FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2010
----------------
[ ] 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
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J.W. Mays, Inc.
---------------
(Exact name of registrant as specified in its charter)
New York 11-1059070
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
9 Bond Street, Brooklyn, New York 11201-5805
----------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 718-624-7400
------------
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 __X__ 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 __X__.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ____ Accelerated filer ____
Non-accelerated filer __X__ Smaller reporting company ____
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ___ No __X__.
Indicate the number of shares outstanding of the issuer's common stock, as of
the latest practicable date.
Class Outstanding at December 8, 2010
----- -------------------------------
Common Stock, $1 par value 2,015,780 shares
This report contains 23 pages.
-1-
J. W. MAYS, INC.
INDEX
Page No.
Part I - Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
October 31, 2010 (unaudited) and July 31, 2010 3
Condensed Consolidated Statements of Income
and Retained Earnings - three months ended
October 31, 2010 and 2009 (unaudited) 4
Condensed Consolidated Statements of
Comprehensive Income - three months ended
October 31, 2010 and 2009 (unaudited) 5
Condensed Consolidated Statements of Cash Flows -
three months ended October 31, 2010 and 2009
(unaudited) 6
Notes to Condensed Consolidated Financial Statements 7 - 15
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 15 - 17
Item 3. Quantitative and Qualitative Disclosures
About Market Risks 18
Item 4. Controls and Procedures 18
Part II - Other Information 19
Item 1A. Risk Factors 19
Item 6. Exhibits 19
Signatures 20
Exhibit 31 Certifications Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
(31.1) - Chief Executive Officer 21
(31.2) - Chief Financial Officer 22
Exhibit 32 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 23
-2-
Part 1 - Financial Information
Item 1 - Financial Statements
J. W. MAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
October 31 July 31
ASSETS 2010 2010
--------------------------------------------------------------- --------------- ---------------
(Unaudited) (Audited)
Property and Equipment - Net (Notes 4, 7 and 8) $44,339,512 $44,540,571
------------- -------------
Current Assets:
Cash and cash equivalents (Note 6) 2,767,160 1,551,630
Marketable securities (Notes 5 and 6) 597,858 351,267
Receivables (Note 6) 289,538 249,968
Income taxes refundable 81,250 256,198
Deferred income taxes 279,000 285,000
Prepaid expenses 744,105 1,236,551
Security deposits 318,605 333,590
------------- -------------
Total current assets 5,077,516 4,264,204
------------- -------------
Other Assets:
Deferred charges 3,918,915 3,433,658
Less accumulated amortization 1,926,587 1,842,480
------------- -------------
Net 1,992,328 1,591,178
Receivables (Note 6) 120,000 150,000
Security deposits 875,030 862,911
Unbilled receivables (Note 10) 1,822,508 1,925,781
Marketable securities (Notes 5 and 6) 1,701,406 1,910,407
------------- -------------
Total other assets 6,511,272 6,440,277
------------- -------------
TOTAL ASSETS $55,928,300 $55,245,052
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------
Long-Term Debt:
Mortgages and term loan payable (Note 7) $6,929,295 $9,096,527
Note payable - related party (Note 9) 1,000,000 -
Security deposits payable 568,855 556,736
Payroll and other accrued liabilities 185,093 -
------------- -------------
Total long-term debt 8,683,243 9,653,263
------------- -------------
Deferred Income Taxes 1,794,000 1,804,000
------------- -------------
Current Liabilities:
Accounts payable 163,038 95,049
Payroll and other accrued liabilities 1,484,535 1,159,881
Other taxes payable 5,616 2,695
Current portion of long-term debt (Notes 7 and 9) 2,429,787 1,365,606
Current portion of security deposits payable 331,605 346,590
------------- -------------
Total current liabilities 4,414,581 2,969,821
------------- -------------
TOTAL LIABILITIES 14,891,824 14,427,084
------------- -------------
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
Unrealized gain on available-for-sale securities - net of
deferred taxes of $43,000 at October 31, 2010 and
$21,000 at July 31, 2010 85,270 41,717
Retained earnings 36,714,516 36,539,561
------------- -------------
42,324,328 42,105,820
Less common stock held in treasury, at cost - 162,517
shares at October 31, 2010 and at July 31, 2010 (Note 13) 1,287,852 1,287,852
------------- -------------
Total shareholders' equity 41,036,476 40,817,968
------------- -------------
Contingencies (Note 14)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $55,928,300 $55,245,052
============= =============
See Notes to Condensed Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Three Months Ended
October 31
------------------------------
2010 2009
------------- -------------
(Unaudited) (Unaudited)
Revenues
Rental income (Notes 4, 6 and 10) $3,608,290 3,639,001
Recovery of real estate taxes - 114,251
------------- -------------
Total revenues 3,608,290 3,753,252
------------- -------------
Expenses
Real estate operating expenses (Note 4) 1,863,977 1,860,937
Administrative and general expenses 874,173 872,018
Depreciation and amortization (Note 4) 391,195 374,929
------------- -------------
Total expenses 3,129,345 3,107,884
------------- -------------
Income from continuing operations before investment income,
interest expense and income taxes 478,945 645,368
------------- -------------
Investment income and interest expense:
Investment income (Note 5) 22,866 25,120
Interest expense (Notes 7, 9, and 12) (177,856) (165,654)
------------- -------------
(154,990) (140,534)
------------- -------------
Income from continuing operations before income taxes 323,955 504,834
Income taxes provided 149,000 176,000
------------- -------------
Net income from continuing operations 174,955 328,834
Discontinued operations (Note 4)
(Loss) from discontinued operations - net of taxes - (30,380)
------------- -------------
Net income 174,955 298,454
Retained earnings, beginning of period 36,539,561 36,107,353
------------- -------------
Retained earnings, end of period $36,714,516 36,405,807
============= =============
Income per common share (Note 2):
Income from continuing operations $.09 $.16
(Loss) from discontinued operations - (.01)
------------- -------------
Net income $.09 $.15
============= =============
Dividends per share $- $-
============= =============
Average common shares outstanding 2,015,780 2,015,780
------------- -------------
See Notes to Condensed Consolidated Financial Statements.
-4-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended
October 31
-------------- ---------------
2010 2009
------------- -------------
(Unaudited) (Unaudited)
Net Income $174,955 $298,454
------------- -------------
Other comprehensive income, net of taxes (Note 3)
Unrealized gain on available-for-sale securities,
net of taxes of $22,000 and $25,000 for the
three months ended October 31, 2010 and 2009, respect 43,553 49,439
------------- -------------
Net change in comprehensive income 43,553 49,439
------------- -------------
Comprehensive income $218,508 $347,893
============= =============
See Notes to Condensed Consolidated Financial Statements.
-5-
J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
October 31
--------------------------------
2010 2009
------------- -------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income from continuing operations $174,955 $328,834
(Loss) from discontinued operations - net of taxes - (30,380)
------------- -------------
Net income 174,955 298,454
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization from continuing operations 391,195 374,929
Depreciation and amortization from discontinued operations - 39,600
Amortization of deferred charges 84,107 93,526
Other assets - deferred charges (485,257) (50,198)
- unbilled receivables 103,273 144,286
Deferred income taxes (26,000) 1,000
Changes in:
Receivables (9,570) 46,035
Real estate taxes refundable - (173,904)
Income taxes refundable 174,948 -
Prepaid expenses 492,446 1,047,376
Accounts payable 67,989 4,078
Payroll and other accrued liabilities 509,747 (257,247)
Income taxes payable - (154,621)
Other taxes payable 2,921 2,762
------------- -------------
Cash provided by operating activities 1,480,754 1,416,076
------------- -------------
Cash Flows From Investing Activities:
Capital expenditures (190,136) (228,257)
Security deposits 2,866 80,757
Marketable Securities:
Receipts from sales or maturities 28,542 -
Payments for purchases (579) (225,582)
------------- -------------
Cash (used) by investing activities (159,307) (373,082)
------------- -------------
Cash Flows From Financing Activities:
(Decrease) - security deposits (2,866) (71,757)
Borrowings - mortgage and other debt - 850,000
Mortgage and other debt payments (103,051) (245,170)
------------- -------------
Cash provided (used) by financing activities (105,917) 533,073
------------- -------------
Increase in cash and cash equivalents 1,215,530 1,576,067
Cash and cash equivalents at beginning of period 1,551,630 653,719
------------- -------------
Cash and cash equivalents at end of period $2,767,160 $2,229,786
============= =============
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, and the
reported amounts of revenues and expenses during the reporting period. The
estimates that we make include allowance for doubtful accounts,
depreciation and amortization, 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, 2010 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, 2010. 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, 2011.
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
three months ended October 31, 2010 and October 31, 2009.
3. Comprehensive Income:
FASB ASC 220-10 (formerly known as SFAS No. 130), "Reporting Comprehensive
Income", establishes standards for the reporting of comprehensive income
and its components. It requires all items that are required to be
recognized as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other income
statement information. Comprehensive income is defined to include all
changes in equity except those resulting from investments by and
distributions to shareholders.
-7-
4. Discontinued Operations:
The Company's lease with its landlords at the Jowein building in Brooklyn,
New York expired on April 30, 2010. The Company returned the premises in
"as is" condition and the Company will have no obligation to correct, cure
or take any action relating to repairing such premises other than the cure
of certain existing violations.
As part of the settlement the Company paid to the landlords' successor
("490 Owner") $1,000,000. The Company also transferred to 490 Owner title
to 484 Fulton Street, Brooklyn, New York (with an appraised value of
$4,490,000) subject to the existing tenancy and 490 Owner has caused title
to 14 Hanover Place, Brooklyn, New York (with an appraised value of
$900,000) to be transferred to the Company. The appraised values of the
two buildings were based upon a review of "comparables" (other properties
which are believed by the appraisers to be similar to the properties
subject to the appraisals). The appraised values of the two properties
were not derived from a negotiation between the parties as to the actual
purchase and sale prices for such properties since no such negotiation took
place. Nor were such appraised values derived using other valuation
methods, such as the net present value from cash flows. Accordingly, these
appraised values are merely estimated values of the properties. The
exchange was accounted for under ASC Topic 805 "Exchanges of Nonmonetary
Assets."
The Condensed Consolidated Statements of Income and Retained Earnings have
been reclassified to show discontinued operations as a line item. The
Components are as follows:
Three Months Ended
October 31
-------------------------------
2010 2009
-------------- --------------
(Unaudited) (Unaudited)
Revenues
Rental income $- $472,382
-------------- --------------
Expenses
Real estate operating expenses - 479,162
Depreciation and amortization - 39,600
-------------- --------------
Total - 518,762
-------------- --------------
(Loss) from operations - (46,380)
Income tax (benefit) - (16,000)
-------------- --------------
Net (loss) from discontinued
operations - net of taxes $- $(30,380)
-------------- --------------
-8-
5. Marketable Securities:
The Company categorizes marketable securities as either trading, available-
for-sale or held-to-maturity. Trading securities are carried at fair value
with unrealized gains and losses included in income. Available-for-sale
securities are carried at fair value measurements using quoted prices in
active markets for identical assets or liabilities (which is considered a
Level 1 valuation) with unrealized gains and losses recorded as a separate
component of shareholders' equity. Held-to-maturity securities are carried
at amortized cost. Dividends and interest income are accrued as earned.
Realized gains and losses are determined on a specific identification
basis. The Company reviews marketable securities for impairment whenever
circumstances and situations change such that there is an indication that
the carrying amounts may not be recovered. The Company did not classify
any securities as trading during the three months ended October 31, 2010
and October 31, 2009. The implementation of ASC 810-10 (formerly FASB
157), Fair Value Measurements, had no impact on the presentation of
marketable securities in the Company's financial statements. The Company
does not have any assets valued using Level 2 or 3 valuation methods.
During 2009, the Company adopted ASC 320-10-65, Transition Related to FSB
FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-
Temporary Impairment ("ASC 320-10-65"). The implementation of ASC 320-10-
65 did not have an impact on the Company's financial statements.
In accordance with the provisions of Fair Value Measurements, the following
are the entity's financial assets presented at fair value at October 31,
2010.
Fair value measurements at reporting date using
------------------------------------------------
Quoted prices Quoted prices
in active in active
markets for Significant markets for Significant
identical other Significant identical other Significant
assets/ observable unobservable assets/ observable unobservable
liabilities inputs inputs liabilities inputs inputs
------------ ---------- ----------- ----------- ----------- ------------- ------------
October 31 July 31
Description 2010 (Level 1) (Level 2) (Level 3) 2010 (Level 1) (Level 2) (Level 3)
--------------------- ---------- ------------ ---------- ----------- ----------- ---------- ------------- ------------
Assets:
Marketable securities -
available for sale $1,314,808 $1,314,808 $- $- $1,248,707 $1,248,707 $- $-
held-to-maturity 951,973 951,973 - - 979,218 979,218 - -
------------ ------------ ----------- ------------ ------------ ------------ ------------ -----------
$2,266,781 $2,266,781 $- $- $2,227,925 $2,227,925 $- $-
============ ============ =========== ============ ============ ============ ============ ===========
-9-
As of October 31, 2010, the Company's marketable securities were classified as follows:
October 31, 2010 July 31, 2010
--------------------------------------------------- -----------------------------------------------
Gross Gross Gross Gross
Unrealized Unrealized Fair Unrealized Unrealized Fair
Cost Gains Losses Value Cost Gains Losses Value
---------- ------------ ------------ ---------- ------------ ----------- ---------- -----------
Current:
Held-to-maturity:
Certificate of deposit $50,064 $- $- $50,064 $50,032 $- $- $50,032
Corporate debt
securities 547,794 4,381 - 552,175 301,235 3,412 123 304,524
----------- ------------- ------------- ----------- ----------- ----------- ---------- -----------
$597,858 $4,381 $- $602,239 $351,267 $3,412 $123 $354,556
=========== ============= ============= =========== =========== =========== ========== ===========
Noncurrent:
Available-for-sale:
Mutual funds $676,286 $46,162 $- $722,448 $675,739 $10,328 $- $686,067
Equity securities 510,252 85,708 3,600 592,360 510,252 60,428 8,040 562,640
----------- ------------- ------------- ----------- ----------- ----------- ---------- -----------
$1,186,538 $131,870 $3,600 $1,314,808 $1,185,991 $70,756 $8,040 $1,248,707
=========== ============= ============= =========== =========== =========== ========== ===========
Held-to-maturity:
Corporate debt
securities $386,598 $13,200 $- $399,798 $661,700 $13,127 $133 $674,694
=========== ============= ============= =========== =========== =========== ========== ===========
The Company's debt and equity securities, gross unrealized losses and fair value, aggregated by investment category and
length of time that the investment securities have been in a continuous unrealized loss position, at October 31, 2010,
are as follows. All of our investments in corporate debt securities mature in the 1-5 year time frame.
More Than
Fair Value 12 Months
------------- -------------
Equity securities $96,400 $3,600
============= =============
Investment income consists of the following:
Three Months Ended
October 31
----------------------------
2010 2009
------------- -------------
Interest income $13,364 $4,189
Dividend income 9,502 20,931
------------- -------------
Total $22,866 $25,120
============= =============
-10-
6. 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
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 fifty-five tenants, of which one
tenant accounted for 18.46% and another tenant accounted for 16.76% of
rental income during the three months ended October 31, 2010. No other
tenant accounted for more than 10% of rental income during the same
period.
The Company has two irrevocable Letters of Credit totaling $297,500 at
October 31, 2010 and July 31, 2010, provided by two tenants.
7. Long-Term Debt - Mortgages and Term Loan:
October 31, 2010 July 31, 2010
-------------------------------- ---------------------------------
Current
Annual Final Due Due Due Due
Interest Payment Within After Within After
Rate Date One Year One Year One Year One Year
------- -------- -------------- -------------- -------------- ---------------
Mortgages:
Jamaica, New York property (a) 6% 4/01/12 $70,897 $1,067,418 $69,844 $1,085,542
Jamaica, New York property (b) 6.81% 10/01/11 2,218,564 - 137,910 2,113,949
Fishkill, New York property (c,d) 6.98% 2/18/15 39,824 1,663,601 39,122 1,673,579
Bond St. building, Brooklyn, NY (d) 6.98% 2/18/15 100,502 4,198,276 98,730 4,223,457
Jowein building, Brooklyn, NY (e) Variable 8/01/10 - - 20,000 -
-------------- -------------- -------------- ---------------
Total $2,429,787 $6,929,295 $365,606 $9,096,527
============== ============== ============== ===============
(a) The Company, on September 11, 1996, closed a loan with a bank in the
amount of $4,000,000. The loan is secured by a first mortgage lien
covering the entire leasehold interest of the Company, as tenant, in a
certain ground lease and building in the Jamaica, New York property. In
March 2007, the Company extended the loan for five years with an option for
an additional five year period. The interest rate for the initial five
years is 6.00% per annum. Interest and amortization of principal will be
made in constant monthly amounts based on a fifteen year (15) payout
period. The outstanding balance of the loan totaling $1,036,602 will
become due and payable on April 1, 2012.
(b) The Company, on December 13, 2000, closed a loan with a bank in the amount
of $3,500,000. The loan is secured by a second position leasehold mortgage
covering the entire leasehold interest of the Company, as tenant, in a
certain ground lease and building in the Jamaica, New York property. The
outstanding balance of the loan, totaling $2,739,452, became due and
payable on October 1, 2006. The Company exercised its option to extend the
loan for a additional five (5) years. The interest rate for the extended
period is 6.81% per annum. The outstanding balance of the loan totaling
$2,077,680 will become due and payable October, 2011.
As additional collateral security, the Company conditionally assigned to
the bank all leases and rents on the premises, or portions thereof,
whether now existing or hereafter consummated. The Company has an option
to prepay principal, in whole or in part, plus interest accrued thereon,
at any time during the term, without premium or penalty. Other
provisions of the loan agreement provide certain restrictions on the
incurrence of indebtedness on the Jamaica property and the sale or
transfer of the Company's ground lease interest in the premises.
-11-
(c) On August 19, 2004, the Company extended the then existing loan for an
additional forty-two (42) months, with an option to convert the loan to a
seven (7) year permanent mortgage loan. (See Note 9(d) below). The
Company in February 2008 converted the loan to a seven (7) year permanent
mortgage loan. The interest rate on conversion was 6.98%.
(d) The Company, on August 19, 2004, closed a loan with a bank for a
$12,000,000 multiple draw term loan. This loan finances seventy-five (75%)
percent of the cost of capital improvements for an existing lease to a
tenant and capital improvements for potential future tenant leases at the
Company's Brooklyn, New York (Bond Street building) and Fishkill, New York
properties through February 2008. The loan also financed $850,000 towards
the construction of two new elevators at the Company's Brooklyn, New York
property (Bond Street building). The loan consists of: a) a permanent,
first mortgage loan to refinance an existing first mortgage loan affecting
the Fishkill Property, which matured on July 1, 2004 (the "First Permanent
Loan")(see Note 9(c)), b) a permanent subordinate mortgage loan in the
amount of $1,870,000 (the "Second Permanent Loan"), and c) multiple,
successively subordinate loans in the amount $8,295,274 ("Subordinate
Building Loans"). As of August 19, 2004, the Company refinanced the
existing mortgage on the Company's Fishkill, New York property, which
balance was $1,834,726 and took down an additional $2,820,000 for capital
improvements for two tenants at the Company's Bond Street building in
Brooklyn, New York. In fiscal 2006, 2007 and 2008, the Company drew down
additional amounts totaling $916,670, on its multiple draw term loan to
finance tenant improvements and brokerage commissions for the leasing of
13,026 square feet for office use at the Company's Bond Street building in
Brooklyn, New York. The Company in February 2008 converted the loan to a
seven (7) year permanent mortgage loan. The interest rate on conversion
was 6.98%. Since the loan has been converted to a permanent mortgage loan,
the balance of the financing on this loan was for the new elevators at the
Company's Bond Street building in Brooklyn, New York in the amount of
$850,000 referred to above. The $850,000 was drawn down in fiscal 2010.
(e) The Company, on July 22, 2005, closed a loan with a bank for $1,200,000.
The loan was used to finance the construction costs and brokerage
commissions associated with the leasing of 15,000 square feet for office
use to a tenant at the Company's Jowein building in Brooklyn, New York.
The loan was secured by the assignment of lease of 15,000 square feet. The
loan was for a period of five (5) years and was self-amortizing, at a
floating interest rate of prime plus 1.00% per annum. The loan was paid in
full as of August 1, 2010.
-12-
8. Property and Equipment - at cost:
October 31 July 31
2010 2010
--------------- ---------------
Property:
Buildings and improvements $65,490,480 $65,404,942
Improvements to leased property 3,445,698 3,445,698
Land 6,067,805 6,067,805
Construction in progress 104,598 -
------------- -------------
75,108,581 74,918,445
Less accumulated depreciation 30,922,639 30,544,645
------------- -------------
Property - net 44,185,942 44,373,800
------------- -------------
Fixtures and equipment and other:
Fixtures and equipment 533,341 533,341
Other fixed assets 245,387 245,387
------------- -------------
778,728 778,728
Less accumulated depreciation 625,158 611,957
------------- -------------
Fixtures and equipment and other - net 153,570 166,771
------------- -------------
Property and equipment - net $44,339,512 $44,540,571
============= =============
9. Note Payable:
On December 15, 2004, the Company borrowed $1,000,000 from a former
director of the Company, who is also a greater than 10% beneficial owner
of the outstanding common stock of the Company. The term of the loan was
for a period of three (3) years maturing on December 15, 2007 and was
extended for an additional three (3) years maturing on December 15, 2010,
at an interest rate of 7.50% per annum. The loan is unsecured. The note
is prepayable in whole or in part at any time without penalty. The
constant quarterly payments of interest are $18,750 through December 15,
2010. The Company, on November 11, 2010, further extended the note for an
additional three (3) years maturing on December 15, 2013, at an interest
rate of 5.00% per annum. The constant quarterly payment of interest will
be $12,500.
10. 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.
11. Employees' Retirement Plan:
The Company contributes to a union sponsored multi-employer pension plan
covering its union employees. The Company contributions to the Pension
Plan for the three months ended October 31, 2010 and 2009, respectively,
were $6,472 and $4,649 The Company also contributes to union sponsored
health benefit plans.
The Company sponsors a noncontributory Money Purchase Plan covering
substantially all of its non-union employees. Operations were charged
$82,518 and $78,911 as contributions to the Plan for the three months
ended October 31, 2010 and 2009, respectively.
-13-
12. 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.
Supplemental disclosure:
Three Months Ended
October 31
------------------------------
2010 2009
------------------------------
Interest paid, net of capitalized interest
of $3,598 (2010) and $569 (2009) $178,403 $164,696
Income taxes paid $53 $295,975
13. Capitalization:
The Company is capitalized entirely through common stock with identical
voting rights and rights to liquidation. Treasury stock is recorded at
cost and consists of 162,517 shares at October 31, 2010 and at July 31,
2010.
14. Contingencies:
There are various lawsuits and claims pending against the Company. It is
the opinion of management that the resolution of these matters will not
have a material adverse effect on the Company's Condensed Consolidated
Financial Statements.
In response to a termination notice that the Company received concerning
its tenancy in a portion of the Jowein building, Brooklyn, New York, on
April 25, 2007, the Company filed a lawsuit against its landlords in New
York State Supreme Court, Kings County. In the lawsuit, the Company sought
a judgment declaring that the landlords' termination notice was improperly
issued and that the Company was not required to correct or cure the
purported defaults cited in the termination notice. In addition, the
Company sought an order temporarily, preliminarily and permanently
enjoining the landlords from taking any action to terminate the lease or
otherwise interfere with the Company's possession of the premises.
The lawsuit that was brought by the Company against its prior landlords
concerning the Company's tenancy in a portion of the Jowein building at 490
Fulton Street, Brooklyn, New York ("490 Fulton") has been dismissed
pursuant to a stipulation of discontinuance filed on June 1, 2010. The
dismissal of the lawsuit is with prejudice and includes all claims and
counterclaims relating to the Company's tenancy and the lawsuit.
In connection with the settlement, the Company has paid to the landlords'
successor ("490 Owner") $1,000,000. In return, 490 Owner has provided to
the Company general releases of past, present and future claims relating
to the lease of 490 Fulton from former landlords Snyder Fulton Street, LLC
and Fulton Interest, LLC and successor landlord 490 Owner.
The Company has transferred to 490 Owner title to 484 Fulton Street,
Brooklyn, New York (with an appraised value of $4,490,000) subject to the
existing tenancy and 490 Owner has caused title to 14 Hanover Place,
Brooklyn, New York (with an appraised value of $900,000) to be transferred
to the Company. The appraised values of the two buildings were merely
based upon a review of "comparables" (other properties which are believed
by the appraisers to be similar to the properties subject to the
appraisals). The appraised values of the two properties were not derived
from a negotiation between the parties as to the actual purchase and sale
prices for such properties since no such negotiation took place. Nor were
such appraised values derived using other valuation methods, such as the
net present value from cash flows. Accordingly, these appraised values are
merely estimated values of the properties.
-14-
The Company has entered into a 49-year lease with a designee of 490 Owner
for approximately 20,000 square feet in the basement, first and second
floors of 25 Elm Place, Brooklyn, New York at an annual rental of $100,000,
with 10% rent escalations every five years.
The Company surrendered to 490 Owner possession of 490 Fulton as of May 1,
2010 in "as is" condition and the Company has no obligation to correct,
cure or take any action relating to repairing such premises other than the
cure of certain existing violations as documented in the settlement
agreement. The Company retains rights to access and maintain certain
offices, equipment and systems in the alleyway between 490 Fulton and 25
Elm Place.
490 Owner will indemnify and hold the Company harmless from all claims by
its affiliates and the landlord concerning the Company's obligations under
its lease at 14 Hanover Place.
The Company is required to remove the foot bridge over Bond Street in
Brooklyn, New York by June 2012. The estimated cost has not yet been
determined.
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.
The Company has a commitment to do construction work in connection with a
new lease agreement for 18,218 square feet at the Company's Nine Bond
Street Brooklyn, New York building. The costs related to the construction
work are estimated at $1,500,000.
Item 2.
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
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 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 affect 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 page 7 to the Condensed Consolidated Financial
Statements herein and Note 1 on pages 8 and 9 to the Consolidated Financial
Statements in the Annual Report to Shareholders for the fiscal year ended July
31, 2010).
-15-
Results of Operations:
Three Months Ended October 31, 2010 Compared to the Three Months Ended October
31, 2009:
In the three months ended October 31, 2010, the Company reported net income of
$174,955, or $.09 per share. In the comparable three months ended October 31,
2009, the Company reported net income of $298,454, or $.15 per share.
In the three months ended October 31, 2010, the Company reported net income
from continuing operations of $174,955, or $.09 per share. In the comparable
three months ended October 31, 2009, the Company reported net income from
continuing operations of $328,834, or $.16 per share.
In the three months ended October 31, 2009, the Company reported a net loss
from discontinued operations of ($30,380), or ($.01) per share. In the
comparable three months ended October 31, 2010, the Company did not have
discontinued operations.
Revenues from continuing operations in the current three months decreased to
$3,608,290 from $3,753,252 in the comparable 2009 three months. The decrease
in revenues was primarily due to a real estate tax refund in the 2009 year
(see below).
There was a recovery of real estate taxes, net of legal expenses in the 2009
three months in the amount of $114,251. The comparable 2010 three months did
not have a recovery of real estate taxes.
Real estate operating expenses from continuing operations in the current three
months increased slightly to $1,863,977 from $1,860,937 in the comparable 2009
three months primarily due to an increase in maintenance expense, partially
offset by decreases in real estate taxes, insurance costs and rental expense.
Administrative and general expenses from continuing operations in the current
three months increased slightly to $874,173 from $872,018 in the comparable
2009 three months primarily due to increases in payroll costs and legal and
professional costs partially offset by decreases in insurance costs.
Depreciation and amortization expense from continuing operations in the
current three months increased to $391,195 from $374,929 in the comparable
2009 three months. The increase was due to improvements on the Nine Bond
Street building in Brooklyn, New York.
Interest expense in the current three months exceeded investment income by
$154,990 and by $140,534 in the comparable 2009 three months. The increase in
the excess of interest expense over investment income was due primarily to
additional interest expense on the additional elevator loan, offset by
scheduled repayments of debt.
Liquidity and Capital Resources:
The Company has been operating as a real estate enterprise since the
discontinuance of the retail department store segment of its operations on
January 3, 1989.
Management considers current working capital and borrowing capabilities
adequate to cover the Company's planned operating and capital requirements.
The Company's cash and cash equivalents amounted to $2,767,160 at October 31,
2010.
In September 2009, the Company entered into a lease agreement with a drive-in
restaurant at the Company's Massapequa premises. The drive-in restaurant
intends to construct a new building. The tenant's occupancy is subject to it
receiving the necessary building permits and licenses to construct the
building and open for business within a reasonable time period. Rent is
anticipated to commence in late 2011. This will replace the tenant that
vacated the premises in April 2009. The rental income from this lease
agreement will more than offset the rental income lost from the previous
tenant.
In October, 2010, the Company entered into a lease agreement with a tenant for
18,218 square feet for office space at the Company's Nine Bond Street,
-16-
Brooklyn, New York building. The cost of construction and brokerage
commissions to the Company will be approximately $2,000,000. The Company
plans to finance these costs through operating funds. Rent is anticipated to
commence in late 2011.
Cash Flows From Operating Activities:
Deferred Charges: The Company had expenditures for brokerage commissions in
the three months ended October 31, 2010 in the amount of $475,140, relating to
a tenant at its Brooklyn, New York property.
Payroll and Other Accrued Liabilities: The Company incurred $475,140 for
brokerage commissions in order to lease space at the Company's property in
Brooklyn, New York in the three months ended October 31, 2010.
Cash Flows From Investing Activities:
The Company had expenditures of $101,000 in the three months ended October 31,
2010 for the renovation of 18,218 square feet for office space for a tenant at
the Company's Nine Bond Street Brooklyn, New York building. The cost of the
project is estimated to be $1,500,000 and is anticipated to be completed in
May 2011.
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 securities 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 at what 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
Current Reports on Form 8-K filed with the Securities and Exchange Commission.
-17-
Item 3. Quantitative and Qualitative Disclosures About Market Risks:
The Company uses fixed-rate debt to finance its capital requirements. These
transactions expose the Company to market risk related to changes in interest
rates. The Company does not use derivative financial instruments. At October
31, 2010, the Company had fixed-rate debt of $10,359,082.
Item 4. Controls and Procedures:
The Company's management reviewed the Company's internal controls and
procedures and the effectiveness of these controls. As of October 31, 2010,
the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
required to be included in its periodic SEC filings.
There was no change in the Company's internal controls over financial
reporting or in other factors during the Company's last fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting. There were no
significant deficiencies or material weaknesses, and therefore there were no
corrective actions taken.
-18-
Part II - Other Information
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, 2010.
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 21
(31.2) Chief Financial Officer 22
(32) Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 23
(b) Reports on Form 8-K - Two reports on Form 8-K was filed by the
registrant during the three months ended October 31, 2010.
Items reported:
The Company reported the departure of a director. Date of report
filed - October 1, 2010.
The Company reported its financial results for the three and twelve
months ended July 31, 2010.
Date of report filed - October 7, 2010.
-19-
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 December 8, 2010 Lloyd J. Shulman
---------------- -----------------------
Lloyd J. Shulman
President
Chief Executive Officer
Date December 8, 2010 Mark S. Greenblatt
---------------- -----------------------
Mark S. Greenblatt
Vice President
Chief Financial Officer
-20-
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 generally accepted accounting principles;
(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: December 8, 2010
/s/ Lloyd J. Shulman
---------------------------
Lloyd J. Shulman
President
Chief Executive Officer
-21-
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 generally accepted accounting principles;
(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: December 8, 2010
/s/ Mark S. Greenblatt
---------------------------
Mark S. Greenblatt
Vice President
Chief Financial Officer
-22-
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 ending October 31, 2010 as filed with the Securities
and Exchange Commission (the "Report"), we, Lloyd J. Shulman and Mark S.
Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively,
of the Company, certify, pursuant to 18 U.S.C. 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.
December 8, 2010
/s/ Lloyd J. Shulman
---------------------------
Lloyd J. Shulman
Chief Executive Officer
/s/ Mark S. Greenblatt
---------------------------
Mark S. Greenblatt
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to J.W. Mays, Inc. and will be retained by J. W. Mays, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.
-23-