Quarterly Report (10-q)

Date : 12/05/2019 @ 2:02PM
Source : Edgar (US Regulatory)
Stock : J W Mays Inc (MAYS)
Quote : 30.0  0.0 (0.00%) @ 12:00AM
J W Mays share price Chart

Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 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 I.R.S. Employer Identification No.
Incorporation or Organization
 
9 Bond Street, Brooklyn, New York 11201
Address of Principal Executive Offices Zip Code

           (718) 624-7400           
Registrant’s Telephone Number, Including Area Code

                                 Not Applicable                                 
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   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, a 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 ☐
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth 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 Exchange Act). Yes ☐   No ☒

APPLICABLE ONLY TO ISSUERS 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 Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class       Outstanding at December 5, 2019
Common Stock, $1 par value 2,015,780 shares

This report contains 26 pages.


J. W. MAYS, INC.

INDEX

      Page No.
Part I - Financial Information:
 
Item 1. Financial Statements
 
Condensed Consolidated Balance Sheets – October 31, 2019 (unaudited) and July 31, 2019 3
Condensed Consolidated Statements of Operations and Retained Earnings – Three months ended October 31, 2019 and 2018 (unaudited) 4
Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three months ended October 31, 2019 and 2018 (unaudited) 5
Condensed Consolidated Statements of Cash Flows – Three months ended October 31, 2019 and 2018 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7 - 18
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 19 - 21
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
 
Item 4. Controls and Procedures 21
 
Part II - Other Information:
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Mine Safety Disclosures 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
 
Signatures 23
 
Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 - Chief Executive Officer 24
31.2 - Chief Financial Officer 25
 
Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 26

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Part I - Financial Information

Item 1 - Financial Statements

J. W. MAYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

October 31 July 31
ASSETS       2019       2019
(Unaudited) (Audited)
Property and Equipment - Net (Notes 5 and 6) $      43,997,228 $      53,129,303
 
Current Assets:
Cash and cash equivalents (Notes 4 and 10) 4,993,422 4,117,647
Receivables (Note 4) 405,883 402,154
Income taxes refundable 10,067 9,683
Restricted cash 130,794 181,193
Prepaid expenses 1,181,232 2,159,701
Total current assets 6,721,398 6,870,378
 
Other Assets:
Deferred charges 3,729,818 3,729,818
Less: accumulated amortization 1,221,996 1,153,996
Net 2,507,822 2,575,822
Operating lease right-of-use assets (Notes 1, 5, 7 and 10) 26,525,843
Restricted cash 779,493 964,884
Unbilled receivables (Notes 4 and 8) 1,625,989 1,668,461
Marketable securities (Notes 3 and 4) 3,603,985 3,580,227
Total other assets 35,043,132 8,789,394
 
TOTAL ASSETS $ 85,761,758 $ 68,789,075
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Long-Term Liabilities:
Mortgage payable (Note 6) $ 4,471,454 $
Security deposits payable 681,796 690,422
Payroll and other accrued liabilities 350,818 448,939
Operating lease liabilities (Notes 1, 7 and 10) 16,317,732
Deferred income taxes (Note 1) 5,170,000 5,096,000
Total long-term liabilities 26,991,800 6,235,361
 
Current Liabilities:
Accounts payable 48,635 30,964
Payroll and other accrued liabilities 1,776,831 2,426,535
Other taxes payable 5,542 8,847
Operating lease liabilities (Notes 1, 7 and 10) 1,243,444
Current portion of mortgage payable (Note 6) 777,736 5,287,162
Current portion of security deposits payable 181,213 192,193
Total current liabilities 4,033,401 7,945,701
 
TOTAL LIABILITIES 31,025,201 14,181,062
 
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 50,499,867 50,371,323
56,024,409 55,895,865
Less common stock held in treasury, at cost - 162,517 shares at October 31, 2019 and at July 31, 2019 (Note 11) 1,287,852 1,287,852
Total shareholders' equity 54,736,557 54,608,013
 
Contingencies (Note 12)
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 85,761,758 $ 68,789,075

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

Three Months Ended
October 31 October 31
2019 2018
      (Unaudited)       (Unaudited)
Revenues
Rental income (Notes 1, 4 and 8) $      5,035,915 $      5,161,172
Total revenues 5,035,915 5,161,172
 
Expenses
Real estate operating expenses 3,248,594 2,976,644
Administrative and general expenses 1,215,635 1,742,936
Depreciation (Note 5) 387,410 466,297
Total expenses 4,851,639 5,185,877
 
Income (loss) from operations before investment income, interest expense and income taxes 184,276 (24,705 )
 
Investment income and interest expense:
Investment income (Note 3) 65,003 22,435
Change in fair value of marketable securities (Notes 1 and 3) (19,286 ) (34,059 )
Interest expense (Notes 6 and 10) (27,449 ) (39,865 )
18,268 (51,489 )
 
Income (loss) from operations before income taxes 202,544 (76,194 )
Income taxes provided 74,000 3,000
Net income (loss) 128,544 (79,194 )
 
Retained earnings, beginning of period 50,371,323 48,369,386
Reclassification of unrealized gain on investments to retained earnings (Note 1) 487,136
Retained earnings, end of period $ 50,499,867 $ 48,777,328
 
Income (loss) per common share (Note 2) $ .06 $ (.04 )
 
Dividends per share $ $
 
Average common shares outstanding 2,015,780 2,015,780

See Notes to Condensed Consolidated Financial Statements.

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J.W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

Additional Unrealized Gain Common Stock
Common Paid In on Marketable Retained Held in
  Stock   Capital   Securities   Earnings   Treasury   Total
Balance at July 31, 2018 $    2,178,297 $    3,346,245 $       487,136 $    48,369,386 $       1,287,852 $    53,093,212
Reclassification of unrealized gains on marketable securities to retained earnings (Note 1) (487,136 ) 487,136
Net loss, three months ended October 31, 2018 (79,194 ) (79,194 )
Balance at October 31, 2018 2,178,297 3,346,245 48,777,328 1,287,852 53,014,018
 
Net income, nine months ended July 31, 2019 1,593,995 1,593,995
Balance at July 31, 2019 2,178,297 3,346,245 50,371,323 1,287,852 54,608,013
 
Net income, three months ended October 31, 2019 128,544 128,544
Balance at October 31, 2019 $ 2,178,297 $       3,346,245 $ $ 50,499,867 $ 1,287,852 $ 54,736,557

See Notes to Condensed Consolidated Financial Statements.

–5–


J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
October 31
      2019       2018
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income (loss) $          128,544 $          (79,194 )
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation 387,410 466,297
Amortization of deferred charges 68,000 81,282
Operating lease expense in excess of cash payments 276,762
Deferred finance costs included in interest expense 4,718 5,719
Net realized and unrealized (gain) loss on sale of marketable securities (23,223 ) 34,059
Other assets - unbilled receivables 42,472 (6,861 )
- deferred charges (304,252 )
Deferred income taxes 74,000 3,000
Changes in:
Receivables (3,729 ) 51,710
Income taxes refundable (384 ) (13,048 )
Prepaid expenses 978,469 836,915
Accounts payable 17,671 (16,205 )
Payroll and other accrued liabilities (Notes 1 and 10) 201,080 714,224
Other taxes payable (3,305 ) (2,940 )
Cash provided by operating activities 2,148,485 1,770,706
 
Cash Flows From Investing Activities:
Acquisition of property and equipment (1,445,669 ) (822,175 )
Marketable securities:
Receipts from sales 442,764
Payments for purchases (443,299 ) (16,088 )
Cash (used) by investing activities (1,446,204 ) (838,263 )
 
Cash Flows From Financing Activities:
Increase (decrease) - security deposits payable (19,606 ) 9,153
Mortgage and other debt payments (42,690 ) (41,161 )
Cash (used) by financing activities (62,296 ) (32,008 )
 
Increase in cash, cash equivalents and restricted cash 639,985 900,435
 
Cash, cash equivalents and restricted cash at beginning of period 5,263,724 6,879,623
 
Cash, cash equivalents and restricted cash at end of period (Note 10) $ 5,903,709 $ 7,780,058

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.           

Accounting Records and 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, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, 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.

The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2019 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2019. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The results of operations for the current period are not necessarily indicative of the results for the entire fiscal year ending July 31, 2020.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method. Amortization of improvements to leased property is calculated over the life of the lease. Lives used to determine depreciation and amortization are generally as follows:

       
               Buildings and improvements       18-40 years
    Improvements to leased property 3-10 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.

The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31, 2019 and 2018, there were no impairments of its property and equipment.

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 1 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.

Leases - Lessor Revenue

Property held for leasing in the Company’s real estate rental operations is disclosed in Note 5. Rent 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 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. Contingent rental income is recorded when earned and is not based on tenant revenue. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, is 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. lf 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.

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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. Management has determined that no allowance for uncollected receivables is considered necessary. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectability become known. Collectability issues include 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. Due to the surrender of a portion of a tenant’s space, the Company reported a bad debt expense of $118,238 for the year ended July 31, 2019. Bad debt expense was $40,292 for the three months ended October 31, 2019 as a result of an early lease termination.

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, current portion of operating lease liabilities, and long-term operating lease liabilities on the Company’s balance sheet.

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. 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

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

The Company has a federal net operating loss carryforward approximating $4,002,346 as of July 31, 2019 available to offset future taxable income. As of July 31, 2019, the Company had unused state and city net operating loss carryforwards of approximately $10,170,071 for state and $8,274,000 for city, available to offset future state and city 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, 2016, changes in the law required the state capital-based tax will be phased out over a 7-year period. 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 expense. 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.

Reclassification:

The condensed consolidated financial statements for prior years reflect certain reclassifications to conform with classifications adopted in the three months ended October 31, 2019. These reclassifications have no effect on net income or loss as previously reported.

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Recently adopted accounting standards:

In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU No. 2016-01 is effective for interim and annual periods beginning after December 15, 2017. We adopted this standard effective August 1, 2018 and recorded a cumulative effect adjustment to increase opening retained earnings at August 1, 2018 by $487,136 as required for equity investments recorded at fair value, formerly available-for-sale securities.

In November 2016, the FASB issued ASU 2016-18, “Restricted Cash”. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this standard effective August 1, 2018 with retrospective application to our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 is intended to increase transparency and comparability among organizations in accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

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In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842”, which provides amendments and clarification to ASU 2016-12 based on the FASB’s interaction with stakeholders. In July 2018, the FASB issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements”, which amends Leases (Topic 842) to (i) add an optional transition method that would permit entities to apply the new requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption, and (ii) provide a practical expedient for lessors regarding the separation of the lease and non-lease components of a contract. In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842) Narrow-Scope Improvement for Lessors,” which clarifies how to apply the leases standard when accounting for sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842) Codification Improvements”, which provides amendments for issues brought to the Board’s attention through its interactions with stakeholders. The issues identified are as follows. 1. Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, 2. Presentation on the statement of cash flows-sales-type and direct financing leases, 3. Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. These standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The new standards were adopted by the Company for the fiscal year beginning August 1, 2019. Upon adoption of Topic 842, the Company elected the following practical expedients:


              1.      The Company applied the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the initial period of adoption. Upon adoption on August 1, 2019, the Company did not have an adjustment to opening retained earnings. In transitioning to ASC 842, the Company elected to use the practical expedient package and did not elect to use hindsight.
 
2. As lessee and lessor, the Company has elected not to reassess lease classifications and all leases will continue to be classified as operating leases under the new standard.

              

As a result of the adoption of the new lease accounting guidance, the Company recognized on August 1, 2019:

Operating lease right-of-use assets of $27.1 million.
 
Operating leases liabilities of approximately $17.9 million, based on the net present value of remaining minimum rental payments, discounted using the Company’s incremental borrowing rate of 3.88%.
 
The initial recording of operating lease right-of-use assets of $27.1 million includes adjustments of approximately $10.2 million primarily relating to building and improvements, net of accumulated depreciation, required pursuant to a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). Upon lease termination in 2029, the building and all improvements are turned over to the landlord as property owner.
 
The initial operating lease liability of $17.9 million includes an adjustment of remaining accrued rent of approximately $.95 million.
 
The Company’s lessor accounting remains similar under Topic 842 but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). Upon adoption of the lease standards on August 1, 2019, changes in accounting for the Company’s lease revenue as lessor were not significant.

2.            Income Per Share of Common Stock:

Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the three months ended October 31, 2019 and October 31, 2018.

 
3.            Marketable Securities:

The Company’s marketable securities consist of investments in equity securities. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

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The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

   
  Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).
          
Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).
 
Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.
 
Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at October 31, 2019 and July 31, 2019.
 
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 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
  Total Total
  October 31, July 31,
  Description       2019    Level 1    Level 2    Level 3    2019    Level 1    Level 2    Level 3
  Assets:
  Marketable securities $       3,603,985 $      3,603,985 $      $      $      3,580,227 $      3,580,227 $      $     

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As of October 31, 2019 and July 31, 2019, the Company's marketable securities were classified as follows:
          
           October 31, 2019 July 31, 2019
  Gross Gross Gross Gross
  Unrealized Unrealized Fair Unrealized Unrealized Fair
     Cost    Gains    Losses    Value    Cost    Gains    Losses    Value
  Noncurrent:
  Mutual funds $      846,775 $      272,803 $          $      1,119,578 $      845,306 $      264,425 $                $      1,109,731
  Equity securities 1,697,731 789,097 2,421 2,484,407 1,656,156 814,340 2,470,496
  $ 2,544,506 $ 1,061,900 $ 2,421 $ 3,603,985 $ 2,501,462 $ 1,078,765 $ $ 3,580,227
   
  Investment income consists of the following:
 
    Three Months Ended
  October 31
  2019 2018
  Gain on sale of marketable securities $ 46,981 $
  Interest income 10,278 13,561
  Dividend income 7,744 8,874
  Total $ 65,003 $ 22,435

4. Financial Instruments and Credit Risk Concentrations:
          
Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, cash and cash equivalents and receivables. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and multiple instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.
 
The Company derives rental income from approximately fifty tenants, of which one tenant accounted for 15.98%, another tenant accounted for 15.77% and a third tenant accounted for 12.25% of rental income during the three months ended October 31, 2019. The three months ended October 31, 2018 had one tenant account for 16.16%, another tenant account for 13.81% and a third tenant account for 11.95% of rental income. No other tenant accounted for more than 10% of rental income during the same periods.

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5. Property and Equipment:
   
           All buildings owned by the Company are held for leasing except for a small portion used for Company Offices.

           October 31 July 31
      2019       2019
Land $      6,067,805 $      6,067,805
               
  Buildings held for leasing:            
Buildings and improvements 66,112,845 86,461,353
Improvements to leased property 1,478,012
Construction in progress 3,252,057 2,325,940
69,364,902 90,265,305
Less accumulated depreciation 31,564,537 43,310,270
Buildings - net 37,800,365 46,955,035
 
Fixtures and equipment and other:
Fixtures and equipment 144,545 144,545
Other fixed assets 162,010 164,066
306,555 308,611
Less accumulated depreciation 177,497 202,148
Fixtures and equipment and other - net 129,058 106,463
 
Property and equipment - net $ 43,997,228 $ 53,129,303
 
Construction in progress includes:
               
October 31 July 31
2019 2019
Building improvements at 9 Bond Street in Brooklyn, NY $ 223,680 $ 29,132
Building improvements at 25 Elm Place in Brooklyn, NY 581,783 426,533
Improvements to leased property 131,119 303,975
Building improvements at Fishkill, NY building 2,315,475 1,566,300
$ 3,252,057 $ 2,325,940
 
Leased property included in the Company's real estate rental operations consists of the following:
 
                 Estimated Useful Life       October 31, 2019
  Operating lease right-of-use-assets Lease Terms – 7 to 54 years $          27,104,937
  Less: Accumulated Amortization (579,094 )
  Operating lease right-of-use-assets $ 26,525,843
               
           The initial recording of operating lease right-of-use assets on August 1, 2019 includes adjustments of $10,190,334, net of accumulated amortization, primarily relating to building and improvements included in a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). The ground lease required the Company to construct a building during the lease period. Upon lease termination in 2029, the building and all improvements are turned over to the landlord as property owner.
   
  Until this lease agreement with the landlord terminates in 2029, the Company remains solely responsible for the building, improvements and maintenance of the property included in this lease, and is solely entitled to tax depreciation and other tax deductions.

-13-



6. Long-Term Debt – Mortgage:
          
           October 31, 2019 July 31, 2019
Current
Annual Final Due Due Due Due
Interest Payment Within After Within After
      Rate       Date       One Year       One Year       One Year       One Year
Bond St. building, Brooklyn, NY 4.375 % 12/1/2024 $      777,736 $      4,478,184 $      5,298,610 $       
Less: Deferred financing costs 6,730 11,448
Total $ 777,736 $ 4,471,454 $ 5,287,162 $
 
  On January 9, 2015, the Company refinanced its loan with a bank for $6,000,000, which included the outstanding balance as of January 2015 in the amount of $5,347,726 and an additional borrowing of $652,274. The loan is for a period of five years with a payment based on a twenty-five year amortization period. The interest rate for this period is fixed at 3.54% per annum. The mortgage loan is secured by the Nine Bond Street building in Brooklyn, New York. In November 2019, the Company refinanced this loan for $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate will be 4.375% per annum for a period of five years. The loan will be self-liquidating over a period of five years.
          
7. 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 condensed consolidated statements of operations and retained earnings.

The following table disaggregates the Company's revenues by lease and non-lease components:

           Three Months Ended October
        2019       2018
  Base rent - fixed $      4,536,099 $      4,698,885
  Reimbursements of common area costs 149,660 164,588
  Non-lease components (real estate taxes) 350,156 297,699
  Rental income $ 5,035,915   $ 5,161,172

Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:

           Under ASC 842
  As of October 31, 2019
        Company       Leased      
  Fiscal Year Owned Property Property Total
  For the remainder of 2020 $      7,529,034 $      4,590,212 $      12,119,246
  2021 9,521,380 5,009,044 14,530,424
  2022 7,878,165 4,039,069 11,917,234
  2023 7,399,288 3,270,666 10,669,954
  2024 6,483,940 2,987,050 9,470,990
  2025 7,727,830 2,409,346 10,137,176
  After 2025 44,904,996 12,433,194 57,338,190
  Total $ 91,444,633 $ 34,738,581 $ 126,183,214

  Under ASC 840
  As of July 31, 2019
  Company Leased
  Fiscal Year       Owned Property       Property       Total
           2020 $      10,038,712 $      6,120,283 $      16,158,995
  2021 9,521,380 5,009,044 14,530,424
  2022 7,878,165 4,039,069 11,917,234
  2023 7,399,288 3,270,666 10,669,954
  2024 6,483,940 2,987,050 9,470,990
  After 2024 52,632,826 14,842,540 67,475,366
  Total $ 93,954,311 $ 36,268,652 $ 130,222,963

-14-



          

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.
 
  Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:

  Three Months Ended
        October 31, 2019
           Operating lease cost $                     749,866
  Sublease income 1,755,252
  Excess of sublease income over lease cost $ 1,005,386

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of October 31, 2019:

           October 31, 2020       $      1,896,768
  October 31, 2021 1,976,288
  October 31, 2022 2,058,457
  October 31, 2023 2,072,707
  October 31, 2024 2,087,467
  Thereafter 11,800,909
  Total undiscounted cash flows 21,892,596
  Less: present value discount (4,331,420 )
  Total Lease Liabilities $ 17,561,176
           
           Other information:      
  Operating cash flows from operating leases $      473,105
  Weighted-average remaining lease term – operating leases 11.48 years
  Weighted-average discount rate – operating leases 3.88%

The following tables represents future minimum lease payments under noncancelable operating leases at July 31, 2019 as presented in the Company’s Annual Report on Form 10K:

           Operating
  Fiscal Year       Leases
  2020 $      1,897,318
  2021 1,941,494
  2022 2,057,814
  2023 2,072,000
  2024 2,086,697
  After 2024 11,701,293
  Total required* $ 21,756,616

           * Minimum payments have not been reduced by minimum sublease rentals of $36,268,652 under operating leases due in the future under non-cancelable leases.

Rent payments related to an affiliate principally owned by a director of the Company totaled $246,812 for the three months ended October 31, 2019 and 2018. The rental payments are for two leases which expire May 31, 2029 and April 30, 2031, respectively.

-15-



8.

Unbilled Receivables and Rental Income:

          
Unbilled receivables 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 each lease.
 
9. Employees' Retirement Plan:
 
The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $101,402 and $106,460 as contributions to the Plan for the three months ended October 31, 2019 and 2018, 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 were $17,013 and $13,946 for the three months ended October 31, 2019 and 2018, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans.
 
Contingent Liability for Pension Plan:
 
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, 2018
       
Certified zone status: Critical and declining status
       
Status determination date: January 1, 2018
       
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, 2017:   Yes
       
Rehabilitation plan implemented: Yes
       
Employer subject to surcharge: Yes
       
Contract expiration date: November 30, 2022
 
  For the plan years 2017-2019, under the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to 9.1% of the prior year total contribution rate. The Company has 29 employees and has a contract, expiring November 30, 2022, 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.

-16-



10. 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 (3) 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 statement of cash flows:

           October 31
      2019       2018
Cash and cash equivalents $ 4,993,422 $ 6,147,991
Restricted cash, tenant security deposits 810,844 1,340,188
Restricted cash, escrow 71,603 258,399
Restricted cash, other 27,840 33,480
$      5,903,709 $      7,780,058

           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: Three Months Ended
      October 31
2019       2018
Cash Flow Information
Interest paid, net of capitalized interest of $26,456 (2019) and $15,067 (2018) $ 22,861 $ 34,272
Income taxes paid $ $     
            
Non-cash information
Initial recognition of operating lease right-of-use assets $ 27,104,937
Initial recognition of operating lease liabilities $      17,863,507

11. Common Stock:
          
The Company has one class of common stock with identical voting rights and rights to liquidation.

-17-



12. Contingencies:
            
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.

-18-


Item 2.

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 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:

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, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the Condensed Consolidated Financial Statements disclose our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 7 through 10 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 13 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2019).

Results of Operations:

Three months ended October 31, 2019 compared to the three months ended October 31, 2018:

In the three months ended October 31, 2019, the Company reported net income of $128,544, or $.06 per share. In the comparable three months ended October 31, 2018, the Company reported net loss of $(79,194), or $(.04) per share. The loss in the 2018 three months was primarily due to settlement of litigation costs in the amount of $635,000 (see Note 12). In addition, revenues in the current three months decreased and real estate operating expenses increased as explained below.

Revenues in the current three months decreased to $5,035,915 from $5,161,172 in the comparable 2018 three months primarily due to loss of rental income from two tenants, partially offset by rental from one new tenant.

Real estate operating expenses in the current three months increased to $3,248,594 from $2,976,644 in the comparable 2018 three months primarily due to increases in real estate taxes and rent expense, partially offset by decreases in maintenance costs and leasing commissions.

Administrative and general expenses in the current three months decreased to $1,215,635 from $1,742,936 in the comparable 2018 three months primarily due to the settlement of litigation costs in the amount of $635,000 in the 2018 three months (see Note 13), partially offset by increases in legal and professional costs and a bad debt expense from a tenant.

Depreciation expense in the current three months decreased to $387,410 from $466,297 in the comparable 2018 three months primarily due to a decrease in depreciation on the Jamaica building due to the recording of the building to right-of-use asset (see Notes 1, 5 and 7), partially offset by additional depreciation from prior year improvements in the Brooklyn buildings.

Investment income exceeded interest expense in the current three months by $18,268 and interest expense exceeded investment income by $51,489 in the comparable 2018 three months. The increase in investment income was primarily due to the gain on sale of marketable securities.

-19-


Liquidity and Capital Resources:

Management considers current working capital and borrowing capabilities adequate to cover the Company’s planned operating and capital requirements. The Company’s cash and cash equivalents amounted to $4,993,422 at October 31, 2019.

In March 2017, the Company leased 7,700 square feet to a medical facility at its Nine Bond Street Brooklyn, New York building, 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.

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.

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 will be $448,939. The tenant is expected to take occupancy and commence payment of rent in June 2020. The Company is in the process of discussing with a bank the financing of these costs.

In July 2019, the retail tenant at the Company’s Fishkill, New York building who occupies 90,000 square feet gave notice to terminate their lease effective October 30, 2019. The loss in annual rent will be approximately $250,000. The Company and the tenant then agreed to extend the lease until December 2019.

In August 2019, a tenant who occupies 23,603 square feet of office space at the Company’s Jowein building in Brooklyn, New York vacated the premises. The loss in annual rent will be approximately $814,000.

In September 2019, a retail tenant who occupies 128,196 square feet surrendered approximately 22,000 square feet at the Company’s Nine Bond Street building in Brooklyn, New York. The loss in annual rent will be approximately $965,000.

In November 2019, the Company refinanced a loan with a bank for the balance due at October 31, 2019 in the amount of $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate will be 4.375% per annum. The loan will be self-liquidating over a five-year period.

In November 2019, the Company extended a lease with one of the Company’s landlords, which expires in April 2026 for an additional eight years and eight months to expire in December 2034 at its Nine Bond Street building in Brooklyn, New York.

Cash Flows From Operating Activities:

Payroll and Other Accrued Liabilities: The Company had a balance due at October 31, 2019 for brokerage commissions of $583,428.

Cash Flows From Investing Activities:

The Company had expenditures of $194,547 for the three months ended October 31, 2019 for elevator upgrade work at the Company’s Nine Bond Street building in Brooklyn, New York.

The Company had expenditures for elevator upgrade work in the amount of $106,734 for the three months ended October 31, 2019, at the Company’s Jamaica, New York building. The Company had expenditures of $208,368 for renovation work for an existing tenant.

The Company had expenditures for renovations for a new tenant in the amount of $33,230 for the three months ended October 31, 2019, at its Fishkill, New York building. The total cost is estimated to be $3,200,000 and is anticipated to be completed in May 2020. The Company also had expenditures of $272,678 for four new elevators for the three months ended October 31, 2019. The total cost will be approximately $1,800,000 and is anticipated to be completed in early 2020. The Company also had expenditures of $443,267 for a new lobby for the three months ended October 31, 2019. The total cost will be approximately $1,500,000 and is anticipated to be completed in December 2019.

The Company had expenditures in the amount of $155,250 for elevator upgrade work at its Jowein building in Brooklyn, New York.

-20-


Cautionary Statement Regarding Forward-Looking Statements:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q 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, our 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 listed below, 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 in the United States;
the ability to obtain credit from financial institutions and the related costs;
changes in the financial condition of our customers;
changes in regulatory environment;
lease cancellations;
changes in our estimates of costs;
war and/or terrorist attacks on facilities where services are or may be provided;
outcomes of pending and future litigation;
increasing competition by other companies;
compliance with our loan covenants;
recoverability of claims against our customers and others by us and claims by third parties against us; and
changes in estimates used in our critical accounting policies.

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 review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk:

The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At October 31, 2019, the Company had fixed-rate debt of $5,255,920.

Item 4. Controls and Procedures:

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective and provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, our internal control over financial reporting.

-21-


Part II - Other Information

          Item  1. Legal Proceedings
From time to time we are involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material adverse effect on our financial condition, results of operations or cash flows. See also Note 12 to the Company’s Condensed Consolidated Financial Statements.
 
Item 1A. Risk Factors
There have been no changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2019.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
 
Item 3. Defaults Upon Senior Securities
None
 
Item 4. Mine Safety Disclosures
Not applicable
 
Item 5. Other Information
None
 
Item 6. Exhibits and Reports on Form 8-K
(a)  List of Exhibits:
     
Sequentially
Exhibit      Numbered
Number Exhibit      Page
(3) Articles of Incorporation and Bylaws. N/A
(10) Material contracts. N/A
(11) Statement re computation of per share earnings N/A
(12) Statement re computation of ratios N/A
(14) Code of ethics N/A
(15) Letter re unaudited interim financial information. N/A
(18) Letter re change in accounting principles. N/A
(19) Report furnished to security holders. N/A
(31) Additional exhibits - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.1) Chief Executive Officer 24
(31.2) Chief Financial Officer 25
         
(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 26
(95) Mine safety disclosure. N/A
         
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
     
(b)  Reports on Form 8-K – Two reports on Form 8-K were filed by the registrant for the period ended October 31, 2019.
 
Item reported:
 
The Company reported entry into a material definitive agreement.
Date of report filed – September 19, 2019.
 
  The Company reported its financial results for the three months and year ended July 31, 2019.
Date of report filed – October 3, 2019.

-22-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

            J.W. MAYS, Inc.      
(Registrant)
 
 
 
Date:      December 5, 2019       Lloyd J. Shulman
    Lloyd J. Shulman
    President  
  Chief Executive Officer  
 
 
 
Date:      December 5, 2019 Mark S. Greenblatt
Mark S. Greenblatt
Vice President
Chief Financial Officer

-23-


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