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SECURITIES AND EXCHANGE COMMISSION S £ J.W. MAYS, INC. 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 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. 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 $7,398,301 as of January 31, 2006 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 15, 2006 was 2,015,780. DOCUMENTS INCORPORATED BY REFERENCE
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: July 31, 2006
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
(Exact name of registrant as specified in its charter)
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)
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
Common Stock, par value
$1 per share
The NASDAQ Stock Market
LLC
Document
Part of Form 10-K
in which the Document is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2006
Parts I and II
Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders
Part III
J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2006
TABLE OF CONTENTS
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 30 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 20% of its employees. 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 Company's 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 Company's 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. Item 1A. Risk Factors. 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 Company's 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, both entities have the same Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Company's 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 Company's significant shareholder, held that the actions of the Company's 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: 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 Company's 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: Risk Factors Summary These are some of the “Risk Factors” that could affect the Company's 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 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.
•
fluctuations in interest rates;
•
worsening of general economic and market conditions; and
•
adverse legal and regulatory developments that may affect a particular business.
Item 2. Properties. The table below sets forth certain information as to each of the properties currently operated by the Company: 1. 2. 3. 4. 5. 6. 7. 8. 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 2006 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. 3
Location
Approximate
Square Feet
Brooklyn, New York
Fulton Street at Bond Street
380,000
Brooklyn, New York
Jowein building
Fulton Street at Elm Place
430,000
Jamaica, New York
Jamaica Avenue at 169th Street
297,000
Fishkill, New York
Route 9 at Interstate Highway 84
203,000
(located on
14.6 acres)
Levittown, New York
Hempstead Turnpike
85,800
Massapequa, New
York
Sunrise Highway
133,400
Circleville, Ohio
Tarlton Road
193,350
(located on
11.6 acres)
Brooklyn, New
York
Truck bays, passage facilities and tunnel-Schermerhorn Street
17,000
Building-Livingston
Street
10,500
Brooklyn, New York—Fulton
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 (3 leases); 6/30/2011 (1 lease); 12/8/2013 (1 lease) which lease
has two thirty-year renewal options through 12/8/2073; 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 renovated 13,026 square
feet for office space for a tenant. The work was completed in June 2006.
The Company is adding two new elevators to its lobby at 9 Bond Street. The
work is anticipated to be completed in the spring of 2007. 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 seventeen tenants of which twelve 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
88,000 square feet of the building are available for lease.
7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 2. 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 3. 4
Occupancy
Lease Expiration
Year
Ended
Rate
Year
Ended
Number of Leases
Area
Sq. Ft.
35.65%
7/31/2008
1
63
38.52%
7/31/2009
2
4,220
42.70%
7/31/2011
10
161,184
51.62%
7/31/2013
1
25,423
56.68%
7/31/2014
1
22,192
7/31/2015
1
7,160
7/31/2016
1
13,026
17
233,268
As of July 31, 2006 the federal
tax basis is $20,356,920 with accumulated depreciation of $6,616,505 for
a net carrying value of $13,740,415. 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 $1,002,253 per year and the rate used is averaged at $11.306
per $100 of assessed valuation.
Brooklyn, New York—Jowein
building, Fulton St. & Elm Place
Approximately 50% of the
property is owned and 50% is leased. The lease is with one landlord and
expires April 30, 2010. There are no renewal options. The Company renovated
15,000 square feet for office space for a tenant. The work was completed
in September 2005. 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 eighteen tenants of which seven are retail stores,
two are fast food restaurants and nine leases are for office space. Approximately
166,000 square feet of the building are available for lease.
Occupancy
Lease Expiration
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
68.65%
7/31/2010
8
116,807
68.65%
7/31/2011
6
69,664
64.08%
7/31/2012
1
15,000
40.86%
7/31/2013
1
10,000
49.20%
7/31/2014
1
5,000
7/31/2016
1
5,500
18
221,971
As of July 31, 2006 the federal
tax basis is $15,734,704 with accumulated depreciation of $6,980,476 for
a net carrying value of $8,754,228. 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 $1,396,385 per year and the rate used is averaged at $11.306
per $100 of assessed valuation.
Jamaica, New York—Jamaica
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 twelve tenants: seven 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 space—one 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.
7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 4. 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 5. 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 5
Occupancy
Lease Expiration
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
80.34%
7/31/2007
4
57,307
60.37%
7/31/2009
1
2,000
70.70%
7/31/2011
1
42,250
76.00%
7/31/2012
1
2,680
71.98%
7/31/2014
1
25,954
7/31/2015
1
24,109
7/31/2016
1
6,021
7/31/2017
2
75,435
12
235,756
As of July 31, 2006 the federal
tax basis is $17,676,069 with accumulated depreciation of $7,646,630 for
a net carrying value of $10,029,439. 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 $347,336 per year and the rate used is averaged at $11.306
per $100 of assessed valuation.
Fishkill, New York—Route
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
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
12.28
%
12.28
%
12.28
%
12.28
%
4.09
%
As of July 31, 2006 the federal
tax basis is $9,608,448 with accumulated depreciation of $6,953,781 for
a net carrying value of $2,654,667. 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 $124,247 per year and the rate used is averaged at $4.11
per $100 of assessed valuation.
Levittown, New York—Hempstead
Turnpike
The Company owns the entire
property. There are plans for the renovation of the space 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 15,000 square
feet of the building available for lease.
Occupancy
Lease
Expiration
Year
Ended
Rate
Year
Ended
Number
of
Leases
Area
Sq. Ft.
100
%
100
%
100
%
16.67
%
—
As of July 31, 2006 the federal tax basis is $298,860 with accumulated depreciation of $274,129 for a net carrying value of $24,731. The lives taken for depreciation vary between 18-40 years and the methods used are the straight-line and the declining balance.
6. 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 7. 7/31/02 7/31/03 7/31/04 7/31/05 7/31/06 8.
The real estate taxes for
this property are $208,077 per year and the rate used is averaged at $815.99
per $100 of assessed valuation.
Massapequa, New York—Sunrise
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.
Occupancy
Lease Expiration
Year
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
100
%
7/31/2009
2
133,400
100
%
100
%
100
%
100
%
The real estate taxes for
this property are $176,765 per year and the rate used is averaged at $746.22
per $100 of assessed valuation.
The Company does not own
this property. Improvements to the property, if any, are made by tenants.
Circleville, Ohio—Tarlton
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
Ended
Rate
Year
Ended
Number of
Leases
Area
Sq. Ft.
100
%
7/31/2011
1
75,000
100
%
100
%
100
%
55.77
%
As of July 31, 2006 the federal
tax basis is $4,388,456 with accumulated depreciation of $1,898,181 for
a net carrying value of $2,490,275. 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 $68,422 per year and the rate used is averaged at $3.72
per $100 of assessed valuation.
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 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
6
In the opinion of management, all of the Company's properties are adequately covered by insurance. See Note 10 to the Consolidated Financial Statements contained in the 2006 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 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
from the City of New York and another landlord 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.
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: Lloyd J. Shulman Mark S. Greenblatt Ward N. Lyke, Jr George Silva 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 Registrant's Common Stock and Related Shareholder Matters. The information appearing under the heading “Common Stock and Dividend Information” on pages 22-23 of the Registrant's 2006 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 2006 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 19 through 22 of the Registrant's 2006 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, 2006, the Company had fixed-rate debt of $7,841,621 and variable rate debt of $6,193,735. 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, $3,379,009 and $980,000, 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 $61,937 for these loans. 8
Name
Age
Business Experience During
the Past Five Years
First Became
Such Officer
or Director
64
President
November,
1978
Co-Chairman of
the Board and President
June, 1995
Chairman of the
Board and President
November,
1996
Director
November,
1977
52
Vice President
August, 2000
Treasurer
August, 2003
Director
August, 2003
Assistant Treasurer
November, 1987
55
Vice President
February,
1984
Assistant Treasurer
August, 2003
56
Vice President
March, 1995
Item. 8. Financial Statements and Supplementary Data. The Registrant's Consolidated Financial Statements, together with the report of D'Arcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2006, appearing on pages 4 through 17 of the Registrant's 2006 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 2006 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 Company's management reviewed the Company's internal controls and procedures and the effectiveness of these controls. As of July 31, 2006, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings. (b) Change to internal controls. There was no change in the Company's internal controls over financial reporting or in other factors during the Company's last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 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. 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 2006 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 2006 Annual Meeting of Shareholders and such information is incorporated herein by reference. 9
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 2006 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 2006 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, D'Arcangelo & Co., LLP, for the fiscal years 2006 and 2005. Audit Fees Tax Fees and Other Fees Total Audit Fees for fiscal year 2006 and fiscal year 2005 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 2006 and fiscal year 2005 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. 10
Fiscal Year
2006
Fiscal Year
2005
$
88,570
$
65,199
18,559
38,801
$
107,129
$
104,000
(a)
The following documents
are filed as part of this report:
1.
The Consolidated Financial
Statements and report of D'Arcangelo & Co., LLP, independent registered
public accounting firm, dated October 6, 2006, set forth on pages 4 through
17 of the Registrant's 2006 Annual Report to Shareholders.
2.
See accompanying Index
to Registrant's Financial Statements and Schedules.
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, incorporated by reference to Registrant's Proxy Statement
dated October 19, 2000.
(4)
Instruments defining
the rights of security holders, including indentures—see Exhibit (3)
above.
11
(9)
Voting trust agreement—not
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 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.
(ii)
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.
(31)
Certifications pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1—Chief Executive
Officer
31.2—Chief Financial
Officer
(32)
Certification pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sect 1350.
(b)
Reports on Form 8-K—A
report on Form 8-K was filed by Registrant during the three months ended
July 31, 2006.
Item reported—The
Company reported its financial results for the three and nine months ended
April 30, 2006.
Date of report filed—June
9, 2006.
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. October
12, 2006 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. 12
October 12, 2006
By:
LLOYD
J. SHULMAN
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
October 12, 2006
By:
MARK
S. GREENBLATT
Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer
By:
WARD
N. LYKE,
JR.
Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer
Signature
Title
Date
LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman of the Board, Chief Executive
Officer, President, Chief Operating
Officer and Director
October 12, 2006
MARK S. GREENBLATT
Mark S. Greenblatt
Vice President, Treasurer and Director
October 12, 2006
LANCE D. MYERS
Lance D. Myers
Director
October 12, 2006
DEAN L. RYDER
Dean L. Ryder
Director
October 12, 2006
JACK SCHWARTZ
Jack Schwartz
Director
October 12, 2006
SYLVIA W. SHULMAN
Sylvia W. Shulman
Director
October 12, 2006
LEWIS D. SIEGEL
Lewis D. Siegel
Director
October 12, 2006
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, 2006, which are incorporated herein by reference: Report of Independent Registered Public Accounting Firm (page 17) 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 8-16) II III 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, 2006 and 2005, and for the three years in the period ended July 31, 2006 and have issued our report thereon dated October 6, 2006; 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 Company'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 13
Page
Report of Independent Registered
Public Accounting Firm on Financial Statement Schedules
13
Valuation and Qualifying
Accounts
14
Real Estate and Accumulated
Depreciation
15
FINANCIAL STATEMENT SCHEDULES
J.W. Mays, Inc. and Subsidiaries
Purchase, N.Y.
October 6, 2006
SCHEDULE II J.W. MAYS, INC. Allowance for net unrealized gains on marketable securities: Balance, beginning of period Additions (reductions) Balance, end of period 14
VALUATION AND QUALIFYING ACCOUNTS
Year Ended July 31,
2006
2005
2004
$
1,764,264
$
1,773,562
$
1,562,901
(1,716,516
)
(9,298
)
210,661
$
47,748
$
1,764,264
$
1,773,562
SCHEDULE III J.W. MAYS, INC. Office
and Rental Buildings Brooklyn,
New York Jamaica,
New York Fishkill,
New York Brooklyn,
New York Levittown,
New York Hempstead Turnpike Circleville,
Ohio Investment in Real Estate Balance at Beginning of Year Improvements Balance at End of Year Accumulated Depreciation Balance at Beginning of Year Additions Charged to Costs and Expenses Balance at End of Year 15
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2006
Col.
A
Col.
D
Col.
E
Col.
G
Col.
I
Description
brances Cost
Capitalized
Subsequent to AcquisitionGross
Amount at Which Carried
At Close of Period
Accumulated
Depreciation
Date
of
Construction
Date
Acquired
Life
on Which
Depreciation in
Latest Income
Statement is
Computed
Improvements Improvements
Carried
Cost
Land
Building
&
Improvements
Total
Fulton Street at Bond Street
$
3,379,009
$
3,713,494
$
6,503,468
$
15,670,717
$
—
$
3,713,494
$
22,174,185
$
25,887,679
$
6,961,729
Various
Various
(1) (2)
Jamaica Avenue at 169th Street
4,272,785
—
3,215,699
14,356,247
—
—
17,571,946
17,571,946
7,522,633
1959
1959
(1) (2)
Route 9 at Interstate
Highway 84
1,834,726
594,723
7,212,116
2,438,652
—
594,723
9,650,768
10,245,491
6,538,174
10/74
11/72
(1)
Jowein Building Fulton Street and Elm Place
2,195,752
1,622,232
770,561
14,964,143
—
1,622,232
15,734,704
17,356,936
7,612,340
1915
1950
(1) (2)
—
95,256
200,560
98,300
—
95,256
298,860
394,116
263,335
4/69
6/62
(1)
Tarlton Road
—
120,849
4,388,456
—
—
120,849
4,388,456
4,509,305
1,481,103
9/92
12/92
(1)
Total(A)
$
11,682,272
$
6,146,554
$
22,290,860
$
47,528,059
$
—
$
6,146,554
$
69,818,919
$
75,965,473
$
30,379,314
(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 $978,571 and Accumulated Depreciation thereon of $770,622 at July 31, 2006.
Year Ended July 31,
2006
2005
2004
$
73,265,390
$
67,404,633
$
59,411,145
2,700,083
5,860,757
7,993,488
$
75,965,473
$
73,265,390
$
67,404,633
$
28,895,827
$
27,497,555
$
26,240,399
1,483,487
1,398,272
1,257,156
$
30,379,314
$
28,895,827
$
27,497,555
EXHIBIT INDEX TO FORM 10-K (2) (3) (4) (9) (10) (11) (12) (13) (16) (18) (21) (22) (24) (28) (31) (32) EXHIBIT 13 16
Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable
(i) Certificate of incorporation—incorporated by reference
(ii) By-laws—incorporated by reference
(iii) Amendment to By-laws, effective November 1, 1999—incorporated by reference
Instruments defining the rights of security holders, including indentures—see Exhibit (3) above
Voting trust agreement—not applicable
Material contracts—(i) and (ii) incorporated by reference
Statement re computation of per share earnings—not applicable
Statement re computation of ratios—not applicable
Annual report to security holders
Letter re change in certifying auditors—not applicable
Letter re change in accounting principles—not applicable
Subsidiaries of the registrant
Published report regarding matters submitted to vote of security holders—not applicable
Power of attorney—none
Information from reports furnished to state insurance regulatory authorities—not applicable
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
(Copy of Annual Report to Shareholders attached hereto)
Fiscal Year Ended July 31, 2006
(NEXT PAGE)
J.W. MAYS, INC.
Annual
Report 2006 Year Ended July 31, 2006 |
J.W. MAYS, INC.
Contents
Page
No.
Summary
of Selected Financial Data
2
The
Company
2
Message
to Shareholders
3
Consolidated
Balance Sheets
4-5
Consolidated
Statements of Income and Retained Earnings
6
Consolidated
Statements of Comprehensive Income
6
Consolidated
Statements of Cash Flows
7
Notes
to Consolidated Financial Statements
8-16
Report
of Management
17
Report
of Independent Registered Public Accounting Firm
17
Five
Year Summary of Consolidated Operations
18
Management's
Discussion and Analysis of Financial Condition and Results of Operations
19-22
Controls
and Procedures
22
Quarterly
Financial Information (Unaudited)
22
Common
Stock and Dividend Information
22-23
Officers
and Directors
24
Executive
Offices
9 Bond
Street, Brooklyn, N.Y. 11201-5805
Transfer
Agent and Registrar
American
Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038-4502
Special
Counsel
Holland
& Knight LLP
195 Broadway
New York, N.Y. 10007-3189
Independent
Registered Public Accounting Firm
D'Arcangelo
& Co., LLP
3000 Westchester Avenue
Purchase, N.Y. 10577-2538
Annual
Meeting
The Annual
Meeting of Shareholders will be
held on Tuesday, November 21, 2006, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.
J.W. MAYS,
INC. Average common shares outstanding for fiscal 2006, 2,015,780; 2005, 2,015,780; 2004, 2,015,780; 2003, 2,026,855; 2002, 2,033,280. 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, 2006. 2
Summary of Selected Financial Data
(dollars
in thousands except per share data)
2006
2005
2004
2003
2002
Rental
Income
$
13,470
$
12,879
$
14,025
$
13,120
$
12,533
Rental Income—Affiliated Company
—
—
—
70
462
Recovery
of Real Estate Taxes
196
—
—
—
69
Gain (loss) on Disposition of Fixed Assets
—
4
(4
)
—
—
Total Revenues
13,666
12,883
14,021
13190
13,064
Net Income
1,433
348
1,135
1,147
1,254
Real Estate-Net
45,586
44,370
39,907
33,171
32,094
Total Assets
57,290
57,177
51,809
48,346
48,266
Long-Term Debt:
Mortgages
Payable
10,697
12,476
7,830
5,261
7,779
Note Payable
1,000
1,000
—
—
—
Other
1,031
925
641
569
399
Total
12,728
14,401
8,471
5,830
8,178
Shareholders'
Equity
37,639
37,339
36,996
35,705
34,652
Net
Income Per Common Share
$
.71
$
.17
$
.56
$
.57
$
.62
Cash
Dividends Declared Per Share
—
—
—
—
—
J.W. MAYS,
INC. The financial position of our Company continued to be positive during the fiscal year ended July 31, 2006 with profits earned in three of the four quarters. In fiscal 2006, our revenues were $13,666,177 compared to $12,882,965 in the 2005 fiscal year. Net income for fiscal 2006 was $1,433,382 or $.71 per share. This compares to net income of $348,368 or $.17 per share for fiscal 2005. During fiscal 2006, the Company leased 10,000 square feet for office use to one tenant in the Company's Jowein building in Brooklyn, New York. Rent commenced in October 2005. The Company also leased 13,026 square feet for office use to a tenant in the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced August 2006. The Company also entered into three lease agreements with an existing tenant at the Company's 9 Bond Street building in Brooklyn, New York. One lease agreement is for 12,000 square feet and will be used for offices, and the rent commenced in March 2006. The second lease agreement is for 2,505 square feet and will be used as part of the tenant's retail operation, and the rent commenced in November 2005. The third lease agreement is for 7,411 square feet and will be used for office
space, and the rent commenced in October 2006. In August and September 2006, the Company entered into three additional lease agreements. Two of the agreements were for retail use at the Company's 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 is anticipated to commence in June 2007 and November 2006, respectively. 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 Company's Jowein building in Brooklyn, New York. Rent is anticipated to commence in November 2006. The costs of construction to the Company for these tenants will be
minor. The increased rentals from the additional tenants and the Company's multiple draw term loan should adequately cover the Company's 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 6, 2006 3
To
Our Shareholders:
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
J.W. MAYS,
INC. Property and Equipment-at cost (Notes 1 and 3): Buildings and improvements Improvements to leased property Fixtures and equipment Land Other Construction in progress Less accumulated depreciation and amortization Property and equipment-net Current Assets: Cash and cash equivalents (Notes 9 and 10) Marketable securities (Notes 1, 2 and 10) Receivables (Note 6) Income taxes refundable (Notes 1 and 4) Deferred income taxes (Notes 1 and 4) Security deposits Prepaid expenses Total current assets Other Assets: Deferred charges (Notes 1 and 11) Less accumulated amortization (Notes 1 and 11) Net Receivables Security deposits Unbilled receivables (Note 1) Marketable securities (Notes 1, 2 and 10) Total other assets TOTAL ASSETS See Notes to Consolidated Financial Statements. 4
Consolidated
Balance Sheets
July 31,
2006 and 2005
Assets
2006
2005
$
60,601,064
$
57,368,282
9,158,009
9,158,009
721,099
719,322
6,146,554
6,146,554
257,472
257,472
59,846
592,545
76,944,044
74,242,184
31,149,936
29,605,517
45,794,108
44,636,667
2,335,328
522,897
45,942
45,668
86,199
141,192
—
234,616
131,000
104,000
8,297
66,998
1,722,222
1,552,114
4,328,988
2,667,485
2,761,585
2,830,730
1,301,110
1,188,451
1,460,475
1,642,279
6,267
—
1,337,900
1,233,116
4,204,567
4,422,984
158,000
2,574,514
7,167,209
9,872,893
$
57,290,305
$
57,177,045
Liabilities and Shareholders' Equity Long-Term Debt: Mortgages and term loan payable (Notes 3 and 10) Note payable—related party (Notes 10 and 13) Security deposits payable (Note 10) Total long-term debt Deferred Income Taxes (Notes 1 and 4) Current Liabilities: Accounts payable Payroll and other accrued liabilities (Note 7) Income taxes payable Other taxes payable Current portion of mortgages and term loan payable (Notes 3 and 10) Current portion of security deposits payable (Note 10) Total current liabilities Total liabilities Shareholders' Equity: Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued) Additional paid in capital Unrealized gain on available-for-sale securities—net of deferred taxes of $16,000 at July 31, 2006 and $600,000 at July 31, 2005. (Notes 1, 2 and 4) Retained earnings Less common stock held in treasury, at cost-162,517 shares at July 31, 2006 and July 31, 2005 (Note 12) Total shareholders' equity Commitments (Notes 5 and 6) and Contingencies (Note 14) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY See Notes to Consolidated Financial Statements. 5
2006
2005
$
10,696,864
$
12,476,347
1,000,000
1,000,000
1,030,800
924,341
12,727,664
14,400,688
2,445,000
3,151,000
61,908
65,539
1,269,578
1,133,918
794,314
—
5,645
5,188
2,338,492
1,015,173
8,297
66,998
4,478,234
2,286,816
19,650,898
19,838,504
2,178,297
2,178,297
3,346,245
3,346,245
31,748
1,164,264
33,370,969
31,937,587
38,927,259
38,626,393
1,287,852
1,287,852
37,639,407
37,338,541
$
57,290,305
$
57,177,045
J.W. MAYS,
INC. Revenues Rental income (Notes 1 and 6) Recovery of real estate taxes Gain (loss) on disposition of equipment Total revenues Expenses Real estate operating expenses (Note 5) Administrative and general expenses Depreciation and amortization (Note 1) Total expenses Income from operations before investment income, interest expense, other expenses and income taxes Investment income, interest expense and other expenses: Investment income (Notes 1 and 2) Interest expense (Notes 3 and 9) Income before income taxes Income taxes provided (Notes 1 and 4) Net income Retained earnings, beginning of year Retained earnings, end of year Income per common share (Note 1) Dividends per share Average common shares outstanding See Notes to Consolidated Financial Statements. Consolidated Statements of Comprehensive Income Net income Other comprehensive income, net of tax Unrealized gain (loss) on available-for-sale securities, net of taxes (benefit) of ($584,000), ($3,000), and $55,000 for the fiscal years 2006, 2005 and 2004, respectively Reclassification adjustment Net change in comprehensive income Comprehensive income See Notes to Consolidated Financial Statements. 6
Consolidated
Statements of Income and Retained Earnings
Years Ended July 31,
2006
2005
2004
$
13,470,572
$
12,879,226
$
14,024,924
195,605
—
—
—
3,739
(4,353
)
13,666,177
12,882,965
14,020,571
7,855,318
7,321,272
7,715,493
3,011,080
2,764,210
2,771,106
1,544,419
1,464,883
1,317,522
12,410,817
11,550,365
11,804,121
1,255,360
1,332,600
2,216,450
2,107,616
84,307
253,116
(970,594
)
(725,539
)
(547,100
)
1,137,022
(641,232
)
(293,984
)
2,392,382
691,368
1,922,466
959,000
343,000
787,000
1,433,382
348,368
1,135,466
31,937,587
31,589,219
30,453,753
$
33,370,969
$
31,937,587
$
31,589,219
$
.71
$
.17
$
.56
—
—
—
2,015,780
2,015,780
2,015,780
Years Ended July 31,
2006
2005
2004
$
1,433,382
$
348,368
$
1,135,466
878,040
(6,298
)
250,275
(2,010,556
)
—
(94,614
)
(1,132,516
)
(6,298
)
155,661
$
300,866
$
342,070
$
1,291,127
J.W. MAYS,
INC. Cash Flows From Operating Activities Net Income Adjustments to reconcile net income to net cash provided by operating activities: Deferred income taxes Realized (gain) on marketable securities (Gain) loss on disposition of equipment Depreciation and amortization Amortization of deferred expenses Other assets—deferred expenses —unbilled
receivables —receivables Changes in: Receivables Prepaid expenses Income taxes refundable Accounts payable Payroll and other accrued liabilities Income taxes payable Other taxes payable Net cash provided by operating activities Cash Flows From Investing Activities Acquisition of property and equipment Security deposits Marketable securities: Receipts from sales or maturities Payments for purchases Proceeds from sale of equipment Net cash (used) by investing activities Cash Flows From Financing Activities Borrowings—security broker Payments—security broker Increase—security deposits Borrowings—mortgage and other debt Payments—mortgage and other debt payments Net cash provided (used) by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See Notes to Consolidated Financial Statements. 7
Consolidated
Statements of Cash Flows
Years Ended July 31,
2006
2005
2004
$
1,433,382
$
348,368
$
1,135,466
(149,000
)
(46,000
)
22,000
(2,010,556
)
—
(94,614
)
—
(3,739
)
4,353
1,544,419
1,464,883
1,317,522
474,691
310,695
519,058
(292,887
)
(903,885
)
(232,390
)
218,417
(106,318
)
(68,854
)
(6,267
)
—
—
54,993
40,215
252,088
(170,108
)
(19,951
)
30,835
234,616
(107,705
)
83,471
(3,631
)
(22,042
)
40,752
135,660
197,870
(149,933
)
794,314
—
—
457
424
500
2,258,500
1,152,815
2,860,254
(2,701,860
)
(5,951,312
)
(8,009,968
)
(46,083
)
(162,813
)
(244,029
)
2,710,554
—
1,877,354
(274
)
(273
)
(284
)
—
7,478
16,500
(37,663
)
(6,106,920
)
(6,360,427
)
567,422
981,062
3,151,518
(567,422
)
(2,415,087
)
(1,717,493
)
47,758
234,012
168,070
559,009
6,720,000
1,350,000
(1,015,173
)
(646,274
)
(711,077
)
(408,406
)
4,873,713
2,241,018
1,812,431
(80,392
)
(1,259,155
)
522,897
603,289
1,862,444
$
2,335,328
$
522,897
$
603,289
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 Company's financial statements in accordance with GAAP requires management to make estimates that affect the reported consolidated statements of income and retained earnings, comprehensive income and the consolidated balance sheets and related disclosures. Actual results could differ from those estimates. 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, 2006. 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 Improvements
to leased property Fixtures
and equipment Other Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized. The cost of assets sold or retired and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's estimated useful life. The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31, 2006 and 2005, 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
18-40
years
3-40
years
7-12
years
3-5
years
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. INCOME TAXES: Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. Deferred tax assets result principally from the recording of certain accruals 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 2006, 2005 and 2004. 2. Marketable Securities: As of July 31, 2006 and 2005, the Company's marketable securities were classified as follows: Current: Held-to-Maturity: Non-current: Available-for-sale: Investment income for the years ended July 31, 2006, 2005 and 2004 consists of the following: Interest
income Dividend
income Gain
on sale of securities Total 9
2006
2005
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Certificate of deposit
$
45,942
$
—
$
—
$
45,942
$
45,668
$
—
$
—
$
45,668
Equity securities
$
110,252
$
47,748
$
—
$
158,000
$
810,250
$
1,764,264
$
—
$
2,574,514
2006
2005
2004
$
28,037
$
9,446
$
14,085
69,023
74,861
144,417
2,010,556
—
94,614
$
2,107,616
$
84,307
$
253,116
3. Long-Term Debt—Mortgages and Term Loan: Mortgages: Jamaica, New York property Jamaica, New York property Jowein building, Brooklyn, NY Fishkill, New York property Bond St. building, Brooklyn, NY Term loan payable to bank Jowein building, Brooklyn, NY Total (a) The Company, on September 11, 1996, closed a loan with a bank in the amount of $4,000,000. The loan is secured by a first mortgage lien covering the entire leasehold interest of the Company, as tenant, in a certain ground lease and building in the Jamaica, New York property. The outstanding balance of the loan, totaling $1,355,555, will become due and payable on April 1, 2007. (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 will become due and payable on October 1, 2006. The Company has the option to extend this loan for an additional five (5) years. The interest rate for the extended period will be 2.25% above the 5-year treasury rate in effect on the first maturity date. The Company exercised its option to extend the loan for the additional five (5) years. At the end of the five-year period there will be a balance due on the loan, which will be determined when the interest rate is finalized. Payments are made, in arrears, on the first day of each and every month calculated during the ten (10) year period of the term loan, at the sum of the interest rate plus amortization sufficient to fully liquidate the loan over a fifteen (15) year period. As additional collateral security, the Company will conditionally assign to the bank all leases and rents on the premises, or portions thereof, whether now existing or hereafter consummated. The Company has an option to prepay 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 Company's 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 funds were used to purchase a one-half interest in a property that is part of the Company's Brooklyn, New York building (Bond Street building). 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 10
July 31, 2006
July 31, 2005
Current
Annual
Interest
Rate
Final
Payment
Date
Due
Within
One Year
Due
After
One Year
Due
Within
One Year
Due
After
One Year
(a)
5 %
4/01/07
$
1,533,333
$
—
$
266,667
$
1,533,333
(b)
6.98%
10/01/11
190,899
2,548,553
178,937
2,739,452
(c)
9 %
4/01/09
53,621
1,162,131
49,055
1,215,752
(d,e)
Variable
2/18/08
—
1,834,726
—
1,834,726
(e)
Variable
2/18/08
—
3,379,009
—
2,820,000
(f)
6.50%
5/01/10
320,639
1,032,445
300,514
1,353,084
(g)
Variable
8/01/10
240,000
740,000
220,000
980,000
$
2,338,492
$
10,696,864
$
1,015,173
$
12,476,347
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 York's seven-year (7) fixed interest rate plus 2.25% per annum. (See Note 3(e)). (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 Company's Brooklyn, New York (Bond Street building) and Fishkill, New York properties. The loan also refinanced the existing mortgage on the Company's 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 York's 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 Company's 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 Company's Bond Street building in Brooklyn, New York. On May 9, 2006, the Company drew down an additional $559,009 on its multiple draw term loan to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. The outstanding balance as of July 31, 2006 was $5,213,735. (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 was used to finance the construction costs and brokerage commissions associated with the leasing of 28,801 square feet for office use to a tenant at the Company's Jowein building, in Brooklyn, New York. 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 will be 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 Company's Jowein building in Brooklyn, New York. The loan will be 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. Maturities of long-term debt-mortgages payable outstanding at July 31, 2006, are as follows: Years ending July 31, 2007 (included in current liabilities); $2,338,492; 2008; $6,059,828; 2009; $1,929,305; 2010; $802,616; 2011; $275,098; and 2012; $1,630,017. Interest paid to related parties for the three years ended July 31, 2006 was $111,840, $120,179, and $44,862, respectively. 11
4. Income Taxes: Significant components of the Company's deferred tax assets and liabilities as of July 31, 2006 and 2005 are a result of temporary differences related to the items described as follows: Rental income received in advance Unbilled receivables Property and equipment Unrealized gain on marketable securities Other 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, 2006. Income taxes provided for the years ended July 31, 2006, 2005 and 2004 consist of the following: Current: Federal State and City Prior: State and City Deferred taxes (benefit) Total provision Components of the deferred tax provision for the years ended July 31, 2006, 2005 and 2004 consist of the following: Book depreciation (under) tax depreciation Reduction (increase) of rental income received in advance Increase (decrease) in unbilled receivables Capital loss carry forward Increase in impairment of marketable securities Other 12
2006
2005
Deferred
Tax Assets
Deferred
Tax Liabilities
Deferred
Tax Assets
Deferred
Tax Liabilities
$
118,833
$
—
$
82,604
$
—
—
1,429,553
—
1,503,815
—
999,764
—
1,048,421
—
16,234
—
599,850
20,772
—
22,482
—
$
139,605
$
2,445,551
$
105,086
$
3,152,086
2006
2005
2004
$
786,824
$
218,665
$
506,500
289,449
170,335
258,500
31,727
—
—
(149,000
)
(46,000
)
22,000
$
959,000
$
343,000
$
787,000
2006
2005
2004
$
(48,657
)
$
(57,105
)
$
(45,913
)
(36,229
)
(31,010
)
32,239
(74,262
)
36,149
23,410
—
—
(8,506
)
—
—
16,962
10,148
5,966
3,808
$
(149,000
)
$
(46,000
)
$
22,000
Taxes provided for the years ended July 31, 2006, 2005 and 2004 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows: Income before income taxes Dividends received deduction Other-net Adjusted pre-tax income Statutory rate Income tax provision at statutory rate State and City income taxes, net of federal income tax benefit Income taxes provided 5. Leases: The Company's 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 25 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, 2006 was exceeded by sublease rental income, as follows: Minimum rental expense Contingent rental expense Sublease rental income Excess of sublease income over expense Rent expense paid to an affiliate principally owned by certain directors of the Company totaled $273,300 for fiscal year ended July 31, 2006, and $169,800 for fiscal years ended July 31, 2005 and 2004. 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: 2007 2008 2009 2010 Total
required* * Minimum payments have not been reduced by minimum sublease rentals of $37,297,209 under operating leases due in the future under non-cancelable leases. 13
2006
2005
2004
$
2,392,382
$
691,368
$
1,922,466
(48,316
)
(52,403
)
(100,000
)
(28,923
)
6,962
11,100
$
2,315,143
$
645,927
$
1,833,566
34%
34%
34%
$
787,150
$
219,620
$
623,420
171,850
123,380
163,580
$
959,000
$
343,000
$
787,000
2006
2005
2004
$
1,212,338
$
1,119,336
$
1,230,929
1,351,183
1,339,355
1,316,308
2,563,521
2,458,691
2,547,237
7,248,000
6,947,617
7,580,001
$
4,684,479
$
4,488,926
$
5,032,764
Fiscal
Year
Operating
Leases
$
1,747,765
1,747,765
1,689,947
1,349,925
890,237
After 2011
9,107,391
$
16,533,030
6. Rental Income: Rental income for each of the fiscal years 2006, 2005 and 2004 is as follows: Minimum rentals Company owned property Leased property Contingent rentals Company owned property Leased property Total Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows: 2007 2008 2009 2010 2011 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, 2006, and 2005 consist of the following: Payroll Interest Professional fees Rents received in advance Utilities Brokers commissions Construction costs Other Total 14
July 31,
2006
2005
2004
$
5,634,643
$
5,376,270
$
5,418,020
6,378,907
6,048,649
6,391,641
12,013,550
11,424,919
11,809,661
587,929
555,339
1,026,903
869,093
898,968
1,188,360
1,457,022
1,454,307
2,215,263
$
13,470,572
$
12,879,226
$
14,024,924
Fiscal
Year
Company
Owned Property
Leased
Property
Total
$
5,627,108
$
6,173,241
$
11,800,349
5,149,060
5,973,969
11,123,029
4,822,465
5,671,534
10,493,999
4,337,370
5,090,825
9,428,195
2,972,273
3,932,875
6,905,148
After 2011
3,493,417
10,454,765
13,948,182
Total
$
26,401,693
$
37,297,209
$
63,698,902
2006
2005
$
160,870
$
144,345
90,560
76,931
90,789
97,097
349,508
242,953
61,600
57,400
253,167
194,488
105,712
188,000
157,372
132,704
$
1,269,578
$
1,133,918
8. Employee's Retirement Plan: The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its employees. Operations were charged $291,306, $287,777 and $265,174 as contributions to the Plan for fiscal years 2006, 2005 and 2004, 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: Interest paid, net of capitalized interest of $49,279 (2006) and $24,966 (2005) Income taxes paid 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 Company's 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. Cash and cash equivalents Marketable securities Security deposits payable Mortgages, notes and term loan payable 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-eight tenants, of which one tenant accounted for 16.85% and another tenant accounted for 13.23% of rental income during the year ended July 31, 2006. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2006. The Company has two irrevocable letters of credit totaling $137,500 at July 31, 2006 and July 31, 2005, provided by two tenants. 15
Years
Ended July 31,
2006
2005
2004
$
942,537
$
700,438
$
539,414
$
93,530
$
496,705
$
681,529
July 31,
2006
Carrying
Value
Fair
Value
$
2,335,328
$
2,335,328
$
203,942
$
203,942
$
1,039,097
$
1,039,097
$
14,035,356
$
12,956,685
11. Deferred Charges: Deferred charges for the fiscal years ended July 31, 2006 and 2005 consist of the following: Leasing brokerage commissions Professional fees for leasing Financing costs Other Total The aggregate amortization expense for the three years in the period ended July 31, 2006 was $474,691, $310,695, and $519,058, respectively. The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows: 2007 2008 2009 2010 2011 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, 2006 and at July 31, 2005. 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 Company's 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, 2006 and 2005 was $75,000 and $46,875, respectively. 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 Company's Consolidated Financial Statements. 16
July 31, 2006
July 31, 2005
Gross Carrying
Amount
Accumulated Amortization
Gross Carrying
Amount
Accumulated Amortization
$
1,694,004
$
673,038
$
1,656,326
$
537,918
368,510
216,291
429,836
265,178
683,780
411,781
625,115
344,914
15,291
—
119,453
40,441
$
2,761,585
$
1,301,110
$
2,830,730
$
1,188,451
Fiscal
Year
$
274,342
$
213,775
$
212,505
$
206,479
$
171,583
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, D'Arcangelo & 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, 2006 and 2005, 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, 2006. These consolidated financial statements are the responsibility of the Company's 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, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2006, in conformity with U.S. generally accepted accounting principles. D'ARCANGELO & CO., LLP 17
J.W. Mays, Inc. and Subsidiaries
Purchase, New York
October 6, 2006
J.W. MAYS, INC. Five Year Summary of Consolidated Operations Revenues Rental income Rental income-affiliated company Recovery of real estate taxes Gain (loss) on disposition of fixed assets Total revenues Expenses Real estate operating expenses Administrative and general expenses Bad debts (recovery) Depreciation and amortization Total expenses Income from operations before investment income, interest expense, other expenses and income taxes Investment income, interest expense and other expenses: Loss on disposition of asset Investment income Interest expense Income before income taxes Income taxes provided Net Income Net income per common share Dividends per share Average common shares outstanding 18
(dollars in thousands except per share data)
Years Ended July 31,
2006
2005
2004
2003
2002
$
13,470
$
12,879
$
14,025
$
13,120
$
12,533
—
—
—
70
462
196
—
—
—
69
—
4
(4
)
—
—
13,666
12,883
14,021
13,190
13,064
7,855
7,321
7,716
6,915
6,025
3,011
2,764
2,771
2,930
2,600
—
—
—
(163
)
483
1,545
1,465
1,318
1,201
1,142
12,411
11,550
11,805
10,883
10,250
1,255
1,333
2,216
2,307
2,814
—
—
—
(80
)
—
2,108
84
253
300
233
(971
)
(726
)
(547
)
(548
)
(674
)
1,137
(642
)
(294
)
(328
)
(441
)
2,392
691
1,922
1,979
2,373
959
343
787
832
1,119
$
1,433
$
348
$
1,135
$
1,147
$
1,254
$
.71
$
.17
$
.56
$
.57
$
.62
—
—
—
—
—
2,015,780
2,015,780
2,015,780
2,026,855
2,033,280
J.W. MAYS, INC. 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 Company's 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 Company's 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 Company's 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. 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 Company's 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. Fiscal 2005 Compared to Fiscal 2004 Net income for the year ended July 31, 2005 amounted to $348,368, or $.17 per share, compared to net income for the year ended July 31, 2004 of $1,135,466, or $.56 per share. Revenues in fiscal 2005 decreased to $12,882,965 from $14,020,571 in the comparable 2004 fiscal year. The decrease in revenues was due to the New York City Department of Finance vacating the Company's Jowein building in Brooklyn, New York in June 2004, and the tenant vacating the Levittown, New York premises in September 2004, partially offset by the revenues from the Company's leasing to two office tenants at its Bond Street building in Brooklyn, New York, the leasing to three office tenants at its Jowein building in Brooklyn, New York, and the leasing to a retail tenant at its Jamaica, New York building. Real estate operating expenses in fiscal 2005 decreased to $7,321,272 from $7,715,493 in the comparable 2004 year primarily due to decreases in rental expense, insurance costs, maintenance costs, leasing commissions and licenses and permits, partially offset by increases in real estate taxes, payroll costs, and utility costs. Administrative and general expenses in fiscal 2005 decreased to $2,764,210 from $2,771,106 in the comparable 2004 year primarily due to decreases in medical costs and legal and professional costs, partially offset by an increase in payroll costs. Depreciation and amortization expense in fiscal 2005 increased to $1,464,883 from $1,317,522 in the comparable 2004 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. Interest expense and other expenses exceeded investment income by $641,232 in fiscal 2005 and by $293,984 in the comparable 2004 year. The increase was due primarily to increased interest expense on the 19
Management's Discussion and Analysis of Financial Condition and
Results of Operations
additional loans with banks, a note payable from a director, a decrease in income due to the gains on the sale of the Company's marketable securities in the 2004 year, and a decrease in dividend income due to the sale of the Company's marketable securities, partially offset by scheduled repayments of debt. The income tax provision for the year ended July 31, 2005 is approximately fifty percent of income before income taxes, compared to approximately forty-one percent in the year ended July 31, 2004. The increase in the tax percent was caused by the state and city tax provision in the year ended July 31, 2005 being based on capital and in the year ended July 31, 2004, it was based on income. Liquidity and Capital Resources: The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989. Management considers current working capital and borrowing capabilities adequate to cover the Company's planned operating and capital requirements. The Company's cash and cash equivalents amounted to $2,335,328 at July 31, 2006. In March 2005 and in October 2005, the Company leased 15,000 square feet and 10,000 square feet, respectively, for office use to two tenants at the Company's Jowein building in Brooklyn, New York. This space was a portion of the space previously leased to the City of New York Department of Finance, which vacated the premises in June 2004. Rent commenced in October 2005 for both tenants. The Company also leased 13,026 square feet for office use to a tenant in the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced in August 2006. The Company, in August 2005, entered into two lease agreements with an existing tenant at the Company's 9 Bond Street building in Brooklyn, New York. One lease agreement is for 12,000 square feet and will be used for offices and the rent commenced in March 2006. The other lease agreement is for 2,505 square feet and will be used as part of the tenant's retail operation, and rent commenced in November 2005. The Company, in March 2006, leased an additional 7,411 square feet to this same tenant for office space at the Company's 9 Bond Street building in Brooklyn, New York. Rent commenced in October 2006. The Company was informed by a tenant, who occupies 47,100 square feet of rental space at 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 February 28, 2006. The annual loss in rental income to the Company will be approximately $600,000. The Company was informed by a tenant at the Company's Jamaica, New York property of its intention to vacate the premises in June 2006. The annual loss in rental income from this tenant is approximately $300,000. The lease with the tenant that leased the entire premises at the Company's Circleville, Ohio building, under a triple-net lease, lease extension and modification expired September 30, 2005. The tenant entered into a further lease extension and modification agreement for part of the premises, 75,000 square feet, for a period of five years, with a right to cancel after three years, to expire on November 11, 2010. The Company has engaged brokers to pursue tenants for the remaining 118,000 square feet of space available for leasing. The Company is also considering selling its Circleville, Ohio property in order to produce additional working capital in case additional capital requirements becomes necessary. On October 11, 2005, a tenant in our Jowein building filed for Chapter 11 protection. This tenant accounted for 5% of our annual income for the year ended July 31, 2006. Pursuant to an amendment to the lease and the assumption and assignment of the lease to PLVTZ, LLC and the Pride Capital Group (d/b/a Great American Group) (“PLVTZ”), the Company has assigned the Lease to PLVTZ and reduced the rent payable under the lease by 12% for the first year ($84,905) commencing April 1, 2006 (“Commencement Date”), and 10% during the second year ($70,754) after the Commencement Date. In addition, the Company has agreed to waive certain pre-petition arrears owed by the tenant ($49,427). The tenant at the Company's Fishkill, New York property, whose lease expired on November 26, 2005, did not renew the lease and vacated the premises. The annual loss in rental income from this tenant is approximately $180,000. The Company is actively seeking, through brokers, tenants to occupy the vacated space. On May 9, 2006, the Company drew down an additional $559,009 on its multiple draw term loan, to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building 20
in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. (See Note 3(e) to the Consolidated Financial Statements). In August and September 2006, the Company entered into three additional lease agreements. Two of the lease agreements were for retail use at the Company's 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 is anticipated to commence in June 2007 and November 2006, respectively. 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 Company's Jowein building in Brooklyn, New York. Rent is anticipated to commence in November 2006. The cost of construction to the Company for these tenants will
be minor. Contractual Obligations: At July 31, 2006, the Company had certain contractual cash obligations, as set forth in the following tables: Mortgages payable Note payable Security deposits payable Operating leases Total contractual cash obligations Cash Flows From Operating Activities: Prepaid Expenses: Expenditures for the year ended July 31, 2006 increased by $167,764 compared to the period ended July 31, 2005, due to increases in real estate taxes and insurance premiums paid. Deferred Expenses: The Company had expenditures for brokerage commissions in the year ended July 31, 2006, in the amount of $209,578, relating to tenants at its Brooklyn, New York properties. Payroll and Other Accrued Liabilities: The Company paid $150,899 for commissions incurred in order to lease space at the Company's properties in the year ended July 31, 2006. The original amount of the brokerage commissions was $1,302,243. As of July 31, 2006, $1,049,076 had been paid. The Company also incurred additional brokerage commissions in the amount of $209,578 relating to two tenants. Cash Flows From Investing Activities: The Company had expenditures of $530,557 for the year ended July 31, 2006 for the renovation of 15,000 square feet for office space for a tenant at its Jowein building in Brooklyn, New York. The cost of the project was $1,054,989 and was completed in September 2005. The Company had expenditures of $266,820 for the year ended July 31, 2006 for the renovations to an existing tenant at the Company's Jamaica, New York property. The tenant was on a month to month lease agreement and upon completion of the renovations the lease agreement became a ten-year lease with increased rental income. The total cost of the project was $276,820 and was completed in December 2005. The Company had expenditures of $1,075,000 for the year ended July 31, 2006 for the renovation of 13,026 square feet of office space for a tenant at its 9 Bond Street building in Brooklyn, New York. The cost of the project was $1,075,000 and was completed in June 2006. Cash Flows From Financing Activities: Borrowing: The Company drew down an additional $559,009 on its multiple draw term loan, to finance tenant improvements for the leasing of 13,026 square feet for office use at the Company's 9 Bond Street building in Brooklyn, New York. The total amount to be financed for tenant improvements and brokerage commissions will be $916,661. (See Note 3(e) to the Consolidated Financial Statements). 21
Payment Due by Period
Contractual Cash
Obligations
Total
Less than 1
Year
1-3
Years
4-5
Years
After 5
Years
$
13,035,356
$
2,338,492
$
7,989,133
$
1,077,714
$
1,630,017
1,000,000
—
1,000,000
—
—
1,039,097
8,297
21,204
553,138
456,458
16,533,030
1,747,765
3,437,712
2,240,162
9,107,391
$
31,607,483
$
4,094,554
$
12,448,049
$
3,871,014
$
11,193,866
Lease security: The Company increased tenant security deposits by $114,946 due to the leasing of space to six tenants at the Company's Brooklyn, New York properties. The Company's management reviewed the Company's internal controls and procedures and the effectiveness of these controls. As of July 31, 2006, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings. There was no change in the Company's internal controls over financial reporting or in other factors during the Company's last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting. 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) Revenues Revenues less expenses Net income Net income per common share Revenues Revenues less expenses Net income Net income per common share Income per share is computed independently for each of the quarters presented on the basis described in Note 1 to the Consolidated Financial Statements. Common Stock and Dividend Information Effective November 8, 1999, the Company's common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC. 22
(dollars in thousands except per share data)
Three Months Ended
Oct. 31, 2005
Jan. 31, 2006
Apr. 30, 2006
July 31, 2006
$
3,341
$
3,387
$
3,526
$
3,412
207
(41
)
116
2,110
127
(58
)
95
1,269
$
.06
$
(.03
)
$
.05
$
.63
Three Months Ended
Oct. 31, 2004
Jan. 31, 2005
Apr. 30, 2005
July 31, 2005
$
3,157
$
3,172
$
3,177
$
3,377
222
12
72
385
115
36
43
154
$
.06
$
.01
$
.02
$
.08
The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2006 and 2005: October 31, 2005 January 31, 2006 April 30, 2006 July 31, 2006 October 31, 2004 January 31, 2005 April 30, 2005 July 31, 2005 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 15, 2006, the Company had approximately 1,500 shareholders of record. 23
Sales Price
Three Months Ended
High
Low
$
17.390
$
14.750
17.900
16.150
18.490
17.530
18.450
18.000
$
14.100
$
12.210
16.100
13.500
17.700
15.160
16.760
15.020
J.W. MAYS, INC. Committee Assignments Key: 1
Member of Executive Committee Form 10-K Annual Report Copies of the Company's Form 10-K Annual Report 24
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
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
to the Securities and Exchange Commission
for the fiscal year ended July 31, 2006,
will be furnished without charge to
shareholders upon written request
to: Secretary, J.W. Mays, Inc.,
9 Bond Street, Brooklyn, New York 11201-5805.
.= MD(,R;(XE94B`O]M[/K_,#\)$O2@VZR"MM`V1DXH"@JX=N1*B6Y%Q04NOP2@[ M4"@\9DV'!C.2IK[<6,TG)U]XQ;;%$]I$2HB4@-HUS8H[LG`Y*/DXS#BLNO MQ7!=;1Q$15'D*JG@M!*4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@I7<'2MIS MV4P.4U[8W,(_AG77'HA(\Y$F"X@J@2&V7HQ$B$VB?5X$5!C9*+OT6&)/,;BOJ\401+P- MQH_18\&2_&C2HOQH*5MF?STO.1\2DG5X^/@O((:1'YGBV5!;_P#8O,G#&0\U M952.R+O7_C]M!NS+=UG\3@',A%U;*SXD)D2>F!%*%&6PHGY3+RK,X*OA9A41 M.JK;K0<=H.[LWN+`*:NL3<-%`2O->,'(KAH5D!ARS1NK:ZDJ-H@^%Z"Z9[9- M?U^$LW-Y&/CHJ+9'9#@MH1?A%%6Y$OL1.M!K?=>\&;&+"8U7%G!'+/+&B[1L M#1P\8TO'ES4"M(6Z?0IMB!+X*7A01^(_^>\1L$E,SW!V>5O VRT'K0*!00.\[9'U/5YF=>8*4D;RP:C"2-^8Z\X++0*X7R@*N&B M*2]!3K057*[AN>+9-_8,QK>M%P1X,>K4O+R$;NB+=&WL>1<56RD#?%*#$UWN MYLVU2H\?5-9>R$`74;G[+._ZZ`H(7S.1`Y2C?2R=.)^Y?"@V/ELSB,/".?EI MK&/A-?J29+@,MC^TC5$H*Q'[O:)*R,"%%E27_N;PQH,P(4ST;CQI<6QE*TC" MJJ=>AT%SH%`H%`H%`H%`H%!`97=,;"GNXN*Q(RN79$3>@PF^?E(:(HJ^^:A' M8NB\D\UP55.J(M!61S.Z['YJ0 I&2DM!JL^ZFE8W(.1>WVMPF)LOD2Y$ MHBQ5>Y6+S&8,1H\E+1?Q(T(+_4H,ON>GYEV$]K^=W+*@X(R(;PL8O'1EZ+ MQ],!O"W\IHMIKG->G2@V3'Q?,1T&=/CZG"MQ"!B0"7+%M.B(LN0"L`O'IQ M".MO85!)8'M]J>%E+/CPDDY 2^IN(G\HJ@^Y*"QT"@4$'MF; MV#%18YX/`.[!)>=\LX[ 8+T1T(ZX%\%2;R$X^)5DK IV84V\D\C((2QH"7:? MGY#>-T8$2+.YTC A@T`1VP M,O%"<)VR=%%?&@ZS==[\XQE^-CMF7.RIKCCC$QZ-!AM1!\&P<)1?(T]JH$?_ M`')03L7'=\'<2V$O-8")D6VA0B:@RI(NNHG52,GXR`*_!I:#W=QO>$L>1CG< M*$\&2\M@,;(\MQY$^7F\ -99EP-;8G@*"_-.7,=$R3 MQ,8S<=NR+[O.H,QG5^Y SO;]D@-J%)`PZ@:9'( ] M!:?MD;[=]OYO^GX<.?J'_/M_['/SK_S<[T$=+T;4)F3=R ,A?P->6@$*^Q5:\M"_`GA0;&P>M:]@8ZQ M\-CH^/:);N)';$%,OQ&2)R,OB2JM!)4"@4"@4"@4"@4"@I>5[BJ_+ KF6($(>OY3:$XMOI3QH*M"[$Y5 (R>.]42"*&U'D^>BD`@/`W.2BO4>-UH+@?;;%Y`0_P`GGS=FX$AHQD7` M&(I)X(4**$:*XB6Z>:V:I[Z" 6"^!"24$U@?L/VB- K]@]+]GX_V?H/+]-PNOZ7E?):]_IH,^@4"@4"@4"@4"@4"@4"@4"@4'__V3\_ ` end
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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||||
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting. |
Date: October 12, 2006
/s/ LLOYD J. SHULMAN Lloyd J. Shulman President Chief Executive Officer |
18
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 registrant's 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||||
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting. |
Date: October 12, 2006
/s/ MARK S. GREENBLATT Mark S. Greenblatt Vice President Chief Financial Officer |
19
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, 2006 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 12, 2006
/s/ LLOYD J. 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.
20