,250,700
Operating lease right-of-use assets
28,866,800
30,913,904
TOTAL ASSETS
$
89,525,035 $
91,915,382
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgages payable
$
3,874,246 $
5,144,205
Accounts payable and accrued expenses
2,271,963
1,718,435
Security deposits payable
1,077,964
1,005,925
Operating lease liabilities
25,309,725
26,512,112
Deferred income taxes
4,093,000
4,230,000
Total liabilities
36,626,898
38,610,677
Shareholders’ Equity:
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued)
2,178,297
2,178,297
Additional paid in capital
3,346,245
3,346,245
Retained earnings
48,661,447
49,068,015
54,185,989
54,592,557
Common stock held in treasury, at cost - 162,517 shares at July 31, 2024 and July 31, 2023
(1,287,852)
(1,287,852)
Total Shareholders’ Equity
52,898,137
53,304,705
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
89,525,035 $
91,915,382
See Notes to Accompanying Consolidated Financial Statements.
3
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended July 31,
2024
2023
Revenues
Rental income
$
21,593,264 $
22,576,455
Total revenues
21,593,264
22,576,455
Expenses
Real estate operating expenses
15,151,406
15,383,378
Administrative and general expenses
5,336,672
5,280,853
Depreciation
1,725,291
1,688,557
Total expenses
22,213,369
22,352,788
Income (loss) from operations
(620,105)
223,667
Other income (loss) and interest expense
Dividend and interest income
87,922
98,335
Net realized gain on sale of marketable securities
124,907
130,009
Net unrealized loss on marketable securities
—
(366,206)
Interest expense, net of capitalized interest
(136,292)
(230,769)
76,537
(368,631)
Loss before income tax
(543,568)
(144,964)
Income tax provision (benefit)
(137,000)
(62,000)
Net loss
$
(406,568) $
(82,964)
Loss per common share, basic and diluted
$
(.20) $
(.04)
Dividends per share
$
— $
—
Weighted average common shares outstanding, basic and diluted
2,015,780
2,015,780
See Notes to Accompanying Consolidated Financial Statements.
4
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Common
Stock
Additional
Paid In
Capital
Retained
Earnings
Common
Stock Held in
Treasury
Total
Balance at July 31, 2022
$2,178,297 $3,346,245 $49,150,979 $(1,287,852) $53,387,669
Net loss, year ended July 31, 2023
—
—
(82,964)
—
(82,964)
Balance at July 31, 2023
2,178,297 3,346,245 49,068,015 (1,287,852) 53,304,705
Net loss, year ended July 31, 2024
—
—
(406,568)
—
(406,568)
Balance at July 31, 2024
$2,178,297 $3,346,245 $48,661,447 $(1,287,852) $52,898,137
See Notes to Accompanying Consolidated Financial Statements.
5
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended July 31,
2024
2023
Cash Flows From Operating Activities:
Net loss
$
(406,568) $
(82,964)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense (recovery)
(22,861)
(85,410)
Provision (benefit) for deferred income tax
(137,000)
(62,000)
Net realized (gain) on sale of marketable securities
(124,907)
(130,009)
Net unrealized loss on marketable securities
—
366,206
Depreciation
1,725,291
1,688,557
Loss on asset disposal
12,478
—
Amortization of deferred charges
502,829
452,781
Operating lease expense in excess of cash payments
844,717
1,106,403
Deferred finance costs included in interest expense
38,112
38,112
Deferred charges
(832,714)
(88,841)
Changes in Operating Assets and Liabilities:
Receivables
(515,174)
(187,659)
Prepaids and other assets
(275,040)
(144,434)
Accounts payable and accrued expenses
553,528
(603,329)
Security deposits payable
72,039
(45,503)
Net cash provided by operating activities
1,434,730
2,221,910
Cash Flows From Investing Activities:
Acquisition of property and equipment
(2,484,141)
(1,046,307)
Marketable securities:
Receipts from sales
2,544,927
287,291
Payments for purchases
(119,579)
(62,860)
Net cash (used) in investing activities
(58,793)
(821,876)
Cash Flows From Financing Activities:
Payments – mortgages
(1,308,071)
(1,252,196)
Net cash (used) by financing activities
(1,308,071)
(1,252,196)
Net increase in cash, cash equivalents and restricted cash
67,866
147,838
Cash, cash equivalents and restricted cash at beginning of year
2,217,735
2,069,897
Cash, cash equivalents and restricted cash at end of year
$
2,285,601 $
2,217,735
See Notes to Accompanying Consolidated Financial Statements.
6
J.W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND 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 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 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
Allowance for Uncollectible
Accounts Receivable
Bad Debt Expense
(Recovery)
Period Ended July 31
Period Ended July 31
2024
2023
2024
2023
Beginning balance
$
115,000 $
393,000 $
— $
—
Charge-offs
(112,552)
(149,337)
(23,000)
43,253
Reserve Adjustments
40,232
(128,663)
139
(128,663)
Ending Balance
$
42,680 $
115,000 $
(22,861) $
(85,410)
7
Marketable Securities
The Company’s marketable securities consisted of investments in equity securities and mutual funds. Dividends and interest
income were accrued as earned. Realized gains and losses were determined on a specific identification basis. The Company
reviewed 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 were recognized in current period
earnings in accordance with Accounting Standards Codification (“ASC”) 825.
The Company followed 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.
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.
Fair value measurements at reporting date
Description
July 31, 2024 Level 1 Level 2 Level 3 July 31, 2023
Level 1
Level 2 Level 3
Assets:
Marketable securities
$
— $
— $
— $
— $2,300,441 $2,300,441 $
— $
—
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line 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
18-40 years
Improvements to leased property
3-40 years
Fixtures and equipment
7-12 years
Other
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 periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for
indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated
disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market
conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in
which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
8
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based
on our best estimate of the property’s discounted future cash flows.
As of July 31, 2024 and 2023, the Company has determined there was no impairment of its owned and leased properties, and
the related carrying values, including depreciable lives.
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
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 $0 and $50,000 as of July 31, 2024 and 2023, 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.
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
9
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.
Loss Per Share of Common Stock
Loss per share has been computed by dividing net loss for the year by the weighted average number of shares of common
stock issued and outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income loss per
share were 2,015,780 in fiscal years 2024 and 2023.
2. MARKETABLE SECURITIES:
The Company’s remaining marketable securities consisting of investments in equity securities and mutual funds were sold in
May 2024. Net realized gain on the sale of marketable securities for the year ended July 31, 2024, including liquidation of the
remaining marketable securities in May 2024 aggregated $124,907, with proceeds of $2,544,927.
As of July 31, 2024 and 2023, the Company’s marketable securities were classified as follows:
July 31, 2024
July 31, 2023
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Available-for-sale:
Mutual funds
$
— $
— $
— $
— $
595,166 $ 301,007 $
— $
896,173
Equity securities
—
—
—
—
904,981
499,287
— 1,404,268
$
— $
— $
— $
— $1,500,147 $ 800,294 $
— $2,300,441
Investment income (loss) for the years ended July 31, 2024 and 2023 consists of the following:
2024
2023
Dividend and interest income
$
87,922 $
98,335
Net realized gain on sale of marketable securities
124,907
130,009
Net unrealized (loss) on marketable securities
— (366,206)
Total
$ 212,829 $ (137,862)
3. LONG-TERM DEBT—MORTGAGES:
Years Ended July 31,
Current
Annual
Interest
Rate
Final
Payment
Date
2024
2023
Mortgage:
Bond St. land and building, Brooklyn, NY (1)
4.375%
12/1/2024 $
497,045 $ 1,653,117
Fishkill land and building (2)
3.980%
4/1/2025
3,393,720
3,545,719
Deferred financing costs
(16,519)
(54,631)
Total
$ 3,874,246 $ 5,144,205
(1)
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.
(2)
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%. Effective any time after
April 1, 2025 through April 1, 2040, the bank may demand a balloon payment for the full amount outstanding. The Company
plans to refinance the mortgage effective April 1, 2025, however, the bank is under no obligation to refinance if or when a
balloon payment comes due upon demand.
10
Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during
construction. Interest expense, net of capitalized interest follows:
Year Ended July 31
2024
2023
Interest expense
$ (221,902) $ (278,241)
Capitalized interest
85,610
47,472
Interest expense, net of capitalized interest
$ (136,292) $ (230,769)
Maturities of long-term mortgages outstanding at July 31, 2024 are as follows:
Year Ended July 31:
Amount
2025
$
3,890,765
Deferred financing costs
(16,519)
Total
$
3,874,246
The carrying value of the property collateralizing the above debt is $34,709,092 at July 31, 2024.
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:
Years Ended July 31,
2024
2023
Base rent – fixed
$ 19,762,211 $ 20,541,387
Reimbursements of common area costs
771,496
936,438
Non-lease components (real estate taxes)
1,059,557
1,098,630
Rental income
$ 21,593,264 $ 22,576,455
Years Ended July 31,
2024
2023
Base rent – fixed
Company owned property
$ 13,107,528 $ 13,856,697
Leased property
6,654,683
6,684,690
19,762,211 20,541,387
Reimbursements of common area costs & Non lease components
(real estate taxes)
Company owned property
1,127,841
1,322,923
Leased property
703,212
712,145
1,831,053
2,035,068
Total
$ 21,593,264 $ 22,576,455
11
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,
Company
Owned
Property
Leased
Property
Total
2025
$
11,482,260 $
6,022,977 $
17,505,237
2026
8,397,838
4,460,999
12,858,837
2027
7,081,987
4,114,812
11,196,799
2028
6,244,415
4,068,938
10,313,353
2029
5,651,205
3,243,914
8,895,119
After 2029
21,719,199
6,422,863
28,142,062
Total
$
60,576,904 $
28,334,503 $
88,911,407
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 April 2023, the Company exercised one of four five-year option periods with its landlord to extend the Jamaica Avenue at
169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035. The effect of
the five-year lease extension on the measurement of operating right-of-use assets, liabilities, and monthly rent expense follows:
Jamaica Avenue at 169th Street
Increase in
Operating
Lease Right-
of-Use Asset
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, 2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31,
2050 will be exercised by the Company. 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:
Years Ended July 31,
2024
2023
Sublease income
$
7,357,895 $
7,396,835
Operating lease cost
(2,996,055)
(3,239,348)
Excess of sublease income over lease cost
$
4,361,840 $
4,157,487
Years Ended July 31,
2024
2023
Other information:
Operating cash flows from operating leases
$
2,150,129 $
2,132,945
12
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of July 31, 2024:
Year ended July 31
Operating
Leases
2025
$
2,167,284
2026
2,237,257
2027
2,328,731
2028
2,349,076
2029
2,370,098
Thereafter
21,662,828
Total undiscounted cash flows
33,115,274
Less: present value discount
(7,805,549)
Total Lease Liabilities
$
25,309,725
As of July 31, 2024, our operating leases had a weighted average remaining lease term of 15.87 years and a weighted average
discount rate of 3.67%.
5. INCOME TAX:
Income taxes provided for the years ended July 31, 2024 and 2023 consist of the following:
2024
2023
Current:
Federal
$
— $
—
Deferred taxes (benefit):
Federal
(90,000)
(33,000)
State
(47,000)
(29,000)
Income tax provision (benefit)
$
(137,000) $
(62,000)
Taxes provided for the years ended July 31, 2024 and 2023 differ from amounts which would result from applying the federal
statutory tax rate to pre-tax income, as follows:
2024
2023
Loss before income taxes
$
(543,568) $
(144,964)
Other-net
(15,521)
(26,852)
Adjusted pre-tax loss
$
(559,089) $
(171,816)
Statutory rate
21.00%
21.00%
Income tax provision (benefit) at statutory rate
$
(117,409) $
(36,081)
State deferred income taxes (benefit)
(47,000)
(29,000)
Other-net
27,409
3,081
Income tax provision (benefit)
$
(137,000) $
(62,000)
The Company has a federal net operating loss carryforward approximating $10,173,000 and $9,172,000 as of July 31, 2024 and
July 31, 2023, respectively, available to offset future taxable income. As of July 31, 2024 and 2023, the Company had unused net
operating loss carryforwards of approximately $14,290,000 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. In July, 2024,
13
the Internal Revenue Service initiated a one year examination of the tax year ending July 31, 2022. Subsequent year(s) may also be
subject to examination depending upon the outcome of the current examination. The Company does not expect the income tax audit
in progress to have a material impact on the consolidated financial statements.
Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2024 and 2023 are a result of
temporary differences related to the items described as follows:
2024
2023
Deferred
Tax Assets
Deferred
Tax Liabilities
Deferred
Tax Assets
Deferred
Tax Liabilities
Rental income received in advance
$
180,818 $
— $
150,864 $
—
Operating lease liabilities
7,005,732
—
7,338,553
—
Federal net operating loss carryforward
2,136,250
—
1,929,890
—
State net operating loss carryforward
954,564
—
829,669
—
Unbilled receivables
—
839,286
—
729,375
Property and equipment
—
5,569,384
—
5,065,135
Unrealized loss on marketable securities
—
—
—
221,521
Operating lease right-of-use assets
—
7,990,330
—
8,556,969
Other
28,636
—
94,024
—
$
10,306,000 $
14,399,000 $
10,343,000 $
14,573,000
Net deferred tax liability
$
4,093,000
$
4,230,000
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, 2024.
Components of the deferred tax provision (benefit) for the years ended July 31, 2024 and 2023 consist of the following:
2024
2023
Book depreciation exceeding tax depreciation
$
504,386 $
14,000
Reserve for bad debts
61,355
35,255
Lease expense per book in excess of cash paid
(233,818)
(301,218)
Federal net operating loss carryforward
(206,360)
189,665
State net operating loss carryforward
(124,894)
(18,725)
Rental income received in advance
(29,954)
14,120
Unbilled receivables
109,911
106,158
Other
(217,626)
(101,255)
$
(137,000) $
(62,000)
6. EMPLOYEES’ RETIREMENT PLANS:
The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees.
Operations were charged $493,263 and $471,087 as contributions to the Plan for fiscal years 2024 and 2023, 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, 2024 and 2023 were $94,110 and $117,494, 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.
14
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 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:
United Food and Commercial Workers Local 888
Pension Fund
Employer identification number:
13-6367793
Plan number:
001
Date of most recent Form 5500:
December 31, 2022
Certified zone status:
Critical and declining status
Status determination date:
January 1, 2022
Plan used extended amortization provisions in status
calculation:
Yes
Minimum required contribution:
Yes
Employer contributing greater than 5% of Plan
contributions for year ended December 31, 2021:
Yes
Rehabilitation plan implemented:
Yes
Employer subject to surcharge:
Yes
Contract expiration date:
November 30, 2025
Under the pension fund’s rehabilitation plan expiring November 30, 2025, the Company agreed to pay a minimum contribution
rate equal to 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 21% of the Company’s 28 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:
July 31
2024
2023
Cash and cash equivalents
$ 1,243,977 $ 1,215,921
Restricted cash, tenant security deposits
938,580
898,791
Restricted cash, escrow
71,784
71,763
Restricted cash, other
31,260
31,260
$ 2,285,601 $ 2,217,735
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:
July 31,
2024
2023
Cash Flow Information
Interest paid, net of capitalized interest of $85,610 (2024), and
$47,472 (2023)
$ 141,975 $
234,596
Income tax (refunded)
—
—
Non-cash information
Recognition of operating lease right-of-use assets
— $ 1,201,952
Recognition of operating lease liabilities
— 1,201,952
15
8. 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.
July 31, 2024
July 31, 2023
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Cash and cash equivalents
$
1,243,977 $
1,243,977 $
1,215,921 $
1,215,921
Restricted cash
$
1,041,624 $
1,041,624 $
1,001,814 $
1,001,814
Marketable securities
$
— $
— $
2,300,441 $
2,300,441
Security deposit payable
$
1,077,964 $
1,077,964 $
1,005,925 $
1,005,925
Mortgages payable
$
3,890,765 $
3,212,060 $
5,198,836 $
4,558,652
Financial instruments that are potentially subject to concentrations of credit risk consist principally of restricted cash, cash and
cash equivalents, and receivables. 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, 2024, three tenants accounted for approximately 51.45% and in 2023, four tenants accounted for approximately
60.61% of receivables. During the years ended July 31, 2024 and 2023, respectively, two tenants accounted for 27.54% and 29.43%
of total rental revenue.
9. DEFERRED CHARGES:
Deferred charges for the fiscal years ended July 31, 2024 and 2023 consist of the following:
July 31, 2024
July 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Leasing brokerage commissions
$
6,350,308 $
2,794,954 $
5,471,610 $
2,253,786
Professional fees for leasing
81,826
56,595
127,810
94,934
Total
$
6,432,134 $
2,851,549 $
5,599,420 $
2,348,720
The aggregate amortization expense for the periods ended July 31, 2024 and July 31, 2023 were $502,829, and $452,781,
respectively.
The weighted average life of current year additions to deferred charges was approximately nine years.
The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
Year Ended July 31
Amortization
2025
$
467,022
2026
$
426,170
2027
$
366,528
2028
$
358,132
2029
$
322,907
16
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
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 April 2023, the Company exercised one of four five-year option periods with its Landlord to extend the Jamaica Avenue at
169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035. As of July 31,
2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31, 2050 will be
exercised by the Company.
Rent payments and expense relating to these two operating leases with Landlord follow:
Rent Payments
Rent Expense
Year Ended July 31
Year Ended July 31
Property
2024
2023
2024
2023
Jamaica Avenue at 169th Street
$
625,000 $
625,000 $
1,150,682 $
1,395,185
504-506 Fulton Street
362,250
362,250
381,195
381,195
Total
$
987,250 $
987,250 $
1,531,877 $
1,776,380
The following summarizes assets and liabilities related to these two leases:
Right-Of-Use Assets
Liabilities
July 31
July 31
Property
2024
2023
2024
2023
Expiration Date
Jamaica Avenue at 169th Street
$
10,600,247 $
11,430,657 $
4,905,360 $
5,210,087
May 31, 2035
504-506 Fulton Street
2,167,727
2,431,554
2,311,539
2,556,421 April 30, 2031
Total
$
12,767,974 $
13,862,211 $
7,216,899 $
7,766,508
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, 2024 and July 31, 2023.
12. CONTINGENCIES:
The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business
operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims
which are typically handled by insurance counsel. 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
SCHEDULE III
J.W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2024
Col. A
Col. B
Col. C
Col. D
Col. E
Col. F
Col. G
Col. H
Col. I
Initial Cost to Company
Cost Capitalized
Subsequent to
Acquisition
Gross Amount at Which Carried
At Close of Period
Life on Which
Depreciation in
Latest Income
Description Encumbrances
Land
Building &
Improvements Improvements
Carried
Cost
Land
Building &
Improvements
Total
Accumulated
Depreciation
Date of
Construction
Date
Acquired
Statement is
Computed
Office and
Rental
Buildings
Brooklyn,
New York
Fulton
Street at
Bond
Street
$
497,045 $3,901,349 $
7,403,468 $
26,730,537 $
— $3,901,349 $
34,134,005 $38,035,354 $ 17,040,480
Various
Various
(1)(2)
Jamaica, New
York
Jamaica
Avenue at
169th
Street
—
—
—
688,744
—
—
688,744
688,744
177,597
1959
1959
(3)
Fishkill, New
York
Route 9 at
Interstate
Highway
84
3,393,720
594,723
7,212,116
16,741,557
—
594,723
23,953,673 24,548,396
10,834,178
10/74
11/72
(1)
Brooklyn, New
York
Jowein
Building
Fulton
Street and
Elm Place
— 1,324,957
728,327
17,595,368
— 1,324,957
18,323,695 19,648,652
8,044,923
1915
1950
(1)(2)
Levittown, New
York
Hempstead
Turnpike
—
125,927
—
—
—
125,927
—
125,927
—
4/69
6/62
(1)
Circleville,
Ohio
Tarlton
Road
—
120,849
4,388,456
113,620
—
120,849
4,502,076 4,622,925
3,476,843
9/92
12/92
(1)
Total(A)
$
3,890,765 $6,067,805 $
19,732,367 $
61,869,826 $
— $6,067,805 $
81,602,193 $87,669,998 $ 39,574,021
(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 $295,156 and Accumulated
Depreciation thereon of $229,353 at July 31, 2024.
Year Ended July 31,
2024
2023
Investment in Real Estate
Balance at Beginning of Year
$ 85,185,857 $ 84,139,551
Improvements
2,484,141
1,046,306
Retirements
—
—
Balance at End of Year
$ 87,669,998 $ 85,185,857
Accumulated Depreciation
Balance at Beginning of Year
$ 37,885,631 $ 36,244,642
Additions Charged to Costs and Expenses
1,688,390
1,640,989
Retirements
—
—
Balance at End of Year
$ 39,574,021 $ 37,885,631
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 Shareholders and Board of Directors of
J.W. Mays, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. (the “Company”) as of July 31, 2024 and
2023, and the related consolidated statements of operations, changes in shareholders equity and cash flows for the years ended July
31, 2024 and 2023, and related notes and financial statement schedules (collectively referred to as the financial statements). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and
2023, and the results of its operations and its cash flows for the years ended July 31, 2024 and 2023, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s 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 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 audit included performing procedures to assess the risks of material misstatement of the 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 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 financial
statements. We believe that our audits provide 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 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.
Valuation of Impairment of Properties
Critical Audit Matter Description
As described in Note 1 to the financial statements, the Company reviews its owned and leased property 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 properties 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 impairments, such as controls over the
Company’s monitoring of the property, 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
We have served as the Company’s auditor since 2020.
Hackensack, New Jersey
October 23, 2024
PCAOB ID Number 273
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.
Impairment
The Company periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for
indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated
disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market
conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in
which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on
our best estimate of the property’s discounted future cash flows.
As of July 31, 2024 and 2023, the Company has determined there was no impairment of its owned and leased properties, and the
related carrying values, including depreciable lives.
22
FISCAL 2024 COMPARED TO FISCAL 2023
Net loss for the year ended July 31, 2024 amounted to $(406,568) or $(.20) per share, compared to net loss for the year ended
July 31, 2023 of $(82,964) or $(.04) per share primarily due to a decrease in rental income; partially offset by a decrease in real
estate operating expenses, a decrease in interest expense, net of capitalized interest, and a realized gain on the sale of marketable
securities.
Revenues in the current year decreased to $21,593,264 from $22,576,455 in the comparable 2023 year primarily due to the loss
of a tenant who agreed to terminate their lease effective March 31, 2023, decrease in rent revenue from two tenants occupying less
space compared to the prior year: partially offset by rent increases from existing tenants and new leases from several new tenants.
Real estate operating expenses in the current year decreased to $15,151,406 from $15,383,378 in the comparable 2023 year
primarily due to decreases in rent expense for the Jamaica, New York lease, maintenance expense, and employee payroll costs;
partially offset by increases in real estate taxes and insurance expense.
Administrative and general expenses in the current year increased to $5,336,672 from $5,280,853 in the comparable 2023 year
primarily due to higher legal and professional fees, less recoveries of bad debt in the current period, as recoveries resulting from the
COVID-19 pandemic are now mostly complete; offset by reductions in payroll and benefit costs in the current period.
Depreciation expense in the current year increased to $1,725,291 from $1,688,557 in the comparable 2023 year primarily from
improvements completed over the last two years at the Company’s various buildings.
Other income (loss) and interest expense of $76,537 improved significantly in the current year from $(368,631) in the
comparable 2023 year. Net realized gain on the sale of marketable securities for the year ended July 31, 2024, including liquidation
of the remaining marketable securities in May 2024, aggregated $124,907. In addition, the Company had less interest expense, net
of capitalized interest in the current year due to a reduction in mortgages payable balance from the prior year.
23
LIQUIDITY AND CAPITAL RESOURCES
Commercial Leasing Activities
In August 2023, a tenant who occupies 22,045 square feet at the Company’s Jamaica, New York premises renewed its lease for
another five-year term through September 30, 2028. Brokerage commissions were $128,021.
In September 2023, the Company extended a lease of approximately 8,000 square feet at the Company’s Jowein building in
Brooklyn, New York for office space for five years expiring June 30, 2028 with annual rent of $304,000.
In September 2023, the Company extended a lease of approximately 500 square feet at the Company’s Jowein building in
Brooklyn, New York for office space for two years expiring October 31, 2028.
In September 2023, the Company leased approximately 25,000 square feet at the Company’s Fishkill, New York building for
use as storage space for four months expiring December 31, 2023. Total rent of $162,363 was prepaid at lease commencement and
was being amortized as revenue over the entire term of the lease.
In November 2023, a tenant who occupies 785 square feet at the Company’s 9 Bond Street building in Brooklyn, New York
premises renewed its lease for another two-year term through January 31, 2026.
In November 2023, the Company leased approximately 1,600 square feet to a restaurant at the Company’s 9 Bond Street
building in Brooklyn, New York for ten years from rent commencement anticipated December 1, 2024, with two options for an
additional five years. The costs of renovations for this tenant are expected to be approximately $1,000,000. Brokerage commissions
were $95,760.
In December 2023, the Company extended a lease with an office tenant at the Company’s Jamaica, New York premises for ten
years expiring November 30, 2033, including a space reduction from 46,421 to 23,210 square feet. The annual base rent of $653,968
(reduced from $1,098,500) commences after renovations are complete. Renovations are expected to be completed in the summer of
2024 at an approximate cost of $1,300,000. Once renovations are complete, additional rent of $156,000 will be paid annually over
ten years. Brokerage commissions were $365,755.
In December 2023, the Company leased approximately 5,632 square feet at the Company’s 9 Bond Street building in Brooklyn,
New York to an office tenant, rent commencing on May 1, 2024 for a term of ten years through May 1, 2034. There are two renewal
options for an additional five years. The costs of renovations for this tenant were approximately $100,000. Brokerage commissions
were $50,714.
In March 2024, the Company leased 5,800 square feet to an office tenant at the Company’s Jowein building in Brooklyn, New
York for a term of eighteen months with monthly rent of $17,883 commenced April 1, 2024 through March 31, 2025; increasing to
monthly payments of $18,420 beginning April 1, 2025 through August 31, 2025. There is a renewal option for six months.
Brokerage commissions were $10,730.
In April 2024, a tenant who occupies warehouse space at the Company’s building in Circleville, Ohio, exercised its option to
reduce the size of the leased premises from 84,000 to 72,000 square feet. In May 2024, this same tenant exercised its option to
reduce the size of the leased premises from 72,000 to 60,000 square feet. The annual rent reduction from 84,000 to 60,000 square
feet will be approximately $74,000.
In June 2024, the Company extended a lease of approximately 2,000 square feet of office space at the Company’s Jamaica, New
York premises for one year expiring June 30, 2025 with rent annual rent of $64,000.
In July and August 2024, a tenant extended its leases for one year as follows:
(1) 25,423 square feet at the Company’s 9 Bond Street building in Brooklyn, New York expiring September 30, 2025.
(2) 38,109 square feet at the Company’s Jamaica, New York property expiring June 30, 2025.
Cash Flows:
The following table summarizes our cash flow activity for the fiscal years ended July 31, 2024 and 2023:
2024
2023
Net cash provided by operating activities
$
1,434,730 $
2,221,910
Net cash (used) by investing activities
(58,793)
(821,876)
Net cash (used) by financing activities
(1,308,071)
(1,252,196)
24
Cash Flows From Operating Activities
Deferred Expenses: The Company incurred $832,714 for brokerage commissions during the year ended July 31, 2024.
Commissions due were for two tenant renewals at the Company’s Jamaica, New York property, one new tenant at the Jowein
building in Brooklyn, New York, two new tenants at the 9 Bond Street building in Brooklyn, New York, and one tenant’s
continuance at the Levittown, New York property.
Accounts Payable and Accrued Expenses: The Company had a balance due on July 31, 2024 for brokerage commissions of
$488,090.
Cash Flows From Investing Activities
The Company’s remaining marketable securities consisting of investments in equity securities and mutual funds were sold in
May 2024. Net realized gain on sale of marketable securities for the year ended July 31, 2024, including liquidation of the remaining
marketable securities in May 2024, aggregated $124,907 with proceeds of $2,544,927.
During the year ended July 31, 2024, the Company had expenditures at its:
Fishkill, New York building of:
- $99,130 for a store front which was completed in August 2023.
- $94,691 for elevators.
9 Bond Street building in Brooklyn, New York of:
- $702,481 for façade restoration completed in April 2024.
- $98,794 for a new tenant’s improvements which were completed in April 30, 2024.
- $904,562 for another new tenant’s improvements as of July 31, 2024. Total improvements are expected to approximate
$1,000,000 when complete.
The Company had expenditures of $64,573 for roof work at its 25 Bond Street building in Brooklyn, New York completed in
January 2024.
Expenditures at the Company’s Jowein building in Brooklyn, New York included:
- $121,787 improvements for steel work completed in July 2024
- $25,593 for a boiler
- $158,145 for scaffolding relating to façade restoration
Costs incurred for tenant improvements at the Company’s Jamaica, New York premises were:
- Improvements of $41,385 anticipated to be completed in the fall 2024 at a total cost of approximately $1,300,000.
- Improvements of $173,000 completed in January 2024.
Source of Funds; Cash Flows from Financing Activities; Company Indebtedness
Including the estimated costs to complete improvements mentioned above, the Company anticipates incurring an additional $2.2
million in capital expenditures over the next twelve months ending July 31, 2025. The Company’s primary source of liquidity is 1)
cash provided by operations, and 2) borrowings. Total liquidity as of July 31, 2024 consists of cash and cash equivalents of
$1,243,977. Total liquidity includes proceeds from fixed rate borrowings as of July 31, 2024. In addition, the Company’s plans
include securing an additional line of credit, if needed, with an affiliated entity, Weinstein Enterprises, Inc. (“Weinstein”),
principally owned by the Chairman of the Board of Directors of both the Company and Weinstein.
To obtain more favorable terms, the Company plans to refinance an existing $3,393,720 mortgage. Currently, anytime after
April 1, 2025 through April 1, 2040, the bank may demand a balloon payment for the full amount outstanding. For a more detailed
description of the Company’s indebtedness, see Note 3 to the Consolidated Financial Statements contained in this 2024 Annual
Report to Shareholders.
We believe our sources of liquidity described above will be sufficient to meet our obligations as of July 31, 2024, and over the
next 12 months.
25
Future Liquidity
The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on
many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall
economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city & state regulations, and increasing
real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when
needed.
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
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 April 2023, the Company exercised one of four five-year option periods with its Landlord to extend the Jamaica Avenue at
169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035. As of July 31,
2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31, 2050 will be
exercised by the Company.
Rent payments and expense relating to these two operating leases with Landlord follow:
Rent Payments
Rent Expense
Year Ended July 31
Year Ended July 31
Property
2024
2023
2024
2023
Jamaica Avenue at 169th Street
$
625,000 $
625,000 $ 1,150,682 $ 1,395,185
504-506 Fulton Street
362,250
362,250
381,195
381,195
Total
$
987,250 $
987,250 $ 1,531,877 $ 1,776,380
The following summarizes assets and liabilities related to these two leases:
Right-Of-Use Assets
Liabilities
July 31
July 31
Property
2024
2023
2024
2023
Expiration Date
Jamaica Avenue at 169th Street
$10,600,247 $11,430,657 $ 4,905,360 $ 5,210,087
May 31, 2035
504-506 Fulton Street
2,167,727 2,431,554 2,311,539 2,556,421
April 30, 2031
Total
$12,767,974 $13,862,211 $ 7,216,899 $ 7,766,508
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.
26
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, 2024 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, and interest rates both nationally and locally;
•
the ability to obtain additional financing at reasonable costs and interest rates;
•
changes in the financial condition of our customers;
•
changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements
and taxes;
•
lease cancellations and particularly loss of key tenants;
•
changes in our estimates of costs;
•
loss of key personnel;
•
war and/or terrorist attacks could significantly impact buildings leased to tenants;
•
the continued availability of insurance for various policies at reasonable rates;
•
outcomes of pending and future litigation;
•
increasing competition by other companies;
•
compliance with our loan covenants;
•
climate change;
•
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;
•
cybersecurity theats or incidents; and
•
pandemics and the related trends of office versus remote work practices.
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.
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.
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, 2024, 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
27
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.
28
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 3, 2024, the Company had approximately 800 shareholders of record.
J.W. MAYS, INC.
OFFICERS
Lloyd J. Shulman
Chairman of the Board, Chief Executive Officer and President
Ward N. Lyke, Jr5
Vice President, Chief Financial Officer and Treasurer
George Silva
Vice President-Operations
Salvatore Cappuzzo
Secretary
BOARD OF DIRECTORS
Jennifer L. Caruso3
Practicing Attorney
Robert L. Ecker2,3,4,6
Partner in the law firm of Ecker, Ecker & Associates, LLP
Steven Gurney-Goldman2,3
Solil Management, LLC
Mark S. Greenblatt3,5
Retired Vice President, Chief Financial Officer and Treasurer, J.W. Mays, Inc.
Melinda L. Koster2,3,4,6
Practicing Attorney
Dean L. Ryder1,2,3,4,6
President, Putnam County National Bank
Lloyd J. Shulman1,3
Chairman of the Board, Chief Executive Officer and President, J.W. Mays, Inc.
Committee Assignments Key:
1
Member of Executive Committee
2
Member of Audit Committee
3
Member of Investment Advisory Committee
4
Member of Compensation Committee
5
Member of Disclosure Committee
6
Member of Governance and 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, 2024 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
29
EXHIBIT 31.1
EXHIBIT 31.1
CERTIFICATION
I, Lloyd J. Shulman, certify that:
1. I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
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 generally accepted accounting principles;
(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 24, 2024
/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
Chief Executive Officer
and President
EXHIBIT 31.2
EXHIBIT 31.2
CERTIFICATION
I, Ward N. Lyke, Jr, certify that:
1. I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
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 generally accepted accounting principles;
(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 24, 2024
/s/ WARD N. LYKE, JR.
Ward N. Lyke, Jr.
Vice President,
Chief Financial Officer
and Treasurer
EXHIBIT 32
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of J. W. Mays, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2024 as
filed with the U. S. Securities and Exchange Commission (the “Report”), we, Lloyd J. Shulman and Ward N. Lyke, Jr., 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 24, 2024
/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
Chief Executive Officer
and President
/s/ WARD N. LYKE, JR.
Ward N. Lyke, Jr.
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.
EXHIBIT 97
EXHIBIT 97
J.W. MAYS, INC. CLAWBACK POLICY
I. BACKGROUND
J.W. Mays, Inc. (the "Company") has adopted this policy ("Policy") to provide for the recovery or "clawback" of certain
incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be
consistent with, the requirements of Section 10D of the Exchange Act, Rule 10D-1. Certain terms used in this Policy are defined in
Section VIII. below.
II. STATEMENT OF POLICY
The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the
event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in
previously issued financial statements that is material to the previously issued financial statements, or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period (a "Restatement").
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the
extent provided under Section V. below.
III.SCOPE OF POLICY
A.
Covered Persons and Recovery Period. This Policy applies to Incentive-Based Compensation received by a person:
·
after beginning service as an Executive Officer,
·
who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation,
·
while the Company has a class of securities listed on a national securities exchange, and
·
during the three completed fiscal years immediately preceding the date that the Company is required to prepare a
Restatement (the "Recovery Period").
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based
Compensation received on or after January 1, 2024.
For purposes of this Policy, Incentive-Based Compensation shall be deemed "received" in the Company's fiscal period
during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is
attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
B.
D. Method of Recovery. The Compensation Committee of the Board (the “Committee”) will have discretion in determining
how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognizing that
different means of recovery may be appropriate in different circumstances.
IV. AMOUNT SUBJECT TO RECOVERY
The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based
Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it
been determined based on the restated amounts, computed without regard to any taxes paid or payable.
V. EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the
extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
A.
Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy
would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover
any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall
make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable
attempt(s) to recover, and maintain that documentation as required by regulatory authorities.
B.
Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements
of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy,
the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded
Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered
individual to fund amounts recoverable under this Policy.
VII. DISCLOSURE
The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the
requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange
Commission (“SEC”) filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means the Company’s president, principal financial officer, any vice-president of the Company or any other
officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company.
Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive
Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
“Financial Reporting Measures” means any measures that are determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements. A Financial Reporting Measure need not be presented within the
Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” means any compensation that is granted or earned based wholly or in part upon the attainment
of a Financial Reporting Measure.
IX. EFFECTIVENESS
This Policy shall be effective as of January 1, 2024.