UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended January 31, 2020 | |
| or | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from __________ to __________ | |
Commission File Number 1-3647
J. W. Mays, Inc.
(Exact Name of Registrant as Specified in its Charter)
| New York | 11-1059070 | |
| State or Other Jurisdiction of | I.R.S. Employer Identification No. | |
| Incorporation or Organization | ||
| 9 Bond Street, Brooklyn, New York | 11201 | |
| Address of Principal Executive Offices | Zip Code | |
(718) 624-7400
Registrant’s Telephone Number, Including Area Code
Not Applicable
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1 par value | MAYS | NASDAQ |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at March 5, 2020 | |
| Common Stock, $1 par value | 2,015,780 shares |
This report contains 28 pages.
J. W. MAYS, INC.
INDEX
| Page No. | ||
| Part I - Financial Information: | ||
| Item 1. Financial Statements | ||
| Condensed Consolidated Balance Sheets – January 31, 2020 (unaudited) and July 31, 2019 | 3 | |
| Condensed Consolidated Statements of Operations and Retained Earnings – Three and six months ended January 31, 2020 and 2019 (unaudited) | 4 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three and Six months ended January 31, 2020 and 2019 (unaudited) | 5 | |
| Condensed Consolidated Statements of Cash Flows – Six months ended January 31, 2020 and 2019 (unaudited) | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 - 19 | |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 20 - 23 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 23 | |
| Item 4. Controls and Procedures | 23 | |
| Part II - Other Information: | ||
| Item 1. Legal Proceedings | 24 | |
| Item 1A. Risk Factors | 24 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24 | |
| Item 3. Defaults Upon Senior Securities | 24 | |
| Item 4. Mine Safety Disclosures | 24 | |
| Item 5. Other Information | 24 | |
| Item 6. Exhibits and Reports on Form 8-K | 24 | |
| Signatures | 25 | |
| Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.1 - Chief Executive Officer | 26 | |
| 31.2 - Chief Financial Officer | 27 | |
| Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 | 28 |
-2-
| January 31 | July 31 | |||||||
| ASSETS | 2020 | 2019 | ||||||
| (Unaudited) | (Audited) | |||||||
| Property and Equipment - Net (Notes 5 and 6) | $ | 45,522,450 | $ | 53,129,303 | ||||
| Current Assets: | ||||||||
| Cash and cash equivalents (Notes 4 and 10) | 3,146,214 | 4,117,647 | ||||||
| Receivables (Note 4) | 363,562 | 402,154 | ||||||
| Income taxes refundable | – | 9,683 | ||||||
| Restricted cash | 145,642 | 181,193 | ||||||
| Prepaid expenses | 2,063,854 | 2,159,701 | ||||||
| Total current assets | 5,719,272 | 6,870,378 | ||||||
| Other Assets: | ||||||||
| Deferred charges | 3,776,403 | 3,729,818 | ||||||
| Accumulated amortization | (1,293,596 | ) | (1,153,996 | ) | ||||
| Net | 2,482,807 | 2,575,822 | ||||||
| Operating lease right-of-use assets (Notes 1, 5, 7 and 10) | 28,220,710 | – | ||||||
| Restricted cash | 762,464 | 964,884 | ||||||
| Unbilled receivables (Notes 4 and 8) | 1,625,758 | 1,668,461 | ||||||
| Marketable securities (Notes 3 and 4) | 3,770,270 | 3,580,227 | ||||||
| Total other assets | 36,862,009 | 8,789,394 | ||||||
| TOTAL ASSETS | $ | 88,103,731 | $ | 68,789,075 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Long-Term Liabilities: | ||||||||
| Mortgage payable (Note 6) | $ | 4,215,436 | $ | – | ||||
| Security deposits payable | 667,521 | 690,422 | ||||||
| Payroll and other accrued liabilities | 149,647 | 448,939 | ||||||
| Operating lease liabilities (Notes 1, 7 and 10) | 18,317,271 | – | ||||||
| Deferred income taxes (Note 1) | 5,123,000 | 5,096,000 | ||||||
| Total long-term liabilities | 28,472,875 | 6,235,361 | ||||||
| Current Liabilities: | ||||||||
| Accounts payable | 106,200 | 30,964 | ||||||
| Income taxes payable | 8,912 | – | ||||||
| Payroll and other accrued liabilities | 2,464,204 | 2,426,535 | ||||||
| Other taxes payable | 4,600 | 8,847 | ||||||
| Operating lease liabilities (Notes 1, 7 and 10) | 1,221,258 | – | ||||||
| Current portion of mortgage payable (Note 6) | 989,764 | 5,287,162 | ||||||
| Current portion of security deposits payable | 156,642 | 192,193 | ||||||
| Total current liabilities | 4,951,580 | 7,945,701 | ||||||
| TOTAL LIABILITIES | 33,424,455 | 14,181,062 | ||||||
| Shareholders' Equity: | ||||||||
| Common stock, par value $1 each share (shares - 5,000,000 authorized; 2,178,297 issued) | 2,178,297 | 2,178,297 | ||||||
| Additional paid in capital | 3,346,245 | 3,346,245 | ||||||
| Retained earnings | 50,442,586 | 50,371,323 | ||||||
| 55,967,128 | 55,895,865 | |||||||
| Common stock held in treasury, at cost - 162,517 shares at January 31, 2020 and at July 31, 2019 (Notes 2 and 11) | (1,287,852 | ) | (1,287,852 | ) | ||||
| Total shareholders' equity | 54,679,276 | 54,608,013 | ||||||
| Contingencies (Note 12) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 88,103,731 | $ | 68,789,075 | ||||
See Notes to Condensed Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
| Three Months Ended | Six Months Ended | |||||||||||||||
| January 31 | January 31 | January 31 | January 31 | |||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | ||||||||||||||||
| Rental income (Notes 1, 4 and 8) | $ | 5,039,060 | $ | 5,276,699 | $ | 10,074,975 | $ | 10,437,871 | ||||||||
| Recovery of real estate taxes | – | 45,026 | – | 45,026 | ||||||||||||
| Total revenues | 5,039,060 | 5,321,725 | 10,074,975 | 10,482,897 | ||||||||||||
| Expenses | ||||||||||||||||
| Real estate operating expenses | 3,514,631 | 3,116,962 | 6,763,225 | 6,093,606 | ||||||||||||
| Administrative and general expenses | 1,311,011 | 1,305,871 | 2,526,646 | 3,048,807 | ||||||||||||
| Depreciation (Note 5) | 394,977 | 472,987 | 782,387 | 939,284 | ||||||||||||
| Loss on disposition of property and equipment | 54,121 | – | 54,121 | – | ||||||||||||
| Total expenses | 5,274,740 | 4,895,820 | 10,126,379 | 10,081,697 | ||||||||||||
| Income (loss) from operations before investment income, interest expense and income taxes | (235,680 | ) | 425,905 | (51,404 | ) | 401,200 | ||||||||||
| Investment income and interest expense: | ||||||||||||||||
| Investment income (Note 3) | 75,915 | 134,676 | 140,918 | 157,111 | ||||||||||||
| Change in fair value of marketable securities (Notes 1 and 3) | 82,536 | (108,158 | ) | 63,250 | (142,217 | ) | ||||||||||
| Interest expense (Notes 6 and 10) | (27,052 | ) | (49,463 | ) | (54,501 | ) | (89,328 | ) | ||||||||
| 131,399 | (22,945 | ) | 149,667 | (74,434 | ) | |||||||||||
| Income (loss) from operations before income taxes | (104,281 | ) | 402,960 | 98,263 | 326,766 | |||||||||||
| Income taxes provided (benefit) | (47,000 | ) | 109,000 | 27,000 | 112,000 | |||||||||||
| Net income (loss) | (57,281 | ) | 293,960 | 71,263 | 214,766 | |||||||||||
| Retained earnings, beginning of period | 50,499,867 | 48,777,328 | 50,371,323 | 48,369,386 | ||||||||||||
| Reclassification of unrealized gain on investments to retained earnings (Note 1) | – | – | – | 487,136 | ||||||||||||
| Retained earnings, end of period | $ | 50,442,586 | $ | 49,071,288 | $ | 50,442,586 | $ | 49,071,288 | ||||||||
| Income (loss) per common share (Note 2) | $ | (.02 | ) | $ | .15 | $ | .04 | $ | .11 | |||||||
| Dividends per share | $ | – | $ | – | $ | – | $ | – | ||||||||
| Average common shares outstanding | 2,015,780 | 2,015,780 | 2,015,780 | 2,015,780 | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
-4-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
| Additional | Unrealized Gain | Common Stock | ||||||||||||||||||||
| Common | Paid In | on Marketable | Retained | Held in | ||||||||||||||||||
| Stock | Capital | Securities | Earnings | Treasury | Total | |||||||||||||||||
| Three Months Ended Janaury 31, 2020 | ||||||||||||||||||||||
| Balance at October 31, 2019 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 50,499,867 | $ | (1,287,852 | ) | $ | 54,736,557 | |||||||||
| Net loss, three months ended January 31, 2020 | – | – | – | (57,281 | ) | – | (57,281 | ) | ||||||||||||||
| Balance at January 31, 2020 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 50,442,586 | $ | (1,287,852 | ) | $ | 54,679,276 | |||||||||
| Three Months Ended Janaury 31, 2019 | ||||||||||||||||||||||
| Balance at October 31, 2018 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 48,777,328 | $ | (1,287,852 | ) | $ | 53,014,018 | |||||||||
| Net income, three months ended January 31, 2019 | – | – | – | 293,960 | – | 293,960 | ||||||||||||||||
| Balance at January 31, 2019 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 49,071,288 | $ | (1,287,852 | ) | $ | 53,307,978 | |||||||||
| Additional | Unrealized Gain | Common Stock | ||||||||||||||||||||
| Common | Paid In | on Marketable | Retained | Held in | ||||||||||||||||||
| Stock | Capital | Securities | Earnings | Treasury | Total | |||||||||||||||||
| Six Months Ended Janaury 31, 2020 | ||||||||||||||||||||||
| Balance at July 31, 2019 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 50,371,323 | $ | (1,287,852 | ) | $ | 54,608,013 | |||||||||
| Net income, six months ended January 31, 2020 | – | – | – | 71,263 | – | 71,263 | ||||||||||||||||
| Balance at January 31, 2020 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 50,442,586 | $ | (1,287,852 | ) | $ | 54,679,276 | |||||||||
| Six Months Ended Janaury 31, 2019 | ||||||||||||||||||||||
| Balance at July 31, 2018 | $ | 2,178,297 | $ | 3,346,245 | $ | 487,136 | $ | 48,369,386 | $ | (1,287,852 | ) | $ | 53,093,212 | |||||||||
| Reclassification of unrealized gains on marketable securities to retained earnings (Note 1) | – | – | (487,136 | ) | 487,136 | – | – | |||||||||||||||
| Net income, six months ended January 31, 2019 | – | – | – | 214,766 | – | 214,766 | ||||||||||||||||
| Balance at January 31, 2019 | $ | 2,178,297 | $ | 3,346,245 | $ | – | $ | 49,071,288 | $ | (1,287,852 | ) | $ | 53,307,978 | |||||||||
See Notes to Condensed Consolidated Financial Statements
-5-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||
| January 31 | ||||||||
| 2020 | 2019 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income | $ | 71,263 | $ | 214,766 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | 782,387 | 939,284 | ||||||
| Loss on disposition of property and equipment | 54,121 | – | ||||||
| Amortization of deferred charges | 139,600 | 163,280 | ||||||
| Operating lease expense in excess of cash payments | 559,248 | – | ||||||
| Deferred finance costs included in interest expense | 15,401 | 11,438 | ||||||
| Net realized and unrealized (gain) loss on sale of marketable securities | (110,231 | ) | 95,802 | |||||
| Other assets - unbilled receivables | 42,703 | (69,091 | ) | |||||
| - deferred charges | (46,585 | ) | (553,137 | ) | ||||
| Deferred income taxes | 27,000 | 112,000 | ||||||
| Changes in: | ||||||||
| Receivables | 38,592 | (126,680 | ) | |||||
| Real estate taxes refundable | – | (45,025 | ) | |||||
| Income taxes refundable | 9,683 | 3,028 | ||||||
| Prepaid expenses | 95,847 | 129,065 | ||||||
| Accounts payable | 75,236 | (28,105 | ) | |||||
| Payroll and other accrued liabilities (Notes 1 and 10) | 687,282 | 231,108 | ||||||
| Income taxes payable | 8,912 | – | ||||||
| Other taxes payable | (4,247 | ) | (4,520 | ) | ||||
| Cash provided by operating activities | 2,446,212 | 1,073,213 | ||||||
| Cash Flows From Investing Activities: | ||||||||
| Acquisition of property and equipment | (3,419,989 | ) | (1,699,924 | ) | ||||
| Marketable securities: | ||||||||
| Receipts from sales | 447,236 | 219,744 | ||||||
| Payments for purchases | (527,048 | ) | (296,660 | ) | ||||
| Cash (used) by investing activities | (3,499,801 | ) | (1,776,840 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Borrowing - Mortgage debt | 144,080 | – | ||||||
| Increase (decrease) - security deposits payable | (58,452 | ) | 9,453 | |||||
| Mortgage and other debt payments | (122,872 | ) | (82,698 | ) | ||||
| Mortgage financing costs paid | (118,571 | ) | – | |||||
| Cash (used) by financing activities | (155,815 | ) | (73,245 | ) | ||||
| Decrease in cash, cash equivalents and restricted cash | (1,209,404 | ) | (776,872 | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 5,263,724 | 6,879,623 | ||||||
| Cash, cash equivalents and restricted cash at end of period (Note 10) | $ | 4,054,320 | $ | 6,102,751 | ||||
See Notes to Condensed Consolidated Financial Statements.
-6-
J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
Accounting Records and Use of Estimates: The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions. The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2019 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2019. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The results of operations for the current period are not necessarily indicative of the results for the entire fiscal year ending July 31, 2020. The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. 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 life of the lease. Lives used to determine depreciation and amortization are generally as follows: | |
| Buildings and improvements | 18-40 years | |||
| Improvements to leased property | 3-10 years | |||
| Fixtures and equipment | 7-12 years | |||
| Other | 3-5 years | |||
|
Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets sold or retired, and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. 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 January 31, 2020 and July 31, 2019, there were no impairments of its property and equipment. |
-7-
|
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. If a lease is terminated early, such costs are expensed. Leases - Lessor Revenue Property held for leasing in the Company’s real estate rental operations is disclosed in Note 5. 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. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, is recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. As lessor, we have elected to combine the lease components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. Management has determined that no allowance for uncollected receivables is considered necessary. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectability become known. Collectability issues include circumstances when a tenant indicates their intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment. Due to the surrender of a portion of a tenant’s space, the Company reported a bad debt expense of $118,238 for the year ended July 31, 2019. Bad debt expense was $40,292 for the six months ended January 31, 2020 as a result of an early lease termination. Leases - Lessee The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities, and long-term operating lease liabilities on the Company’s balance sheet. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Taxes The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. The Company had a federal net operating loss carryforward approximating $4,002,346 as of July 31, 2019 available to offset future taxable income. As of July 31, 2019, the Company had unused state and city net operating loss carryforwards of approximately $10,170,071 for state and $8,274,000 for city, available to offset future state and city taxable income. The net operating loss carryforwards will begin to expire, if not used, in 2035. |
-8-
|
New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital-based franchise taxes. Beginning with the Company’s tax year ended July 31, 2016, changes in the law required the state capital-based tax will be phased out over a 7-year period. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city deferred taxes. Reclassification: The condensed consolidated financial statements for prior years reflect certain reclassifications to conform with classifications adopted in the six months ended January 31, 2020. These reclassifications have no effect on net income or loss as previously reported Recently adopted accounting standards: In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU No. 2016-01 is effective for interim and annual periods beginning after December 15, 2017. We adopted this standard effective August 1, 2018 and recorded a cumulative effect adjustment to increase opening retained earnings at August 1, 2018 by $487,136 as required for equity investments recorded at fair value, formerly available-for-sale securities. In November 2016, the FASB issued ASU 2016-18, “Restricted Cash”. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this standard effective August 1, 2018 with retrospective application to our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 is intended to increase transparency and comparability among organizations in accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842”, which provides amendments and clarification to ASU 2016-12 based on the FASB’s interaction with stakeholders. In July 2018, the FASB issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements”, which amends Leases (Topic 842) to (i) add an optional transition method that would permit entities to apply the new requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption, and (ii) provide a practical expedient for lessors regarding the separation of the lease and non-lease components of a contract. In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842) Narrow-Scope Improvement for Lessors,” which clarifies how to apply the leases standard when accounting for sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842) Codification Improvements”, which provides amendments for issues brought to the Board’s attention through its interactions with stakeholders. The issues identified are as follows. 1. Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, 2. Presentation on the statement of cash flows-sales-type and direct financing leases, 3. Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. These standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. |
-9-
|
The new standards were adopted by the Company for the fiscal year beginning August 1, 2019. Upon adoption of Topic 842, the Company elected the following practical expedients: | |
|
1. |
The Company applied the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the initial period of adoption. Upon adoption on August 1, 2019, the Company did not have an adjustment to opening retained earnings. | |
|
2. |
As lessee and lessor, the Company has elected not to reassess lease classifications and all leases will continue to be classified as operating leases under the new standard. |
|
As a result of the adoption of the new lease accounting guidance, the Company recognized on August 1, 2019: |
| ● | Operating lease right-of-use assets of $27.1 million. | |
| ● | Operating lease liabilities of approximately $17.9 million, based on the net present value of remaining minimum rental payments, discounted using the Company’s incremental borrowing rate of 3.88%. | |
| ● | The initial recording of operating lease right-of-use assets of $27.1 million includes adjustments of approximately $10.2 million primarily relating to building and improvements, net of accumulated depreciation, required pursuant to a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). Upon lease termination in 2029, the building and all improvements will be turned over to the landlord as property owner. | |
| ● | The initial operating lease liability of $17.9 million includes an adjustment of remaining accrued rent of approximately $.95 million. |
|
| |
|
The Company’s lessor accounting remains similar under Topic 842 but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). Upon adoption of the lease standards on August 1, 2019, changes in accounting for the Company’s lease revenue as lessor were not significant. | |
|
2. |
Income Per Share of Common Stock: Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the six months ended January 31, 2020 and January 31, 2019. |
|
3. |
Marketable Securities: The Company’s marketable securities consist of investments in equity securities. 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 changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825. The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority: Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange). Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active). |
-10-
|
Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available. Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at January 31, 2020 and July 31, 2019. Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to. Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded. In accordance with the provisions of Fair Value Measurements, the following are the Company's financial assets measured on a recurring basis presented at fair value. |
Fair value measurements at reporting date
| Total | Total | ||||||||||||||||||||||||
| January 31, | July 31, | ||||||||||||||||||||||||
| Description | 2020 | Level 1 | Level 2 | Level 3 | 2019 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
| Assets: | |||||||||||||||||||||||||
| Marketable securities | $ | 3,770,270 | $ | 3,770,270 | $ | – | $ | – | $ | 3,580,227 | $ | 3,580,227 | $ | – | $ | – | |||||||||
|
As of January 31, 2020 and July 31, 2019, the Company's marketable securities were classified as follows: | |
| January 31, 2020 | July 31, 2019 | ||||||||||||||||||||||||
| Gross | Gross | Gross | Gross | ||||||||||||||||||||||
| Unrealized | Unrealized | Fair | Unrealized | Unrealized | Fair | ||||||||||||||||||||
| Cost | Gains | Losses | Value | Cost | Gains | Losses | Value | ||||||||||||||||||
| Noncurrent: | |||||||||||||||||||||||||
| Mutual funds | $ | 914,417 | $ | 253,357 | $ | – | $ | 1,167,774 | $ | 845,306 | $ | 264,425 | $ | – | $ | 1,109,731 | |||||||||
| Equity securities | 1,713,839 | 888,657 | – | 2,602,496 | 1,656,156 | 814,340 | – | 2,470,496 | |||||||||||||||||
| $ | 2,628,256 | $ | 1,142,014 | $ | – | $ | 3,770,270 | $ | 2,501,462 | $ | 1,078,765 | $ | – | $ | 3,580,227 | ||||||||||
|
Investment income consists of the following: | |
| Three Months Ended | Six Months Ended | ||||||||||||
| January 31 | January 31 | ||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||
| Gain on sale of marketable securities | $ | – | $ | 46,415 | $ | 46,981 | $ | 46,415 | |||||
| Interest income | 2,772 | 13,880 | 13,050 | 27,441 | |||||||||
| Dividend income | 73,143 | 74,381 | 80,887 | 83,255 | |||||||||
| Total | $ | 75,915 | $ | 134,676 | $ | 140,918 | $ | 157,111 | |||||
-11-
|
4. |
Financial Instruments and Credit Risk Concentrations: Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, cash and cash equivalents and receivables. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and multiple instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk. The Company derives rental income from approximately fifty tenants, of which one tenant accounted for 15.80%, another tenant accounted for 14.90% and a third tenant accounted for 12.29% of rental income during the six months ended January 31, 2020. The six months ended January 31, 2019 had one tenant account for 18.27%, another tenant account for 14.25% and a third tenant account for 11.69% of rental income. No other tenant accounted for more than 10% of rental income during the same periods. |
-12-
|
5. |
Property and Equipment: All buildings owned by the Company are held for leasing except for a small portion used for Company offices. |
| January 31 | July 31 | ||||||||
| 2020 | 2019 | ||||||||
| Land | $ | 6,067,805 | $ | 6,067,805 | |||||
| Buildings held for leasing | |||||||||
| Buildings and improvements | 66,906,987 | 86,461,353 | |||||||
| Improvements to leased property | – | 1,478,012 | |||||||
| Construction in progress | 4,370,985 | 2,325,940 | |||||||
| 71,277,972 | 90,265,305 | ||||||||
| Accumulated depreciation | (31,943,384 | ) | (43,310,270 | ) | |||||
| Buildings - net | 39,334,588 | 46,955,035 | |||||||
| Fixtures and equipment and other: | |||||||||
| Fixtures and equipment | 144,545 | 144,545 | |||||||
| Other fixed assets | 162,010 | 164,066 | |||||||
| 306,555 | 308,611 | ||||||||
| Accumulated depreciation | (186,498 | ) | (202,148 | ) | |||||
| Fixtures and equipment and other - net | 120,057 | 106,463 | |||||||
| Property and equipment - net | $ | 45,522,450 | $ | 53,129,303 | |||||
| Construction in progress includes: | |||||||||
| January 31 | July 31 | ||||||||
| 2020 | 2019 | ||||||||
| Building improvements at 9 Bond Street in Brooklyn, NY | $ | – | $ | 29,132 | |||||
| Building improvements at 25 Elm Place in Brooklyn, NY | 426,533 | 426,533 | |||||||
| Improvements to leased property | – | 303,975 | |||||||
| Building improvements at Fishkill, NY building | 3,944,452 | 1,566,300 | |||||||
| $ | 4,370,985 | $ | 2,325,940 | ||||||
|
Leased property included in the Company’s real estate rental operations consists of the following: | |
| Estimated Useful Life | January 31, 2020 | ||||||
| Operating lease right-of-use-assets | Lease Terms – 7 to 54 years | $ | 29,384,531 | ||||
| Accumulated Amortization | (1,163,821 | ) | |||||
| Operating lease right-of-use-assets | $ | 28,220,710 | |||||
|
The initial recording of operating lease right-of-use assets on August 1, 2019 includes adjustments of $10,190,334, net of accumulated amortization, primarily relating to building and improvements included in a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). The ground lease required the Company to construct a building during the lease period. Upon lease termination in 2029, the building and all improvements will be turned over to the landlord as property owner. Until this lease agreement with the landlord terminates in 2029, the Company remains solely responsible for the building, improvements and maintenance of the property included in this lease and is solely entitled to tax depreciation and other tax deductions. |
-13-
|
6. |
Long-Term Debt – Mortgage: |
| January 31, 2020 | July 31, 2019 | ||||||||||||||||||
| Current | |||||||||||||||||||
| Annual | Final | Due | Due | Due | Due | ||||||||||||||
| Interest | Payment | Within | After | Within | After | ||||||||||||||
| Rate | Date | One Year | One Year | One Year | One Year | ||||||||||||||
| Bond St. building, Brooklyn, NY | 4.375% | 12/1/2024 | $ | 989,764 | $ | 4,330,054 | $ | 5,298,610 | $ | – | |||||||||
| Deferred financing costs | – | (114,618 | ) | (11,448 | ) | – | |||||||||||||
| Total | $ | 989,764 | $ | 4,215,436 | $ | 5,287,162 | $ | – | |||||||||||
|
In November 2019, the Company refinanced the remaining balance of a $6,000,000, 3.54% interest rate loan with another bank for $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate on the new loan is fixed at 4.375%. The loan is self-liquidating over a period of five years and secured by the Nine Bond Street building in Brooklyn, New York. | |
|
7. |
Operating Leases Lessor The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately 5 to 49 years. The leases provide for the payment of fixed base rent payable monthly in advance as well as reimbursements of real estate taxes and common area costs. The Company has elected to account for lease revenues and the reimbursements of common area costs as a single component included as rental income in our condensed consolidated statements of operations and retained earnings. The following table disaggregates the Company's revenues by lease and non-lease components: |
| Three Months Ended | Six Months Ended | |||||||||||
| January 31 | January 31 | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Base rent - fixed | $ | 4,515,930 | $ | 4,776,605 | $ | 9,052,029 | $ | 9,475,490 | ||||
| Reimbursements of common area costs | 163,775 | 199,485 | 313,435 | 364,073 | ||||||||
| Non-lease components (real estate taxes) | 359,355 | 300,609 | 709,511 | 598,308 | ||||||||
| Rental income | $ | 5,039,060 | $ | 5,276,699 | $ | 10,074,975 | $ | 10,437,871 | ||||
-14-
|
Future minimum non-cancelable rental income for leases with initial or remainint terms of one year or more is as follows: | |
| Under ASC 842 | ||||||||||
| As of January 31, 2020 | ||||||||||
| Company | ||||||||||
| Owned | Leased | |||||||||
| Fiscal Year | Property | Property | Total | |||||||
| For the remainder of 2020 | $ | 5,019,356 | $ | 3,060,142 | $ | 8,079,498 | ||||
| 2021 | 9,521,380 | 5,009,044 | 14,530,424 | |||||||
| 2022 | 7,878,165 | 4,039,069 | 11,917,234 | |||||||
| 2023 | 7,399,288 | 3,270,666 | 10,669,954 | |||||||
| 2024 | 6,483,940 | 2,987,050 | 9,470,990 | |||||||
| 2025 | 7,727,830 | 2,409,346 | 10,137,176 | |||||||
| After 2025 | 44,904,996 | 12,433,194 | 57,338,190 | |||||||
| Total | $ | 88,934,955 | $ | 33,208,511 | $ | 122,143,466 | ||||
| Under ASC 840 | ||||||||||
| As of July 31, 2019 | ||||||||||
| Company | ||||||||||
| Owned | Leased | |||||||||
| Fiscal Year | Property | Property | Total | |||||||
| 2020 | $ | 10,038,712 | $ | 6,120,283 | $ | 16,158,995 | ||||
| 2021 | 9,521,380 | 5,009,044 | 14,530,424 | |||||||
| 2022 | 7,878,165 | 4,039,069 | 11,917,234 | |||||||
| 2023 | 7,399,288 | 3,270,666 | 10,669,954 | |||||||
| 2024 | 6,483,940 | 2,987,050 | 9,470,990 | |||||||
| After 2024 | 52,632,826 | 14,842,540 | 67,475,366 | |||||||
| Total | $ | 93,954,311 | $ | 36,268,652 | $ | 130,222,963 | ||||
-15-
|
Lessee The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows: | |
| Three Months Ended | Six Months Ended | ||||||||
| January 31, 2020 | January 31, 2020 | ||||||||
| Sublease income | $ | 1,766,609 | $ | 3,521,861 | |||||
| Operating lease cost | (760,191 | ) | (1,510,057 | ) | |||||
| Excess of sublease income over lease cost | $ | 1,006,418 | $ | 2,011,804 | |||||
|
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of January 31, 2020: | |
| January 31, 2020 | $ | 1,954,899 | |||
| January 31, 2021 | 2,066,205 | ||||
| January 31, 2022 | 2,100,129 | ||||
| January 31, 2023 | 2,116,031 | ||||
| January 31, 2024 | 2,134,695 | ||||
| Thereafter | 14,420,464 | ||||
| Total undiscounted cash flows | 24,792,423 | ||||
| Less: present value discount | (5,253,894 | ) | |||
| Total Lease Liabilities | $ | 19,538,529 | |||
| Other information: | |||||
| Operating cash flows from operating leases | $ | 950,809 | |||
| Weighted-average remaining lease term - operating leases | 12.16 years | ||||
| Weighted-average discount rate - operating leases | 3.90 | % | |||
|
The following table represents future minimum lease payments under non-cancelable operating leases at July 31, 2019 as presented in the Company's Annual Report on Form 10-K: | |
| Operating | ||||
| Fiscal Year | Leases | |||
| 2020 | $ | 1,897,318 | ||
| 2021 | 1,941,494 | |||
| 2022 | 2,057,814 | |||
| 2023 | 2,072,000 | |||
| 2024 | 2,086,697 | |||
| After 2024 | 11,701,293 | |||
| Total required* | $ | 21,756,616 | ||
|
* Minimum payments have not been reduced by minimum sublease rentals of $36,268,652 under operating leases due in the future under non-cancelable leases. |
-16-
|
Rent payments related to an affiliate principally owned by a director of the Company totaled $246,812 and $493,624 for the three and six months, respectively, for each of the periods ending January 31, 2020 and 2019. The rental payments are for two leases which expire May 31, 2029 and April 30, 2031, respectively. | |
|
8. |
Unbilled Receivables and Rental Income: Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of each lease. |
|
9. |
Employees' Retirement Plan: The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $146,183 and $247,586 as contributions to the Plan for the three and six months ended January 31, 2020, respectively, and $146,314 and $252,773 as contributions to the plan for the three and six months ended January 31, 2019, respectively. Multi-employer plan: The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension plan were $14,807 and $31,820 for the three and six months ended January 31, 2020, respectively, and $15,514 and $29,459 as contributions to the plan for the three and six months ended January 31, 2019, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans. Contingent Liability for Pension Plan: Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan. Information for contributing employer’s participation in the multi-employer plan: |
| Legal name of Plan: | United Food and Commercial | ||
| Workers Local 888 Pension Fund | |||
| Employer identification number: | 13-6367793 | ||
| Plan number: | 001 | ||
| Date of most recent Form 5500: | December 31, 2018 | ||
| Certified zone status: | Critical and declining status | ||
| Status determination date: | January 1, 2018 | ||
| Plan used extended amortization provisions in status calculation: | Yes | ||
| Minimum required contribution: | Yes | ||
| Employer contributing greater than 5% of Plan contributions for year ended December 31, 2017: | Yes | ||
| Rehabilitation plan implemented: | Yes | ||
| Employer subject to surcharge: | Yes | ||
| Contract expiration date: | November 30, 2022 |
|
For the plan years 2019-2022, under the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to 9.1% of the prior year total contribution rate. The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good. |
-17-
|
10. |
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 (3) months or less, which are readily convertible into cash. The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented on the consolidated statement of cash flows: |
| January 31 | |||||||
| 2020 | 2019 | ||||||
| Cash and cash equivalents | $ | 3,146,214 | $ | 4,469,048 | |||
| Restricted cash, tenant security deposits | 808,663 | 1,341,824 | |||||
| Restricted cash, escrow | 71,603 | 258,399 | |||||
| Restricted cash, other | 27,840 | 33,480 | |||||
| $ | 4,054,320 | $ | 6,102,751 | ||||
|
Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance with certain loan agreements, and security deposits with landlords and utility companies. | |
| Supplemental disclosure: | Six Months Ended | |||||||
| January 31 | ||||||||
| 2020 | 2019 | |||||||
| Cash Flow Information | ||||||||
| Interest paid, net of capitalized interest of $64,759 (2020) and $20,155 (2019) | $ | 35,210 | $ | 78,146 | ||||
| Income taxes paid (refunded) | (23,041 | ) | – | |||||
| Non-cash information | ||||||||
| Recognition of operating lease right-of-use assets | $ | 29,384,531 | ||||||
| Recognition of operating lease liabilities | 20,143,101 | |||||||
| Mortgage refinance | 5,255,920 | |||||||
|
11. |
Common Stock: The Company has one class of common stock with identical voting rights and rights to liquidation. |
-18-
|
12. |
Contingencies: On November 2, 2018 the Company settled the lawsuit relating to defective workmanship and breach of contract to replace a roof and various other work on its Fishkill, New York building. The Company agreed to pay $635,000 to the Plaintiffs, D. Owens Electric, Inc., Mid-Hudson Structural Concrete, Inc. d/b/a Recycle Depot, and BSB Construction, Inc., in settlement of the claims made against the Company. This settlement resolves the actions and disputes referred to in the Decision and Order dated October 30, 2018 of the Supreme Court of the State of New York, County of Dutchess. The $635,000 was paid in full on November 6, 2018. There are various other 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. If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time. |
-19-
Item 2.
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.
Forward Looking Statements:
The following can be interpreted as including forward looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.
Critical Accounting Policies and Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the Condensed Consolidated Financial Statements disclose our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 7 through 10 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 12 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2019).
Results of Operations:
Three months ended January 31, 2020 compared to the three months ended January 31, 2019:
In the three months ended January 31, 2020, the Company reported net loss of ($57,281), or ($.02) per share. In the comparable three months ended January 31, 2019, the Company reported net income of $293,960, or $.15 per share. Revenue in the current three months decreased and real estate operating expenses increased as explained below.
Revenues in the current three months decreased to $5,039,060 from $5,321,725 in the comparable 2019 three months primarily due to loss of rental income from two tenants, partially offset by rental from one new tenant.
Real estate operating expenses in the current three months increased to $3,514,631 from $3,116,962 in the comparable 2019 three months primarily due to:
| 1) | Increases in real estate taxes, |
| 2) | Increases in rent expense due to the recording of the building to right-of-use asset (see notes 1, 5 and 7), |
| 3) | Partially offset by decreases in maintenance costs and leasing commissions. |
Administrative and general expenses of $1,311,011 and $1,305,871 were comparable in the three months ended January 31, 2020 and 2019, respectively.
The loss on disposition of property and equipment in the three months ended January 31, 2020 in the amount of $54,121 was from the removal of a canopy at the Company’s Fishkill, New York property. The 2019 three months did not have a loss on disposition of property and equipment.
Depreciation expense in the current three months decreased to $394,977 from $472,987 in the comparable 2019 three months primarily due to a decrease in depreciation on the Jamaica building due to the recording of the building to right-of-use asset (see Notes 1, 5 and 7), partially offset by additional depreciation from prior year improvements in the Brooklyn buildings.
Investment income exceeded interest expense in the current three months by $131,399 and interest expense exceeded investment income by $22,945 in the comparable 2019 three months. The increase in investment income was primarily due to the change in fair value of marketable securities.
-20-
Six months ended January 31, 2020 compared to the six months ended January 31, 2019:
In the six months ended January 31, 2020, the Company reported net income of $71,263, or $.04 per share. In the comparable six months ended January 31, 2019, the Company reported net income of $214,766, or $.11 per share. Revenue in the current six months decreased and real estate operating expenses increased as explained below.
Revenues in the current six months decreased to $10,074,975 from $10,482,897 in the comparable 2019 six months primarily due to loss of rental income from two tenants, partially offset by rental from one new tenant.
Real estate operating expenses in the current six months increased to $6,763,225 from $6,093,606 in the comparable 2019 six months primarily due to increases in:
| 1) | Increases in real estate taxes, |
| 2) | Increases in rent expense due to the recording of the building to right-of-use asset (see notes 1, 5 and 7), |
| 3) | Partially offset by decreases in maintenance costs and leasing commissions. |
Administrative and general expenses in the current six months decreased to $2,526,646 from $3,048,807 in the comparable 2019 six months primarily due to the settlement of litigation costs in the amount of $635,000 in the 2019 six months (see Note12), partially offset by increases in legal and professional costs and a bad debt expense from a tenant.
The loss on disposition of property and equipment in the six months ended January 31, 2020 in the amount of $54,121 was from the removal of a canopy at the Company’s Fishkill, New York property. The 2019 six months did not have a loss on disposition of property and equipment.
Depreciation expense in the current six months decreased to $782,387 from $939,284 in the comparable 2019 six months primarily due to a decrease in depreciation on the Jamaica building due to the recording of the building to right-of-use asset (see Notes 1, 5 and 7), partially offset by additional depreciation from prior year improvements in the Brooklyn buildings.
Investment income exceeded interest expense in the current six months by $149,667 and interest expense exceeded investment income by $74,434 in the comparable 2019 six months. The increase in investment income was primarily due to the change in fair value of marketable securities.
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Liquidity and Capital Resources:
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 $3,146,214 at January 31, 2020.
In March 2017, the Company leased 7,700 square feet to a medical facility at its Nine Bond Street Brooklyn, New York building, for a term of ten years with two five-year option periods. To accommodate this tenant, an existing tenant surrendered 400 square feet of retail space. The cost of renovations for this tenant was $329,154 and brokerage commissions were $216,052. The tenant took occupancy and commenced payment of rent in October 2019.
The tenant who leased 20,000 square feet of space at the Company’s Massapequa, New York property to open a restaurant had their lease terminated in April 2019 for non-payment of rent. The tenant’s lease commenced in September 2018 and rent was supposed to begin in January 2019. The Company re-leased these premises in August 2019 to a fast food restaurant expiring in April 2030. Rent is expected to commence in September 2020.
In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building for a term of fifteen years with two five-year option periods. The cost of renovations for this tenant will be approximately $3,200,000 and brokerage commissions will be $448,939. The tenant is expected to take occupancy and commence payment of rent in June 2020. The Company is in the process of discussing with a bank the financing of these costs.
In July 2019, the retail tenant at the Company’s Fishkill, New York building who occupies 90,000 square feet gave notice to terminate their lease effective October 30, 2019. The loss in annual rent will be approximately $250,000. The Company and the tenant then agreed to extend the lease until December 2019.
In August 2019, a tenant who occupies 23,603 square feet of office space at the Company’s Jowein building in Brooklyn, New York vacated the premises. The loss in annual rent will be approximately $814,000.
In September 2019, a retail tenant who occupies 128,196 square feet surrendered approximately 22,000 square feet at the Company’s Nine Bond Street building in Brooklyn, New York. The loss in annual rent will be approximately $965,000.
In November 2019, the Company refinanced a loan with a bank for the balance due in the amount of $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate is 4.375% per annum. The loan is self-liquidating over a five-year period.
In November 2019, the Company extended a lease with one of the Company’s landlords, which expires in April 2026 for an additional eight years and eight months to expire in December 2034 at its Nine Bond Street building in Brooklyn, New York building.
Cash Flows From Operating Activities:
Deferred Expenses: The Company had an additional $46,585 for brokerage commissions incurred from an existing tenant’s extension of a lease at the Company’s Jamaica, New York building.
Payroll and Other Accrued Liabilities: The Company had a balance due at January 31, 2020 for brokerage commissions of $583,428.
Cash Flows From Investing Activities:
The Company had expenditures of $289,699 for the six months ended January 31, 2020 for elevator upgrade work at the Company’s Nine Bond Street building in Brooklyn, New York.
The Company had expenditures for elevator upgrade work in the amount of $152,336 for the six months ended January 31, 2020, at the Company’s Jamaica, New York building. The Company also had expenditures of $291,545 for renovation work for two existing tenants.
The Company had expenditures for renovations for a new tenant in the amount of $1,505,774 for the six months ended January 31, 2020, at its Fishkill, New York building. The total cost is estimated to be $3,200,000 and is anticipated to be completed in May 2020. The Company also had expenditures of $276,247 for four new elevators for the six months ended January 31, 2020. The total cost will be approximately $1,800,000 and is anticipated to be completed in March 2020. The Company also had expenditures of $615,195 for a new lobby for the six months ended January 31, 2020. The total cost will be approximately $1,500,000 and is anticipated to be completed in March 2020.
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The Company had expenditures in the amount of $221,442 for elevator upgrade work at its Jowein building in Brooklyn, New York.
Cautionary Statement Regarding Forward-Looking Statements:
This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, our expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors listed below, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:
| ● |
changes in the rate of economic growth in the United States; |
| ● |
the ability to obtain credit from financial institutions and the related costs; |
| ● | changes in the financial condition of our customers; |
| ● | changes in regulatory environment; |
| ● | lease cancellations; |
| ● | changes in our estimates of costs; |
| ● | war and/or terrorist attacks on facilities where services are or may be provided; |
| ● | outcomes of pending and future litigation; |
| ● | increasing competition by other companies; |
| ● | compliance with our loan covenants; |
| ● |
recoverability of claims against our customers and others by us and claims by third parties against us; and |
| ● | changes in estimates used in our critical accounting policies. |
Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk:
The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At January 31, 2020, the Company had fixed-rate debt of $5,319,818.
Item 4. Controls and Procedures:
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective and provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
| Item | 1. Legal Proceedings | |
| From time to time we are involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material adverse effect on our financial condition, results of operations or cash flows. See also Note 12 to the Company’s Condensed Consolidated Financial Statements. | ||
| Item | 1A. Risk Factors | |
| There have been no changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2019. | ||
| Item | 2. Unregistered Sales of Equity Securities and Use of Proceeds | |
| None | ||
| Item | 3. Defaults Upon Senior Securities | |
| None | ||
| Item | 4. Mine Safety Disclosures | |
| Not applicable | ||
| Item | 5. Other Information | |
| None | ||
| Item | 6. Exhibits and Reports on Form 8-K | |
| (a) | List of Exhibits: |
| Sequentially | ||||
| Exhibit | Numbered | |||
| Number | Exhibit | Page | ||
| (3) | Articles of Incorporation and Bylaws. | N/A | ||
| (10) | Material contracts. | N/A | ||
| (11) | Statement re computation of per share earnings | N/A | ||
| (12) | Statement re computation of ratios | N/A | ||
| (14) | Code of ethics | N/A | ||
| (15) | Letter re unaudited interim financial information. | N/A | ||
| (18) | Letter re change in accounting principles. | N/A | ||
| (19) | Report furnished to security holders. | N/A | ||
| (31) | Additional exhibits - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| (31.1) Chief Executive Officer | 26 | |||
| (31.2) Chief Financial Officer | 27 | |||
| (32) | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | 28 | ||
| (95) | Mine safety disclosure. | N/A |
| EX-101.INS | XBRL Instance Document | |
| EX-101.SCH | XBRL Taxonomy Extension Schema | |
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| (b) | Reports on Form 8-K – Three reports on Form 8-K were filed by the registrant for the period ended January 31, 2020. |
| Item reported: | |
| The Company reported results of the submission of matters to a vote of security holders. Date of report filed – November 27, 2019. | |
| The Company reported its financial results for the three months ended October 31, 2019. Date of report filed – December 5, 2019. | |
| The Company reported a change in registrant’s certifying accountant. Date of report filed – January 14, 2020. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| J.W. MAYS, Inc. | |||||||
| (Registrant) | |||||||
| Date: | March 5, 2020 | Lloyd J. Shulman | |||||
| Lloyd J. Shulman | |||||||
| President | |||||||
| Chief Executive Officer | |||||||
| Date: | March 5, 2020 | Mark S. Greenblatt | |||||
| Mark S. Greenblatt | |||||||
| Vice President | |||||||
| Chief Financial Officer | |||||||
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EXHIBIT 31.1
CERTIFICATION
I, Lloyd J. Shulman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
| (c) | 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 |
| (d) | 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; |
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: | March 5, 2020 | ||
| /s/ Lloyd J. Shulman | |||
| Lloyd J. Shulman | |||
| President | |||
| Chief Executive Officer | |||
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EXHIBIT 31.2
CERTIFICATION
I, Mark S. Greenblatt, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America; |
| (c) | 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 |
| (d) | 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; |
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: | March 5, 2020 | ||
| /s/ Mark S. Greenblatt | |||
| Mark S. Greenblatt | |||
| Vice President | |||
| Chief Financial Officer | |||
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EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of J.W. Mays, Inc. (the "Company") on Form 10-Q for the period ended January 31, 2020 as filed with the United States 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. Section 1350, as adopted pursuant to Section 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. |
| Date: | March 5, 2020 | ||
| /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 United States Securities and Exchange Commission or its staff upon request.
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