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SECURITIES AND EXCHANGE COMMISSION
S
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OR
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) J.W. MAYS, INC.
New York
11-1059070
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
9 Bond Street, Brooklyn, New York
11201-5805
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (718) 624-7400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $1 per share
The NASDAQ Stock Market LLC 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein and will not be contained, to the best of registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S No delinquent filers Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $9,055,268 as of January 31, 2007 based on the average of the bid and asked price of the stock
reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of the registrants common stock as of September 14, 2007 was 2,015,780. DOCUMENTS INCORPORATED BY REFERENCE Document
Part of Form 10-K Annual Report to Shareholders for Fiscal Year Ended July 31, 2007
Parts I and II Definitive Proxy Statement for the 2007 Annual Meeting of Shareholders
Part III
J.W. MAYS, INC.
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, which are described in Item 2
Properties. The Companys business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927. The Company discontinued its department store business which operated under the name of MAYS, in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign
operations. The Company employs approximately 29 employees and has a contract, expiring November 30, 2007, with a union covering rates of pay, hours of employment and other conditions of employment for approximately
24% of its employees. The Company intends to renew the union contract on a timely basis. The Company considers that its labor relations with its employees and union are good. Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current
expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Companys actual results, performance or
achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings
by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based. Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in
government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Companys future results of
operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to significant volatility. Risks Relating to Ownership Structure The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a
degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors. The controlling shareholder group includes a corporation that owns a significant percentage of the Companys common stock and which does business with the Company, as further described in the Notes to the
Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict
of interest. Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities use the same outside auditors and other professionals, both entities have the same
Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Companys Board of Directors is composed of a majority of independent directors. As recently as 2005, in a case
involving both entities, the Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Companys significant shareholder, held that the actions of
the Companys Board were proper. 1
Risks Related to Our Business We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:
the continued threat of terrorism; economic downturns, both on a national and on local scales; loss of key personnel; the availability, if needed, of additional financing; the continued availability of insurance (in different types of policies) at reasonably acceptable rates; and the general burdens of governmental regulation, at the local, State and Federal levels. Risks Related to Real Estate Operations Our investment in property development may be limited by increasing costs required to fit up property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and
forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our obtaining of lines of credit and other financing vehicles,
although such have significant limitations on the amounts that may be borrowed at any point in time. We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that
could be deemed to contain hazardous elements requiring remediation or encapsulation. There are also risks associated with non-renewals of leases by the Companys landlords and the loss of major tenants. The Company is trying to mitigate the latter by leasing our properties to multiple tenants where
applicable in order to diversify the tenant base. Risks Related to our Investments Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and
may not be successful for many reasons, including, but not limited to the following:
fluctuations in interest rates; worsening of general economic and market conditions; and adverse legal and regulatory developments that may affect a particular business. Risk Factors Summary These are some of the Risk Factors that could affect the Companys business. The Company endeavors to take actions and do business in a way that reduces these Risk Factors or, at least, takes them into account
when conducting its business. Nevertheless, some of these Risk Factors cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the ongoing
business of the Company. 2
The table below sets forth certain information as to each of the properties currently operated by the Company: Location
Approximate
1. Brooklyn, New York
380,000
2. Brooklyn, New York
430,000
3. Jamaica, New York
297,000
4. Fishkill, New York
5. Levittown, New York 15,243
6. Massapequa, New York
133,400
7. Circleville, Ohio
8. Brooklyn, New York
17,000
Building-Livingston Street
10,500 Properties leased are under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Note 5 to the Consolidated Financial
Statements contained in the 2007 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Brooklyn Bond Street building, the Jowein building, the
Jamaica building and the Fishkill property. 1. Brooklyn, New YorkFulton Street at Bond Street 13% of the property is leased by the Company under six separate leases. Expiration dates are as follows: 4/30/2011 (1 lease); 6/30/2011 (1 lease); 12/8/2013 (1 lease) which lease has two thirty-year renewal options
through 12/8/2073; 4/30/2021 (2 leases) which leases previously had expiration dates of April 30, 2011 and were extended for an additional ten years; and 4/30/31 (1 lease) which lease previously had an expiration
date of April 30, 2011 and was extended for an additional twenty years. The Company is adding two new elevators to its lobby at 9 Bond Street. The work is anticipated to be completed in the fiscal year 2008.
There are plans to renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to nineteen tenants of which fourteen are retail tenants and five occupy office space. One tenant occupies in excess of 10% of the rentable square footage (26.11%). This tenant sub-
leases to a flea market, department store, shoe store, fast food restaurant and various other retail shops. The lease expires April 30, 2011 with no renewal options. Approximately 110,000 square feet of the building
are available for lease. 3
Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
38.52
%
7/31/2008
1
63 7/31/04
42.70
%
7/31/2009
2
4,220 7/31/05
51.62
%
7/31/2011
13
161,184 7/31/06
56.68
%
7/31/2013
1
25,423 7/31/07
61.50
%
7/31/2015
1
7,160
7/31/2016
1
13,451
19
211,501 As of July 31, 2007 the federal tax basis is $20,687,226 with accumulated depreciation of $7,078,976 for a net carrying value of $13,608,250. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $1,000,606 per year and the rate used is averaged at $12.222 per $100 of assessed valuation. 2. Brooklyn, New YorkJowein building, Fulton St. & Elm Place Approximately 47% of the property is owned and 53% is leased. The leases with two landlords expire on April 30, 2010. There are no renewal options. There are plans to renovate vacant space for office use upon
the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to nineteen tenants of which seven are retail stores, two
are fast food restaurants and ten leases are for office space. Approximately 150,000 square feet of the building are available for lease. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
68.65
%
7/31/2010
8
116,807 7/31/04
64.08
%
7/31/2011
6
69,664 7/31/05
40.86
%
7/31/2012
1
15,000 7/31/06
49.20
%
7/31/2013
1
10,000 7/31/07
50.75
%
7/31/2014
1
5,000
7/31/2017
1
5,500
7/31/2018
1
15,900
19
237,871 As of July 31, 2007 the federal tax basis is $15,778,619 with accumulated depreciation of $7,210,373 for a net carrying value of $8,568,246. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $1,435,676 per year and the rate used is averaged at $11.778 per $100 of assessed valuation. 3. Jamaica, New YorkJamaica Avenue at 169th Street The building is owned and the land is leased from an affiliated company. The lease expires July 31, 2027. The property is currently leased to eleven tenants: six
are retail tenants and five for office space. Three tenants each occupy in excess of 10% of the rentable square footage: a major retail store occupies 15.86%; and two tenants occupy office spaceone occupies 14.23%
and the other 11.07% of the rentable space. Approximately 27,000 square feet of the building are available for lease. There are plans to renovate vacant space for office use upon the execution of future leases to
tenants, although no assurances can be made as to when or if such leases will be entered into. 4
Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
60.37
%
7/31/2009
1
2,000 7/31/04
70.70
%
7/31/2011
1
42,250 7/31/05
76.00
%
7/31/2012
2
26,625 7/31/06
71.98
%
7/31/2014
2
58,844 7/31/07
66.03
%
7/31/2015
1
24,109
7/31/2016
1
6,021
7/31/2017
3
75,907
11
235,756 As of July 31, 2007 the federal tax basis is $18,074,336 with accumulated depreciation of $7,991,551 for a net carrying value of $10,082,785. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $360,720 per year and the rate used is averaged at $12.124 per $100 of assessed valuation. 4. Fishkill, New YorkRoute 9 at Interstate Highway 84 The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
entered into. There are approximately 203,000 square feet of the building available for lease. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
12.28
%
7/31/04
12.28
% 7/31/05
12.28
% 7/31/06
4.09
% 7/31/07
As of July 31, 2007 the federal tax basis is $9,608,448 with accumulated depreciation of $7,174,511 for a net carrying value of $2,433,937. The lives taken for depreciation vary between 18-40 years and the methods
used are the straight-line and the declining balance. The real estate taxes for this property are $130,127 per year and the rate used is averaged at $4.30 per $100 of assessed valuation. 5. Levittown, New YorkHempstead Turnpike The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant will construct a new building. The tenant expects to open the restaurant in
fiscal 2008. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
100
%
7/31/2018
Building
15,243 7/31/04
100
%
Land
70,557 7/31/05
16.67
%
1
85,800 7/31/06
7/31/07
As of July 31, 2007 the federal tax basis is $298,860 with accumulated depreciation of $274,800 for a net carrying value of $24,060. The lives taken for depreciation vary between 18-40 years and the methods used
are the straight-line and the declining balance. The real estate taxes for this property are $135,451 per year and the rate used is averaged at $737.15 per $100 of assessed valuation. 5
6. Massapequa, New YorkSunrise Highway The Company is the prime tenant of this leasehold. The lease expires May 14, 2009 and there is one renewal option. There are no present plans for additional improvements of this property. The entire leasehold is
currently sub-leased to two tenants; one, to a gasoline service station and the other for use as a bank. Each of these tenants occupies in excess of 10% of the rentable square footage. The gasoline service station sub-
lease expires April 29, 2009 with no renewal options. The sub-sub-lease to the bank expires May 14, 2009 with one renewal option, which was exercised in May 2007. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
100
%
7/31/2009
2
133,400 7/31/04
100
% 7/31/05
100
% 7/31/06
100
% 7/31/07
100
% The real estate taxes for this property are $142,271 per year and the rate used is averaged at $732.15 per $100 of assessed valuation. The Company does not own this property. Improvements to the property, if any, are made by tenants. 7. Circleville, OhioTarlton Road The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
entered into. The property is currently leased to one tenant. The tenant is a manufacturer and uses these premises as a warehouse and distribution facility. The lease expired September 30, 2002. An extension and
modification of lease for the entire premises was executed for a three-year period to September 30, 2005. A further extension and modification of lease agreement was executed for a five year period, with a right to
cancel after three years, for 75,000 square feet to November 11, 2010. There are approximately 118,000 square feet of the building available for lease. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/03
100
%
7/31/2011
1
75,000 7/31/04
100
% 7/31/05
100
% 7/31/06
55.77
% 7/31/07
38.79
% As of July 31, 2007 the federal tax basis is $4,388,456 with accumulated depreciation of $2,037,495 for a net carrying value of $2,350,961. The lives taken for depreciation vary between 18-40 years and the methods
used are the straight-line and the declining balance. The real estate taxes for this property are $71,453 per year and the rate used is averaged at $3.88 per $100 of assessed valuation. 8. Brooklyn, New YorkLivingston Street The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Companys Brooklyn properties. The Company has a long-term lease with
the City of New York and another landlord expiring in 2013 with renewal options, the last of which expires 2073, under which: (1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel, both for the exclusive use of the Company, to the structure referred to in (2) below. The truck bays,
passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from the City of New York and another landlord referred to in the preceding paragraph. (2) The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term 6
expiring in 2013 with renewal options, the last of which expires in 2073). The plot is adjacent to and connected with the Companys Brooklyn properties. In the opinion of management, all of the Companys properties are adequately covered by insurance. See Note 10 to the Consolidated Financial Statements contained in the 2007 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income
from which equals 10% or more of the Companys rental income. 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 Companys Consolidated
Financial Statements. In response to a termination notice that the Company received concerning its tenancy in a portion of the Jowein building, Brooklyn, New York, on April 25, 2007, the Company filed a lawsuit against its landlords in
New York State Supreme Court, Kings County. In the lawsuit, the Company seeks a judgment declaring that the landlords termination notice was improperly issued and that the Company is not required to correct or cure
the purported defaults cited in the termination notice. In addition, the Company seeks an order temporarily, preliminarily and permanently enjoining the landlords from taking any action to terminate the lease or otherwise
interfere with the Companys possession of the premises. On May 16, 2007, the New York State Supreme Court granted the Companys motion for preliminary injunctive relief and enjoined the landlords, during the pendency of this action, from taking any action to evict
the Company, terminate the Companys lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Companys rights or otherwise disturb the Companys possession of the
premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery is ongoing. Management of the Company is unable to
predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the purported defaults. Item 4. Submission of Matters to a Vote of Security Holders. During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company. 7
Executive Officers of the Registrant The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective
August 1, 2005), whose present term of office will expire upon the election and qualifications of his successor: Name
Age Business Experience During
First Became Lloyd J. Shulman
65 President
November, 1978 Co-Chairman of the Board
and President
June, 1995 Chairman of the Board
November, 1996 Director
November, 1977 Mark S. Greenblatt
53 Vice President
August, 2000 Treasurer
August, 2003 Director
August, 2003 Assistant Treasurer
November, 1987 Ward N. Lyke, Jr
56 Vice President
February, 1984 Assistant Treasurer
August, 2003 George Silva
57 Vice President
March, 1995 All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years. Item 5. Market for Registrants Common Stock and Related Shareholder Matters. Common Stock and Dividend Information Effective November 8, 1999, the Companys common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: Mays. Such shares were previously traded on
The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC. The following is the sales price range per share of J. W. Mays, Inc. common stock during the fiscal years ended July 31, 2007 and 2006: Three Months Ended
Sales Price
High
Low October 31, 2006
$
23.80
$
17.54 January 31, 2007
22.00
20.51 April 30, 2007
22.25
20.86 July 31, 2007
24.53
21.76 October 31, 2005
$
17.39
$
14.75 January 31, 2006
17.90
16.15 April 30, 2006
18.49
17.53 July 31, 2006
18.45
18.00 The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years. On September 14, 2007, the Company had approximately 1,500 shareholders of record. 8
Comparison of Five-Year Cumulative Total Return The following graph sets forth a five-year comparison of cumulative total shareholder return for the Company, the Standard & Poors 500 Stock-Index (S&P 500), and a Peer Group. The graph assumes the investment
of $100 at the close of trading July 31, 2002 in the common stock of the Company, the S&P 500 and the Peer Group, and the reinvestment of all dividends, although the Company did not pay a dividend during this five-year
period. Comparison of Five-Year Cumulative Total Return* The Performance Graph shall not be deemed incorporated by reference by any general statement of incorporation by reference in any filing made under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts. Item 6. Selected Financial Data. The information appearing under the heading Summary of Selected Financial Data on page 2 of the Registrants 2007 Annual Report to Shareholders is incorporated herein by reference. 9
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. The information appearing under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 19 through 23 of the Registrants 2007 Annual Report to
Shareholders is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company uses both fixed-rate and variable-rate debt to finance its capital requirements. These transactions expose the Company to market risk related to changes in interest rates. The Company does not use
derivative financial instruments. At July 31, 2007, the Company had fixed-rate debt of $7,149,227, and variable rate debt of $6,269,441. Because of the extension of the Fishkill, New York property loan and the Bond
Street building, Brooklyn, New York and the Jowein building, Brooklyn, New York loans (presently with balances of $1,834,726, $3,694,715 and $740,000, respectively), if interest rates were to change 100 basis points,
the effect on net income from operations and future cash flows would be a decrease, should the rates increase, or an increase, should the rates decline, of $62,694 for these loans. Item. 8. Financial Statements and Supplementary Data. The Registrants Consolidated Financial Statements, together with the report of DArcangelo & Co., LLP, independent registered public accounting firm, dated October 5, 2007, appearing on pages 4 through 18 of the
Registrants 2007 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 5, 6, and 7 hereof, the
2007 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There are no disagreements between the Company and its accountants relating to accounting or financial disclosures. Item 9A. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. The Companys management reviewed the Companys internal controls and procedures and the effectiveness of these controls. As of July 31, 2007, the Company carried out an evaluation, under the supervision and
with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys 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 Companys disclosure
controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings. (b) Change to internal controls. There was no change in the Companys internal controls over financial reporting or in other factors during the Companys last fiscal quarter that materially affected, or are reasonably likely to materially affect, the
Companys internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not possible. In order to make
sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls. These compensating controls will continue to be
monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting department personnel. 10
Item 10. Directors and Executive Officers of the Registrant. The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 2007 Annual Meeting of Shareholders and such information is incorporated herein by reference. The information with respect to Executive Officers of the Registrant is set forth in Part I hereof. Item 11. Executive Compensation. The information required by this item appears under the heading Executive Compensation in the Definitive Proxy Statement for the 2007 Annual Meeting of Shareholders and such information is incorporated
herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this item appears under the headings Security Ownership of Certain Beneficial Owners and Management and Information Concerning Nominees for Election as Directors in the
Definitive Proxy Statement for the 2007 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. The information required by this item appears under the headings Executive Compensation, Certain Transactions, Certain Relationships and Related Transactions and Board Interlocks and Insider
Participation in the Definitive Proxy Statement for the 2007 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The following table sets forth the fees paid by the Company to its independent registered public accounting firm, DArcangelo & Co., LLP, for the fiscal years 2007 and 2006.
Fiscal Year
Fiscal Year Audit Fees
$
80,355
$
88,570 Tax Fees and Other Fees
15,184
18,559 Total
$
95,539
$
107,129 Audit Fees for fiscal year 2007 and fiscal year 2006 were for professional services rendered for the audits of the consolidated financial statements of the Company and assistance with the review of documents filed
with the Securities and Exchange Commission. Tax Fees and Other Fees for fiscal year 2007 and fiscal year 2006 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters. The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services. Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)
The following documents are filed as part of this report:
The Consolidated Financial Statements and report of DArcangelo & Co., LLP, independent registered public accounting firm, dated October 5, 2007, set forth on pages 4 through 18 of the Registrants
2007 Annual Report to Shareholders. 2. See accompanying Index to Registrants Financial Statements and Schedules. 11
3.
Exhibits:
Plan of acquisition, reorganization, arrangement, liquidation or successionnot applicable. (3) Articles of incorporation and by-laws:
(i)
Certificate of Incorporation, as amended, incorporated by reference to Registrants Form 8-K dated December 3, 1973. (ii) By-laws, as amended June 1, 1995, incorporated by reference to Registrants Form 10-K dated October 23, 1995. (iii) Amendment to By-laws, effective November 1, 1999, incorporated by reference to Registrants Proxy Statement dated October 19, 2000.
(4)
Instruments defining the rights of security holders, including indenturessee Exhibit (3) above.
Voting trust agreementnot applicable. (10) Material contracts:
(i)
Agreement of Lease dated July 5, 1990, as amended February 25, 1992, pursuant to which a portion of the street floor and basement, approximately 35% of the total area of the Registrants
former Brooklyn store, has been leased to a tenant for the retail sale of general merchandise and for a restaurant, incorporated by reference to Registrants Form 10-K dated October 29, 1990. (ii) The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrants Form 10-K dated October 23, 1992 and, as
amended, effective August 1, 1993, incorporated by reference to Registrants Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993.
(11)
Statement re computation of per share earningsnot applicable. (12) Statement re computation of ratiosnot applicable. (13) Annual report to security holders.
(16)
Letter re change in certifying auditorsnot applicable.
Letter re change in accounting principlesnot applicable.
Subsidiaries of the registrant. (22) Published report regarding matters submitted to vote of security holdersnot applicable.
(24)
Power of attorneynone.
Information from reports furnished to state insurance regulatory authoritiesnot applicable.
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1Chief Executive Officer 31.2Chief Financial Officer (32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; Item reportedThe Company reported its financial results for the three and nine months ended April 30, 2007. Date of report filedJune 7, 2007. 12
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.
Title
Date
LLOYD J. SHULMAN Lloyd J. Shulman Chairman of the Board, Chief Executive
October 11, 2007
MARK S. GREENBLATT
Mark S. Greenblatt Vice President, Treasurer and Director
LANCE D. MYERS
Lance D. Myers Director
DEAN L. RYDER
Dean L. Ryder Director
JACK SCHWARTZ
Jack Schwartz Director
SYLVIA W. SHULMAN
Sylvia W. Shulman Director
LEWIS D. SIEGEL
Lewis D. Siegel Director 13
INDEX TO REGISTRANTS FINANCIAL STATEMENTS AND SCHEDULES Reference is made to the following sections of the Registrants Annual Report to Shareholders for the fiscal year ended July 31, 2007, which are incorporated herein by reference: Report of Independent Registered Public Accounting Firm (page 18) Consolidated Balance Sheets (pages 4 and 5) Consolidated Statements of Income and Retained Earnings (page 6) Consolidated Statements of Comprehensive Income (page 6) Consolidated Statements of Cash Flows (page 7) Notes to Consolidated Financial Statements (pages 8-17)
Page Financial Statement Schedules:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
14 II
Valuation and Qualifying Accounts
15 III
Real Estate and Accumulated Depreciation
16 All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are
omitted. The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON To the Board of Directors and Shareholders of We have audited the consolidated financial statements of J.W. Mays, Inc. and subsidiaries as of July 31, 2007 and 2006, and for the three years in the period ended July 31, 2007 and have issued our report thereon
dated October 5, 2007; such consolidated financial statements and reports are incorporated by reference in this Form 10-K Annual Report. Our audits also included the consolidated financial statement schedules of
J.W. Mays, Inc. and subsidiaries referred to in Item 15(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material
respects, the information set forth therein. DARCANGELO & CO., LLP 14
SCHEDULE II J.W. MAYS, INC.
Year Ended July 31,
2007
2006
2005 Allowance for net unrealized gains on marketable securities: Balance, beginning of period
$
47,748
$
1,764,264
$
1,773,562 Additions (reductions)
2,500
(1,716,516
)
(9,298
) Balance, end of period
$
50,248
$
47,748
$
1,764,264 15
SCHEDULE III J.W. MAYS, INC. 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
Description
Encum-
Land
Building &
Improvements
Carried
Land
Building &
Total
Accumulated
Date of
Date
Life on Which Office and Rental Buildings Brooklyn, New York
$
3,694,715
$
3,713,494
$
6,503,468
$
15,941,177
$
$
3,713,494
$
22,444,645
$
26,158,139
$
7,438,370
Various
Various
(1) (2) Jamaica, New York
3,954,650
3,215,699
14,754,514
17,970,213
17,970,213
7,854,769
1959
1959
(1) (2) Fishkill, New York
1,834,726
594,723
7,212,116
2,438,652
594,723
9,650,768
10,245,491
6,779,443
10/74
11/72
(1) Brooklyn, New York
1,902,132
1,512,812
728,327
15,050,292
1,512,812
15,778,619
17,291,431
7,859,259
1915
1950
(1) (2) Levittown, New York Hempstead Turnpike
95,256
200,560
98,300
95,256
298,860
394,116
267,489
4/69
6/62
(1) Circleville, Ohio
120,849
4,388,456
120,849
4,388,456
4,509,305
1,590,816
9/92
12/92
(1) Total(A)
$
11,386,223
$
6,037,134
$
22,248,626
$
48,282,935
$
$
6,037,134
$
70,531,561
$
76,568,695
$
31,790,146 (1) Building and improvements 1840 years (2) Improvements to leased property 340 years (A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $954,713 and Accumulated Depreciation thereon of $762,895 at July 31, 2007.
Year Ended July 31,
2007
2006
2005 Investment in Real Estate Balance at Beginning of Year
$
75,965,473
$
73,265,390
$
67,404,633 Improvements
603,222
2,700,083
5,860,757 Balance at End of Year
$
76,568,695
$
75,965,473
$
73,265,390 Accumulated Depreciation Balance at Beginning of Year
$
30,379,314
$
28,895,827
$
27,497,555 Additions Charged to Costs and Expenses
1,410,832
1,483,487
1,398,272 Balance at End of Year
$
31,790,146
$
30,379,314
$
28,895,827 16
EXHIBIT INDEX TO FORM 10-K (2)
Plan of acquisition, reorganization, arrangement, liquidation or successionnot applicable (3)
(i) Certificate of incorporationincorporated by reference
(ii) By-lawsincorporated by reference
(iii) Amendment to By-laws, effective November 1, 1999incorporated by reference (4)
Instruments defining the rights of security holders, including indenturessee Exhibit (3) above (9)
Voting trust agreementnot applicable (10)
Material contracts(i) and (ii) incorporated by reference (11)
Statement re computation of per share earningsnot applicable (12)
Statement re computation of ratiosnot applicable (13)
Annual report to security holders (16)
Letter re change in certifying auditorsnot applicable (18)
Letter re change in accounting principlesnot applicable (21)
Subsidiaries of the registrant (22)
Published report regarding matters submitted to vote of security holdersnot applicable (24)
Power of attorneynone (28)
Information from reports furnished to state insurance regulatory authoritiesnot applicable (31)
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act1 and 2 (32)
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 17 J.W. MAYS, INC. Annual Report
Washington, D.C. 20549
FORM 10-K
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: July 31, 2007
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number: 1-3647
(Exact name of registrant as specified in its charter)
in which the Document
is incorporated
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2007
TABLE OF CONTENTS
Square Feet
Fulton Street at Bond Street
Jowein building
Fulton Street at Elm Place
Jamaica Avenue at 169th Street
Route 9 at Interstate Highway 84
203,000
(located on
14.6 acres)
Hempstead Turnpike
(located on
70,557 square
feet of land)
Sunrise Highway
Tarlton Road
193,350
(located on
11.6 acres)
Truck bays, passage facilities and tunnel-Schermerhorn Street
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
the Past Five Years
Such Officer
or Director
and President
J.W. MAYS, INC., Standard & Poors 500 and Peer Group
(Five-Year Performance Results Through 07/31/2007)
J.W. MAYS, Inc., Standard & Poors 500 And Peer Group
(Performance Results Through 7/31/07)
2007
2006
1.
(2)
(9)
(18)
(21)
(28)
(31)
18 U.S.C. Sect 1350.
(b)
Reports on Form 8-KA report on Form 8-K was filed by Registrant during the three months ended July 31, 2007.
J.W. MAYS,
INC.
(REGISTRANT)
October 11, 2007
By:
LLOYD J.
SHULMAN
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
October
11, 2007
By:
MARK S.
GREENBLATT
Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer
October
11, 2007
By:
WARD N.
LYKE,
JR.
Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer
Signature
Officer, President, Chief Operating
Officer and Director
October 11, 2007
October 11, 2007
October 11, 2007
October 11, 2007
October 11, 2007
October 11, 2007
FINANCIAL STATEMENT SCHEDULES
J.W. Mays, Inc. and Subsidiaries
Purchase, N.Y.
October 5, 2007
VALUATION AND QUALIFYING ACCOUNTS
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2007
Subsequent to Acquisition
At Close of Period
brances
Improvements
Cost
Improvements
Depreciation
Construction
Acquired
Depreciation in
Latest Income
Statement is
Computed
Fulton Street at Bond Street
Jamaica Avenue at 169th Street
Route 9 at Interstate
Highway 84
Jowein Building Fulton Street
and Elm Place
Tarlton Road
2007
Year Ended July 31, 2007
J.W. MAYS, INC. Contents
Page No.
2
2
3
4-5
6
6
7
8-17
18
18
19
Managements Discussion and Analysis of Financial
Condition and Results of Operations
20-23
23
23
24
25 Executive Offices Transfer Agent and Registrar Special Counsel Independent Registered Public Accounting Firm Annual Meeting
9 Bond Street, Brooklyn, N.Y. 11201-5805
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038-4502
Holland & Knight LLP
195 Broadway
New York, N.Y. 10007-3189
DArcangelo & Co., LLP
3000 Westchester Avenue
Purchase, N.Y. 10577-2538
The Annual Meeting of Shareholders will be
held on Tuesday, November 20, 2007, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.
J.W. MAYS, INC. Summary of Selected Financial Data
2007
2006
2005
2004
2003 Rental Income
$
13,810
$
13,470
$
12,879
$
14,025
$
13,120 Rental IncomeAffiliated Company
70 Recovery of Real Estate Taxes
39
196
Gain (Loss) on Disposition of Fixed Assets
4,309
4
(4
)
Total Revenues
18,158
13,666
12,883
14,021
13,190 Net Income
2,056
1,433
348
1,135
1,147 Real Estate-Net
44,779
45,586
44,370
39,907
33,171 Total Assets
60,162
57,290
57,177
51,809
48,346 Long-Term Debt: Mortgages and Term Loan Payable
11,554
10,697
12,476
7,830
5,261 Note Payable
1,000
1,000
1,000
Other
1,078
1,031
925
641
569 Total
13,632
12,728
14,401
8,471
5,830 Shareholders Equity
39,697
37,639
37,339
36,996
35,705 Net Income Per Common Share
$
1.02
$
.71
$
.17
$
.56
$
.57 Cash Dividends Declared Per Share
Average common shares outstanding for fiscal 2007, 2,015,780; 2006, 2,015,780; 2005, 2,015,780; 2004, 2,015,780; 2003, 2,026,855. 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 portion of these properties is 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, 2007. 2
(dollars in thousands except per share data)
J.W. MAYS, INC. The financial position of our Company continued to be positive during the fiscal year ended July 31, 2007 with profits earned in fiscal 2007. In fiscal 2007, our revenues were $18,158,702 compared to $13,666,177 in the 2006 fiscal year. Net income for fiscal 2007 was $2,055,939, or $1.02 per share. This compares to net income of
$1,433,382, or $.71 per share for fiscal 2006. During fiscal 2007, the Company leased an additional 116,578 square feet to five tenants at the Companys properties. Two of the lease agreements were for retail use at the Companys Jamaica,
New York building. One tenant leased 47,100 square feet and the other tenant leased 28,335 square feet. These tenants replaced the tenants who vacated the premises in February 2006 and June
2006, respectively. Rent commenced in November 2006 for the tenant that leased 28,335 square feet and commenced in May 2007 for the tenant that leased 47,100 square feet. The rental income from
these lease agreements will more than offset the rental income lost from the previous tenants. Two other lease agreements were for 15,900 square feet and 10,000 square feet and the tenants will
occupy the office space at the Companys Jowein building in Brooklyn, New York. Rent is anticipated to commence in December 2007 for the tenant that leased 15,900 square feet and rent commenced
in December 2006 for the tenant that leased 10,000 square feet. The fifth tenant which entered into a lease agreement is a restaurant at the Companys Levittown, New York premises. The restaurant will construct a new building and expects to open in fiscal
2008. In July 2007, the Company sold a small building in Brooklyn, New York for $4,700,000, but will continue to lease the premises until April 30, 2010. The increased rentals from the additional tenants and the Companys sale of the building should adequately cover the Companys planned operating and capital requirements. We are continuing to actively pursue government agencies, educational institutions and prospective corporate tenants which may be seeking office or retail space in our properties. I believe our Company is well-positioned to continue its growth, and I want to thank the personnel of Mays and our Board colleagues for their continuing commitment and support. October 5, 2007 3
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
J.W. MAYS, INC. July 31, 2007 and 2006
2007
2006 Property and Equipment-at cost (Notes 1 and 3): Buildings and improvements
$
60,896,956
$
60,601,064 Improvements to leased property
9,089,969
9,158,009 Fixtures and equipment
726,966
721,099 Land
6,037,134
6,146,554 Other
227,747
257,472 Construction in progress
544,636
59,846
77,523,408
76,944,044 Less accumulated depreciation and amortization
32,553,041
31,149,936 Property and equipment-net
44,970,367
45,794,108 Current Assets: Cash and cash equivalents (Notes 9 and 10)
5,965,350
2,335,328 Marketable securities (Notes 1, 2 and 10)
47,418
45,942 Receivables (Notes 1 and 6)
126,253
86,199 Deferred income taxes (Notes 1 and 4)
129,000
131,000 Security deposits
16,903
8,297 Prepaid expenses
1,703,539
1,722,222 Total current assets
7,988,463
4,328,988 Other Assets: Deferred charges (Notes 1 and 11)
3,410,592
2,761,585 Less accumulated amortization (Notes 1 and 11)
1,219,123
1,301,110 Net
2,191,469
1,460,475 Receivables
4,667
6,267 Security deposits
1,385,606
1,337,900 Unbilled receivables (Note 1)
3,461,147
4,204,567 Marketable securities (Notes 1, 2 and 10)
160,500
158,000 Total other assets
7,203,389
7,167,209 TOTAL ASSETS
$
60,162,219
$
57,290,305 See Notes to Consolidated Financial Statements. 4
Assets
Liabilities and Shareholders Equity
2007
2006 Long-Term Debt: Mortgages and term loan payable (Notes 3 and 10)
$
11,553,510
$
10,696,864 Note payablerelated party (Notes 10 and 13)
1,000,000
1,000,000 Security deposits payable (Note 10)
1,078,006
1,030,800 Total long-term debt
13,631,516
12,727,664 Deferred Income Taxes (Notes 1 and 4)
2,250,000
2,445,000 Current Liabilities: Accounts payable
89,621
61,908 Payroll and other accrued liabilities (Note 7)
2,147,708
1,269,578 Income taxes payable
1,456,558
794,314 Other taxes payable
7,909
5,645 Current portion of mortgages and term loan payable (Notes 3 and 10)
865,158
2,338,492 Current portion of security deposits payable (Note 10)
16,903
8,297 Total current liabilities
4,583,857
4,478,234 Total liabilities
20,465,373
19,650,898 Shareholders Equity: Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued) (Note 12)
2,178,297
2,178,297 Additional paid in capital
3,346,245
3,346,245 Unrealized gain on available-for-sale securitiesnet of deferred taxes of $17,000 at July 31, 2007 and $16,000 at July 31, 2006 (Notes 1, 2 and 4)
33,248
31,748 Retained earnings
35,426,908
33,370,969
40,984,698
38,927,259 Less common stock held in treasury, at cost-162,517 shares at July 31, 2007 and July 31, 2006 (Note 12)
1,287,852
1,287,852 Total shareholders equity
39,696,846
37,639,407 Commitments (Notes 5 and 6) and Contingencies (Note 14) TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
$
60,162,219
$
57,290,305 See Notes to Consolidated Financial Statements. 5
J.W. MAYS, INC.
Years Ended July 31,
2007
2006
2005 Revenues Rental income (Notes 1 and 6)
$
13,809,879
$
13,470,572
$
12,879,226 Recovery of real estate taxes
39,483
195,605
Gain on disposition of fixed assets
4,309,340
3,739 Total revenues
18,158,702
13,666,177
12,882,965 Expenses Real estate operating expenses (Note 5)
8,587,081
7,855,318
7,321,272 Administrative and general expenses
3,255,094
3,011,080
2,764,210 Depreciation and amortization (Note 1)
1,582,153
1,544,419
1,464,883 Total expenses
13,424,328
12,410,817
11,550,365 Income from operations before investment income, interest expense, other expenses and income taxes
4,734,374
1,255,360
1,332,600 Investment income, interest expense and other expenses: Investment income (Notes 1 and 2)
84,094
2,107,616
84,307 Interest expense (Notes 3 and 9)
(997,529
)
(970,594
)
(725,539
)
(913,435
)
1,137,022
(641,232
) Income before income taxes
3,820,939
2,392,382
691,368 Income taxes provided (Notes 1 and 4)
1,765,000
959,000
343,000 Net income
2,055,939
1,433,382
348,368 Retained earnings, beginning of year
33,370,969
31,937,587
31,589,219 Retained earnings, end of year
$
35,426,908
$
33,370,969
$
31,937,587 Income per common share (Note 1)
$
1.02
$
.71
$
.17 Dividends per share
Average common shares outstanding
2,015,780
2,015,780
2,015,780 See Notes to Consolidated Financial Statements. Consolidated Statements of Comprehensive Income
Years Ended July 31,
2007
2006
2005 Net income
$
2,055,939
$
1,433,382
$
348,368 Other comprehensive income, net of tax Unrealized gain (loss) on available-for-sale securities, net of taxes (benefit) of $1,000, ($584,000) and ($3,000) for the fiscal years 2007, 2006
and 2005, respectively
1,500
878,040
(6,298
) Reclassification adjustment
(2,010,556
)
Net change in comprehensive income
1,500
(1,132,516
)
(6,298
) Comprehensive income
$
2,057,439
$
300,866
$
342,070 See Notes to Consolidated Financial Statements. 6
Consolidated Statements of Income and Retained Earnings
J.W. MAYS, INC.
Years Ended July 31,
2007
2006
2005 Cash Flows From Operating Activities Net Income
$
2,055,939
$
1,433,382
$
348,368 Adjustments to reconcile net income to net cash provided by operating activities: Deferred income taxes
(194,000
)
(149,000
)
(46,000
) Realized (gain) on marketable securities
(2,010,556
)
(Gain) on disposition of fixed assets
(4,309,340
)
(3,739
) Depreciation and amortization
1,582,153
1,544,419
1,464,883 Amortization of deferred expenses
449,701
474,691
310,695 Other assetsdeferred expenses
(1,180,695
)
(292,887
)
(903,885
) unbilled receivables
743,420
218,417
(106,318
) receivables
1,600
(6,267
)
Changes in: Receivables
(40,054
)
54,993
40,215 Prepaid expenses
18,683
(170,108
)
(19,951
) Income taxes refundable
234,616
(107,705
) Accounts payable
27,713
(3,631
)
(22,042
) Payroll and other accrued liabilities
878,130
135,660
197,870 Income taxes payable
662,244
794,314
Other taxes payable
2,264
457
424 Net cash provided by operating activities
697,758
2,258,500
1,152,815 Cash Flows From Investing Activities Acquisition of property and equipment
(901,294
)
(2,701,860
)
(5,951,312
) Security deposits
(56,312
)
(46,083
)
(162,813
) Marketable securities: Receipts from sales or maturities
2,710,554
Payments for purchases
(1,476
)
(274
)
(273
) Proceeds from sale of fixed assets..
4,452,222
7,478 Net cash provided (used) by investing activities
3,493,140
(37,663
)
(6,106,920
) Cash Flows From Financing Activities Borrowingssecurity broker
567,422
981,062 Paymentssecurity broker
(567,422
)
(2,415,087
) Increasesecurity deposits
55,812
47,758
234,012 Borrowingsmortgage and other debt
315,706
559,009
6,720,000 Paymentsmortgage and other debt
(932,394
)
(1,015,173
)
(646,274
) Net cash provided (used) by financing activities
(560,876
)
(408,406
)
4,873,713 Net increase (decrease) in cash and cash equivalents
3,630,022
1,812,431
(80,392
) Cash and cash equivalents at beginning of year
2,335,328
522,897
603,289 Cash and cash equivalents at end of year
$
5,965,350
$
2,335,328
$
522,897 See Notes to Consolidated Financial Statements. 7
Consolidated Statements of Cash Flows
J.W. MAYS, INC. 1. Summary of Significant Accounting Policies: CONSOLIDATION: The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries, which are wholly-owned. Material intercompany items
have been eliminated in consolidation. 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 Companys 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 rent expense accrued to a related party is
considered a significant estimate and may vary materially from the amount recorded in the financial statements (see note 5). RENTAL INCOME: All of the real estate owned by the Company is held for leasing to tenants except for a small portion used for Company offices. Rent is recognized from tenants under executed
leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables represent the excess of scheduled rental income recognized
on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. Contingent rental income is recorded when earned and is not based on tenant revenue.
Based upon its periodic assessment of the quality of the receivables, management, using its historical knowledge of the tenants and industry experience, determines whether a reserve or write-off is
required. 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. Realized gains and losses are determined on a specific identification basis. The Company reviews
marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any
securities as trading during the three years ended July 31, 2007. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method. Amortization of
improvements to leased property is calculated over the shorter of the life of the lease or the estimated useful life of the improvements. Lives used to determine depreciation and amortization are
generally as follows: Buildings and improvements
18-40 years Improvements to leased property
3-40 years Fixtures and equipment
7-12 years Other
3-5 years Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are
capitalized. 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 assets estimated useful life. The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31,
2007 and 2006, there were no impairments of its property and equipment. COMPREHENSIVE INCOME: Statement of Financial Accounting Standards (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. 8
Notes to Consolidated Financial Statements
Comprehensive income is defined to include all changes in equity except those resulting from investments by and distributions to shareholders. DEFERRED CHARGES: Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over the related lease periods, ranging
from 1 to 21 years, using the straight-line method. The Company has no non-amortizable deferred charges. INCOME TAXES: Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Companys assets and liabilities. Deferred tax
assets result principally from the recording of certain accruals and reserves which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the
recognition of gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation. INCOME PER SHARE OF COMMON STOCK: Income per share has been computed by dividing net income for the year by the weighted average number of shares of common stock outstanding
during the year, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 in fiscal years 2007, 2006 and 2005. 2. Marketable Securities: As of July 31, 2007 and 2006, the Companys marketable securities were classified as follows:
2007
2006
Cost
Gross
Gross
Fair
Cost
Gross
Gross
Fair Current: Held-to-Maturity:
$
47,418
$
$
$
47,418
$
45,942
$
$
$
45,942 Non-current: Available-for-sale:
$
110,252
$
50,248
$
$
160,500
$
110,252
$
47,748
$
$
158,000 Investment income for the years ended July 31, 2007, 2006 and 2005 consists of the following:
2007
2006
2005 Interest income
$
26,294
$
28,037
$
9,446 Dividend income
57,800
69,023
74,861 Gain on sale of securities
2,010,556
Total
$
84,094
$
2,107,616
$
84,307 9
Unrealized
Gains
Unrealized
Losses
Value
Unrealized
Gains
Unrealized
Losses
Value
Certificate of deposit
Equity securities
3. Long-Term DebtMortgages and Term Loan:
Current
Final
July 31, 2007
July 31, 2006
Due
Due
Due
Due Mortgages: Jamaica, New York property
(a
)
6%
4/01/12
$
58,365
$
1,283,137
$
1,533,333
$
Jamaica, New York property
(b
)
6.81%
10/01/11
112,037
2,501,111
190,899
2,548,553 Jowein building, Brooklyn, NY
(c
)
9 %
4/01/09
58,612
1,103,520
53,621
1,162,131 Fishkill, New York property
(d,e
)
Variable
2/18/08
17,928
1,816,798
1,834,726 Bond St. building, Brooklyn, NY
(e
)
Variable
2/18/08
36,102
3,658,613
3,379,009 Term loan payable to bank
(f
)
6.50%
5/01/10
342,114
690,331
320,639
1,032,445 Jowein building, Brooklyn, NY
(g
)
Variable
8/01/10
240,000
500,000
240,000
740,000 Total
$
865,158
$
11,553,510
$
2,338,492
$
10,696,864 (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. In March, 2007, the Company extended the loan for five years with an option for an additional five-year period. The
interest rate for the initial five years is 6.00% per annum. Interest and amortization of principal will be made in constant monthly amounts based on a fifteen year (15) payout period. The outstanding
balance of the loan totaling $1,036,602 will become due and payable on April 1, 2012. (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 outstanding balance of the loan, totaling $2,739,452 became due and payable on
October 1, 2006. The Company exercised its option to extend the loan for an additional five (5) years to October 1, 2011. The interest rate for the extended period is 6.81% per annum. At the end of the
five year period, there will be a balance due on the loan of $2,077,680. As additional collateral security, the Company conditionally assigned 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 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 on the Jamaica property and the sale or transfer of the Companys ground lease interest in the premises. (c) The Company, on May 7, 2004, closed a loan with 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, in the amount of $1,350,000. The term of the loan is for a period of five (5) years at an interest rate of 9.00% per annum. Interest and amortization of principal are paid
quarterly based on a fifteen (15) year level amortization period. The constant quarterly payments of interest and principal are $40,316. The outstanding balance of the loan, totaling $1,056,007, will
become due and payable on April 1, 2009. (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 were made in constant monthly amounts based upon a fifteen (15) year payout period. On August 19, 2004 the
Company extended the loan for an additional forty-two (42) months, with an option to convert the loan to a seven (7) year permanent mortgage loan. The payments for the extended period of forty-two
(42) months will be interest only on the amount owing at a floating rate per annum equal to the one-month LIBOR rate plus 2.25%, but not less than 3.40%. The payments for the seven-year permanent
mortgage loan would be on a seventeen (17) year level amortization, plus interest. The interest rate on the permanent loan would be a fixed rate equal to the Federal Home Loan Bank of New 10
Annual
Interest
Rate
Payment
Date
Within
One Year
After
One Year
Within
One Year
After
One Year
Yorks seven-year (7) fixed interest rate plus 2.25% per annum. (See Note 3(e)) The Company intends to convert the loan to a seven (7) year permanent mortgage loan prior to maturity. (e) The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. This loan finances seventy-five (75%) percent of the cost of capital improvements for an
existing lease to a tenant and capital improvements for future tenant leases at the Companys Brooklyn, New York (Bond Street building) and Fishkill, New York properties. The loan also refinanced the
existing mortgage on the Companys Fishkill, New York property which matured on July 1, 2004 (see Note 3(d)). The Company will have three and one-half years to draw down amounts under this loan.
The loan consists of: a) a permanent, first mortgage loan to refinance an existing first mortgage loan affecting the Fishkill Property (the First Permanent Loan) (see Note 3(d)), b) a permanent
subordinate mortgage loan in the amount $1,870,000 (the Second Permanent Loan), and c) multiple, successively subordinate loans in the amount $8,295,274 (Subordinate Building Loans). The loan
is structured in two phases: 1) a forty-two month loan with payments of interest only at the floating one-month LIBOR rate plus 2.25% per annum, but not less than 3.40%; and 2) after the forty-two month
period, the loan would convert to a seven-year (7) permanent mortgage loan on a seventeen (17) year level amortization, plus interest, at the option of the Company. The interest rate on the permanent
loan would be at a fixed rate equal to the Federal Home Loan Bank of New Yorks seven-year (7) fixed interest rate plus 2.25% per annum at the time of conversion. As of August 19, 2004, the Company
refinanced the existing mortgage on the Companys Fishkill, New York property, which balance was $1,834,726 and took down an additional $2,820,000 for capital improvements for two tenants at the
Companys Bond Street building in Brooklyn, New York. On May 9, 2006 and November 16, 2006, the Company drew down additional amounts of $559,009 and $315,706, respectively, on its multiple
draw term loan to finance tenant improvements and brokerage commissions for the leasing of 13,026 square feet for office use at the Companys Bond Street building in Brooklyn, New York. The total
amount financed for tenant improvements and brokerage commissions will be $916,670. The outstanding balance of the multiple draw term loan as of July 31, 2007 was $5,529,441, which will be used
for both the Bond Street and Fishkill properties. The interest rate at July 31, 2007 was 7.57% per annum. The Company intends to convert the loan to a seven (7) year permanent mortgage loan prior to
maturity. (f) On February 18, 2005, the Company secured financing in the amount of $1,700,000, from a bank whose president is a director of the Company. The loan is a multiple draw loan, for a period of
five (5) years, and is self-amortizing, at an interest rate of 6.50% per annum. (g) The Company, on July 22, 2005, closed a loan with a bank for $1,200,000. The loan was used to finance the construction costs and brokerage commissions associated with the leasing of 15,000
square feet for office use to a tenant at the Companys Jowein building in Brooklyn, New York. The loan is secured by the assignment of lease of 15,000 square feet. The loan is for a period of five (5)
years and is self-amortizing, at a floating interest rate of prime plus 1.00% per annum. The interest rate at July 31, 2007 was 9.25% per annum. Maturities of long-term debt-mortgages and term loan payable outstanding at July 31, 2007, are as follows: Years ending July 31, 2008 (included in current liabilities); $865,158; 2009; $2,061,396;
2010; $943,801; 2011; $426,016; 2012; $3,413,291; and thereafter, $4,709,006. Interest paid to related parties for the three years ended July 31, 2007 was $107,239, $111,840, and $120,179, respectively. 11
4. Income Taxes: Significant components of the Companys deferred tax assets and liabilities as of July 31, 2007 and 2006 are a result of temporary differences related to the items described as follows:
2007
2006
Deferred
Deferred
Deferred
Deferred Rental income received in advance
$
105,337
$
$
118,833
$
Unbilled receivables
1,176,790
1,429,553 Property and equipment
1,056,422
999,764 Unrealized gain on marketable securities
17,084
16,234 Other
23,959
20,772
$
129,296
$
2,250,296
$
139,605
$
2,445,551 The Company has determined, based on its history of operating earnings and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the
deferred tax assets at July 31, 2007. Income taxes provided for the years ended July 31, 2007, 2006 and 2005 consist of the following:
2007
2006
2005 Current: Federal
$
1,238,771
$
786,824
$
218,665 State and City
720,229
289,449
170,335 Prior: State and City
31,727
Deferred taxes (benefit)
(194,000
)
(149,000
)
(46,000
) Total provision
$
1,765,000
$
959,000
$
343,000 Components of the deferred tax provision for the years ended July 31, 2007, 2006 and 2005 consist of the following:
2007
2006
2005 Book depreciation over (under) tax depreciation
$
56,658
$
(48,657
)
$
(57,105
) Reduction (increase) of rental income received in advance
13,496
(36,229
)
(31,010
) Increase (decrease) in unbilled receivables
(252,763
)
(74,262
)
36,149 Other
(11,391
)
10,148
5,966
$
(194,000
)
$
(149,000
)
$
(46,000
) Taxes provided for the years ended July 31, 2007, 2006 and 2005 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:
2007
2006
2005 Income before income taxes
$
3,820,939
$
2,392,382
$
691,368 Dividends received deduction
(40,460
)
(48,316
)
(52,403
) Other-net
(2,600
)
(28,923
)
6,962 Adjusted pre-tax income
$
3,777,879
$
2,315,143
$
645,927 Statutory rate
34%
34%
34% Income tax provision at statutory rate
$
1,282,480
$
787,150
$
219,620 State and City income taxes, net of federal income tax benefit
482,520
171,850
123,380 Income tax provision
$
1,765,000
$
959,000
$
343,000 12
Tax Assets
Tax Liabilities
Tax Assets
Tax Liabilities
5. Leases: The Companys real estate operations encompass both owned and leased properties. The current leases on leased property, most of which have options to extend the terms, range from 1 year to
24 years. Certain of the leases provide for additional rentals under certain circumstances and obligate the Company for payments of real estate taxes and other expenses. Rental expense for leased real property for each of the three fiscal years in the period ended July 31, 2007 was exceeded by sublease rental income, as follows:
2007
2006
2005 Minimum rental expense
$
1,801,414
$
1,212,338
$
1,119,336 Contingent rental expense
1,349,508
1,351,183
1,339,355
3,150,922
2,563,521
2,458,691 Sublease rental income
6,985,512
7,248,000
6,947,617 Excess of sublease income over expense
$
3,834,590
$
4,684,479
$
4,488,926 Rent expense related to an affiliate principally owned by certain directors of the Company totaled $825,000 for fiscal year ended July 31, 2007, included $448,200 of rent expense accrued for a
renewal of a lease which the final amount has not yet been determined and may go to an independent arbitrator, $273,300 for fiscal year ended July 31, 2006, and $169,800 for fiscal year ended July
31, 2005. The rent expense accrued to a related party is considered a significant estimate and may vary materially from the amount recorded in the financial statements. Rent expense is recognized on
a straight-line basis over the lives of the leases. Future minimum non-cancelable rental commitments for operating leases with initial or remaining terms of one year or more are payable as follows:
Fiscal
Operating 2008
$
1,855,023 2009
1,797,205 2010
1,457,183 2011
1,013,339 2012
731,370 After 2012
9,957,375 Total required*
$
16,811,495
*
Minimum payments have not been reduced by minimum sublease rentals of $34,666,934 under operating leases due in the future under non-cancelable leases.
13
Year
Leases
6. Rental Income: Rental income for each of the fiscal years 2007, 2006 and 2005 is as follows:
July 31,
2007
2006
2005 Minimum rentals Company owned property
$
6,319,755
$
5,634,643
$
5,376,270 Leased property
6,103,279
6,378,907
6,048,649
12,423,034
12,013,550
11,424,919 Contingent rentals Company owned property
504,612
587,929
555,339 Leased property
882,233
869,093
898,968
1,386,845
1,457,022
1,454,307 Total
$
13,809,879
$
13,470,572
$
12,879,226 Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
Fiscal
Company
Leased
Total 2008
$
6,081,776
$
7,024,313
$
13,106,089 2009
5,654,801
6,949,666
12,604,467 2010
5,186,919
6,122,767
11,309,686 2011
3,909,354
3,992,940
7,902,294 2012
1,415,339
2,641,129
4,056,468 After 2012
5,158,603
7,936,119
13,094,722 Total
$
27,406,792
$
34,666,934
$
62,073,726 Rental income is recognized on a straight-line basis over the lives of the leases. 7. Payroll and Other Accrued Liabilities: Payroll and other accrued liabilities for the fiscal years ended July 31, 2007 and 2006 consist of the following:
2007
2006 Payroll
$
235,964
$
160,870 Interest
87,443
90,560 Professional fees
186,152
90,789 Rents received in advance
309,816
349,508 Utilities
72,341
61,600 Brokers commissions
705,366
253,167 Construction costs
105,712 Rent expense...
448,200
Other
102,426
157,372 Total
$
2,147,708
$
1,269,578 14
Year
Owned Property
Property
8. Employees Retirement Plan: The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its employees. Operations were charged $266,506, $291,306 and $287,777 as contributions to the Plan
for fiscal years 2007, 2006 and 2005, respectively. 9. 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 disclosures:
Years Ended July 31,
2007
2006
2005 Interest paid, net of capitalized interest of $19,684 (2007), $49,279 (2006) and $24,966 (2005)
$
1,015,254
$
942,537
$
700,438 Income taxes paid
$
1,296,928
$
93,530
$
496,705 10. Financial 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 Companys estimate of current interest rates for
similar debt; and (iii) carrying amounts in the balance sheet approximate fair value for cash and cash equivalents and tenant security deposits due to their high liquidity.
July 31, 2007
Carrying
Fair Cash and cash equivalents
$
5,965,350
$
5,965,350 Marketable securities
207,918
207,918 Security deposits payable
1,094,909
1,094,909 Mortgages, notes and term loan payable
13,418,668
12,164,339 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 forty-nine tenants, of which one tenant accounted for 15.67% and another tenant accounted for 13.39% of rental income during the year ended July 31,
2007. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2007. The Company has two irrevocable letters of credit totaling $137,500 at July 31, 2007 and July 31, 2006, provided by two tenants. 15
Value
Value
11. Deferred Charges: Deferred charges for the fiscal years ended July 31, 2007 and 2006 consist of the following:
July 31, 2007
July 31, 2006
Gross Carrying
Accumulated
Gross Carrying
Accumulated Leasing brokerage commissions
$
2,263,370
$
547,055
$
1,694,004
$
673,038 Professional fees for leasing
403,367
203,327
368,510
216,291 Financing costs
728,564
468,741
683,780
411,781 Other
15,291
15,291
Total
$
3,410,592
$
1,219,123
$
2,761,585
$
1,301,110 The aggregate amortization expense for the three years in the period ended July 31, 2007 was $449,701, $474,691, and $310,695, respectively. The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
Fiscal 2008
$
346,734 2009
$
352,343 2010
$
337,165 2011
$
268,717 2012
$
185,752 12. Capitalization: The Company is capitalized entirely through common stock with identical voting rights and rights to liquidation. Treasury stock is recorded at cost and consists of 162,517 shares at July 31, 2007
and at July 31, 2006. 13. Note Payable: On December 15, 2004, the Company borrowed $1,000,000 from a director of the Company, who is also a greater than 10% beneficial owner of the outstanding common stock of the Company. The
term of the loan is for a period of three (3) years maturing on December 15, 2007, at an interest rate of 7.50% per annum. The loan is unsecured. The note is prepayable in whole or in part at any time
without penalty. The funds were used towards the purchase of a one-half interest in a parcel which is part of the Companys Brooklyn, New York properties. The total purchase price was $1,500,000. The
constant quarterly payments of interest are $18,750. The interest paid for the years ended July 31, 2007 and 2006 was $75,000 and July 31, 2005 was $46,875. The Company intends to negotiate with
the director to extend this loan. 14. 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 Companys
Consolidated Financial Statements. In response to a termination notice that the Company received concerning its tenancy in a portion of the Jowein building, Brooklyn, New York, on April 25, 2007, the Company filed a lawsuit against
its landlords in New York State Supreme Court, Kings County. In the lawsuit, the Company seeks a judgment declaring that the landlords termination notice was improperly issued and that the Company
is not required to correct or cure the purported defaults cited in the termination notice. In addition, the Company seeks an order temporarily, 16
Amount
Amortization
Amount
Amortization
Year
preliminarily and permanently enjoining the landlords from taking any action to terminate the lease or otherwise interfere with the Companys possession of the premises. On May 16, 2007, the New York State Supreme Court granted the Companys motion for preliminary injunctive relief and enjoined the landlords, during the pendency of this action, from taking any
action to evict the Company, terminate the Companys lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Companys rights or otherwise disturb
the Companys possession of the premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery is
ongoing. Management of the Company is unable to predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the
purported defaults. 17
J.W. MAYS, INC. 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, DArcangelo & Co., LLP, 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. Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and subsidiaries as of July 31, 2007 and 2006, and the related consolidated statements of income and retained
earnings, comprehensive income, and cash flows for each of the three years in the period ended July 31, 2007. These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J.W. Mays, Inc. and subsidiaries as of July 31, 2007 and 2006,
and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2007, in conformity with U.S. generally accepted accounting principles. DARCANGELO & CO., LLP 18
J.W. Mays, Inc. and Subsidiaries
Purchase, New York
October 5, 2007
J.W. MAYS, INC. Five Year Summary of Consolidated Operations
Years Ended July 31,
2007
2006
2005
2004
2003 Revenues Rental income
$
13,810
$
13,470
$
12,879
$
14,025
$
13,120 Rental income-affiliated company
70 Recovery of real estate taxes
39
196
Gain (loss) on disposition of fixed assets
4,309
4
(4
)
Total revenues
18,158
13,666
12,883
14,021
13,190 Expenses Real estate operating expenses
8,587
7,855
7,321
7,716
6,915 Administrative and general expenses
3,255
3,011
2,764
2,771
2,930 Bad debts (recovery)
(163
) Depreciation and amortization
1,582
1,545
1,465
1,318
1,201 Total expenses
13,424
12,411
11,550
11,805
10,883 Income from operations before investment income, interest expense, other expenses and income taxes
4,734
1,255
1,333
2,216
2,307 Investment income, interest expense and other expenses: Loss on disposition of asset
(80
) Investment income
84
2,108
84
253
300 Interest expense
(997
)
(971
)
(726
)
(547
)
(548
)
(913
)
1,137
(642
)
(294
)
(328
) Income before income taxes
3,821
2,392
691
1,922
1,979 Income taxes provided
1,765
959
343
787
832 Net Income
$
2,056
$
1,433
$
348
$
1,135
$
1,147 Net income per common share
$
1.02
$
.71
$
.17
$
.56
$
.57 Dividends per share
Average common shares outstanding
2,015,780
2,015,780
2,015,780
2,015,780
2,026,855 19
(dollars in thousands except per share data)
J.W. MAYS, INC. Fiscal 2007 Compared to Fiscal 2006 Net income for the year ended July 31, 2007 amounted to $2,055,939, or $1.02 per share, compared to net income for the year ended July 31, 2006 of $1,433,382, or $.71 per share. Revenues in the current year increased to $18,158,702 from $13,666,177 in the comparable 2006 fiscal year. The increase in revenue was due to the Companys gain on the sale of a building in
Brooklyn, New York in the amount of $4,309,340 and the Companys leasing to four additional tenants at the Companys Brooklyn, New York and Jamaica, New York properties. The recovery of real estate taxes in the current year in the amount of $39,483, net of legal expenses, represents prior years real estate taxes from one of the Companys properties. The comparable
2006 year had a recovery of real estate taxes in the amount of $195,605, net of legal expenses. Real estate operating expenses in the current year increased to $8,587,081 from $7,855,318 in the comparable 2006 year primarily due to increases in rental expense in the Companys Brooklyn,
New York and Jamaica, New York properties, maintenance costs and licenses and permits, partially offset by decreases in real estate taxes, payroll costs, utility costs and leasing commission costs. Administrative and general expenses in the current year increased to $3,255,094 from $3,011,080 in the comparable 2006 year primarily due to increases in payroll costs, bad debt expense due to
a tenant vacating the Companys Brooklyn, New York building, and legal and professional costs, partially offset by decreases in pension costs. Depreciation and amortization expense in the current year increased to $1,582,153 from $1,544,419 in the comparable 2006 year primarily due to depreciation on the additional improvements to the
Brooklyn, New York properties. Interest expense in the current year exceeded investment income by $913,435 and was exceeded by investment income of $1,137,022 in the comparable 2006 year. The higher investment income
amount in the 2006 year was due to the gain on the sale of one of the Companys marketable securities, which was caused by a merger. Fiscal 2006 Compared to Fiscal 2005 Net income for the year ended July 31, 2006 amounted to $1,433,382, or $.71 per share, compared to net income for the year ended July 31, 2005 of $348,368, or $.17 per share. Revenues in the current year increased to $13,166,177 from $12,882,965 in the comparable 2005 fiscal year. The increase in revenues was due to the Companys leasing to three office tenants at
its Jowein building in Brooklyn, New York, the leasing to a retail tenant at its Jamaica, New York building, the recovery of real estate taxes, partially offset by two retail tenants vacating the Jamaica, New
York building and the office tenant vacating the Fishkill, New York building. The recovery of real estate taxes in the current year in the amount of $195,605, net of legal expenses, represents prior years real estate taxes from two of the Companys properties. Real estate operating expenses in the current year increased to $7,855,318 from $7,321,272 in the comparable 2005 year primarily due to increases in rental expense, real estate taxes,
maintenance costs, utility costs, leasing commissions and licenses and permits, partially offset by decreases in insurance costs. Administrative and general expenses in the current year increased to $3,011,080 from $2,764,210 in the comparable 2005 year primarily due to increases in payroll costs, insurance costs, legal and
professional costs, and bad debt expense due to a tenant vacating the Companys Jamaica, New York building. Depreciation and amortization expense in the current year increased to $1,544,419 from $1,464,883 in the comparable 2005 year primarily due to depreciation on the additional improvements to the
Brooklyn, New York and the Jamaica, New York properties and acquisitions of the three parcels in Brooklyn, New York. 20
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Investment income exceeded interest expense and other expenses by $1,137,022 in fiscal 2006, and was exceeded by interest expense and other expenses by $641,232 in the comparable 2005
year. The investment income increase in the 2006 year was due to the gain on the sale of one of the Companys marketable securities, which was caused by a merger, scheduled repayments of debt,
partially offset by increased interest expense on the additional loans and increases in interest rates with banks and a note payable from a director. 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 Companys planned operating and capital requirements. The Companys cash and cash
equivalents amounted to $5,965,350 at July 31, 2007. The Company on July 25, 2007, entered into a contract of sale and simultaneously closed on the sale of a property in Brooklyn, New York. The Company received $4,700,000 on the sale of the
premises. The Company will continue to operate the building until the lease with the tenant who occupies part of the premises expires in April 2010. In March 2006, the Company leased an additional 7,411 square feet for office use to an existing tenant at the Companys Bond Street building, in Brooklyn, New York. Rent commenced in October
2006. In August and September 2006, the Company entered into three additional lease agreements. Two of the lease agreements were for retail use at the Companys Jamaica, New York building. One
tenant leased 47,100 square feet and the other tenant leased 28,335 square feet. These tenants replaced the tenants who vacated the premises in February 2006 and June 2006, respectively. Rent
commenced in November 2006 for the tenant that leased 28,335 square feet and commenced in May 2007 for the tenant that leased 47,100 square feet. The rental income from these lease agreements
will more than offset the rental income lost from the previous tenants. The third lease agreement is for 10,000 square feet and will be used for office space at the Companys Jowein building in Brooklyn,
New York. Rent commenced in December 2006. The cost of construction to the Company for these tenants was insignificant. In October 2006, the Company entered into a lease agreement with a restaurant at the Companys Levittown premises. The restaurant will construct a new building. The tenant expects to open the
restaurant in fiscal 2008. Rent commenced in September 2007. This will replace the tenant that vacated the premises in September 2004. The annual rental income from this lease agreement will more
than offset the annual rental income lost from the previous tenant. The Company was informed by a tenant who occupies 32,890 square feet of office space in its Jamaica, New York property, that the tenant would not be exercising its option to extend its lease
agreement. The tenant vacated the premises on April 30, 2007. The Company entered into a lease agreement with a new tenant for the occupancy of the entire 32,890 square feet. As of May 1, 2007,
the new tenant was occupying the premises. The Company was informed by a tenant who occupies 22,192 square feet of office space at its Brooklyn, New York property that the tenant would vacate the premises in July 2007. The annual loss
in rental income to the Company will be approximately $470,000. The Company is actively seeking, through brokers, tenants to occupy the vacated space. In May 2007, the Company entered into a lease agreement with a tenant for 15,900 square feet of office space at its Jowein building in Brooklyn, New York. Rent is anticipated to commence in
December 2007. 21
The following table represents the increase (decrease) in square foot occupancy at the Companys properties, due to the aforementioned lease agreements. Bond Street building, Brooklyn, New York
(22,192
) Bond Street building, Brooklyn, New York
7,411 Jowein building, Brooklyn, New York
25,900 Jamaica building, Jamaica, New York
75,435 Levittown, New York building
15,243 Total
101,797 As part of the $12,000,000 multiple draw term loan, the bank agreed to finance the cost of two new elevators at the Companys Bond Street building in Brooklyn, New York. The amount to be
financed will be $850,000. (See Note 3(e) to the Consolidated Financial Statements). The total cost of the elevator project is estimated to be $1,100,000 and is anticipated to be completed in fiscal 2008. Contractual Obligations: At July 31, 2007, the Company had certain contractual cash obligations, as set forth in the following tables: Contractual Cash
Payment Due by Period
Total
Less than 1
1-3
4-5
After 5 Mortgages and term loan payable
$
12,418,668
$
865,158
$
3,005,197
$
3,839,307
$
4,709,006 Note payable
1,000,000
1,000,000
Security deposits payable
1,094,909
16,903
276,456
382,889
418,661 Operating leases
16,811,495
1,855,023
3,254,388
1,744,709
9,957,375 Total contractual cash obligations
$
31,325,072
$
2,737,084
$
7,536,041
$
5,966,905
$
15,085,042 Cash Flows From Operating Activities: Deferred Expenses: The Company had expenditures for brokerage commissions in the year ended July 31, 2007, in the amount of $1,056,921, relating to tenants at its Brooklyn, New York, Jamaica,
New York and Levittown, New York properties. Payroll and Other Accrued Liabilities: The Company paid $615,207 for commissions incurred in order to lease space at the Companys properties in the year ended July 31, 2007. The original
amount of the brokerage commissions was $2,366,743. As of July 31, 2007, $1,661,377 had been paid. The Company also incurred additional brokerage commissions in the amount of $1,064,500
relating to five tenants. The Company has accrued an additional $448,200 in rent expense to its landlord, which is an affiliated Company, on its Jamaica, New York property. The final amount of rent expense has not yet
been determined and may go to an independent arbitrator. Cash Flows From Investing Activities: The Company had expenditures of $282,803 for the year ended July 31, 2007 for the renovation of 32,890 square feet for office space for a tenant at its Jamaica, New York building. The cost of the
project will be approximately $600,000 and is anticipated to be completed in October 2007. The Company had expenditures of $245,630 for the year ended July 31, 2007 for the construction of two new elevators. The total cost of the project is approximately $1,100,000, of which $850,000
will be financed by a bank. The project is anticipated to be completed in fiscal 2008. 22
Obligations
Year
Years
Years
Years
Cash Flows From Financing Activities: Borrowing: The Company drew down an additional $315,706 on its multiple draw term loan, to finance tenant improvements and brokerage commissions for the leasing of 13,026 square feet for
office use at the Companys Bond Street building in Brooklyn, New York. The total amount financed for tenant improvements and brokerage commissions is $916,670. (See Note 3(e) to the Consolidated
Financial Statements). Lease security: The Company increased tenant security deposits by $99,167 due to the leasing of space to two tenants at the Companys Brooklyn, New York and Jamaica, New York properties. The Companys management reviewed the Companys internal controls and procedures and the effectiveness of these controls. As of July 31, 2007, the Company carried out an evaluation, under
the supervision and with the participation of the Companys management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the
Companys 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 Companys 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 Companys internal controls over financial reporting or in other factors during the Companys last fiscal quarter that materially affected, or are reasonably likely to
materially affect, the Companys internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not
possible. In order to make sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls.
These compensating controls will continue to be monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting
department personnel. Quarterly Financial Information (Unaudited)
Three Months Ended
Oct. 31, 2006
Jan. 31, 2007
Apr. 30, 2007
July 31, 2007 Revenues
$
3,317
$
3,391
$
3,476
$
7,975 Revenues less expenses
(169
)
(32
)
(104
)
4,126 Net income (loss)
(178
)
(9
)
19
2,224 Net income (loss) per common share
$
(.09
)
$
(.00
)
$
.01
$
1.10
Three Months Ended
Oct. 31, 2005
Jan. 31, 2006
Apr. 30, 2006
July 31, 2006 Revenues
$
3,341
$
3,387
$
3,526
$
3,412 Revenues less expenses
207
(41
)
116
2,110 Net income (loss)
127
(58
)
95
1,269 Net income (loss) per common share
$
.06
$
(.03
)
$
.05
$
.63 Income per share is computed independently for each of the quarters presented on the basis described in Note 1 to the Consolidated Financial Statements. 23
(dollars in thousands except per share data)
Common Stock and Dividend Information Effective November 8, 1999, the Companys common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: Mays. Such shares were
previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market
LLC. The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2007 and 2006: Three Months Ended
Sales Price
High
Low October 31, 2006
$
23.80
$
17.54 January 31, 2007
22.00
20.51 April 30, 2007
22.25
20.86 July 31, 2007
24.53
21.76 October 31, 2005
$
17.39
$
14.75 January 31, 2006
17.90
16.15 April 30, 2006
18.49
17.53 July 31, 2006
18.45
18.00 The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years. On September 14, 2007, the Company had approximately 1,500 shareholders of record. 24
J.W. MAYS, INC.
Lloyd J. Shulman Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer
Mark S. Greenblatt Vice President and Treasurer
Ward N. Lyke, Jr. Vice President and Assistant Treasurer
George Silva Vice President-Operations
Salvatore Cappuzzo Secretary
Board of Directors
Mark S. Greenblatt3,5 Vice President and Treasurer, J.W. Mays, Inc.
Lance D. Myers1,3,4,5,6 Partner, Holland & Knight LLP
Dean L. Ryder2,3,4,6 President, Putnam County National Bank
Jack Schwartz1,2,3,4,6 Private Consultant
Lloyd J. Shulman1,3 Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer, J.W. Mays, Inc.
Sylvia W. Shulman3 Retired
Lewis D. Siegel2,3,4,6 Senior Vice President-Investments, Smith Barney Citigroup Committee Assignments Key: 1 Member of Executive Committee 2 Member of Audit Committee 3 Member of Investment Advisory Committee 4 Member of Executive Compensation Committee 5 Member of Disclosure Committee (Mr. Lyke is also a member) 6 Member of Nominating Committee Form 10-K Annual Report Copies of the Companys Form 10-K Annual Report 25
to the Securities and Exchange Commission
for the fiscal year ended July 31, 2007
will be furnished without charge to
shareholders upon written request
to: Secretary, J.W. Mays, Inc.,
9 Bond Street, Brooklyn, New York 11201-5805.
EXHIBIT 21
Subsidiaries of the Registrant
The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report:
|
DUTCHESS MALL SEWAGE PLANT, INC. (a New York corporation) J. W. M. REALTY CORP. (an Ohio corporation)
|
EXHIBIT 31.1
CERTIFICATION
I, Lloyd J. Shulman, certify that:
|
||||||||||||||||||||
1. |
|
I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.; |
||||||||||||||||||
|
||||||||||||||||||||
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||||||||||||||||||
|
||||||||||||||||||||
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
||||||||||||||||||
|
||||||||||||||||||||
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
||||||||||||||||||||
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||||||||||||||||||
|
||||||||||||||||||||
(b) |
|
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||||||||||||||||||
|
||||||||||||||||||||
(c) |
|
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
|
||||||||||||||||||||
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
|
||||||||||||||||||||
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
||||||||||||||||||
|
||||||||||||||||||||
(b) |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 11, 2007
|
/s/ LLOYD J. SHULMAN Lloyd J. Shulman President Chief Executive Officer
|
EXHIBIT 31.2
CERTIFICATION
I, Mark S. Greenblatt, certify that:
|
|
|
|
|
1. |
I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.; |
|||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|||
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|||
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|||
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
||
|
(b) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
||
|
(c) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
||
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
|||
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
||
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: October 11, 2007
|
/s/ MARK S. GREENBLATT Mark S. Greenblatt Vice President Chief Financial Officer
|
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The following certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350 and in accordance with SEC Release No. 33-8238. This certification shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
In connection with the Annual Report of J. W. Mays, Inc. (the Company) on Form 10-K for the period ending July 31, 2007 as filed with the Securities and Exchange Commission (the Report), we, Lloyd J. Shulman and Mark S. Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
|
||||||||||||||||||||
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
||||||||||||||||||
|
||||||||||||||||||||
(2) |
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
October 11, 2007
/s/ LLOYD S. SHULMAN |
Lloyd J. Shulman |
Chief Executive Officer |
/s/ MARK S. GREENBLATT |
Mark S. Greenblatt |
Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be retained by J. W. Mays, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.