-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8HRTJ+7hInoh1XuXHsgVP1+uOXDy7Yq3vqLKZy+w6VfbbXBX+wY5XsFjuiL1V37 ZcPwCxCWfiPwwLQumC2nkg== 0000054187-02-000008.txt : 20021209 0000054187-02-000008.hdr.sgml : 20021209 20021209093112 ACCESSION NUMBER: 0000054187-02-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021031 FILED AS OF DATE: 20021209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYS J W INC CENTRAL INDEX KEY: 0000054187 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 111059070 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03647 FILM NUMBER: 02851692 BUSINESS ADDRESS: STREET 1: 9 BOND ST CITY: BROOKLYN STATE: NY ZIP: 11201-5805 BUSINESS PHONE: 7186247400 MAIL ADDRESS: STREET 1: 9 BOND STREET CITY: BROOKLYN STATE: NY ZIP: 11201-5805 10-Q 1 sub10q.txt 10-31-2002 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2002 [ ] 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 incorporation or organization) Identification No.) 9 Bond Street, Brooklyn, New York 11201-5805 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) 718-624-7400 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 X . No . Number of shares outstanding of the issuer's common stock as of the latest practicable date. Class Outstanding at December 4, 2002 Common Stock, $1 par value 2,033,280 shares This report contains 18 pages. -1- J. W. MAYS, INC. INDEX Page No. Part I - Financial Information: Consolidated Balance Sheet 3 Consolidated Statement of Income and Retained Earnings 4 Consolidated Statement of Comprehensive Income 4 Consolidated Statement of Cash Flows 5 Notes to Consolidated Financial Statements 6 - 11 Management's Discussion and Analysis of Results of Operations and Financial Condition 12 - 13 Controls and Procedures 13 Part II - Other Information 14 Signatures 15 Certifications - Chief Executive Officer 16 - Chief Financial Officer 17 Exhibits - 99(i) 18 - 99(ii) 18 -2-
J. W. MAYS, INC. CONSOLIDATED BALANCE SHEET October 31, July 31, ASSETS 2002 2002 --------------------------------------------------------------- --------------- --------------- (Unaudited) (Audited) Property and Equipment - Net (Notes 6 and 8) $32,731,615 $32,367,513 ------------- ------------- Current Assets: Cash and cash equivalents 2,730,598 2,951,013 Marketable securities (Note 4) 44,794 44,653 Receivables (Note 9) 457,558 551,678 Deferred income taxes 78,000 107,000 Prepaid expenses 861,645 1,431,240 Real estate taxes refundable - 82,769 Security deposits 21,578 14,745 ------------- ------------- Total current assets 4,194,173 5,183,098 ------------- ------------- Other Assets: Deferred charges 2,861,316 2,858,009 Less accumulated amortization 1,692,502 1,629,773 ------------- ------------- Net 1,168,814 1,228,236 Security deposits 718,599 701,455 Unbilled receivables (Note 9) 4,301,519 4,313,327 Receivables (Note 9) 130,482 193,444 Marketable securities (Note 4) 3,987,161 4,278,813 ------------- ------------- Total other assets 10,306,575 10,715,275 ------------- ------------- TOTAL ASSETS $47,232,363 $48,265,886 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY --------------------------------------------------------------- Long-Term Debt: Mortgages payable (Note 6) $7,614,522 $7,778,871 Other (Note 7) 415,880 399,328 ------------- ------------- Total long-term debt 8,030,402 8,178,199 ------------- ------------- Deferred Income Taxes 2,985,000 3,093,000 ------------- ------------- Current Liabilities: Accounts payable 74,097 55,605 Payroll and other accrued liabilities 574,271 808,807 Income taxes payable 120,592 747,268 Other taxes payable 2,365 3,676 Current portion of long-term debt - mortgages payable (Note 6) 647,912 712,864 Current portion of long-term debt - other (Note 7) 21,578 14,745 ------------- ------------- Total current liabilities 1,440,815 2,342,965 ------------- ------------- Total liabilities 12,456,217 13,614,164 ------------- ------------- 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 Unrealized gain on available for sale securities 688,158 880,810 Retained earnings 29,623,798 29,306,722 ------------- ------------- 35,836,498 35,712,074 Less common stock held in treasury, at cost - 145,017 shares at October 31, 2002 and at July 31, 2002 1,060,352 1,060,352 ------------- ------------- Total shareholders' equity 34,776,146 34,651,722 ------------- ------------- Contingencies (Note 12) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $47,232,363 $48,265,886 ============= ============= See Notes to Consolidated Financial Statements. -3-
J. W. MAYS, INC. CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS Three Months Ended October 31, --------------- ---------------- 2002 2001 -------------- -------------- (Unaudited) (Unaudited) Revenues Rental income (Notes 5 and 9) $3,175,749 $3,062,784 Rental income - affiliated company (Note 9) 69,629 103,403 -------------- -------------- Total revenues 3,245,378 3,166,187 -------------- -------------- Expenses Real estate operating expenses 1,640,297 1,475,091 Administrative and general expenses 696,761 601,924 Depreciation and amortization 291,910 280,305 -------------- -------------- Total expenses 2,628,968 2,357,320 -------------- -------------- Income from operations before investment income, interest expense and income taxes 616,410 808,867 -------------- -------------- Investment income and interest expense: Investment income (Note 4) 70,231 77,338 Interest expense (Notes 6 and 11) (141,565) (182,633) -------------- -------------- (71,334) (105,295) -------------- -------------- Income before income taxes 545,076 703,572 Income taxes provided 228,000 316,000 -------------- -------------- Net income 317,076 387,572 Retained earnings, beginning of period 29,306,722 28,052,532 -------------- -------------- Retained earnings, end of period $29,623,798 $28,440,104 ============== ============== Income per common share (Note 2) $.16 $.19 ============== ============== Dividends per share $- $- ============== ============== Average common shares outstanding 2,033,280 2,033,280 ============== ============== See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Three Months Ended October 31, --------------- ---------------- 2002 2001 -------------- -------------- (Unaudited) (Unaudited) Net Income $317,076 $387,572 -------------- -------------- Other comprehensive income, net of taxes (Note 3) Unrealized gain (loss) on available-for-sale securities: Net of taxes (benefit) of ($90,000) and $55,000 for the three months ended October 31, 2002 and 2001, respectively (192,652) 105,523 Reclassification adjustment (3,838) - -------------- -------------- Other comprehensive income (loss) (196,490) 105,523 -------------- -------------- -------------- -------------- Comprehensive Income $120,586 $493,095 ============== ============== See Notes to Consolidated Financial Statements. -4-
J. W. MAYS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended October 31, --------------- --------------- 2002 2001 --------------- --------------- (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net income $317,076 $387,572 Adjustments to reconcile income to net cash provided by operating activities: Realized loss on marketable securities 3,838 - Depreciation and amortization 291,910 280,305 Amortization of deferred expenses 62,729 58,397 Other assets - deferred expenses (3,307) (22,242) - unbilled receivables 11,808 33,451 - unbilled receivables - affiliated company - 45,484 - receivables 62,962 57,278 Deferred income taxes 20,000 72,000 Changes in: Receivables 94,120 189,511 Prepaid expenses 569,595 521,920 Real estate taxes refundable 82,769 - Accounts payable 18,492 34,488 Payroll and other accrued liabilities (234,536) (113,502) Income taxes payable (626,676) 7,638 Other taxes payable (1,311) 1,909 ------------- ------------- Cash provided by operating activities 669,469 1,554,209 ------------- ------------- Cash Flows From Investing Activities: Capital expenditures (656,012) (58,351) Security deposits (23,977) (3,460) Marketable securities: Receipts from sales or maturities 8,662 50,000 Payments for purchases (12,641) (285,332) ------------- ------------- Cash (used) by investing activities (683,968) (297,143) ------------- ------------- Cash Flows From Financing Activities: Borrowing - mortgage - 1,200,000 Increase - security deposits 23,385 2,618 Payments - mortgages and other debt (229,301) (256,392) ------------- ------------- Cash provided (used) by financing activities (205,916) 946,226 ------------- ------------- Increase (decrease) in cash (220,415) 2,203,292 Cash and cash equivalents at beginning of period 2,951,013 1,003,130 ------------- ------------- Cash and cash equivalents at end of period $2,730,598 $3,206,422 ============= ============= See Notes to Consolidated Financial Statements. -5-
J. W. MAYS, INC. NOTES TO 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 that affect the reported consolidated statements of income and retained earnings, comprehensive income, and the consolidated balance sheets and related disclosures. Actual results could differ from those estimates. The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2002 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, 2002. 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, 2003. 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 2,033,280 for each of the three months ended October 31, 2002, and October 31, 2001. 3. Comprehensive Income: SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the reporting of comprehensive income and its components. It requires all items that are required to be recognized as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other income statement information. Comprehensive income is defined to include all changes in equity except those resulting from investments by and distributions to shareholders. 4. Marketable Securities: The Company categorizes marketable securities as either trading, available- for-sale or held-to-maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value with unrealized gains and losses recorded as a separate component of shareholders' equity. Held-to-maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. -6-
As of October 31, 2002, the Company's marketable securities were classified as follows: Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value ------------- ------------- ------------- ------------- Current: Certificate of deposit $44,794 $- $- $44,794 ============= ============= ============= ============= Noncurrent: Available-for-sale: Equity securities $2,944,003 $1,043,158 $- $3,987,161 ============= ============= ============= ============= Investment income consists of the following: Three Months Ended October 31, ----------------------------- 2002 2001 ------------- ------------- Interest income $20,543 $33,663 Dividend income 53,526 43,675 (Loss) on sale of marketable securities (3,838) - ------------- ------------- Total $70,231 $77,338 ============= =============
5. 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 high credit quality financial institutions and instruments to minimize risk. The Company derives rental income from thirty-nine tenants, of which one tenant accounted for 18.03% and another tenant accounted for 15.33% of rental income during the three months ended October 31, 2002. No other tenant accounted for more than 10% of rental income during the same period. -7- 6. Long-Term Debt:
Long Term Debt: October 31, 2002 July 31, 2002 ------------------------------------------------------------------- Current Annual Final Due Due Due Due Interest Payment Within After Within After Rate Date One Year One Year One Year One Year ------- -------- -------------- -------------- -------------- --------------- Mortgages: Jamaica, New York property (a) 5% 4/01/07 $266,666 $2,266,667 $266,667 $2,333,333 Jamaica, New York property (b) 6.98% 8/01/06 147,828 3,202,943 145,257 3,240,406 Jowein building, Brooklyn, N.Y. (c) 9 % 3/31/05 125,957 211,351 123,220 243,872 Fishkill, New York property (d) 8.25% 7/01/04 107,461 1,933,561 105,275 1,961,260 Circleville, Ohio property (e) 7 % 9/30/02 - - 72,445 - -------------- -------------- -------------- --------------- Total $647,912 $7,614,522 $712,864 $7,778,871 ============== ============== ============== ===============
(a) The Company, on September 11, 1996, closed a loan with a bank in the amount of $4,000,000. The loan is secured by a first mortgage lien covering the entire leasehold interest of the Company, as tenant, in a certain ground lease and building in the Jamaica, New York property. The interest rate on the loan was 8.50% for a period of five (5) years and six (6) months, with such rate to change on the first day of the sixty-seventh (67th) month of the term to a rate equal to the then prime rate plus .25%, fixed for the balance of the term. As of April 1, 2002, the effective rate was reduced to 5.00% per annum. The loan is to become due and payable on the first day of the month following the expiration of ten (10) years and six (6) months from the closing date. (b) The Company, on December 13, 2000, closed a loan with a bank in the amount of $3,500,000. The loan is secured by a second position leasehold mortgage covering the entire leasehold interest of the Company as tenant in a certain ground lease and building in the Jamaica, New York property. The loan proceeds were utilized by the Company toward its costs of capital improvements of the premises in connection with the Company's lease of a significant portion of a floor in the building to the State of New York. The loan is structured in two phases: 1.) A fifteen-month construction term with interest only on the amount owing at a floating rate per annum equal to the prime rate. 2.) Upon completion of the renovations, the construction loan was converted to a ten (10) year second mortgage permanent loan on a fifteen (15) year level amortization, plus interest. The interest rate on the permanent loan during the first five (5) years is fixed at 6.98% per annum. The interest rate during the five (5) year renewal term is at a fixed rate per annum equal to 2.25% above the five (5) year Treasury Note Rate then in effect. Payments are to be made, in arrears, on the first day of each and every month calculated (a) during the period of the construction loan, interest only, and (b) during the ten (10) year period of the term loan, at the sum of the interest rate plus amortization sufficient to fully liquidate the loan over a fifteen (15) year period. As additional collateral security, the Company will conditionally assign to the bank all leases and rents on the premises, or portions thereof, whether now existing or hereafter consummated. The Company has an option to prepay -8- principal, in whole or in part, plus interest accrued thereon, at any time during the term, without premium or penalty. Other provisions of the loan agreement provide certain restrictions on the incurrence of indebtedness and the sale or transfer of the Company's ground lease interest in the premises. Both credit facilities are subject to the bank's existing first position mortgage loan on the premises. On August 2, 2001, the Company took down the balance of the loan of $1,200,000. (c)Mortgage is held by an affiliated corporation owned by members, including certain directors of the Company, of the family of the late Joe Weinstein, former Chairman of the Board of Directors. Interest and amortization of principal are paid quarterly. Effective April 1, 2000, the maturity date of the mortgage was extended to March 31, 2005. The interest rate remained at 9% per annum. During the extended period the constant quarterly payments of interest and principal increased from $37,263 to $38,044. The mortgage loan is self-amortizing. (d)On June 2, 1999, the existing first mortgage loan balance on the Fishkill, New York property was extended for a period of five years. Under the terms of the extension agreement the annual interest rate was reduced from 9% to 8.25% and the interest and principal payments are to be made in constant monthly amounts based upon a fifteen (15) year payout period. (e)The mortgage loan, which was self-amortizing, matured September 30, 2002. The final payment was made September 1, 2002. -9- 7. Long-Term Debt - Other: Long-Term debt - Other consists of the following:
October 31, 2002 July 31, 2002 ---------------------------------------------------------------- Due Due Due Due Within After Within After One Year One Year One Year One Year ------------- ------------- ------------- ------------- Lease security deposits $21,578 $415,880 $14,745 $399,328 ============= ============= ============= =============
Does not include three irrevocable letters of credit totaling $319,000 at October 31, 2002 and July 31, 2002, provided by three tenants. 8. Property and Equipment - at cost:
October 31, July 31, 2002 2002 --------------- --------------- Property: Buildings and improvements $44,151,860 $43,962,492 Improvements to leased property 9,158,009 9,158,009 Land 4,008,835 4,008,835 Construction in progress 527,430 68,520 ------------- ------------- 57,846,134 57,197,856 Less accumulated depreciation 25,382,389 25,104,318 ------------- ------------- Property - net 32,463,745 32,093,538 ------------- ------------- Fixtures and equipment and other: Fixtures and equipment 664,747 657,013 Other fixed assets 216,702 216,702 ------------- ------------- 881,449 873,715 Less accumulated depreciation 613,579 599,740 ------------- ------------- Fixtures and equipment and other - net 267,870 273,975 ------------- ------------- Property and equipment - net $32,731,615 $32,367,513 ============= ============= -10-
9. 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. The Company had leased from an affiliate one of the stores which was closed in connection with its reorganization proceedings in 1982. The Company, by agreement with the affiliate, modified and assigned its lease to a third party. The agreement with the affiliate provided for certain monthly payments to be made to the Company through August 30, 2002, the termination date of the agreement. Rental income includes $69,629 for the quarter ended October 31, 2002, and $103,403 for the quarter ended October 31, 2001, representing rentals from the affiliated company. 10 Employees' Retirement Plan: The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its employees. Operations were charged $64,988 and $63,586 as contributions to the Plan for the three months ended October 31, 2002, and October 31, 2001, respectively. 11. 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. Supplemental disclosure:
Three Months Ended October 31, ------------------------------ 2002 2001 ------------------------------ Interest paid $142,567 $176,527 Income taxes paid $834,676 $236,362
12. Contingencies: There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Consolidated Financial Statements. -11- J. W. MAYS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations: Three Months Ended October 31, 2002 Compared to the Three Months Ended October 31, 2001: In the three months ended October 31, 2002, the Company reported net income of $317,076, or $.16 per share. In the comparable three months ended October 31, 2001, the Company reported net income of $387,572, or $.19 per share. Revenues in the current three months increased to $3,245,378 from $3,166,187 in the comparable 2001 three months. Real estate operating expenses in the current three months increased to $1,640,297 from $1,475,091 in the comparable 2001 three months primarily due to a increase in payroll, insurance, maintenance and utility costs, partially offset by a decrease in real estate taxes. Administrative and general expenses in the current three months increased to $696,761 from $601,924 in the comparable 2001 three months due to an increase in insurance, and legal and professional costs. Depreciation and amortization expense in the current three months increased to $291,910 from $280,305 in the comparable 2001 three months, primarily due to depreciation on the additional improvements to the Jamaica, New York property. Interest expense in the current three months exceeded investment income by $71,334 and by $105,295 in the comparable 2001 three months. The decrease was due to a reduction of the interest rate on a mortgage on the Jamaica, New York property and by scheduled repayments of debt. Liquidity and Capital Resources: The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989. 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 $2,730,598 at October 31, 2002. One of the retail tenants at the Company's Jamaica, New York location, under lease dated March 29, 1990, as amended, filed under Chapter 11 of United States Bankruptcy Code on October 7, 2002. The tenant did not pay the amount due at July 31, 2002 which amount was written off as a bad debt at July 31, 2002. The tenant has not paid the fixed rent and the additional rent and expenses due for the period, August 1, 2002 through October 6, 2002. The Company has reason to believe that the tenant does not intend to pay such amounts and accordingly, has not recorded as income during the three months ended October 31, 2002, the amount due of fixed rent of $149,933 and the additional rent and other operating expenses of $36,833, for a total of $186,766. The tenant has paid the fixed rent and additional rent and other operating expenses for the period October, 7, 2002 through November 30, 2002. There was no comparable item in the 2001 corresponding quarter. -12- One tenant occupies the entire Circleville, Ohio property comprising a warehouse distribution building of approximately 193,000 square feet on approximately 11.66 acreage of land. The term of the lease terminated September 30, 2002. An extension and modification of lease (term and rental) for the entire premise has been executed for three years to September 30, 2005. Tenant has the option to surrender up to 73,350 square feet of the 193,000 square feet, on/and after May 31, 2003. The Company has obtained a judgment at a Trial Court in the New York State Court of Claims in the amount of $4,147,500, plus interest and legal fees, against the State of New York in connection with a condemnation by the State affecting a portion of the Fishkill, New York property. On appeal to the Appellate Division of the State of New York, the judgment was reversed and the award reduced to $24,105. The Company has made a motion to (1) increase the award and (2) obtain leave to appeal to the Court of Appeals. Cash Flows From Operating Activities: Receivables: The Company is due the amount of $373,636 as of October 31, 2002 as reimbursement for expenditures for renovations made on behalf of a tenant at the Jamaica, New York building. The amount of $373,636 is to be paid in installments through April, 2004. The original amount of the reimbursement was $1,591,753 of which $1,218,117 has been received. Prepaid Expenses: Expenditures for the three months ended October 31, 2002 increased by $41,297 compared to the three months ended October 31, 2001, due to an increase in insurance costs. Cash Flows From Investing Activities: Capital expenditures: The Company had expenditures of $310,410 for the three months ended October 31, 2002 for the upgrading of electrical service and the renovation of a portion of the exterior of its Brooklyn, New York building. The total cost will be approximately $650,000. The total expenditures as of October 31, 2002 were $378,930. The project is anticipated to be completed in December, 2002. The Company also had expenditures of $148,500 for the three months ended October 31, 2002 for the renovation of a portion of the exterior of its Jamaica, New York building. The total cost will be approximately $280,000. The project is anticipated to be completed in December, 2002. Controls and Procedures We currently have in place systems relating to internal controls with respect to our financial information. We also have in place disclosure controls and procedures with respect to ensuring that all material information required to be filed in this Quarterly Report on Form 10-Q has been made known to management, and especially the Chief Executive Officer and Chief Financial Officer, in a timely fashion. Our management periodically reviews and evaluates these internal controls and disclosure controls and procedures with our internal auditor and our independent auditors and has done so within 90 days of filing of this Quarterly Report on Form 10-Q. We have determined that the internal controls and the disclosure controls and procedures were effective as of the date of their evaluation in timely alerting them to material information (both of a financial and a non-financial nature) relating to the Company, including its consolidated subsidiaries. We have determined that there have been no significant changes in our internal controls and our disclosure controls and procedures or in other factors that could significantly affect these controls subsequent to our most recent evaluation. While we believe that our internal controls and our disclosure controls and procedures are effective, we understand that the SEC may be promulgating additional rules relating to disclosure controls and procedures. We cannot provide assurance that either our internal controls or our disclosure controls and procedures will not change in the future to reflect new rules of the SEC. -13- Part II - Other Information Item 6 - Exhibits and Reports on Form 8-K (a) List of Exhibits: Sequentially Exhibit Numbered Number Exhibit Page (2) Plan of acquisition, reorganization, arrangement, liquidation or succession. N/A (4) Instruments defining the rights of security holders, including indentures. N/A (10) Material contracts. N/A (11) Statement re computation of per share earnings. 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 (22) Published report regarding matters submitted to vote of security holders. N/A (24) Power of attorney. N/A (27) Financial data schedule. N/A (99) Additional exhibits--Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. sec. 1350: (i) Chief Executive Officer (ii) Chief Financial Officer (b) Reports on Form 8-K - No report on Form 8-K was required to be filed by the Company during the three months ended October 31, 2002. -14- 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 4, 2002 Lloyd J. Shulman ----------------------- Lloyd J. Shulman President Chief Executive Officer Date December 4, 2002 Alex Slobodin ----------------------- Alex Slobodin Exec. Vice-President (Principal Financial Officer) -15- CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company") and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed with the Securities and Exchange Commission (the "Report"), I, Lloyd J. Shulman, Chief Executive Officer of the Company, certify under oath that: 1. I have reviewed the Report being filed; 2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; 3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in the Report; 4. I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of Rule 13a-14) for the Company and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report ("Evaluation Date"); and iii. Presented in the Report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date; 5. I and the other certifying officers have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function): i. All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. I and the other certifying officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Lloyd J. Shulman ----------------------- Lloyd J. Shulman President Chief Executive Officer -16- CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company") and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed with the Securities and Exchange Commission (the "Report"), I, Alex Slobodin, Principal Financial Officer of the Company, certify under oath that: 1. I have reviewed the Report being filed; 2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report; 3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in the Report; 4. I and the other certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of Rule 13a-14) for the Company and have: i. Designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which the periodic reports are being prepared; ii. Evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Report ("Evaluation Date"); and iii. Presented in the Report their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of the Evaluation Date; 5. I and the other certifying officers have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function): i. All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. I and the other certifying officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Alex Slobodin ------------------------ Alex Slobodin Executive Vice President Chief Financial Officer -17- EXHIBIT 99(i) CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc. and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed with the Securities and Exchange Commission (the Report), Lloyd J. Shulman, Chairman, President, Chief Executive Officer and Chief Operating Officer of J.W. Mays, Inc., hereby certifies, pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. sec. 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of J.W. Mays, Inc. Dated: December 4, 2002 Lloyd J. Shulman ---------------------------------- Lloyd J. Shulman Chairman, President, Chief Executive Officer and Chief Operating Officer EXHIBIT 99(ii) CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc. and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed with the Securities and Exchange Commission (the Report), Alex Slobodin, Executive Vice President and Chief Financial Officer of J.W. Mays, Inc., hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. sec. 1350, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of J.W. Mays, Inc. Dated: December 4, 2002 Alex Slobodin ---------------------------- Alex Slobodin Executive Vice President and Chief Financial Officer -18- -----END PRIVACY-ENHANCED MESSAGE-----