Annual Report (10-k)
October 05 2017 - 8:05AM
Edgar (US Regulatory)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
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, 2017
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
incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
|
9 Bond Street, Brooklyn, New
York
|
11201-5805
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Registrants telephone
number, including area code:
(718) 624-7400
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
Name of each exchange on which
registered
|
Common Stock, par value $1 per
share
|
The NASDAQ Stock Market LLC
|
Securities
registered pursuant to Section 12(g) of the Act:
None
|
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes
☐
No
☒
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes
☐
No ☒
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 and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such files).
Yes
☒
No
☐
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K
(§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ☒
No
delinquent filers
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 ☐
|
Emerging growth company ☐
|
Non-accelerated filer
☐
|
Smaller reporting 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
☒
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $16,986,951 as of January 31, 2017 based on the
average of the bid and asked price of the stock reported for such date. For the
purpose of the foregoing calculation, the shares of common stock held by each
officer and director and by each person who owns 5% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
The number of shares outstanding of the registrants common stock as of
September 1, 2017 was 2,015,780.
DOCUMENTS INCORPORATED BY
REFERENCE
|
|
Part of Form 10-K
|
|
|
in which the Document
|
Document
|
|
is
incorporated
|
Annual Report to Shareholders for Fiscal Year Ended July 31,
2017
|
|
Parts I and II
|
Definitive Proxy Statement for the 2017 Annual Meeting of
Shareholders
|
|
Part III
|
Table of Contents
J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL
YEAR ENDED JULY 31, 2017
TABLE OF CONTENTS
Table of Contents
PART I
ITEM 1.
BUSINESS.
J.W. Mays, Inc. (the
Company or Registrant) with executive offices at 9 Bond Street, Brooklyn,
New York 11201, operates a number of commercial real estate properties, which
are described in Item 2 Properties. The Companys business was founded in 1924
and incorporated under the laws of the State of New York on July 6,
1927.
The Company has 30
employees and has a contract, expiring November 30, 2019, with a union covering
rates of pay, hours of employment and other conditions of employment for
approximately 23% 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 Companys actual results, performance or achievements in
the future could differ significantly from the results, performance or
achievements discussed or implied in such forward-looking statements herein and
in prior U. S. Securities and Exchange Commission (SEC) filings by the
Company. The Company assumes no obligation to update these forward-looking
statements or to advise of changes in the assumptions on which they were
based.
Factors that could cause or
contribute to such differences include, but are not limited to, changes in the
competitive environment of the Company, general economic and business
conditions, industry trends, changes in government rules and regulations and
environmental rules and regulations. Statements concerning interest rates and
other financial instrument fair values and their estimated contribution to the
Companys future results of operations are based upon market information as of a
specific date. This market information is often a function of significant
judgment and estimation. Further, market interest rates are subject to potential
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 Companys
common stock and which does business with the Company, as further described in
the Notes to the Consolidated Financial Statements. In theory, this could result
in a conflict of interest; nevertheless, the Company and its largest shareholder
have put in place some controls to reduce the effects of any perceived conflict
of interest.
Certain conflicts of
interest may be perceived by the relationship between the Company and its
largest shareholder. Both entities have the same Chief Executive Officer, and
certain management personnel work for both entities. Nevertheless, the Companys
Board of Directors (Board) is composed of a majority of independent directors.
As recently as 2005, in a case involving both entities, the Delaware Supreme
Court in connection with an attempt to obtain books and records of the Company
through a proceeding against the Companys significant shareholder, held that
the actions of the Companys Board were proper.
1
Table of Contents
Risks Related to Our
Business
We are a part of the
communities in which we do business. Accordingly, like other businesses in our
communities, we are subject to the following risks:
●
|
the continued threat
of terrorism;
|
●
|
economic downturns,
both on a national and on local scales;
|
●
|
loss of key
personnel;
|
●
|
the availability, if
needed, of additional financing;
|
●
|
the continued
availability of insurance (in different types of policies) at reasonably
acceptable rates;
|
●
|
the general burdens
of governmental regulation, at the Local, State and Federal
levels;
|
●
|
climate change;
and
|
●
|
cyber
security.
|
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 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.
We try to lease our
properties to tenants with adequate finances, but as a result of the economic
downturn, even formerly financially strong tenants may be at risk. The Company
is trying to mitigate the latter by leasing our properties to multiple tenants
where applicable in order to diversify the tenant base.
Risks Related to our
Investments
Excess cash and cash
equivalents may be invested from time to time. We seek to earn rates of return
that will help us finance our business operations. These investments may be
subject to significant uncertainties and may not be successful for many reasons,
including, but not limited to the following:
●
|
fluctuations in
interest rates;
|
●
|
worsening of general
economic and market conditions; and
|
●
|
adverse legal,
financial and regulatory developments that may affect a particular
business.
|
Risk Factors
Summary
These are some of the Risk
Factors that could affect the Companys business. The Company endeavors to take
actions and do business in a way that reduces these Risk Factors or, at least,
takes them into account when conducting its business. Nevertheless, some of
these Risk Factors cannot be avoided so that the Company must also take
actions and do business that negates the adverse effects that these may have on
the Company.
ITEM 1B. UNRESOLVED
STAFF COMMENTS.
There are no unresolved
comments from the staff of the U. S. Securities and Exchange Commission as of
the date of this Annual Report on Form 10-K.
2
Table of Contents
ITEM 2.
PROPERTIES.
The table below sets forth
certain information as to each of the properties currently operated by the
Company:
|
|
|
Approximate
|
Location
|
|
Square
Feet
|
1.
|
Brooklyn, New York
|
|
|
|
|
Fulton Street at
Bond Street
|
|
380,000
|
|
2.
|
Brooklyn, New York
|
|
|
|
|
Jowein building at
Elm Place
|
|
201,000
|
|
3.
|
Jamaica, New York
|
|
|
|
|
Jamaica Avenue at
169th Street
|
|
297,000
|
|
4.
|
Fishkill, New York
|
|
|
|
|
Route 9 at
Interstate Highway 84
|
|
203,000
|
|
|
|
|
(located on
|
|
|
|
|
14.6
acres
|
)
|
5.
|
Levittown, New York
|
|
|
|
|
Hempstead
Turnpike
|
|
10,000
|
|
|
|
|
(located on
|
|
|
|
|
75,800 square
|
|
|
|
|
feet of land
|
)
|
6.
|
Massapequa, New York
|
|
|
|
|
Sunrise
Highway
|
|
133,400
|
|
7.
|
Circleville, Ohio
|
|
|
|
|
Tarlton
Road
|
|
193,350
|
|
|
|
|
(located on
|
|
|
|
|
11.6 acres
|
)
|
8.
|
Brooklyn, New York
|
|
|
|
|
Truck bays, passage
facilities and tunnel-Schermerhorn Street
|
|
17,000
|
|
|
Building-Livingston
Street
|
|
10,500
|
|
Properties are leased
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
2017 Annual Report to Shareholders, incorporated herein by reference. The
property owned which is held subject to mortgage is the Brooklyn Fulton
Street at Bond Street building.
|
|
1.
|
Brooklyn, New YorkFulton Street at Bond
Street
|
|
90% of the property
is owned by the Company and the remaining 10% of the property is leased by
the Company under five separate leases. Expiration dates are as follows:
12/8/2043 (1 lease) which lease currently has one thirty-year renewal
option through 12/8/2073. The Company in July 2012, exercised the first
renewal option for thirty years ending 12/8/2043; 4/30/2021 (2 leases),
which leases previously had expiration dates of April 30, 2011 and were
extended for an additional ten years; and 4/30/2031 (2 leases) which
leases previously had expiration dates of April 30, 2011 and were extended
for an additional twenty years.
The property is
currently leased to twenty-two tenants of which seven are retail tenants,
two are fast food restaurants, eleven occupy office space, one is a dental
office and one is a medical office. Two tenants have leased in excess of
10% of the rentable square footage. One tenant is a department store
(33.42%) and the other tenant occupies office space (15.06%).
In February 2017, a
tenant who occupies 25,423 square feet of office space whose lease expired
on March 31, 2017, extended the lease until December 31, 2017.
In March 2017, the
Company leased 7,700 square feet to a medical facility 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 will be approximately $400,000 and brokerage
commissions were $216,052. The tenant is anticipated to take occupancy and
commence payment of rent in January
2018.
|
3
Table of Contents
|
On April 4, 2017, a
tenant filed for Chapter 11 protection. This tenant accounted for 2.33% of
our annual net rental income for the year ended July 31, 2017. The tenant
vacated the premises in July 2017. The annual loss in rental income will
be $442,000.
It is the intention
of the Company to negotiate the renewals of the expiring leases as they
come due, providing the tenants maintain adequate
finances.
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number of
|
|
Area
|
|
Annual
|
|
Percentage of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
74.73%
|
|
7/31/2018
|
|
|
6
|
|
|
30,026
|
|
|
$1,058,686
|
|
|
|
5.717
|
|
|
7/31/2014
|
|
76.21%
|
|
7/31/2019
|
|
|
2
|
|
|
57,909
|
|
|
1,007,433
|
|
|
|
5.440
|
|
|
7/31/2015
|
|
77.08%
|
|
7/31/2020
|
|
|
1
|
|
|
1,000
|
|
|
42,000
|
|
|
|
.227
|
|
|
7/31/2016
|
|
76.44%
|
|
7/31/2021
|
|
|
4
|
|
|
17,205
|
|
|
833,264
|
|
|
|
4.500
|
|
|
7/31/2017
|
|
75.59%
|
|
7/31/2022
|
|
|
1
|
|
|
2,000
|
|
|
103,205
|
|
|
|
.557
|
|
|
|
|
|
|
7/31/2023
|
|
|
1
|
|
|
2,160
|
|
|
69,000
|
|
|
|
.373
|
|
|
|
|
|
|
7/31/2024
|
|
|
1
|
|
|
1,140
|
|
|
64,282
|
|
|
|
.347
|
|
|
|
|
|
|
7/31/2025
|
|
|
1
|
|
|
3,080
|
|
|
112,000
|
|
|
|
.605
|
|
|
|
|
|
|
7/31/2028
|
|
|
1
|
|
|
7,700
|
|
|
|
|
|
|
.000
|
|
|
|
|
|
|
7/31/2032
|
|
|
2
|
|
|
28,218
|
|
|
889,627
|
|
|
|
4.804
|
|
|
|
|
|
|
7/31/2036
|
|
|
2
|
|
|
138,124
|
|
|
3,315,657
|
|
|
|
17.905
|
|
|
|
|
|
|
|
|
|
22
|
|
|
288,562
|
|
|
$7,495,154
|
|
|
|
40.475
|
|
|
The Company uses
17,810 square feet of available space.
As of July 31, 2017
the federal tax basis is $22,247,043 with accumulated depreciation of
$11,347,437 for a net carrying value of $10,899,606. The lives taken for
depreciation vary between 15-40 years and the methods used are
straight-line and declining balance.
The real estate taxes
for this property are $1,773,245 per year and the rate used is averaged at
$11.305 per $100 of assessed valuation.
|
2.
|
Brooklyn, New YorkJowein building at Elm
Place
|
|
The building is
owned. The property is currently leased to thirteen tenants of which two
are retail stores, one is a fast food restaurant, two for warehouse space
and eight leases are for office space.
In May 2015, the
Company entered into a 20 year lease agreement with a new tenant
(cancellation clause after the 10th year) to occupy 17,425 square feet of
office space. Occupancy commenced in March 2017 and rent commenced in June
2017. The amount of brokerage commissions and construction costs were
$496,266 and $1,750,570, respectively.
In February 2017, a
tenant who occupies 41,385 square feet of office space surrendered 10,569
square feet and extended the lease for the remaining 30,816 square feet
from May 31, 2019 until May 31, 2020. The 10,569 square feet surrendered
was leased to a new tenant in February 2017 for a period of five
years.
In May 2017, a tenant
who occupies 8,300 square feet of office surrendered 5,000 square feet.
The 5,000 square feet surrendered was leased to a new tenant in May 2017
for a period of ten years.
|
4
Table of Contents
|
It is the intention of the Company to
negotiate the renewals of the expiring leases as they come due, providing
the tenants maintain adequate finances.
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number of
|
|
Area
|
|
Annual
|
|
Percentage of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
61.45%
|
|
7/31/2018
|
|
|
1
|
|
|
5,500
|
|
|
$24,000
|
|
|
.130
|
|
|
7/31/2014
|
|
70.49%
|
|
7/31/2019
|
|
|
2
|
|
|
26,903
|
|
|
942,296
|
|
|
5.089
|
|
|
7/31/2015
|
|
68.83%
|
|
7/31/2020
|
|
|
1
|
|
|
30,816
|
|
|
948,312
|
|
|
5.121
|
|
|
7/31/2016
|
|
70.70%
|
|
7/31/2021
|
|
|
1
|
|
|
500
|
|
|
45,826
|
|
|
.247
|
|
|
7/31/2017
|
|
77.53%
|
|
7/31/2022
|
|
|
2
|
|
|
16,069
|
|
|
273,742
|
|
|
1.478
|
|
|
|
|
|
|
7/31/2023
|
|
|
1
|
|
|
13,460
|
|
|
434,799
|
|
|
2.348
|
|
|
|
|
|
|
7/31/2025
|
|
|
1
|
|
|
23,004
|
|
|
470,515
|
|
|
2.541
|
|
|
|
|
|
|
7/31/2028
|
|
|
1
|
|
|
5,000
|
|
|
24,602
|
|
|
.133
|
|
|
|
|
|
|
7/31/2036
|
|
|
1
|
|
|
8,500
|
|
|
28,972
|
|
|
.156
|
|
|
|
|
|
|
7/31/2037
|
|
|
1
|
|
|
17,425
|
|
|
212,593
|
|
|
1.148
|
|
|
|
|
|
|
7/31/2059
|
|
|
1
|
|
|
19,437
|
|
|
115,842
|
|
|
.626
|
|
|
|
|
|
|
|
|
|
13
|
|
|
166,614
|
|
$
|
3,521,499
|
|
|
19.017
|
|
|
As of July 31, 2017
the federal tax basis is $7,443,176 with accumulated depreciation of
$4,027,891 for a net carrying value of $3,415,285. The lives taken for
depreciation vary between 15-40 years and the methods used are
straight-line and declining balance.
The real estate taxes
for this property are $625,795 per year and the rate used is averaged at
$11.202 per $100 of assessed valuation.
|
|
|
3.
|
Jamaica, New YorkJamaica Avenue at 169th
Street
|
|
|
|
The building is owned
and the land is leased from an affiliated company. The lease expires July
31, 2027. The property is currently leased to nine tenants: five are
retail tenants and four occupy office space. Four tenants each occupy in
excess of 10% of the rentable square footage: two retail stores occupy
15.86% and 17.66%, respectively; and two office tenants occupy 14.23% and
13.50%, respectively. Approximately 23,000 square feet of the building is
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.
In October 2016, a
tenant who occupies 2,680 square feet of retail space vacated the space.
The space was leased to an existing tenant at a higher annual rental
income effective November 2016.
In December 2016, a
tenant who occupies 47,100 square feet of retail space extended its lease
for an additional two years expiring May 31, 2019.
It is the intention
of the Company to negotiate the renewals of the expiring leases as they
come due, providing the tenants maintain adequate
finances.
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number of
|
|
Area
|
|
Annual
|
|
Percentage of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
80.30%
|
|
7/31/2019
|
|
|
2
|
|
|
87,209
|
|
$
|
1,831,710
|
|
|
9.892
|
|
|
7/31/2014
|
|
75.41%
|
|
7/31/2020
|
|
|
1
|
|
|
42,250
|
|
|
1,109,133
|
|
|
5.990
|
|
|
7/31/2015
|
|
80.50%
|
|
7/31/2021
|
|
|
2
|
|
|
472
|
|
|
70,800
|
|
|
.382
|
|
|
7/31/2016
|
|
80.16%
|
|
7/31/2022
|
|
|
1
|
|
|
22,045
|
|
|
502,583
|
|
|
2.714
|
|
|
7/31/2017
|
|
80.50%
|
|
7/31/2024
|
|
|
1
|
|
|
28,634
|
|
|
544,293
|
|
|
2.939
|
|
|
|
|
|
|
7/31/2026
|
|
|
1
|
|
|
6,021
|
|
|
167,612
|
|
|
.905
|
|
|
|
|
|
|
7/31/2027
|
|
|
1
|
|
|
52,444
|
|
|
787,335
|
|
|
4.252
|
|
|
|
|
|
|
|
|
|
9
|
|
|
239,075
|
|
$
|
5,013,466
|
|
|
27.074
|
|
5
Table of Contents
|
As of July 31, 2017
the federal tax basis is $12,967,130 with accumulated depreciation of
$8,372,805 for a net carrying value of $4,594,325. The lives taken for
depreciation vary between 15-40 years and the methods used are
straight-line and declining balance.
|
|
|
The real estate taxes
for this property are $389,540 per year and the rate used is averaged at
$11.844 per $100 of assessed valuation.
|
|
4.
|
Fishkill, New
YorkRoute 9 at Interstate Highway 84
|
|
|
|
The Company owns the
entire property. In October 2013, the Company leased 99,992 square feet
to a retail tenant. Occupancy commenced in November 2013 and rent
commenced in March 2014. This tenant planned to vacate the space, but in
May 2017, an agreement was reached where they will continue occupancy.
There are approximately 100,000 square feet of the building available for
lease. There are plans to renovate vacant 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.
|
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number
of
|
|
Area
|
|
Annual
|
|
Percentage
of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
|
|
7/31/2019
|
|
|
1
|
|
|
99,992
|
|
$
|
288,500
|
|
|
1.558
|
|
|
7/31/2014
|
|
29.62%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2015
|
|
47.39%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2016
|
|
47.39%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2017
|
|
47.39%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 31, 2017
the federal tax basis is $10,779,753 with accumulated depreciation of
$9,129,487 for a net carrying value of $1,650,266. The lives taken for
depreciation vary between 15-40 years and the methods used are
straight-line and declining balance.
The real estate taxes
for this property are $147,845 per year and the rate used is averaged at
$3.28 per $100 of assessed valuation.
|
|
|
5.
|
Levittown, New
YorkHempstead Turnpike
|
|
|
The Company owns the
entire property. In October 2006, the Company entered into a lease
agreement with a restaurant. The restaurant constructed a new 10,000
square foot building, which opened in May 2008. In October 2016, the
restaurant extended its lease for an additional five years expiring May 3,
2023. Ownership of the building reverts to the Company at the conclusion
of the leasing arrangement, currently May 3, 2023.
|
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number
of
|
|
Area
|
|
Annual
|
|
Percentage
of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
100.00%
|
|
7/31/2023
|
|
Building
|
|
10,000
|
|
$
|
389,460
|
|
|
2.103
|
|
|
7/31/2014
|
|
100.00%
|
|
|
|
Land
|
|
75,800
|
|
|
|
|
|
|
|
|
7/31/2015
|
|
100.00%
|
|
|
|
|
1
|
|
|
85,800
|
|
|
|
|
|
|
|
|
7/31/2016
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2017
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The real estate taxes for this
property are $166,381 per year and the rate used is averaged at $1,072.80
per $100 of assessed valuation.
|
|
|
6.
|
Massapequa, New
YorkSunrise Highway
|
|
|
The Company is the
prime tenant of this leasehold. The lease expired May 14, 2009, and there
was one renewal option for twenty-one years, which the Company exercised
in April 2008. The leasehold is currently subleased to one tenant for use
as a bank. The bank occupies 85.01% of the property. The sublease expires
in May 2030, with no renewal options. There is 20,000 square feet of area
available for lease.
|
6
Table of Contents
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number
of
|
|
Area
|
|
Annual
|
|
Percentage
of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
100.00%
|
|
7/31/2030
|
|
|
1
|
|
|
113,400
|
|
$
|
759,722
|
|
|
4,103
|
|
|
7/31/2014
|
|
98.75%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2015
|
|
85.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2016
|
|
85.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2017
|
|
85.01%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The real estate taxes for this property are
$261,102 per year and the rate used is averaged at $882.05 per $100 of
assessed valuation.
|
|
|
The Company does not own this property.
Improvements to the property, if any, are made by
tenants.
|
|
7.
|
Circleville,
OhioTarlton Road
|
|
|
|
The Company owns the entire property. The
property is currently leased to two tenants. The tenants use these
premises for warehouse and distribution facilities. One tenants 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 at which
time the tenant occupied 30,000 square feet on a month to month basis. In
October 2013, the tenant signed a lease agreement for a five year period
to occupy 48,000 square feet and in May 2015 signed a modification of
lease to occupy 72,000 square feet. In August 2016, this tenant signed a
further modification of lease to occupy 84,000 square feet. The other
tenants lease agreement was executed in May 2015, for a five-year period
effective June 1, 2015, and allows the tenant to have permanent space of
108,000 square feet.
|
|
Occupancy
|
|
Lease
Expiration
|
|
Rent
|
|
Year
|
|
|
|
Year
|
|
Number
of
|
|
Area
|
|
Annual
|
|
Percentage
of
|
|
Ended
|
|
Rate
|
|
Ended
|
|
Leases
|
|
Sq. Ft.
|
|
Rent
|
|
Gross Annual
Rent
|
|
7/31/2013
|
|
72.41%
|
|
7/31/2019
|
|
|
1
|
|
|
84,000
|
|
$
|
219,216
|
|
|
1.184
|
|
|
7/31/2014
|
|
78.36%
|
|
7/31/2020
|
|
|
1
|
|
|
108,000
|
|
|
238,007
|
|
|
1.285
|
|
|
7/31/2015
|
|
91.54%
|
|
|
|
|
2
|
|
|
192,000
|
|
$
|
457,223
|
|
|
2.469
|
|
|
7/31/2016
|
|
96.72%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/31/2017
|
|
99.04%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 31, 2017
the federal tax basis is $4,466,746 with accumulated depreciation of
$3,335,927 for a net carrying value of $1,130,819. The lives taken for
depreciation vary between 15-40 years and the methods used are
straight-line and declining balance.
|
|
|
The real estate taxes
for this property are $32,203 per year and the rate used is averaged at
$4.58 per $100 of assessed valuation.
|
|
8.
|
Brooklyn, New YorkLivingston Street
|
|
|
The City of New York
through its Economic Development Administration constructed a municipal
garage at Livingston Street opposite the Companys Brooklyn properties.
The Company has a long-term lease with the City of New York and another
landlord which expired in 2013. The lease has two renewal options, the
last of which expires in 2073. The Company exercised one of the renewal
options in July 2012 for an additional thirty year period, expiring in
2043, under which:
|
|
|
(1)
|
Such garage provided
truck bays and passage facilities through a tunnel, both for the exclusive
use of the Company, to the structure referred to in (2) below. The truck
bays, passage facilities and tunnel, totaling approximately 17,000 square
feet, are included in the lease from the City of New York and another
landlord referred to in the preceding paragraph.
|
|
|
|
On June 16, 2014, the
Company entered into a Second Amendment of Lease (the Amendment) with 33
Bond St. LLC (Bond), its landlord, for certain truck bays and
approximately 1,000 square feet located at the cellar level within a
garage at Livingston and Bond Street (Premises). Pursuant to the
Amendment, (1) a lease option for the Premises was exercised extending the
lease until December 8, 2043,
|
7
Table of Contents
|
|
(2) the Company,
simultaneously with the execution of the Amendment, vacated the Premises
so that Bond may demolish the building in which the Premises is located in
order to develop and construct a new building at the location, and (3)
Bond agreed to redeliver to the Company possession of the reconfigured
Premises after construction.
As consideration
under the Amendment, Bond agreed to pay the Company a total of $3,500,000.
Upon execution of the Amendment, the Company recorded $3,500,000 to
deferred revenue to be amortized to revenue to temporally vacate the
premises over the expected vacate period of 36 months. Bond tendered
$2,250,000 simultaneously with the execution of the Amendment, and the
balance due of $1,250,000 on June 16, 2015 had been received by the
Company. The Company is anticipating re-occupying the premises in late
2017.
In connection with
the Amendment, the parties also agreed to settle a pending lawsuit in the
Supreme Court of the State of New York, Kings County, Index No. 50796/13
(the Action), in which the Company sought, among other things, a
declaratory judgment that it validly renewed the lease for the Premises,
and Bond sought, among other things, a declaratory judgment that the lease
expired by its terms on December 8, 2013. Pursuant to a stipulation of
settlement, filed on June 16, 2014, the Action, including all claims and
counterclaims, has been discontinued with prejudice, without costs or
attorneys fees to any party as against the other. The stipulation of
settlement also contains general releases by both parties of all
claims.
|
|
|
|
|
(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 Company in July 2012, exercised the first
renewal option for thirty years, ending in 2043. The plot is adjacent to
and connected with the Companys Brooklyn properties.
|
|
|
|
|
In the opinion of
management, all of the Companys properties are adequately covered by
insurance.
See Note 10 to the
Consolidated Financial Statements contained in the 2017 Annual Report to
Shareholders, which information is incorporated herein by reference, for
information concerning the tenants, the rental income from which equals
10% or more of the Companys rental
income.
|
ITEM 3. LEGAL PROCEEDINGS.
Due to defective
workmanship and breach of contract, the Company continues to pursue damages and
return in full of a $376,467 deposit paid a contractor when construction
commenced to replace a roof and various other work on the Fishkill, New York
building. Both the contractor and subcontractors have claimed the Company
tortuously interfered with the construction contracts arguing for fees and costs
which approximate $700,000. While the Company strongly disputes the claims, it
is possible that the court may rule against the Company and may assess damages
in amounts up to approximately $700,000. It is also possible that the court may
rule in favor of the Company and that no damages would be awarded against the
Company and the Company could obtain an order for the return of all or a portion
of amounts previously paid. A charge to real estate operating expenses in the
amount of $279,213 was recorded for the fiscal year ended July 31, 2016.
Following initial court decisions, another $141,132 was charged to operating
expenses on October 31, 2016 and this amount was ordered by the Court to be
paid, plus interest, in a judgement dated September 14, 2017. The testimony
phase of the trial has been completed and the parties await further decisions
and orders of the court.
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 Companys 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.
ITEM 4. MINE SAFETY
DISCLOSURES.
None
8
Table of Contents
PART II
ITEM 5.
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
|
COMMON STOCK AND
DIVIDEND INFORMATION
Effective November 8, 1999,
the Companys common stock commenced trading on The Nasdaq Capital Market tier
of The Nasdaq Stock Market under the Symbol: Mays. Such shares were previously
traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became
operational as an exchange in NASDAQ-Listed Securities. It is now known as The
NASDAQ Stock Market LLC.
The following is the sales
price range per share of J. W. Mays, Inc. common stock during the fiscal years
ended July 31, 2017 and 2016:
|
|
Sales
Price
|
Three Months
Ended
|
|
High
|
|
Low
|
October 31, 2016
|
|
$
|
48.50
|
|
$
|
42.50
|
January 31, 2017
|
|
|
46.50
|
|
|
41.50
|
April 30, 2017
|
|
|
43.00
|
|
|
38.00
|
July
31, 2017
|
|
|
41.50
|
|
|
33.55
|
|
October 31, 2015
|
|
$
|
63.20
|
|
$
|
55.00
|
January 31, 2016
|
|
|
57.90
|
|
|
54.91
|
April 30, 2016
|
|
|
55.00
|
|
|
46.00
|
July
31, 2016
|
|
|
57.87
|
|
|
47.62
|
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 1, 2017, the
Company had approximately 800 shareholders of record.
RECENT SALES OF
UNREGISTERED SECURITIES
During the year ended July
31, 2017 we did not sell any unregistered securities.
RECENT PURCHASES OF
EQUITY SECURITIES
During the year ended July
31, 2017 we did not repurchase any of our outstanding equity
securities.
9
Table of Contents
PERFORMANCE
GRAPH
The following graph sets
forth a five- year comparison of cumulative total shareholder return for the
Company, the Standard & Poors 500 Stock-Index (S&P 500), and a Peer
Group. The graph assumes the investment of $100 at the close of trading July 31,
2012 in the common stock of the Company, the S&P 500 and the Peer Group, and
the reinvestment of all dividends, although the Company did not pay a dividend
during this five-year period.
Comparison of Five-Year
Cumulative Total Return*
J. W. MAYS, INC., Standard & Poors 500 And
Peer Group
(Performance Results Through 7/31/17)
|
|
7/31/2012
|
|
7/31/2013
|
|
7/31/2014
|
|
7/31/2015
|
|
7/31/2016
|
|
7/31/2017
|
J.
W. MAYS, INC.
|
|
$
|
100.00
|
|
$
|
138.44
|
|
$
|
312.10
|
|
$
|
275.58
|
|
$
|
246.75
|
|
$
|
194.81
|
Standard & Poors 500
|
|
$
|
100.00
|
|
$
|
126.94
|
|
$
|
148.44
|
|
$
|
165.09
|
|
$
|
174.35
|
|
$
|
202.31
|
Peer
Group
|
|
$
|
100.00
|
|
$
|
105.03
|
|
$
|
135.41
|
|
$
|
127.87
|
|
$
|
144.57
|
|
$
|
109.90
|
____________________
Assumes $100 invested at
the close of trading 7/31/12 in J. W. MAYS, INC. common stock, Standard &
Poors 500 and Peer Group.
* Cumulative total return
assumes reinvestment of dividends.
Source: Value Line Publishing LLC
Factual material is
obtained from sources believed to be reliable, but the publisher is not
responsible for any errors or omissions contained herein.
The Performance Graph shall
not be deemed incorporated by reference by any general statement of
incorporation by reference in any filing made under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, and shall not
otherwise be deemed filed under such Acts.
10
Table of Contents
ITEM 6. SELECTED
FINANCIAL DATA.
The information appearing
under the heading Summary of Selected Financial Data on page 2 of the
Registrants 2017 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The information appearing
under the heading Managements Discussion and Analysis of Financial Condition
and Results of Operations on pages 24-28 of the Registrants 2017 Annual Report
to Shareholders is incorporated herein by reference.
ITEM 7A. 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 July 31, 2017, the Company had
fixed-rate debt of $5,629,679.
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
The Registrants
Consolidated Financial Statements, together with the report of DArcangelo &
Co., LLP, independent registered public accounting firm, dated October 5, 2017,
appearing on pages 4 through 22 of the Registrants 2017 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, 6, and 7 hereof, the 2017 Annual Report to Shareholders is not to be
deemed filed as part of this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
There are no disagreements
between the Company and its accountants relating to accounting or financial
disclosures.
ITEM 9A. CONTROLS AND
PROCEDURES.
(A) EVALUATION OF
DISCLOSURE CONTROLS AND PROCEDURES.
The Companys management
reviewed the Companys internal controls and procedures and the effectiveness of
these controls. As of July 31, 2017, the Company carried out an evaluation,
under the supervision of, and with the participation of the Companys
management, including its Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the
Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company required to be included in its periodic SEC
filings.
(B) CHANGE TO INTERNAL
CONTROLS OVER FINANCIAL REPORTING.
There was no change in the
Companys internal controls over financial reporting or in other factors during
the Companys last fiscal quarter that materially affected, or is reasonably
likely to materially affect, the Companys internal controls over financial
reporting. There were no significant deficiencies or material weaknesses noted,
and therefore there were no corrective actions taken.
11
Table of Contents
(C) MANAGEMENTS ANNUAL
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
The Companys management is
responsible for establishing and maintaining adequate internal control over
financial reporting as such term is defined in Rule 13(a)-15(f). Our internal
control system has been designed to provide reasonable assurance to the
Companys management and its Board of Directors regarding the preparation and
fair presentation of published financial statements. All internal control
systems, no matter how well designed, have inherent limitations. Even those
systems that have been determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation. The
Companys management assessed the effectiveness of our internal control over
financial reporting as of July 31, 2017. In making this assessment, the
Companys management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control Integrated
Framework published in 2013. Based on the Companys assessments, we believe
that, as of July 31, 2017, its internal control over financial reporting is
effective based on these criteria.
This Form 10-K Annual
Report does not include an attestation report of our independent registered
public accounting firm regarding internal controls over financial reporting.
Managements report was not subject to attestation by our independent registered
public accounting firm pursuant to the permanent exemption for smaller reporting
company filers from the internal control audit requirement of Section 404(b) of
the Sarbanes-Oxley Act of 2002.
ITEM 9B. OTHER
INFORMATION.
Reports on Form 8-K
- One report on Form 8-K was
filed by the Company during the three months ended July 31, 2017.
Item reported - The Company
reported its financial results for the three and nine months ended April 30,
2017.
Date of report filed - June 8, 2017.
PART III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information relating to
directors of the Company is contained in the Definitive Proxy Statement for the
2017 Annual Meeting of Shareholders and such information is incorporated herein
by reference.
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, 2011 and renewed August 1, 2014 and August 1,
2017).
|
|
|
|
|
|
First Became
|
|
|
|
|
Business Experience During
|
|
Such Officer
|
Name
|
|
Age
|
|
the Past Five
Years
|
|
or
Director
|
Lloyd J. Shulman
|
|
75
|
|
President
|
|
November, 1978
|
|
|
|
|
Co-Chairman
of the Board and President
|
|
June, 1995
|
|
|
|
|
Chairman of
the Board and President
|
|
November, 1996
|
|
|
|
|
Director
|
|
November, 1977
|
Mark
S. Greenblatt
|
|
63
|
|
Vice
President
|
|
August, 2000
|
|
|
|
|
Treasurer
|
|
August, 2003
|
|
|
|
|
Director
|
|
August, 2003
|
|
|
|
|
Assistant Treasurer
|
|
November, 1987
|
Ward N. Lyke, Jr.
|
|
66
|
|
Vice President
|
|
February, 1984
|
|
|
|
|
Assistant Treasurer
|
|
August, 2003
|
George Silva
|
|
67
|
|
Vice
President
|
|
March, 1995
|
12
Table of Contents
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 11.
COMPENSATION.
The information required by
this item appears under the heading Compensation in the Definitive Proxy
Statement for the 2017 Annual Meeting of Shareholders and such information is
incorporated herein by reference.
ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
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 2017 Annual Meeting of
Shareholders and such information is incorporated herein by
reference.
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
The information required by
this item appears under the headings Compensation Certain Transactions, and
Board Interlocks and Insider Participation in the Definitive Proxy Statement
for the 2017 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 (on a cash basis) to its independent
registered public accounting firm, DArcangelo & Co., LLP, for the fiscal
years 2017 and 2016.
|
|
Fiscal Year
|
|
Fiscal Year
|
|
|
2017
|
|
2016
|
Audit fees
|
|
|
$
|
214,000
|
|
|
|
$
|
107,020
|
|
Tax
fees
|
|
|
|
21,653
|
|
|
|
|
51,060
|
|
Other fees
|
|
|
|
4,325
|
|
|
|
|
6,570
|
|
Total
|
|
|
$
|
239,978
|
|
|
|
$
|
164,650
|
|
Audit Fees for fiscal year
2017 and fiscal year 2016 were for professional services rendered for the audits
of the consolidated financial statements of the Company, interim quarterly
reviews of Form 10-Q information and assistance with the review of documents
filed with the U. S. Securities and Exchange Commission.
Tax Fees and Other Fees for
fiscal year 2017 and fiscal year 2016 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.
PART IV
ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
The following documents are
filed as part of this report:
|
1.
|
|
The Consolidated
Financial Statements and report of DArcangelo & Co., LLP, independent
registered public accounting firm, dated October 5, 2017, set forth on
pages 4 through 22 of the Companys 2017 Annual Report to
Shareholders.
|
|
|
|
2.
|
|
See accompanying
Index to the Companys Consolidated Financial Statements and
Schedules.
|
13
Table of Contents
|
3.
|
|
Exhibits:
|
|
|
|
|
|
(2)
|
|
Plan of
acquisition, reorganization, arrangement, liquidation or successionnot
applicable.
|
|
|
|
|
|
(3)
|
|
Articles of
incorporation and by-laws:
|
|
|
|
|
|
|
|
(i)
|
|
Certificate of
Incorporation and certificate of amendment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
|
By-laws, as amended—incorporated by reference.
|
|
|
|
|
|
(4)
|
|
Instruments
defining the rights of security holders, including indenturessee Exhibit
(3) above.
|
|
|
|
|
|
(9)
|
|
Voting
trust agreementnot applicable.
|
|
|
|
|
|
(10)
|
|
Material
contracts:
|
|
|
|
|
|
|
|
(i)
|
|
The J.W. Mays, Inc.
Retirement Plan and Trust, Summary Plan Description, effective August 1,
2015.
|
|
|
|
|
|
|
|
(ii)
|
|
Employment Agreements
with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1,
2017—incorporated by reference.
|
|
|
|
|
|
(11)
|
|
Statement
re computation of per share earningsnot applicable.
|
|
|
|
|
|
(12)
|
|
Statement
re computation of ratiosnot applicable.
|
|
|
|
|
|
(13)
|
|
Annual
Report to security holders.
|
|
|
|
|
|
(14)
|
|
Code of
ethicsnot applicable.
|
|
|
|
|
|
(16)
|
|
Letter re
change in certifying auditorsnot applicable.
|
|
|
|
|
|
(18)
|
|
Letter re
change in accounting principlesnot applicable.
|
|
|
|
|
|
(21)
|
|
Subsidiaries of the registrant.
|
|
|
|
|
|
(22)
|
|
Published
report re matters submitted to vote of security holdersnot
applicable.
|
|
|
|
|
|
(24)
|
|
Power of
attorneynone.
|
|
|
|
|
|
(28)
|
|
Information
from reports furnished to state insurance regulatory authoritiesnot
applicable.
|
|
|
|
|
|
(31)
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.1Chief Executive Officer
31.2Chief Financial
Officer
|
|
|
|
|
|
(32)
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002; 18 U.S.C. Sec. 1350.
|
14
Table of Contents
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
J.W. MAYS, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
October 5, 2017
|
|
By:
|
LLOYD J. SHULMAN
|
|
|
|
|
Lloyd J. Shulman
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
Principal Executive Officer
|
|
|
|
|
President
|
|
|
|
|
Principal Operating Officer
|
|
|
|
October 5, 2017
|
|
By:
|
MARK S. GREENBLATT
|
|
|
|
|
Mark S. Greenblatt
|
|
|
|
|
Vice President and Treasurer
|
|
|
|
|
Principal Financial Officer
|
|
|
|
October 5, 2017
|
|
By:
|
WARD N. LYKE, JR.
|
|
|
|
|
Ward N. Lyke, Jr.
|
|
|
|
|
Vice President
|
|
|
|
|
and Assistant Treasurer
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant in the capacities and
on the date indicated.
Signature
|
|
Title
|
|
Date
|
|
LLOYD J. SHULMAN
|
|
Chairman of the Board, Chief Executive
|
|
October 5, 2017
|
Lloyd J. Shulman
|
|
Officer, President, Chief Operating
|
|
|
|
|
Officer and Director
|
|
|
|
MARK S. GREENBLATT
|
|
Vice President, Treasurer and Director
|
|
October 5, 2017
|
Mark S. Greenblatt
|
|
|
|
|
|
ROBERT L. ECKER
|
|
Director
|
|
October 5, 2017
|
Robert L. Ecker
|
|
|
|
|
|
STEVEN GURNEY-GOLDMAN
|
|
Director
|
|
October 5, 2017
|
Steven Gurney-Goldman
|
|
|
|
JOHN J. PEARL
|
|
Director
|
|
October 5, 2017
|
John J. Pearl
|
|
|
|
|
|
DEAN L. RYDER
|
|
Director
|
|
October 5, 2017
|
Dean L. Ryder
|
|
|
|
|
|
JACK SCHWARTZ
|
|
Director
|
|
October 5, 2017
|
Jack Schwartz
|
|
|
|
|
15
Table of Contents
INDEX TO REGISTRANTS
FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the
following sections of the Registrants Annual Report to Shareholders for the
fiscal year ended July 31, 2017, which are incorporated herein by reference:
Report of Independent
Registered Public Accounting Firm (page 22)
Consolidated Balance Sheets
(pages 4 and 5)
Consolidated Statements of
Income and Retained Earnings (page 6)
Consolidated Statements of
Comprehensive Income (page 7)
Consolidated Statements of
Cash Flows (page 8)
Notes to Consolidated
Financial Statements (pages 9-20)
Report of Management (page
21)
|
|
|
|
|
Page
|
|
Financial Statement Schedules:
|
|
|
|
II
|
|
Valuation and Qualifying Accounts
|
|
17
|
|
III
|
|
Real Estate and Accumulated
Depreciation
|
|
18
|
All other schedules for
which provision is made in the applicable regulations of the U. S. 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.
____________________
16
Table of Contents
SCHEDULE II
J.W. MAYS, INC.
VALUATION AND QUALIFYING
ACCOUNTS
|
|
Year Ended July
31,
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
Allowance for net unrealized gains on marketable
securities:
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
400,541
|
|
$
|
297,031
|
|
$
|
236,412
|
|
Additions
|
|
|
157,935
|
|
|
103,510
|
|
|
60,619
|
|
Balance, end of year
|
|
$
|
558,476
|
|
$
|
400,541
|
|
$
|
297,031
|
|
17
Table of Contents
SCHEDULE
III
J.W.
MAYS,
INC.
REAL
ESTATE
AND
ACCUMULATED
DEPRECIATION
July 31,
2017
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
|
Col. F
|
|
Col. G
|
|
Col. H
|
|
Col. I
|
Description
|
|
Encumbrances
|
|
Initial Cost to
Company
|
|
Cost Capitalized
Subsequent
to
Acquisition
|
|
Gross 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
|
|
|
Land
|
|
Building
&
Improvements
|
|
Improvements
|
|
Carried
Cost
|
|
Land
|
|
Building
&
Improvements
|
|
Total
|
|
|
|
|
Office and Rental Buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brooklyn, New York
Fulton Street at Bond Street
|
|
|
$
|
5,629,679
|
|
|
$
|
3,901,349
|
|
|
$
|
7,403,468
|
|
|
|
$
|
23,258,860
|
|
|
|
$
|
|
|
$
|
3,901,349
|
|
|
$
|
30,662,328
|
|
|
$
|
34,563,677
|
|
|
$
|
12,254,818
|
|
|
Various
|
|
Various
|
|
(1) (2)
|
Jamaica, New York
Jamaica Avenue
at 169th Street
|
|
|
|
|
|
|
|
|
|
|
|
3,215,699
|
|
|
|
|
16,442,748
|
|
|
|
|
|
|
|
|
|
|
|
19,658,447
|
|
|
|
19,658,447
|
|
|
|
10,560,346
|
|
|
1959
|
|
1959
|
|
(1) (2)
|
Fishkill, New York
Route 9 at Interstate
Highway 84
|
|
|
|
|
|
|
|
594,723
|
|
|
|
7,212,116
|
|
|
|
|
4,872,441
|
|
|
|
|
|
|
|
594,723
|
|
|
|
12,084,557
|
|
|
|
12,679,280
|
|
|
|
8,934,697
|
|
|
10/74
|
|
11/72
|
|
(1)
|
Brooklyn, New York
Jowein Building Fulton
Street and Elm Place
|
|
|
|
|
|
|
|
1,324,957
|
|
|
|
728,327
|
|
|
|
|
15,339,787
|
|
|
|
|
|
|
|
1,324,957
|
|
|
|
16,068,114
|
|
|
|
17,393,071
|
|
|
|
5,205,736
|
|
|
1915
|
|
1950
|
|
(1) (2)
|
Levittown, New York
Hempstead
Turnpike
|
|
|
|
|
|
|
|
125,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,927
|
|
|
|
|
|
|
|
125,927
|
|
|
|
|
|
|
4/69
|
|
6/62
|
|
(1)
|
Circleville, Ohio
Tarlton Road
|
|
|
|
|
|
|
|
120,849
|
|
|
|
4,388,456
|
|
|
|
|
86,520
|
|
|
|
|
|
|
|
120,849
|
|
|
|
4,474,976
|
|
|
|
4,595,825
|
|
|
|
2,693,045
|
|
|
9/92
|
|
12/92
|
|
(1)
|
Total(A)
|
|
|
$
|
5,629,679
|
|
|
$
|
6,067,805
|
|
|
$
|
22,948,066
|
|
|
|
$
|
60,000,356
|
|
|
|
$
|
|
|
$
|
6,067,805
|
|
|
$
|
82,948,422
|
|
|
$
|
89,016,227
|
|
|
$
|
39,648,642
|
|
|
|
|
|
|
|
____________________
(1)
|
Building and improvements
|
1840 years
|
|
|
|
(2)
|
Improvements to leased
property
|
340
years
|
|
|
(A)
|
Does not include Office Furniture and Equipment and Transportation
Equipment in the amount of $337,560 and Accumulated Depreciation thereon
of $220,056 at July 31, 2017.
|
|
|
|
Year Ended July
31,
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
Investment in Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Year
|
|
$
|
86,936,827
|
|
$
|
84,474,345
|
|
$
|
82,092,994
|
|
|
Improvements
|
|
|
2,079,400
|
|
|
2,462,482
|
|
|
2,426,491
|
|
|
Retirements
|
|
|
|
|
|
|
|
|
(45,140
|
)
|
|
Balance at End of Year
|
|
$
|
89,016,227
|
|
$
|
86,936,827
|
|
$
|
84,474,345
|
|
|
Accumulated Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Year
|
|
$
|
38,008,810
|
|
$
|
36,413,975
|
|
$
|
34,773,376
|
|
|
Additions Charged to Costs and
Expenses
|
|
|
1,639,832
|
|
|
1,594,835
|
|
|
1,658,091
|
|
|
Retirements
|
|
|
|
|
|
|
|
|
(17,492
|
)
|
|
Balance at End of Year
|
|
$
|
39,648,642
|
|
$
|
38,008,810
|
|
$
|
36,413,975
|
|
18
Table of Contents
EXHIBIT INDEX TO FORM
10-K
|
|
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
|
19
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