10-K 1 0001.txt FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: JULY 31, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 1-3647 J. W. MAYS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New York 11-1059070 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 9 Bond Street, Brooklyn, New York 11201-5805 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (718) 624-7400 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1 per share (TITLE OF CLASS) 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 REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S 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. /x/ NO DELINQUENT FILERS. THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE REGISTRANT WAS APPROXIMATELY $6,045,800 AS OF SEPTEMBER 22, 2000 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 registrant's common stock as of September 22, 2000 was 2,088,280. DOCUMENTS INCORPORATED BY REFERENCE PART OF FORM 10-K IN WHICH THE DOCUMENT DOCUMENT IS INCORPORATED -------- --------------------- Annual Report to Shareholders for Fiscal Year Ended July 31, 2000 Parts I and II Definitive Proxy Statement for the 2000 Annual Meeting of Shareholders Part III ================================================================================ J. W. MAYS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2000 TABLE OF CONTENTS PART I PAGE ---- Item 1. Business .................................................. 3 Item 2. Properties ................................................ 3 Item 3. Legal Proceedings ......................................... 7 Item 4. Submission of Matters to a Vote of Security Holders ........................................ 7 Executive Officers of the Registrant ............................... 8 PART II Item 5. Market for Registrant's Common Stock and Related Shareholder Matters ......................... 8 Item 6. Selected Financial Data ................................... 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .............................................. 8 Item 8. Financial Statements and Supplementary Data ............... 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .............................................. 9 PART III Item 10. Directors and Executive Officers of the Registrant ............................................. 9 Item 11. Executive Compensation ................................... 9 Item 12. Security Ownership of Certain Beneficial Owners and Management .................................. 9 Item 13. Certain Relationships and Related Transactions ........... 9 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .................................... 9 2 PART I ITEM 1. BUSINESS. 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 Company's 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 with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good. ITEM 2. PROPERTIES. The table below sets forth certain information as to each of the properties currently operated by the Company: APPROXIMATE LOCATION SQUARE FEET -------- ----------- 1. Brooklyn, New York Fulton Street at Bond Street ............................ 380,000 2. Brooklyn, New York Jowein building Fulton Street and Elm Place ............................. 430,000 3. Jamaica, New York Jamaica Avenue at 169th Street .......................... 297,000 4. Fishkill, New York Route 9 at Interstate Highway 84 ........................ 211,000 (located on 14.9 acres) 5. Levittown, New York Hempstead Turnpike ...................................... 85,800 6. Massapequa, New York Sunrise Highway ......................................... 133,400 7. Circleville, Ohio Tarlton Road ............................................ 193,350 (located on 11.6 acres) 8. Brooklyn, New York Truck bays, passage facilities and tunnel--Schermehorn Street ........................ 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 6 to the Consolidated Financial Statements contained in the 2000 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Jowein building, Jamaica building, Fishkill property, Ohio property and a small portion of the Company's former Brooklyn store. 3 1. Brooklyn, New York--Fulton Street at Bond Street 15% of the premises is leased by the Company under eight separate leases. Expiration dates are as follows: 1/31/2001 (2 leases); 4/30/2011 (4 leases); 6/30/2011 (1 lease); and 12/8/2013 (1 lease). One lease which expires 1/31/2001 has a 10 year option and the lease which expires 12/8/2013 has two thirty year options through 12/8/2073. A new lobby entrance in the 9-17 Bond Street building was completed in fiscal 2000. There are no present plans for additional improvement of this property. The property is currently leased to eight tenants of which six are retail tenants and two occupy office space. One tenant occupies in excess of 10% of the rentable square footage (26.11%). This tenant subleases to a flea market, department store, shoe store and various other retail shops. The lease expires April 30, 2011 with no renewal options. OCCUPANCY LEASE EXPIRATION ------------------------ --------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 28.77% 7/31/2001 1 1,558 7/31/97 28.77% 7/31/2003 1 63 7/31/98 28.77% 7/31/2004 1 1,140 7/31/99 31.57% 7/31/2005 1 2,140 7/31/00 31.57% 7/31/2006 1 2,160 7/31/2009 1 3,080 7/31/2011 2 109,819 - ------- 8 119,960 - ------- The federal tax basis is $9,495,469 with accumulated depreciation of $4,922,966 for a net carrying value of $4,572,503 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $696,298 and the rate used is averaged at $9.989 per $100 of assessed valuation. 2. Brooklyn, New York--Jowein building, Fulton St. & Elm Place Approximately 50% of the premises is owned and 50% is leased. The lease is with one landlord and expires April 30, 2010. There are no renewal options. There are no present plans for additional improvement of this property. Approximately 280,000 square feet of the property is currently leased to twelve tenants of which six are retail stores, three are fast food restaurants and three leases are for office space. One tenant is a New York City agency which occupies in excess of 10% of the rentable square footage (31.19%). The lease expires April 29, 2010 with no renewal options. Approximately 110,000 square feet of the building is available for lease. OCCUPANCY LEASE EXPIRATION --------------------------- ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 63.67% 7/31/2001 1 8,000 7/31/97 65.19% 7/31/2004 1 23,603 7/31/98 65.19% 7/31/2007 1 5,500 7/31/99 65.19% 7/31/2010 9 243,307 7/31/00 65.21% -- ------- 12 280,410 -- ------- The federal tax basis is $10,184,811 with accumulated depreciation of $5,635,695 for a net carrying value of $4,549,116 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $857,333 and the rate used is averaged at $9.989 per $100 of assessed valuation. 4 3. Jamaica, New York--Jamaica Avenue at 169th Street The building is owned and the fee is leased from an affiliated company. The lease expires July 31, 2027. Approximately 11,200 square feet was renovated by August 31, 2000 for office space for an existing tenant on the second floor. Occupancy commenced September 1, 2000. There are present plans for the improvement of 42,250 square feet on the third floor for office space for a prospective tenant. The property is currently leased to nine tenants: five are retail tenants and four leases are for office space. Two tenants occupy in excess of 10% of the rentable square footage. One of the tenants is a department store that occupies 27.50% of the rentable space with a lease that expires August 31, 2005 and has one five year renewal option. The other tenant is a major retail toy store which occupies 15.95% of the rentable space. The lease expires January 31, 2006 with six renewal options of five years each, and 2,700 square feet to another tenant for retail space. Approximately 25,000 square feet of the building are available for lease. OCCUPANCY LEASE EXPIRATION ------------------------- --------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 44.72% 7/31/2002 1 2,680 7/31/97 59.59% 7/31/2006 2 128,342 7/31/98 62.34% 7/31/2007 4 46,107 7/31/99 62.34% 7/31/2008 2 8,021 7/31/00 62.34% - ------- 9 185,150 - ------- The federal tax basis is $12,864,270 with accumulated depreciation of $5,775,200 for a net carrying value of $7,089,070 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $267,651 and the rate used is averaged at $9.989 per $100 of assessed valuation. 4. Fishkill, New York--Route 9 at Interstate Highway 84 The Company owns the entire premises. The completion of the replacement of heating, ventilating and air conditioning units is the only present plan for the additional improvement of this property. Approximately 26,000 square feet are leased to one tenant for office space and 186,000 square feet of the building are available for lease. OCCUPANCY LEASE EXPIRATION -------------------------- ------------------------------------------ YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 55.03% 7/31/2006 1 25,915 7/31/97 12.28% 7/31/98 12.28% 7/31/99 12.28% 7/31/00 12.28% The federal tax basis is $9,280,746 with accumulated depreciation of $5,581,170 for a net carrying value of $3,699,576 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $136,277 and the rate used is averaged at $3.68 per $100 of assessed valuation. 5 5. Levittown, New York--Hempstead Turnpike The Company owns the entire premises. There are no present plans for additional improvement of this property. The property is currently leased to one tenant that operates the premises as a game room and fast food restaurant. The lease expires September 30, 2004 with one five year renewal option. OCCUPANCY LEASE EXPIRATION ------------------------ ---------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 100% 7/31/2005 Building 15,243 7/31/97 100% Land 70,557 7/31/98 100% ------ 7/31/99 100% 1 85,800 7/31/00 100% ------ The federal tax basis is $273,550 with accumulated depreciation of $266,867 for a net carrying value of $6,683 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $106,304 and the rate used is averaged at $101.62 per $100 of assessed valuation. 6. Massapequa, New York--Sunrise Highway The Company leases the entire premises under one lease. The lease expires May 14, 2009. There are no renewal options. There are no present plans for additional improvement of this property. The property is currently sub-leased to two tenants; one, a gasoline service station and the other, a bank. Each of these tenants occupies in excess of 10% of the rentable square footage. The gasoline service station lease expires April 29, 2009 with no renewal options. The sub-lease to the bank expires May 14, 2009 with no renewal options. OCCUPANCY LEASE EXPIRATION ------------------------ ----------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ------ ---- ----- ------ ------- 7/31/96 100% 7/31/2009 2 133,400 7/31/97 100% 7/31/98 100% 7/31/99 100% 7/31/00 100% The real estate taxes for this property are $288,355 and the rate used is averaged at $90.89 per $100 of assessed valuation. The Company does not own this property. Improvements to the property are made by the tenants. 6 7. Circleville, Ohio--Tarlton Road The Company owns the entire premises. There are no present plans for additional improvement of this property. The entire property is currently leased to one tenant. The tenant is a manufacturer and uses these premises as a warehouse and distribution facility. The lease expires September 30, 2002. There are three five year renewal options. OCCUPANCY LEASE EXPIRATION -------------------------- ----------------------------------------- YEAR YEAR NUMBER OF AREA ENDED RATE ENDED LEASES SQ. FT. ----- ---- ----- ------ ------- 7/31/96 100% 7/31/2003 1 193,350 7/31/97 100% 7/31/98 100% 7/31/99 100% 7/31/00 100% The federal tax basis is $4,388,456 with accumulated depreciation of $1,062,285 for a net carrying value of $3,326,171 as of July 31, 2000. The life taken for depreciation varies between 18-40 years and the methods used are the straight-line and the declining balance. The real estate taxes for this property are $308,504 and the rate used is averaged at $49.30 per $1,000 of assessed valuation. 8. Brooklyn, New York--Livingston Street The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Company's Brooklyn properties. The Company has a long-term lease with the City of New York 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 referred to in the preceding paragraph, and are in full use. (2) The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term expiring in 2013 with renewal options, the last of which expires in 2073). The plot is adjacent to and connected with the Company's Brooklyn properties, which provides the other end of the tunnel with the truck bays in the municipal garage. In the opinion of management, all of the Company's properties are adequately covered by insurance. See Note 11 to the Consolidated Financial Statements of the 2000 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenant, the rental income from which equals 10% or more of the Company's rental income. ITEM 3. LEGAL PROCEEDINGS. There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Consolidated Financial Statements. 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 whom is elected annually) whose present term of office will expire upon the election and qualification of his successor:
FIRST BECAME BUSINESS EXPERIENCE DURING SUCH OFFICER NAME AGE THE PAST FIVE YEARS OR DIRECTOR ---- --- ------------------- ----------- All of the above mentioned officers have been appointed as such by the directors and, except for Mr. Greenblatt, have been employed as Executive Officers of the Company during the past five years. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS. The information appearing under the heading "Common Stock and Dividend Information" on page 19 of the Registrant's 2000 Annual Report to Shareholders is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA. The information appearing under the heading "Summary of Selected Financial Data" on page 2 of the Registrant's 2000 Annual Report to Shareholders is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information appearing under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 17 and 18 of the Registrant's 2000 Annual Report to Shareholders is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The Registrant's Consolidated Financial Statements, together with the report of D'Arcangelo & Co., LLP, Independent Auditors, dated October 12, 2000, appearing on pages 4 through 15 of the Registrant's 2000 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, 7 and 8 hereof, the 2000 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report. 8 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Response to that part of this item relating to Disagreements with Accountants and Financial Disclosures--None. PART III 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 2000 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 2000 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 2000 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" and "Certain Relationships and Related Transactions" in the Definitive Proxy Statement for the 2000 Annual Meeting of Shareholders and such information is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) The following documents are filed as part of this report: 1. The Consolidated Financial Statements and report of D'Arcangelo & Co., LLP, Independent Auditors, dated October 12, 2000, set forth on pages 4 through 15 of the Registrant's 2000 Annual Report to Shareholders. 2. See accompanying Index to Registrant's Financial Statements and Schedules. 9 3. Exhibits: (2) Plan of acquisition, reorganization, arrangement, liquidation or succession--not applicable. (3) Articles of incorporation and by-laws: (i) Certificate of Incorporation, as amended, incorporated by reference to Registrant's Form 8-K dated December 3, 1973. (ii) By-laws, as amended June 1, 1995, incorporated by reference to Registrant's Form 10-K dated October 23, 1995. (iii) Amendment to By-laws, effective November 1, 1999. (4) Instruments defining the rights of security holders, including indentures--see Exhibit (3) above. (9) Voting trust agreement--not applicable. (10) Material contracts: (i) Agreement of Lease dated March 29, 1990 pursuant to which the basement and a portion of the street floor, approximately 32% of the total area of the Registrant's former Jamaica store, has been leased to a tenant for retail space, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (ii) 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 Registrant's former Brooklyn store, has been leased to a tenant for the retail sale of general merchandise and for a restaurant, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (iii) The J. W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrant's Form 10-K dated October 23, 1992 and, as amended, effective August 1, 1993, incorporated by reference to Registrant's Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993. (11) Statement re computation of per share earnings--not applicable. (12) Statement re computation of ratios--not applicable. (13) Annual report to security holders. (16) Letter re change in certifying auditors--not applicable. (18) Letter re change in accounting principles--not applicable. (21) Subsidiaries of the registrant. (22) Published report regarding matters submitted to vote of security holders--not applicable. (24) Power of attorney--none. (28) Information from reports furnished to state insurance regulatory authorities--not applicable. (99) Additional exhibits--none. (b) Reports on Form 8-K -- No reports on Form 8-K were required to be filed by the Registrant during the three months ended July 31, 2000. 10 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. J. W. MAYS, INC. --------------------------------- REGISTRANT) October 18, 2000 By: LLOYD J. SHULMAN --------------------------------- Lloyd J. Shulman Chairman of the Board Principal Executive Officer President Principal Operating Officer October 18, 2000 By: ALEX SLOBODIN --------------------------------- Alex Slobodin Executive Vice President and Treasurer Principal Financial Officer October 18, 2000 By: MARK GREENBLATT --------------------------------- Mark Greenblatt Vice President and Assistant Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- LLOYD J. SHULMAN Chairman of the Board, October 18, 2000 ---------------------------- Chief Executive Officer, Lloyd J. Shulman President, Chief Operating Officer and Director ALEX SLOBODIN Executive Vice President, October 18, 2000 ---------------------------- Treasurer and Director Alex Slobodin LANCE D. MYERS Director October 18, 2000 ---------------------------- Lance D. Myers DEAN L. RYDER Director October 18, 2000 ---------------------------- Dean L. Ryder JACK SCHWARTZ Director October 18, 2000 ---------------------------- Jack Schwartz SYLVIA W. SHULMAN Director October 18, 2000 ---------------------------- Sylvia W. Shulman LEWIS D. SIEGEL Director October 18, 2000 ---------------------------- Lewis D. Siegel
11 INDEX TO REGISTRANT'S FINANCIAL STATEMENTS AND SCHEDULES Reference is made to the following sections of the Registrant's Annual Report to Shareholders for the fiscal year ended July 31, 2000, which are incorporated herein by reference: Report of Independent Auditors (page 15) 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 8-15) PAGE ---- Financial Statement Schedules: Report of Independent Auditors ........................... 12 II Valuation and Qualifying Accounts ........................ 13 III Real Estate and Accumulated Depreciation ................. 14 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 AUDITORS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors and Shareholders J. W. Mays, Inc. and Subsidiaries We have audited the consolidated financial statements of J. W. Mays, Inc. and subsidiaries as of July 31, 2000 and 1999, and for the three years ended July 31, 2000 and have issued our report thereon dated October 12, 2000; such consolidated financial statements and report 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 listed in Item 14(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Corporation's 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. D'ARCANGELO & CO., LLP Purchase, N.Y. October 12, 2000 12
SCHEDULE II J. W. MAYS, INC. VALUATION AND QUALIFYING ACCOUNTS YEAR ENDED JULY 31, ----------------------------------------------- 2000 1999 1998 -------- -------- -------- Allowance for net unrealized gains (losses) on marketable securities: Balance, beginning of period ......................... $206,998 $423,879 $152,151 Additions (Reductions) ............................... (111,881) (216,881) 271,728 -------- -------- -------- Balance, end of period ............................... $ 95,117 $206,998 $423,879 ======== ======== ======== Deferred income tax asset valuation allowance: Balance, beginning of period ......................... $ 9,171 $ 24,991 $ 26,952 (Reductions) ......................................... (9,171) (15,820) (1,961) -------- -------- -------- Balance, end of period ............................... $ -- $ 9,171 $ 24,991 ======== ======== ========
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SCHEDULE III J. W. MAYS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION JULY 31, 2000 ================================================================================================== Col. A Col. B Col. C Col. D -------------------------------------------------------------------------------------------------- Cost Capitalized Initial Cost to Company Subsequent to Acquisition ------------------------------------------------------ Encum- Building & Carrying Description brances Land Improvements Improvements Cost -------------------------------------------------------------------------------------------------- OFFICE AND RENTAL BUILDINGS Brooklyn, New York Fulton Street at Bond Street ..................... $ 174,657 $1,703,157 $ 3,862,454 $ 7,425,015 $ -- Jamaica, New York Jamaica Avenue at 169th Street ............... 3,133,333 -- 3,215,699 9,648,571 -- Fishkill, New York Route 9 at Interstate Highway 84 ................. 2,252,812 467,341 7,212,116 2,110,951 -- Brooklyn, New York Jowein Building Fulton Street and Elm Place ...................... 582,947 1,622,232 770,561 9,414,250 -- Levittown, New York Hempstead Turnpike ......... -- 95,256 200,560 72,990 -- Circleville, Ohio Tarlton Road ............... 879,130 120,849 4,388,456 -- -- ---------- ---------- ----------- ----------- --------- Total (A) .................. $7,022,879 $4,008,835 $19,649,846 $28,671,777 $ -- ========== ========== =========== =========== ========= ==================================================================================================================================== Col A Col. E Col. F Col. G Col. H Col. I ------------------------------------------------------------------------------------------------------------------------------------ Gross Amount at Which Carried Life on Which at Close of Period Depreciation in ----------------------------------------- Latest Income Building & Accumulated Date of Date Satement Is Description Land Improvements Total Depreciation Construction Acquired Computed ------------------------------------------------------------------------------------------------------------------------------------ OFFICE AND RENTAL BUILDINGS Brooklyn, New York Fulton Street at Bond Street $1,703,157 $11,287,469 $12,990,626 $ 5,135,654 Various Various (1) (2) Jamaica, New York Jamaica Avenue at 169th Street -- 12,864,270 12,864,270 5,727,894 1959 1959 (1) (2) Fishkill, New York Route 9 at Interstate Highway 84 467,341 9,323,067 9,790,408 5,103,161 10/74 11/72 (1) Brooklyn, New York Jowein Building Fulton Street and Elm Place 1,622,232 10,184,811 11,807,043 5,957,892 1915 1950 (1) (2) Levittown, New York Hempstead Turnpike 95,256 273,550 368,806 244,458 4/69 6/62 (1) Circleville, Ohio Tarlton Road 120,849 4,388,456 4,509,305 822,836 9/92 12/92 (1) ---------- ----------- ----------- ----------- Total (A) $4,008,835 $48,321,623 $52,330,458 $22,991,895 ========== =========== =========== =========== --------------------- [GRAPHIC OMITTED] (1) Building and improvements 18-40 years (2) Improvements to leased property 3-40 years (A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $781,412 and Accumulated Depreciation thereon of $565,571 at July 31, 2000. YEAR ENDED JULY 31, ---------------------------------------- 2000 1999 1998 ----------- ----------- ----------- S INVESTMENT IN REAL ESTATE Balance at Beginning of Year ....................... $50,621,497 $49,120,806 $48,096,243 Improvements ....................................... 1,708,961 1,500,691 1,024,563 ----------- ----------- ----------- Balance at End of Year ............................. $52,330,458 $50,621,497 $49,120,806 =========== =========== =========== ACCUMULATED DEPRECIATION Balance at Beginning of Year ....................... $22,035,880 $21,097,162 $20,143,617 Additions Charged to Costs and Expenses ............ 956,015 938,718 953,545 ----------- ----------- ----------- Balance at End of Year ............................. $22,991,895 $22,035,880 $21,097,162 =========== =========== ===========
14 EXHIBIT INDEX TO FORM 10-K (2) Plan of acquisition, reorganization, arrangement, liquidation or succession-not applicable (3) (i) Articles of incorporation-incorporated by reference (ii) By-laws-incorporated by reference (iii) Amendment to By-Laws, effective November 1, 1999 (4) Instruments defining the rights of security holders, including indentures-see Exhibit (3) above (9) Voting trust agreement-not applicable (10) Material contracts-(i) through (iii) incorporated by reference (11) Statement re computation of per share earnings-not applicable (12) Statement re computation of ratios-not applicable (13) Annual report to security holders (16) Letter re change in certifying auditors-not applicable (18) Letter re change in accounting principles-not applicable (21) Subsidiaries of the registrant (22) Published report regarding matters submitted to vote of security holders-not applicable (24) Power of attorney-none (28) Information from reports furnished to state insurance regulatory authorities-not applicable (99) Additional exhibits-none EXHIBIT 3 (III) AMENDMENT TO BY-LAWS The Board of Directors, at its meeting held August 18, 1999, by resolution, adopted amendment to the By-Laws of the Company, effective November 1, 1999, to give effect to changing that part of Section 1.1 (Annual Meeting) of the By-Laws, referring to the date for the holding of the annual meeting of shareholders of J.W. Mays, Inc. from the last Tuesday of November of each year, or as soon thereafter as practical, to the second to last or the last Tuesday of November of each year, or as soon thereafter as practical. The purpose of the amendment is to allow for the annual meeting of the shareholders to be held on one of two Tuesdays in the month of November instead of just the last Tuesday. EXHIBIT 13 (COPY OF ANNUAL REPORT TO SHAREHOLDERS ATTACHED HERETO) FISCAL YEAR ENDED JULY 31, 2000 (NEXT PAGE) 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) 15