展品 13
J.W. MAYS, INC.
| 基本報表 | |
| 2024 | |
| 2024年7月31日結束之年度 |
J.W.梅斯公司。
| 內容 | 頁 號碼。 | |||
| 這家 公司 | 2 | |||
| 致股東的 信息 | 2 | |||
| 合併資產負債表 | 3 | |||
| 綜合 營業報表 | 4 | |||
| 合併 股東權益變動基本報表 | 5 | |||
| 綜合 現金流量表 | 6 | |||
| 綜合財務報表附註 | 7-17 | |||
| 房地產和累計折舊（附表III） | 18 | |||
| 管理層報告 | 19 | |||
| 獨立註冊的上市會計師事務所報告 | 20-21 | |||
| 管理層對財務狀況和經營成果的討論與分析 | 22-26 | |||
| 控制項和程序 | 27-28 | |||
| 普通股信息 | 29 | |||
| 管理人員和董事 | 29 | |||
行政辦公室
9號債券型街，布魯克林，紐約，11201-5805
轉讓代理人和註冊機構
美國股票轉倉及信託公司（American Stock Transfer & Trust Company, LLC）
6201 15th Avenue
布魯克林，紐約州11219
特別檢察官
荷蘭與奈特律師事務所
第七大道787號
紐約，紐約10019
獨立註冊的上市會計師事務所
普萊格梅提斯會計師事務所，有限責任公司
401 哈肯薩克大道
哈肯薩克，新澤西州，07601
特別大會
股東年度會議將舉行
於2024年11月26日星期二舉行
上午10:00，東部標準時間，在J.W. MAYS, INC.舉行
9 Bond Street, 布魯克林，紐約11201-5805
J.W. MAYS, INC.
公司
J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City; in Levittown and Massapequa, Long Island, New York; in Fishkill, Dutchess County, New York; and in Circleville, Ohio. The major portions of these properties are owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is available for lease.
More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31, 2024.
J.W. MAYS, INC.
TO OUR SHAREHOLDERS:
Remote work and on-line shopping trends, which surged during the pandemic, continue to have a significant nationwide effect on office and retail commercial real estate rentals. Even with ongoing reduced nationwide and local demand for office and retail rentals, local real estate taxes in New York City have increased while costs of inflation were higher than anticipated. Financial results this past year include:
| • | In 2024 the Company’s net loss increased to $(406,568), or $(.20) per share from $(82,964), or $(.04) per share primarily due to a decrease in rental income; partially offset by a decrease in real estate operating expenses, a decrease in interest expense, net of capitalized interest, and a realized gain on the sale of marketable securities. |
| • | Revenues in 2024 decreased to $21,593,264 from $22,576,455 in the comparable 2023 year primarily due to the loss of a tenant in March 2023, a decrease in rent revenue from two tenants occupying less space compared to the prior year: partially offset by rent increases from existing tenants and new leases from several new tenants. |
| • | Despite a loss in 2024 and 2023, the Company increased cash, cash equivalents and restricted cash by $67,866 in fiscal 2024 compared with a $147,838 increase in the 2023 fiscal year. Cash flows from operations were $1,434,730 in fiscal 2024 compared with $2,221,910 in 2023. Cash provided by operating activities in 2024 and 2023 combined with proceeds from sales of marketable securities in 2024 and 2023 were used to fund acquisition of property and equipment and reduce mortgages payable from 2023 to 2024. |
Our strategy of pursuing and entering into leases with governmental agencies and health care providers as tenants, as well as a significant educational institution in our Fishkill building, and our ability to retain significant tenants over a long period of time, continues to serve our Company well.
As Brooklyn continues to become a borough of choice for many individual’s residences, businesses are also slowly shifting from Manhattan to the outer boroughs. With our long history of resilience when facing difficult market conditions, I believe New York City and our Company will continue moving forward from these challenging economic times.
I specifically want to thank Mays’ personnel and our Board colleagues for their ongoing commitment and support, our shareholders for their continuing belief in our Company and its future and our tenants for their continuing loyalty to our Company.
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
October 24, 2024
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J.W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
July 31, 2024 and 2023
| July 31 | ||||||||
| ASSETS | 2024 | 2023 | ||||||
| Property and Equipment-at cost: | ||||||||
| Land | $ | $ | ||||||
| Buildings held for leasing: | ||||||||
| Buildings, improvements and fixtures | ||||||||
| Construction in progress | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Buildings held for leasing – net | ||||||||
| Property and equipment-net | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Receivables, net | ||||||||
| Marketable securities | ||||||||
| Prepaids and other assets | ||||||||
| Deferred charges, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Mortgages payable | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Security deposits payable | ||||||||
| Operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity: | ||||||||
| Common stock, par value $ each share (shares- authorized; issued) | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| Common stock held in treasury, at cost - shares at July 31, 2024 and July 31, 2023 | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
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J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | ||||||||
| Rental income | $ | $ | ||||||
| Total revenues | ||||||||
| Expenses | ||||||||
| Real estate operating expenses | ||||||||
| Administrative and general expenses | ||||||||
| Depreciation | ||||||||
| Total expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income (loss) and interest expense | ||||||||
| Dividend and interest income | ||||||||
| Net realized gain on sale of marketable securities | ||||||||
| Net unrealized loss on marketable securities | ( | ) | ||||||
| Interest expense, net of capitalized interest | ( | ) | ( | ) | ||||
| ( | ) | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax provision (benefit) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per common share, basic and diluted | $ | ) | $ | ) | ||||
| Dividends per share | $ | $ | ||||||
| Weighted average common shares outstanding, basic and diluted | ||||||||
See Notes to Accompanying Consolidated Financial Statements.
4
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Common Stock | Additional Paid In Capital | Retained Earnings | Common Stock Held in Treasury | Total | ||||||||||||||||
| Balance at July 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net loss, year ended July 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance at July 31, 2023 | ( | ) | ||||||||||||||||||
| Net loss, year ended July 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Balance at July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See Notes to Accompanying Consolidated Financial Statements.
5
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Bad debt expense (recovery) | ( | ) | ( | ) | ||||
| Provision (benefit) for deferred income tax | ( | ) | ( | ) | ||||
| Net realized (gain) on sale of marketable securities | ( | ) | ( | ) | ||||
| Net unrealized loss on marketable securities | ||||||||
| Depreciation | ||||||||
| Loss on asset disposal | ||||||||
| Amortization of deferred charges | ||||||||
| Operating lease expense in excess of cash payments | ||||||||
| Deferred finance costs included in interest expense | ||||||||
| Deferred charges | ( | ) | ( | ) | ||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Receivables | ( | ) | ( | ) | ||||
| Prepaids and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Security deposits payable | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows From Investing Activities: | ||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| Marketable securities: | ||||||||
| Receipts from sales | ||||||||
| Payments for purchases | ( | ) | ( | ) | ||||
| Net cash (used) in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Payments – mortgages | ( | ) | ( | ) | ||||
| Net cash (used) by financing activities | ( | ) | ( | ) | ||||
| Net increase in cash, cash equivalents and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at beginning of year | ||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
6
J.W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties in New York and one building in Ohio. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries (J. W. M. Realty Corp. and Dutchess Mall Sewage Plant, Inc.), which are wholly-owned. Material intercompany items have been eliminated in consolidation.
Use of Estimates
The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, impairment analysis of long-lived assets, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.
Restricted Cash
Restricted cash primarily consists of cash held in bank accounts for tenant security deposits and other amounts required under certain loan agreements.
Accounts Receivable
Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. The Company uses specific identification to reserve for uncollectible accounts receivable in the period when issues of collectibility become known. Collectibility issues include late rent payments, circumstances when a tenant indicates their intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment. Management also assesses collectibility by reviewing accounts receivable on an aggregate basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers past due status and a tenant’s payment history. We also consider current market conditions and reasonable and supportable forecasts of future economic conditions. Our assessment considers volatility in market conditions and evolving shifts in credit trends that may have a material impact on our allowance for uncollectible accounts receivables in future periods.
The Company’s allowance for uncollectible receivables is recorded as an offset to receivables. Activity in the allowance for uncollectible receivables for each period follows:
Allowance for Uncollectible
| Allowance
for Uncollectible Accounts Receivable | Bad
Debt Expense (Recovery) | |||||||||||||||
| Period Ended July 31 | Period Ended July 31 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Beginning balance | $ | $ | $ | — | $ | — | ||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ||||||||||
| Reserve Adjustments | ( | ) | ( | ) | ||||||||||||
| Ending Balance | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
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Marketable Securities
The Company’s marketable securities consisted of investments in equity securities and mutual funds. Dividends and interest income were accrued as earned. Realized gains and losses were determined on a specific identification basis. The Company reviewed marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The changes in the fair value of these securities were recognized in current period earnings in accordance with Accounting Standards Codification (“ASC”) 825.
The Company followed GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:
Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).
Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).
Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.
Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to.
Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.
In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring basis presented at fair value.
| Fair value measurements at reporting date | ||||||||||||||||||||||||||||||||
| Description | July 31, 2024 | Level 1 | Level 2 | Level 3 | July 31, 2023 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Marketable securities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method. Amortization of improvements to leased property is calculated over the life of the lease. Lives used to determine depreciation and amortization are generally as follows:
| Buildings and improvements | ||
| Improvements to leased property | ||
| Fixtures and equipment | ||
| Other |
Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets sold or retired, and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.
Impairment
The Company periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
8
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows.
As of July 31, 2024 and 2023, the Company has determined there was no impairment of its owned and leased properties, and the related carrying values, including depreciable lives.
Deferred Charges
Deferred
charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over the
related lease periods, ranging from
Leases – Lessor Revenue
Rental income is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables are included in accounts receivable and represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, are recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. As lessor, we have elected to combine the lease components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned.
In
April 2020, the Financial Accounting Standards Board issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused
on the application of lease guidance in ASC Topic 842, Leases (“ASC 842”). The Q&A states that it would be acceptable
to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent
concessions as lease modifications under certain conditions. Entities making the election will continue to recognize rental revenue on
a straight-line basis for qualifying concessions. Rent deferrals would result in an increase to accounts receivable during the deferral
period with no impact on rental revenue recognition. The Company elected this policy during the year ended July 31, 2020. Rent deferrals
included in receivables were $
Leases – Lessee
The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in operating lease right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets.
Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Taxes
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals, reserves and net operating loss carry forwards which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of unrealized gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation. Deferred tax assets and liabilities are offset for each jurisdiction and are presented net on the consolidated balance sheets.
The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of tax returns by federal, state or city tax authorities. Financial statement effects on tax positions are recognized in the period in
9
which it is more likely than not that the position will be sustained upon examination, the position is effectively settled or when the statute of limitations to challenge the position has expired. Interest and penalties, if any, related to unrecognized tax benefits are recorded as interest expense and administrative and general expenses, respectively.
Loss per share has been computed by dividing net loss for the year by the weighted average number of shares of common stock issued and outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income loss per share were in fiscal years 2024 and 2023.
2. MARKETABLE SECURITIES:
The
Company’s remaining marketable securities consisting of investments in equity securities and mutual funds were sold in May 2024.
Net realized gain on the sale of marketable securities for the year ended July 31, 2024, including liquidation of the remaining marketable
securities in May 2024 aggregated $
As of July 31, 2024 and 2023, the Company’s marketable securities were classified as follows:
| July 31, 2024 | July 31, 2023 | |||||||||||||||||||||||||||||||
| Cost | Gross
Unrealized Gains | Gross
Unrealized Losses | Fair
Value | Cost | Gross
Unrealized Gains | Gross
Unrealized Losses | Fair
Value | |||||||||||||||||||||||||
| Available-for-sale: | ||||||||||||||||||||||||||||||||
| Mutual funds | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Investment income (loss) for the years ended July 31, 2024 and 2023 consists of the following:
| 2024 | 2023 | |||||||
| Dividend and interest income | $ | $ | ||||||
| Net realized gain on sale of marketable securities | ||||||||
| Net unrealized (loss) on marketable securities | ( | ) | ||||||
| Total | $ | $ | ( | ) | ||||
3. LONG-TERM DEBT—MORTGAGEs:
| Years Ended July 31, | ||||||||||||||
| Current Annual Interest Rate | Final Payment Date | 2024 | 2023 | |||||||||||
| Mortgage: | ||||||||||||||
| Bond St. land and building, Brooklyn, NY (1) | % | $ | $ | |||||||||||
| Fishkill land and building (2) | % | |||||||||||||
| Deferred financing costs | ( | ) | ( | ) | ||||||||||
| Total | $ | $ | ||||||||||||
| (1) | |
| (2) |
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Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. Interest expense, net of capitalized interest follows:
| Year Ended July 31 | ||||||||
| 2024 | 2023 | |||||||
| Interest expense | $ | ( | ) | $ | ( | ) | ||
| Capitalized interest | ||||||||
| Interest expense, net of capitalized interest | $ | ( | ) | $ | ( | ) | ||
Maturities of long-term mortgages outstanding at July 31, 2024 are as follows:
| Year Ended July 31: | Amount | |||
| 2025 | $ | |||
| Deferred financing costs | ( | ) | ||
| Total | $ | |||
The
carrying value of the property collateralizing the above debt is $
4. OPERATING LEASES:
Lessor
The
Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately
The following table disaggregates the Company’s revenues by lease and non-lease components:
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Base rent – fixed | $ | $ | ||||||
| Reimbursements of common area costs | ||||||||
| Non-lease components (real estate taxes) | ||||||||
| Rental income | $ | $ | ||||||
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Base rent – fixed | ||||||||
| Company owned property | $ | $ | ||||||
| Leased property | ||||||||
| Reimbursements of common area costs & Non lease components (real estate taxes) | ||||||||
| Company owned property | ||||||||
| Leased property | ||||||||
| Total | $ | | $ | | ||||
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Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
| Year Ended July 31, | Company
Owned Property | Leased
Property | Total | |||||||||
| 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| After 2029 | ||||||||||||
| Total | $ | $ | $ | |||||||||
Lessee
The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements.
In
April 2023, the Company exercised one of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street,
Jamaica, New York property lease beyond May 31, 2030 for a total of five years through
| Jamaica Avenue at 169th Street | ||||||||||||
| Increase
in Operating Lease Right- of-Use Asset | Increase
in Operating Lease Liability | Decrease
in Monthly Rent Expense | ||||||||||
| Remeasurement change resulting from April 2023 lease extension | $ | $ | $ | ( | ) | |||||||
As of July 31, 2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31, 2050 will be exercised by the Company. The landlord is Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board of Directors who also principally owns the Company.
Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Sublease income | $ | $ | ||||||
| Operating lease cost | ( | ) | ( | ) | ||||
| Excess of sublease income over lease cost | $ | $ | ||||||
| Years Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Other information: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
12
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of July 31, 2024:
Year ended July 31 | Operating
Leases | |||
| 2025 | $ | 2,167,284 | ||
| 2026 | 2,237,257 | |||
| 2027 | 2,328,731 | |||
| 2028 | 2,349,076 | |||
| 2029 | 2,370,098 | |||
| Thereafter | 21,662,828 | |||
| Total undiscounted cash flows | 33,115,274 | |||
| Less: present value discount | (7,805,549 | ) | ||
| Total Lease Liabilities | $ | 25,309,725 | ||
As
of July 31, 2024, our operating leases had a weighted average remaining lease term of
5. INCOME TAX:
Income taxes provided for the years ended July 31, 2024 and 2023 consist of the following:
| Schedule of income tax expense | 2024 | 2023 | ||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| Deferred taxes (benefit): | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ( | ) | ( | ) | ||||
| Income tax provision (benefit) | $ | ( | ) | $ | ( | ) | ||
Taxes provided for the years ended July 31, 2024 and 2023 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:
| Schedule of federal statutory tax rate to pre-tax income | 2024 | 2023 | ||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Other-net | ( | ) | ( | ) | ||||
| Adjusted pre-tax loss | $ | ( | ) | $ | ( | ) | ||
| Statutory rate | % | % | ||||||
| Income tax provision (benefit) at statutory rate | $ | ( | ) | $ | ( | ) | ||
| State deferred income taxes (benefit) | ( | ) | ( | ) | ||||
| Other-net | ||||||||
| Income tax provision (benefit) | $ | ( | ) | $ | ( | ) | ||
The
Company has a federal net operating loss carryforward approximating $
New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital based franchise taxes. Beginning with the Company’s tax year ended July 31, 2025, changes in the law required the state capital based tax will be phased out. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city deferred taxes.
Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions. The statute of limitations in each of the state jurisdictions in which the Company operates remain open until the years are settled for federal income tax purposes, at which time amended state income tax returns reflecting all federal income tax adjustments are filed. In July, 2024,
13
the Internal Revenue Service initiated a one year examination of the tax year ending July 31, 2022. Subsequent year(s) may also be subject to examination depending upon the outcome of the current examination. The Company does not expect the income tax audit in progress to have a material impact on the consolidated financial statements.
Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2024 and 2023 are a result of temporary differences related to the items described as follows:
| 2024 | 2023 | |||||||||||||||
| Deferred
Tax Assets | Deferred
Tax Liabilities | Deferred
Tax Assets | Deferred
Tax Liabilities | |||||||||||||
| Rental income received in advance | $ | $ | $ | $ | ||||||||||||
| Operating lease liabilities | ||||||||||||||||
| Federal net operating loss carryforward | ||||||||||||||||
| State net operating loss carryforward | ||||||||||||||||
| Unbilled receivables | ||||||||||||||||
| Property and equipment | ||||||||||||||||
| Unrealized loss on marketable securities | ||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net deferred tax liability | $ | $ | ||||||||||||||
Management periodically assesses the realization of its net deferred tax assets by evaluating all available evidence, both positive and negative, associated with the Company and determining whether, based on the weight of that associated evidence, a valuation allowance for the deferred tax assets is needed. Based on this analysis, management has determined that it is more likely than not that future taxable income will be sufficient to fully utilize the federal and state deferred tax assets at July 31, 2024.
Components of the deferred tax provision (benefit) for the years ended July 31, 2024 and 2023 consist of the following:
| Schedule of components of the deferred tax provision (benefit) | 2024 | 2023 | ||||||
| Book depreciation exceeding tax depreciation | $ | $ | ||||||
| Reserve for bad debts | ||||||||
| Lease expense per book in excess of cash paid | ( | ) | ( | ) | ||||
| Federal net operating loss carryforward | ( | ) | ||||||
| State net operating loss carryforward | ( | ) | ( | ) | ||||
| Rental income received in advance | ( | ) | ||||||
| Unbilled receivables | ||||||||
| Other | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
6. EMPLOYEES’ RETIREMENT PLANS:
The
Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged
$
MULTI-EMPLOYER PLAN:
The
Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension
plan for the years ended July 31, 2024 and 2023 were $
14
CONTINGENT LIABILITY FOR PENSION PLANS:
Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan. Information for contributing employer’s participation in the multi-employer plan:
| Legal name of Plan: | United Food and Commercial Workers Local 888 Pension Fund | |
| Employer identification number: | 13-6367793 | |
| Plan number: | 001 | |
| Date of most recent Form 5500: | December 31, 2022 | |
| Certified zone status: | Critical and declining status | |
| Status determination date: | January 1, 2022 | |
| Plan used extended amortization provisions in status calculation: | Yes | |
| Minimum required contribution: | Yes | |
| Employer contributing greater than | Yes | |
| Rehabilitation plan implemented: | Yes | |
| Employer subject to surcharge: | Yes | |
| Contract expiration date: | November 30, 2025 |
Under
the pension fund’s rehabilitation plan expiring
7. CASH FLOW INFORMATION:
For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three months or less, which are readily convertible into cash. The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented on the consolidated statements of cash flows:
| July 31 | ||||||||
| 2024 | 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, tenant security deposits | ||||||||
| Restricted cash, escrow | ||||||||
| Restricted cash, other | ||||||||
| $ | $ | |||||||
Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance with certain loan agreements, and security deposits with landlords and utility companies.
Supplemental disclosure:
| July 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flow Information | ||||||||
| Interest paid, net of capitalized interest of $ | $ | $ | ||||||
| Income tax (refunded) | ||||||||
| Non-cash information | ||||||||
| Recognition of operating lease right-of-use assets | $ | | ||||||
| Recognition of operating lease liabilities | ||||||||
15
8. INSTRUMENTS AND CREDIT RISK CONCENTRATIONS:
The following disclosure of estimated fair value was determined by the Company using available market information and appropriate valuation methods. Considerable judgment is necessary to develop estimates of fair value. The estimates presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.
The Company estimates the fair value of its financial instruments using the following methods and assumptions: (i) quoted market prices, when available, are used to estimate the fair value of investments in marketable debt and equity securities; (ii) discounted cash flow analyses are used to estimate the fair value of long-term debt, using the Company’s estimate of current interest rates for similar debt; and (iii) carrying amounts in the consolidated balance sheet approximate fair value for cash and cash equivalents, restricted cash, and tenant security deposits due to their high liquidity.
| July 31, 2024 | July 31, 2023 | |||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | $ | $ | $ | $ | ||||||||||||
| Marketable securities | $ | $ | $ | $ | ||||||||||||
| Security deposit payable | $ | $ | $ | $ | ||||||||||||
| Mortgages payable | $ | $ | $ | $ | ||||||||||||
Financial instruments that are potentially subject to concentrations of credit risk consist principally of restricted cash, cash and cash equivalents, and receivables. Restricted cash, cash and cash equivalents are placed with multiple financial institutions and instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.
As
of July 31, 2024, three tenants accounted for approximately
9. DEFERRED CHARGES:
Deferred charges for the fiscal years ended July 31, 2024 and 2023 consist of the following:
| July 31, 2024 | July 31, 2023 | |||||||||||||||
| Gross Carrying Amount | Accumulated
Amortization | Gross Carrying Amount | Accumulated
Amortization | |||||||||||||
| Leasing brokerage commissions | $ | $ | $ | $ | ||||||||||||
| Professional fees for leasing | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The
aggregate amortization expense for the periods ended July 31, 2024 and July 31, 2023 were $
The
weighted average life of current year additions to deferred charges was approximately
The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
| Year Ended July 31 | Amortization | |||
| 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
16
10. RELATED PARTY TRANSACTIONS:
The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for premises located at 504-506 Fulton Street, Brooklyn, New York.
In April 2023, the Company exercised one of four five-year option periods with its Landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035. As of July 31, 2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31, 2050 will be exercised by the Company.
Rent payments and expense relating to these two operating leases with Landlord follow:
| Rent Payments | Rent Expense | |||||||||||||||
| Year Ended July 31 | Year Ended July 31 | |||||||||||||||
| Property | 2024 | 2023 | 2024 | 2023 | ||||||||||||
Jamaica Avenue at 169th Street | $ | $ | $ | $ | ||||||||||||
| 504-506 Fulton Street | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following summarizes assets and liabilities related to these two leases:
| Right-Of-Use Assets | Liabilities | |||||||||||||||||
| July 31 | July 31 | |||||||||||||||||
| Property | 2024 | 2023 | 2024 | 2023 | Expiration Date | |||||||||||||
Jamaica Avenue at 169th Street | $ | $ | $ | $ | ||||||||||||||
| 504-506 Fulton Street | ||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||
Upon termination of the Jamaica, New York lease, currently in 2035, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.
11. CAPITALIZATION:
The Company is capitalized entirely through common stock with identical voting rights and rights to liquidation. Treasury stock is recorded at cost and consists of shares at July 31, 2024 and July 31, 2023.
12. CONTINGENCIES:
The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims which are typically handled by insurance counsel. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.
If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.
17
SCHEDULE III
J.W.
MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2024
| Col. A | Col. B | Col. C | Col. D | Col. E | Col. F | Col. G | Col. H | Col. I | ||||||||||||||||||||||||||||||||||||||||
| Initial Cost to Company | Cost
Capitalized | Gross
Amount at Which Carried | Life
on Which Depreciation in Latest Income | |||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Building
& Improvements | Improvements | Carried Cost | Land | Building
& Improvements | Total | Accumulated Depreciation | Date of Construction | Date Acquired | Statement
is Computed | ||||||||||||||||||||||||||||||||||||
| Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street | $ | $ | $ | $ | $ | $ | $ | $ | $ | Various | Various | (1)(2) | ||||||||||||||||||||||||||||||||||||
| Jamaica, New York Jamaica Avenue at 169th Street | 1959 | 1959 | (3) | |||||||||||||||||||||||||||||||||||||||||||||
| Fishkill, New York Route 9 at Interstate Highway 84 | 10/74 | 11/72 | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Brooklyn, New York Jowein Building Fulton Street and Elm Place | 1915 | 1950 | (1)(2) | |||||||||||||||||||||||||||||||||||||||||||||
| Levittown, New York Hempstead Turnpike | 4/69 | 6/62 | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Circleville, Ohio Tarlton Road | 9/92 | 12/92 | (1) | |||||||||||||||||||||||||||||||||||||||||||||
| Total(A) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| (1) | Building
and improvements
|
| (2) | Improvements
to leased property |
| (3) | Upon lease termination in 2035, the building and all improvements will be turned over to the landlord as property owner (See Notes 1 and 10 to the Accompanying Consolidated Financial Statements). Leasehold improvements are amortized over the life of the lease. |
| (A) | Does
not include Office Furniture and Equipment and Transportation Equipment in the amount of
$ |
| Year Ended July 31, | ||||||||
| 2024 | 2023 | |||||||
| Investment in Real Estate | ||||||||
| Balance at Beginning of Year | $ | $ | ||||||
| Improvements | ||||||||
| Retirements | ||||||||
| Balance at End of Year | $ | $ | ||||||
| Accumulated Depreciation | ||||||||
| Balance at Beginning of Year | $ | $ | ||||||
| Additions Charged to Costs and Expenses | ||||||||
| Retirements | ||||||||
| Balance at End of Year | $ | | $ | | ||||
18
J.W. MAYS, INC.
REPORT OF MANAGEMENT
Management is responsible for the preparation and reliability of the financial statements and the other financial information in this Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to changes in operations.
The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual results could differ from estimated amounts.
To ensure complete independence, Prager Metis CPAs, LLC, the independent registered public accounting firm, has full and free access to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal controls and the quality of financial reporting.
19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
J.W. Mays, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. (the “Company”) as of July 31, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders equity and cash flows for the years ended July 31, 2024 and 2023, and related notes and financial statement schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended July 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.
Valuation of Impairment of Properties
Critical Audit Matter Description
As described in Note 1 to the financial statements, the Company reviews its owned and leased property for potential impairment when certain events or changes in circumstances indicate the carrying amount may not be recoverable. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. In evaluating property and equipment for indicators of impairment, management considers undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Considering estimated future cash flows requires management to make assumptions about the probabilities of various outcomes relating to market conditions, estimated holding periods, capitalization rates, and potential proceeds if a property was sold. We identified the evaluation of impairment of properties as a critical audit matter.
20
The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates and assumptions utilized in considering cash flows for cost recoverability and making fair value measurements.
How the Critical Audit Matter was addressed in Our Audit
Our audit procedures related to the evaluation of impairment included the following, among others. We obtained an understanding of the relevant controls over management’s evaluation of potential property impairments, such as controls over the Company’s monitoring of the property, controls over the Company’s consideration of future cash flows, and controls over the Company’s estimates of fair value. In consideration of impairment indicator criteria established in management’s accounting policies over impairment, we evaluated the completeness of the population of properties requiring further analysis. We examined and evaluated the Company’s undiscounted cash flows and estimates of fair value over properties identified for potential impairment. We evaluated the reasonableness of the methods and significant assumptions used, including probabilities of outcomes, holding periods, capitalization rates, and potential proceeds if a property was sold. We evaluated these items in comparison with historical performance of the impacted properties and with comparable observable market data. Our assessment included evaluation of these assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.
/s/
We have served as the Company’s auditor since 2020.
October 23, 2024
PCAOB ID Number
21
J.W. MAYS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.
FORWARD LOOKING STATEMENTS
The following can be interpreted as including forward-looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and require the most difficult, subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and estimates used in the preparation of our financial statements. Estimates are based on historical experience, where applicable or other assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as our critical accounting policies. Actual results may differ from these estimates under different assumptions and conditions.
Impairment
The Company periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows.
As of July 31, 2024 and 2023, the Company has determined there was no impairment of its owned and leased properties, and the related carrying values, including depreciable lives.
22
FISCAL 2024 COMPARED TO FISCAL 2023
Net loss for the year ended July 31, 2024 amounted to $(406,568) or $(.20) per share, compared to net loss for the year ended July 31, 2023 of $(82,964) or $(.04) per share primarily due to a decrease in rental income; partially offset by a decrease in real estate operating expenses, a decrease in interest expense, net of capitalized interest, and a realized gain on the sale of marketable securities.
Revenues in the current year decreased to $21,593,264 from $22,576,455 in the comparable 2023 year primarily due to the loss of a tenant who agreed to terminate their lease effective March 31, 2023, decrease in rent revenue from two tenants occupying less space compared to the prior year: partially offset by rent increases from existing tenants and new leases from several new tenants.
Real estate operating expenses in the current year decreased to $15,151,406 from $15,383,378 in the comparable 2023 year primarily due to decreases in rent expense for the Jamaica, New York lease, maintenance expense, and employee payroll costs; partially offset by increases in real estate taxes and insurance expense.
Administrative and general expenses in the current year increased to $5,336,672 from $5,280,853 in the comparable 2023 year primarily due to higher legal and professional fees, less recoveries of bad debt in the current period, as recoveries resulting from the COVID-19 pandemic are now mostly complete; offset by reductions in payroll and benefit costs in the current period.
Depreciation expense in the current year increased to $1,725,291 from $1,688,557 in the comparable 2023 year primarily from improvements completed over the last two years at the Company’s various buildings.
Other income (loss) and interest expense of $76,537 improved significantly in the current year from $(368,631) in the comparable 2023 year. Net realized gain on the sale of marketable securities for the year ended July 31, 2024, including liquidation of the remaining marketable securities in May 2024, aggregated $124,907. In addition, the Company had less interest expense, net of capitalized interest in the current year due to a reduction in mortgages payable balance from the prior year.
23
LIQUIDITY AND CAPITAL RESOURCES
Commercial Leasing Activities
In August 2023, a tenant who occupies 22,045 square feet at the Company’s Jamaica, New York premises renewed its lease for another five-year term through September 30, 2028. Brokerage commissions were $128,021.
In September 2023, the Company extended a lease of approximately 8,000 square feet at the Company’s Jowein building in Brooklyn, New York for office space for five years expiring June 30, 2028 with annual rent of $304,000.
In September 2023, the Company extended a lease of approximately 500 square feet at the Company’s Jowein building in Brooklyn, New York for office space for two years expiring October 31, 2028.
In September 2023, the Company leased approximately 25,000 square feet at the Company’s Fishkill, New York building for use as storage space for four months expiring December 31, 2023. Total rent of $162,363 was prepaid at lease commencement and was being amortized as revenue over the entire term of the lease.
In November 2023, a tenant who occupies 785 square feet at the Company’s 9 Bond Street building in Brooklyn, New York premises renewed its lease for another two-year term through January 31, 2026.
In November 2023, the Company leased approximately 1,600 square feet to a restaurant at the Company’s 9 Bond Street building in Brooklyn, New York for ten years from rent commencement anticipated December 1, 2024, with two options for an additional five years. The costs of renovations for this tenant are expected to be approximately $1,000,000. Brokerage commissions were $95,760.
In December 2023, the Company extended a lease with an office tenant at the Company’s Jamaica, New York premises for ten years expiring November 30, 2033, including a space reduction from 46,421 to 23,210 square feet. The annual base rent of $653,968 (reduced from $1,098,500) commences after renovations are complete. Renovations are expected to be completed in the summer of 2024 at an approximate cost of $1,300,000. Once renovations are complete, additional rent of $156,000 will be paid annually over ten years. Brokerage commissions were $365,755.
In December 2023, the Company leased approximately 5,632 square feet at the Company’s 9 Bond Street building in Brooklyn, New York to an office tenant, rent commencing on May 1, 2024 for a term of ten years through May 1, 2034. There are two renewal options for an additional five years. The costs of renovations for this tenant were approximately $100,000. Brokerage commissions were $50,714.
In March 2024, the Company leased 5,800 square feet to an office tenant at the Company’s Jowein building in Brooklyn, New York for a term of eighteen months with monthly rent of $17,883 commenced April 1, 2024 through March 31, 2025; increasing to monthly payments of $18,420 beginning April 1, 2025 through August 31, 2025. There is a renewal option for six months. Brokerage commissions were $10,730.
In April 2024, a tenant who occupies warehouse space at the Company’s building in Circleville, Ohio, exercised its option to reduce the size of the leased premises from 84,000 to 72,000 square feet. In May 2024, this same tenant exercised its option to reduce the size of the leased premises from 72,000 to 60,000 square feet. The annual rent reduction from 84,000 to 60,000 square feet will be approximately $74,000.
In June 2024, the Company extended a lease of approximately 2,000 square feet of office space at the Company’s Jamaica, New York premises for one year expiring June 30, 2025 with rent annual rent of $64,000.
In July and August 2024, a tenant extended its leases for one year as follows:
(1) 25,423 square feet at the Company’s 9 Bond Street building in Brooklyn, New York expiring September 30, 2025.
(2) 38,109 square feet at the Company’s Jamaica, New York property expiring June 30, 2025.
Cash Flows:
The following table summarizes our cash flow activity for the fiscal years ended July 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Net cash provided by operating activities | $ | 1,434,730 | $ | 2,221,910 | ||||
| Net cash (used) by investing activities | (58,793 | ) | (821,876 | ) | ||||
| Net cash (used) by financing activities | (1,308,071 | ) | (1,252,196 | ) | ||||
24
Cash Flows From Operating Activities
Deferred Expenses: The Company incurred $832,714 for brokerage commissions during the year ended July 31, 2024. Commissions due were for two tenant renewals at the Company’s Jamaica, New York property, one new tenant at the Jowein building in Brooklyn, New York, two new tenants at the 9 Bond Street building in Brooklyn, New York, and one tenant’s continuance at the Levittown, New York property.
Accounts Payable and Accrued Expenses: The Company had a balance due on July 31, 2024 for brokerage commissions of $488,090.
Cash Flows From Investing Activities
The Company’s remaining marketable securities consisting of investments in equity securities and mutual funds were sold in May 2024. Net realized gain on sale of marketable securities for the year ended July 31, 2024, including liquidation of the remaining marketable securities in May 2024, aggregated $124,907 with proceeds of $2,544,927.
During the year ended July 31, 2024, the Company had expenditures at its:
Fishkill, New York building of:
- $99,130 for a store front which was completed in August 2023.
- $94,691 for elevators.
9 Bond Street building in Brooklyn, New York of:
- $702,481 for façade restoration completed in April 2024.
- $98,794 for a new tenant’s improvements which were completed in April 30, 2024.
- $904,562 for another new tenant’s improvements as of July 31, 2024. Total improvements are expected to approximate $1,000,000 when complete.
The Company had expenditures of $64,573 for roof work at its 25 Bond Street building in Brooklyn, New York completed in January 2024.
Expenditures at the Company’s Jowein building in Brooklyn, New York included:
- $121,787 improvements for steel work completed in July 2024
- $25,593 for a boiler
- $158,145 for scaffolding relating to façade restoration
Costs incurred for tenant improvements at the Company’s Jamaica, New York premises were:
- Improvements of $41,385 anticipated to be completed in the fall 2024 at a total cost of approximately $1,300,000.
- Improvements of $173,000 completed in January 2024.
Source of Funds; Cash Flows from Financing Activities; Company Indebtedness
Including the estimated costs to complete improvements mentioned above, the Company anticipates incurring an additional $2.2 million in capital expenditures over the next twelve months ending July 31, 2025. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings. Total liquidity as of July 31, 2024 consists of cash and cash equivalents of $1,243,977. Total liquidity includes proceeds from fixed rate borrowings as of July 31, 2024. In addition, the Company’s plans include securing an additional line of credit, if needed, with an affiliated entity, Weinstein Enterprises, Inc. (“Weinstein”), principally owned by the Chairman of the Board of Directors of both the Company and Weinstein.
To obtain more favorable terms, the Company plans to refinance an existing $3,393,720 mortgage. Currently, anytime after April 1, 2025 through April 1, 2040, the bank may demand a balloon payment for the full amount outstanding. For a more detailed description of the Company’s indebtedness, see Note 3 to the Consolidated Financial Statements contained in this 2024 Annual Report to Shareholders.
We believe our sources of liquidity described above will be sufficient to meet our obligations as of July 31, 2024, and over the next 12 months.
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Future Liquidity
The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city & state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.
RELATED PARTY TRANSACTIONS:
The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for premises located at 504-506 Fulton Street, Brooklyn, New York.
In April 2023, the Company exercised one of four five-year option periods with its Landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2030 for a total of five years through May 31, 2035. As of July 31, 2024, it is not reasonably certain the remaining three options to extend the lease from May 31, 2035 to May 31, 2050 will be exercised by the Company.
Rent payments and expense relating to these two operating leases with Landlord follow:
| Rent Payments | Rent Expense | |||||||||||||||
| Year Ended July 31 | Year Ended July 31 | |||||||||||||||
| Property | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Jamaica Avenue at 169th Street | $ | 625,000 | $ | 625,000 | $ | 1,150,682 | $ | 1,395,185 | ||||||||
| 504-506 Fulton Street | 362,250 | 362,250 | 381,195 | 381,195 | ||||||||||||
| Total | $ | 987,250 | $ | 987,250 | $ | 1,531,877 | $ | 1,776,380 | ||||||||
The following summarizes assets and liabilities related to these two leases:
| Right-Of-Use Assets | Liabilities | |||||||||||||||||
| July 31 | July 31 | |||||||||||||||||
| Property | 2024 | 2023 | 2024 | 2023 | Expiration Date | |||||||||||||
| Jamaica Avenue at 169th Street | $ | 10,600,247 | $ | 11,430,657 | $ | 4,905,360 | $ | 5,210,087 | May 31, 2035 | |||||||||
| 504-506 Fulton Street | 2,167,727 | 2,431,554 | 2,311,539 | 2,556,421 | April 30, 2031 | |||||||||||||
| Total | $ | 12,767,974 | $ | 13,862,211 | $ | 7,216,899 | $ | 7,766,508 | ||||||||||
Upon termination of the Jamaica, New York lease, currently in 2035, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of the Annual Report on Form 10-K and this Annual Report to Shareholders and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2024 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:
| • | changes in the rate of economic growth, and interest rates both nationally and locally; |
| • | the ability to obtain additional financing at reasonable costs and interest rates; |
| • | changes in the financial condition of our customers; |
| • | changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes; |
| • | lease cancellations and particularly loss of key tenants; |
| • | changes in our estimates of costs; |
| • | loss of key personnel; |
| • | war and/or terrorist attacks could significantly impact buildings leased to tenants; |
| • | the continued availability of insurance for various policies at reasonable rates; |
| • | outcomes of pending and future litigation; |
| • | increasing competition by other companies; |
| • | compliance with our loan covenants; |
| • | climate change; |
| • | recoverability of claims against our customers and others by us and claims by third parties against us; |
| • | changes in estimates used in our critical accounting policies; |
| • | cybersecurity theats or incidents; and |
| • | pandemics and the related trends of office versus remote work practices. |
Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U. S. Securities and Exchange Commission.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.
CONTROLS AND PROCEDURES:
The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
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operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.
There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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COMMON STOCK INFORMATION:
Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.
On September 3, 2024, the Company had approximately 800 shareholders of record.
J.W. MAYS, INC.
OFFICERS
| Lloyd J. Shulman | Chairman of the Board, Chief Executive Officer and President | |
| Ward N. Lyke, Jr5 | Vice President, Chief Financial Officer and Treasurer | |
| George Silva | Vice President-Operations | |
| Salvatore Cappuzzo | Secretary |
BOARD OF DIRECTORS
| Jennifer L. Caruso3 | Practicing Attorney | |
| Robert L. Ecker2,3,4,6 | Partner in the law firm of Ecker, Ecker & Associates, LLP | |
| Steven Gurney-Goldman2,3 | Solil Management, LLC | |
| Mark S. Greenblatt3,5 | Retired Vice President, Chief Financial Officer and Treasurer, J.W. Mays, Inc. | |
| Melinda L. Koster2,3,4,6 | Practicing Attorney | |
| Dean L. Ryder1,2,3,4,6 | President, Putnam County National Bank | |
| Lloyd J. Shulman1,3 | Chairman of the Board, Chief Executive Officer and President, J.W. Mays, Inc. |
Committee Assignments Key:
| 1 | Member of Executive Committee |
| 2 | Member of Audit Committee |
| 3 | Member of Investment Advisory Committee |
| 4 | Member of Compensation Committee |
| 5 | Member of Disclosure Committee |
| 6 | Member of Governance and Nominating Committee |
FORM 10-K ANNUAL REPORT
Copies of the Company’s Form 10-K Annual Report to the U. S. Securities and Exchange Commission for the fiscal year ended July 31, 2024 will be furnished without charge to shareholders upon written request to:
Secretary, J.W. Mays, Inc.
9 Bond Street
Brooklyn, New York 11201-5805.
Copies of the Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholders are available at: http://www.astproxyportal.com/ast/03443
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