Annual Report (10-k)

Date : 10/03/2019 @ 12:06PM
Source : Edgar (US Regulatory)
Stock : J W Mays Inc (MAYS)
Quote : 26.31  0.0 (0.00%) @ 9:00PM
J W Mays share price Chart

Annual Report (10-k)

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, 2019
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 11-1059070
State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No.
 
9 Bond Street, Brooklyn, New York 11201
Address of Principal Executive Offices 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 Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1 par value MAYS 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $15,934,662 as of January 31, 2019 based on the average of the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of September 9, 2019 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).

Part of Form 10-K
in which the Document
Document       is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2019 Parts I and II
Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders Part III

 


Table of Contents

J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2019

TABLE OF CONTENTS

Page
Part I            
Item 1. Business 1
Item 1A. Risk Factors 1
Item 1B. Unresolved Staff Comments 2
Item 2. Properties 3
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. Selected Financial Data 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 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10
Item 9A. Controls and Procedures 10
Item 9B. Other Information 11
Part III
Item 10. Directors, Executive Officers and Corporate Governance 11
Item 11. 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 Accounting Fees and Services 12
Part IV
Item 15. Exhibits and Financial Statement Schedules 12
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 29 employees and has a contract, expiring November 30, 2019, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 24% of its employees. The Company considers that its labor relations with its employees and union are good.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior U. S. Securities and Exchange Commission (“SEC”) filings by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to potential significant volatility.

ITEM 1A. RISK FACTORS.

Risks Relating to Ownership Structure

The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors.

The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company, as further described in the Notes to the Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest.

Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities have the same Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors (“Board”) is composed of a majority of independent directors. In 2005, in a case involving both entities, the Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held that the actions of the Company’s Board were proper.

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Risks Related to Our Business

We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:

the continued threat of terrorism;
   
economic downturns, both on a national and on local scales;
   
loss of key personnel;
   
the availability, if needed, of additional financing;
   
the continued availability of insurance (in different types of policies) at reasonably acceptable rates;
   
the general burdens of governmental regulation, at the Local, State and Federal levels;
   
climate change; and
   
cyber security.

Risks Related to Real Estate Operations

Our investment in property development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our 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.

We try to lease our properties to tenants with adequate finances, but as a result of occasional business downturns, even formerly financially strong tenants may be at risk. Additionally, as online retail operations continue to expand, retailers are facing increased competition which would reduce the need for the leasing of properties which is our business. The Company mitigates risks of tenants with less than adequate finances by leasing our properties to multiple tenants where applicable in order to diversify the tenant base.

Risks Related to our Investments

Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and may not be successful for many reasons, including, but not limited to the following:

fluctuations in interest rates;
   
worsening of general economic and market conditions; and
   
adverse legal, financial and regulatory developments that may affect a particular business.

Risk Factors Summary

These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to take actions and do business in a way that reduces these “Risk Factors” or, at least, takes them into account when conducting its business. Nevertheless, some of these “Risk Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the staff of the U. S. Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.

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ITEM 2. PROPERTIES.

The table below sets forth certain information as to each of the properties currently operated by the Company:

Approximate
Location       Square Feet
1.     Brooklyn, New York
Fulton Street at Bond Street 380,000
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 )
8. Brooklyn, New York
Truck bays, passage facilities and tunnel-Schermerhorn Street 17,000
Building-Livingston Street 10,500

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 Note 5 to the Consolidated Financial Statements contained in the 2019 Annual Report to Shareholders, incorporated herein by reference. The property owned which is held subject to mortgage is the Brooklyn Fulton Street at Bond Street building.

1. Brooklyn, New York—Fulton Street at Bond Street
        

90% of the property is owned by the Company and the remaining 10% of the property is leased by the Company under five separate leases. Expiration dates are as follows: 12/8/2043 (1 lease) which lease currently has one thirty-year renewal option through 12/8/2073. The Company in July 2012, exercised the first renewal option for thirty years ending 12/8/2043; 4/30/2026 (1 lease), and 4/30/2031 (3 leases).

The property is currently leased to twenty-three tenants of which eight are retail tenants, two are fast food restaurants, eleven occupy office space, one is a dental office and one is a medical office. Two tenants have leased in excess of 10% of the rentable square footage. One tenant is a department store (33.42%) and the other tenant occupies office space (15.06%).

In March 2017, the Company leased 7,700 square feet to a medical facility for a term of ten years with two five year option periods. To accommodate this tenant, an existing tenant surrendered 400 square feet of retail space. The cost of renovations for this tenant was $329,154 and brokerage commissions were $216,052. The tenant took occupancy and commenced payment of rent in October 2019.

In August 2018, the Company entered into a lease agreement with an existing office tenant for an additional 1,849 square feet until June 30, 2022 at its Nine Bond Street Brooklyn, New York building.

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In October 2018, the Company extended a lease with one of the Company’s landlords, which expires in April 2021 for an additional ten years to expire in April 2031 at its Nine Bond Street Brooklyn, New York building.

In January 2019, the Company extended a lease with an office tenant who occupies 700 square feet at its Nine Bond Street Brooklyn, New York building, for an additional five years expiring January 31, 2024.

In March 2019, the Company extended a lease with an office tenant who occupies 13,451 square feet at its Nine Bond Street Brooklyn, New York building whose lease expires July 31, 2021, for an additional five years expiring July 31, 2026.

In September 2019, a retail tenant who occupies 128,196 square feet surrendered approximately 22,000 square feet. The annual loss in rent will be approximately $965,000.

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 Year Number of Area Annual Percentage of
         Ended       Rate       Ended       Leases       Sq. Ft.       Rent       Gross Annual Rent
7/31/2015 77.08% 7/31/2020       4       58,449 $ 1,180,696         5.781        
7/31/2016 76.44% 7/31/2021 4 4,754 388,683 1.903
7/31/2017 75.59% 7/31/2022 2 27,423 1,152,050 5.640
7/31/2018 75.26% 7/31/2023 1 63 10,800 .053
7/31/2019 75.65% 7/31/2024 2 1,840 82,007 .402
7/31/2025 1 3,080 112,000 .548
7/31/2026 1 13,451 460,838 2.256
7/31/2028 3 10,627 507,030 2.482
7/31/2030 1 7,700
7/31/2032 2 28,218 906,090 4.436
7/31/2036 2 139,547 3,653,795 17.889
23 295,152 $ 8,453,989 41.390

The Company uses 17,810 square feet of available space.

As of July 31, 2019 the federal tax basis is $22,559,989 with accumulated depreciation of $12,414,269 for a net carrying value of $10,145,720. 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 $2,125,109 per year and the rate used is averaged at $11.073 per $100 of assessed valuation.

 
2. Brooklyn, New York—Jowein building at Elm Place
        

The building is owned. The property is currently leased to fourteen tenants of which two are retail stores, one is a fast food restaurant, two are for warehouse space and ten leases are for office space.

In August 2019, a tenant who occupies 23,603 square feet of office space vacated the premises. The annual loss in rent will be approximately $814,000.

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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 Year Number of Area Annual Percentage of
Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 68.83 % 7/31/2020        4        60,806 $ 1,637,315          8.016         
7/31/2016 70.70 % 7/31/2021 1 500 46,027 .225
7/31/2017 77.53 % 7/31/2022 2 16,069 525,985 2.575
7/31/2018 84.22 % 7/31/2023 2 16,760 524,433 2.568
7/31/2019 85.14 % 7/31/2025 1 23,004 739,174 3.619
7/31/2028 1 5,000 148,464 .727
7/31/2036 1 12,105 39,868 .195
7/31/2037 1 17,425 568,142 2.782
7/31/2059 1 19,437 116,101 .568
14 171,106 $ 4,345,509 21.275

As of July 31, 2019 the federal tax basis is $7,550,837 with accumulated depreciation of $4,507,848 for a net carrying value of $3,042,989. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.

The real estate taxes for this property are $629,541 per year and the rate used is averaged at $11.018 per $100 of assessed valuation.

 
3. Jamaica, New York—Jamaica Avenue at 169th Street
        

Building, improvements and land (“property”) are leased from an affiliated company. The lease expires May 31, 2029. The property is currently leased to ten tenants: five are retail tenants and five occupy office space. Four tenants each occupy in excess of 10% of the rentable square footage: two retail stores occupy 15.86% and 17.66%, respectively; and two office tenants occupy 14.23% and 13.50%, respectively. Approximately 23,000 square feet of the building is available for lease. There are plans to renovate vacant space for office use 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.

In October 2018, the Company extended a lease with a retail tenant who occupies 47,100 square feet at its Jamaica, New York building for a period of ten years to expire on May 31, 2029.

In October 2018, the Company extended the lease with its landlord, who is a related party, at its Jamaica, New York building for a period of one year and ten months to expire on May 31, 2029.

In October 2018, the Company extended a lease with an office tenant who occupies 38,109 square feet at its Jamaica, New York building for an additional four years expiring November 30, 2022.

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 Year Number of Area Annual Percentage of
         Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 80.50 % 7/31/2020        1        42,250 $ 1,106,740          5.419         
7/31/2016 80.16 % 7/31/2021 2 472 70,800 .347
7/31/2017 80.50 % 7/31/2022 1 22,045 533,921 2.614
7/31/2018 79.99 % 7/31/2023 2 40,109 1,048,675 5.134
7/31/2019 80.50 % 7/31/2024 1 28,634 621,898 3.045
7/31/2026 1 6,021 170,525 .835
7/31/2029 2 99,544 1,892,359 9.265
10 239,075 $ 5,444,918 26.659

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Until the lease agreement terminates in 2029, 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, 2019 the federal tax basis is $13,863,981 with accumulated depreciation of $8,889,797 for a net carrying value of $4,974,184. 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 $683,938 per year and the rate used is averaged at $11.283 per $100 of assessed valuation.

        
4. Fishkill, New York—Route 9 at Interstate Highway 84
 

The Company owns the entire property. In October 2013, the Company leased 99,992 square feet to a retail tenant which in March 2019 was reduced to 90,000 Square feet. Occupancy commenced in November 2013 and rent commenced in March 2014. In July 2019, the tenant gave notice to terminate their lease effective October 30, 2019. The loss in annual rent will be approximately $250,000.

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. The cost of renovations for this tenant will be approximately $3,200,000 and brokerage commissions $216,052. The tenant is expected to take occupancy and commence payment of rent in June of 2020.

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 Year Number of Area Annual Percentage of
Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 47.39 % 7/31/2020         1         90,000 $ 283,000           1.386          
7/31/2016 47.39 % 7/31/2035 1 47,000 .000
7/31/2017 47.39 % 2 137,000 $ 283,000 1.386
7/31/2018 47.39 %
7/31/2019 45.42 %

        

As of July 31, 2019 the federal tax basis is $13,117,037 with accumulated depreciation of $9,607,968 for a net carrying value of $3,509,069. 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 $143,177 per year and the rate used is averaged at $3.18 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 October 2016, the restaurant extended its lease for an additional five years expiring May 3, 2023. Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently May 3, 2023.


Occupancy Lease Expiration Rent
         Year Year Number of Area Annual Percentage of
Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 100.00 % 7/31/2023 Building 10,000 $ 415,367           2.034          
7/31/2016 100.00 % Land 75,800
7/31/2017 100.00 % 1 85,800
7/31/2018 100.00 %
7/31/2019 100.00 %

        

The real estate taxes for this property are $156,481 per year and the rate used is averaged at $1,159.03 per $100 of assessed valuation.

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6. Massapequa, New York—Sunrise Highway
        

The Company is the prime tenant of this leasehold. The lease expired May 14, 2009, and there was one renewal option for twenty-one years, which the Company exercised in April 2008. The leasehold is currently subleased to one tenant who occupies 113,400 square feet of the property. The sublease expires in May 2030, with no renewal options.

The tenant who leased 20,000 square feet of space at the Company’s Massapequa, New York property to open a restaurant had their lease terminated in April 2019 for non-payment of rent. The tenant’s lease commenced in September 2018 and rent was supposed to begin in January 2019. The Company re-leased these premises in August 2019 to a fast food restaurant expiring in April 2030. Rent is expected to commence in September 2020.

   
         Occupancy Lease Expiration Rent
Year Year Number of Area Annual Percentage of
Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 85.01 % 7/31/2030         1         113,400 $ 765,149           3.746          
7/31/2016 85.01 % 7/31/2030 1 20,000
7/31/2017 85.01 % 133,400
7/31/2018 90.63 %
7/31/2019 85.01 %

The real estate taxes for this property are $261,383 per year and the rate used is averaged at $914.41 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. One tenant’s lease agreement was executed for a five year period, with a right to cancel after three years, for 75,000 square feet to November 11, 2010 at which time the tenant occupied 30,000 square feet on a month to month basis. In October 2013, the tenant signed a lease agreement for a five year period to occupy 48,000 square feet and in May 2015 signed a modification of lease to occupy 72,000 square feet. In August 2016, this tenant signed a further modification of lease to occupy 84,000 square feet. The other tenant’s lease agreement was executed in May 2015, for a five-year period effective June 1, 2015, and allows the tenant to have permanent space of 108,000 square feet.


         Occupancy Lease Expiration Rent
Year Year Number of Area Annual Percentage of
Ended       Rate                       Ended       Leases       Sq. Ft.                       Rent       Gross Annual Rent
7/31/2015 91.54 % 7/31/2020         1         108,000 $ 363,694           1.781          
7/31/2016 96.72 % 7/31/2022 1 84,000 238,380 1.167
7/31/2017 99.04 % 2 192,000 $ 602,074 2.948
7/31/2018 99.04 %
7/31/2019 99.10 %

As of July 31, 2019 the federal tax basis is $4,466,746 with accumulated depreciation of $3,618,574 for a net carrying value of $848,172. 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 $36,419 per year and the rate used is averaged at $4.997 per $100 of assessed valuation.

        
8. Brooklyn, New York—Livingston Street
 

The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Company’s Brooklyn properties. The Company has a long-term lease with the City of New York and another landlord which expired in 2013. The lease has two renewal options, the last of which expires in 2073. The Company exercised one of the renewal options in July 2012 for an additional thirty year period, expiring in 2043, under which:

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      (1)

Such garage provided truck bays and passage facilities through a tunnel, both for the exclusive use of the Company, to the structure referred to in (2) below. The truck bays, passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from the City of New York and another landlord referred to in the preceding paragraph.

On June 16, 2014, the Company entered into a Second Amendment of Lease (the “Amendment”) with 33 Bond St. LLC (“Bond”), its landlord, for certain truck bays and approximately 1,000 square feet located at the cellar level within a garage at Livingston and Bond Street (“Premises”). Pursuant to the Amendment, (1) a lease option for the Premises was exercised extending the lease until December 8, 2043, (2) the Company, simultaneously with the execution of the Amendment, vacated the Premises so that Bond may demolish the building in which the Premises is located in order to develop and construct a new building at the location, and (3) Bond agreed to redeliver to the Company possession of the reconfigured Premises after construction.

As consideration under the Amendment, Bond agreed to pay the Company a total of $3,500,000. Upon execution of the Amendment, the Company recorded $3,500,000 to deferred revenue to be amortized to revenue to temporally vacate the premises over the expected vacate period of 36 months. Bond tendered $2,250,000 simultaneously with the execution of the Amendment, and the balance due of $1,250,000 on June 16, 2015 had been received by the Company. The Company re-occupied the premises in October 2017.

In connection with the Amendment, the parties also agreed to settle a pending lawsuit in the Supreme Court of the State of New York, Kings County, Index No. 50796/13 (the “Action”), in which the Company sought, among other things, a declaratory judgment that it validly renewed the lease for the Premises, and Bond sought, among other things, a declaratory judgment that the lease expired by its terms on December 8, 2013. Pursuant to a stipulation of settlement, filed on June 16, 2014, the Action, including all claims and counterclaims, has been discontinued with prejudice, without costs or attorneys’ fees to any party as against the other. The stipulation of settlement also contains general releases by both parties of all claims.

        

(2)

The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term expiring in 2013 with renewal options, the last of which expires in 2073). The Company in July 2012, exercised the first renewal option for thirty years, ending in 2043. The plot is adjacent to and connected with the Company’s Brooklyn properties.

 

In the opinion of management, all of the Company’s properties are adequately covered by insurance.

See Note 10 to the Consolidated Financial Statements contained in the 2019 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.

On November 2, 2018 the Company settled the lawsuit relating to defective workmanship and breach of contract to replace a roof and various other work on its Fishkill, New York building. The Company agreed to pay $635,000 to the Plaintiffs, D. Owens Electric, Inc., Mid-Hudson Structural Concrete, Inc. d/b/a Recycle Depot, and BSB Construction, Inc., in settlement of the claims made against the Company. This settlement resolves the actions and disputes referred to in the Decision and Order dated October 30, 2018 of the Supreme Court of the State of New York, County of Dutchess. The $635,000 was paid in full on November 6, 2018.

There are various other lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.

ITEM 4. MINE SAFETY DISCLOSURES.

None

8


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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

COMMON STOCK AND DIVIDEND 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.

The following is the sales price range per share of J. W. Mays, Inc. common stock during the fiscal years ended July 31, 2019 and 2018:

Sales Price
Three Months Ended       High       Low
October 31, 2018 $ 41.46 $ 37.00
January 31, 2019 43.66 37.92
April 30, 2019 41.50 36.26
July 31, 2019 42.10 34.00
 

 

October 31, 2017 $ 47.00 $ 35.30
January 31, 2018 42.45 35.50
April 30, 2018 38.00 37.25
July 31, 2018 43.50 37.70

The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years.

On September 9, 2019, the Company had approximately 800 shareholders of record.

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended July 31, 2019 we did not sell any unregistered securities.

RECENT PURCHASES OF EQUITY SECURITIES

During the year ended July 31, 2019 we did not repurchase any of our outstanding equity securities.

ITEM 6. SELECTED FINANCIAL DATA.

Not required.

ITEM 7. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 25-29 of the Registrant’s 2019 Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Registrant’s Consolidated Financial Statements, together with the report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 3, 2019, appearing on pages 3 through 24 of the Registrant’s 2019 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, 6, and 7 hereof, the 2019 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.

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, 2019, the Company carried out an evaluation, under the supervision of, and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

(B) CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.

There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses noted, and therefore there were no corrective actions taken.

(C) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13(a)-15(f). Our internal control system has been designed to provide reasonable assurance to the Company’s management and its Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of our internal control over financial reporting as of July 31, 2019. 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, 2019, its internal control over financial reporting is effective based on these criteria.

This Form 10-K Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the permanent exemption for smaller reporting company filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.

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ITEM 9B. OTHER INFORMATION.

Reports on Form 8-K - One report on Form 8-K was filed by the Company during the three months ended July 31, 2019.

Item reported - The Company reported its financial results for the three and nine months ended April 30, 2019.

Date of report filed - June 6, 2019.

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 2019 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Executive Officers of the Registrant

The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective August 1, 2011 and renewed August 1, 2014 and August 1, 2017).

First Became
Business Experience During Such Officer
Name Age the Past Five Years or Director
Lloyd J. Shulman       77       President       November, 1978
Co-Chairman of the Board
       and President June, 1995
Chairman of the Board
       and President November, 1996
Director November, 1977
Mark S. Greenblatt 65 Vice President August, 2000
Treasurer August, 2003
Director August, 2003
Assistant Treasurer November, 1987
Ward N. Lyke, Jr. 68 Vice President February, 1984
Assistant Treasurer August, 2003
George Silva 69 Vice President March, 1995

All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years.

ITEM 11. COMPENSATION.

The information required by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item appears under the headings “Compensation” “Certain Transactions,” and “Board Interlocks and Insider Participation” in the Definitive Proxy Statement for the 2019 Annual Meeting of Shareholders and such information is incorporated herein by reference.

11


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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth the fees paid by the Company (on a cash basis) to its independent registered public accounting firm, D’Arcangelo & Co., LLP, for the fiscal years 2019 and 2018.

Fiscal Year
      2019       2018
Audit fees $ 171,500 $ 177,348
Audit related fees 6,930
Tax fee 55,775 60,050
Total Fees $ 234,205 $ 237,398

Audit Fees for fiscal year 2019 and fiscal year 2018 were for professional services rendered for the audits of the consolidated financial statements of the Company, interim quarterly reviews of Form 10-Q information and assistance with the review of documents filed with the U. S. Securities and Exchange Commission.

Audit related fees for fiscal year 2019 consist of consultations concerning financial accounting and reporting standards.

Tax fees for fiscal year 2019 and fiscal year 2018 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters.

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.

The following documents are filed as part of this report:

        1.         The Consolidated Financial Statements and report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 3, 2019, set forth on pages 3 through 24 of the Company’s 2019 Annual Report to Shareholders.
       
2. See accompanying Index to the Company’s Consolidated Financial Statements and Schedules.
       
3. Exhibits:
       
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable.
           
(3)         Articles of incorporation and by-laws:
           
(i) Certificate of Incorporation and certificate of amendment.
               
(ii)         By-laws, as amended — incorporated by reference.
               
(4) Instruments defining the rights of security holders, including indentures—see Exhibit (3) above.
           
(9) Voting trust agreement—not applicable.
           
(10) Material contracts:
           
(i) The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 2015.
               
(ii)         Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2017 — incorporated by reference.
               
(11) Statement re computation of per share earnings—not applicable.
           
(12) Statement re computation of ratios—not applicable.
           
(13) Annual Report to security holders.

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Table of Contents

                    (14)         Code of ethics—not applicable.
           
(16) Letter re change in certifying auditors—not applicable.
           
(18) Letter re change in accounting principles—not applicable.
           
(21) Subsidiaries of the registrant.
           
(22) Published report re matters submitted to vote of security holders—not applicable.
           
(24) Power of attorney—none.
           
(28) Information from reports furnished to state insurance regulatory authorities—not applicable.
           
(31) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
           
31.1—Chief Executive Officer
           
31.2—Chief Financial Officer
           
(32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sec. 1350.

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 3, 2019 By:    LLOYD J. SHULMAN
LLOYD J. SHULMAN
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
 
October 3, 2019 By: MARK S. GREENBLATT
MARK S. GREENBLATT
Vice President and Treasurer
Principal Financial Officer
 
October 3, 2019 By: WARD N. LYKE, JR.
WARD N. LYKE, JR.
Vice President
and Assistant Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature Title Date
LLOYD J. SHULMAN                 Chairman of the Board, Chief Executive                 October 3, 2019
LLOYD J. SHULMAN Officer, President, Chief Operating
Officer and Director
 
MARK S. GREENBLATT Vice President, Treasurer and Director October 3, 2019
MARK S. GREENBLATT
 
ROBERT L. ECKER Director October 3, 2019
ROBERT L. ECKER
 
STEVEN GURNEY-GOLDMAN Director October 3, 2019
STEVEN GURNEY-GOLDMAN
 
JOHN J. PEARL Director October 3, 2019
JOHN J. PEARL
 
DEAN L. RYDER Director October 3, 2019
DEAN L. RYDER
 
JACK SCHWARTZ Director October 3, 2019
JACK SCHWARTZ

14


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INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES

Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2019, which are incorporated herein by reference:

Report of Independent Registered Public Accounting Firm (page 24)

Consolidated Balance Sheets (pages 3 and 4)

Consolidated Statements of Income and Retained Earnings (page 5)

Consolidated Statements of Comprehensive Income (page 6)

Consolidated Statement of Changes in Shareholders Equity (page 7)

Consolidated Statements of Cash Flows (page 8)

Notes to Consolidated Financial Statements (pages 9-21)

Financial Statement Schedules

Real Estate and Accumulated Depreciation (page 22)

Report of Management (page 23)

All other schedules for which provision is made in the applicable regulations of the U. S. Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted.

The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned.
____________________

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EXHIBIT INDEX TO FORM 10-K
 
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable
       
        (3)         (i)        Certificate of incorporation and certificate of amendment
       
(ii)       By-laws, as amended — incorporated by reference
       
(4) Instruments defining the rights of security holders, including indentures—see Exhibit (3) above
       
(9) Voting trust agreement—not applicable
       
(10) Material contracts— (i)         Retirement Plan and Trust, Summary Plan Description
(ii) Employment agreements — incorporated by reference
             
(11) Statement re computation of per share earnings—not applicable
       
(12) Statement re computation of ratios—not applicable
       
(13) Annual Report to security holders
       
(14) Code of ethics—not applicable
       
(16) Letter re change in certifying auditors—not applicable
       
(18) Letter re change in accounting principles—not applicable
       
(21) Subsidiaries of the registrant
       
(22) Published report re matters submitted to vote of security holders—not applicable
       
(24) Power of attorney—none
       
(28) Information from reports furnished to state insurance regulatory authorities—not applicable
       
(31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
       
31.1—Chief Executive Officer
       
31.2—Chief Financial Officer
       
(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
 
EX-101.INS XBRL INSTANCE DOCUMENT
 
EX-101.SCH XBRL TAXONOMY EXTENSION SCHEMA
 
EX-101.PRE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
 
EX-101.LAB XBRL TAXONOMY EXTENSION LABEL LINKBASE
 
EX-101.CAL XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
 
EX-101.DEF XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

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