SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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J.W. MAYS, INC.
(Exact name of registrant as specified in its charter)
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New York |
11-1059070 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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9 Bond Street, Brooklyn, New York |
11201-5805 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (718) 624-7400 |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Name of each exchange on which registered |
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Common Stock, par value $1 per share |
The NASDAQ Stock Market LLC |
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Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X
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 X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S No delinquent filers
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer X
Indicate by check mark whether the registrant is a 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.
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Large accelerated filer £ |
Accelerated filer £ |
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Non-accelerated filer S |
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
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $8,612,003 as of January 31, 2008 based on the average of the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant’s common stock as of September 12, 2008 was 2,015,780.
DOCUMENTS INCORPORATED BY REFERENCE
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Document |
Part of Form 10-K |
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Annual Report to Shareholders for Fiscal Year Ended July 31, 2008 |
Parts I and II |
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Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders |
Part III |
J.W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2008
TABLE OF CONTENTS
J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties, which are described in Item 2
“Properties”. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927. The Company discontinued its department store business which operated under the name of “MAYS”, in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign
operations. The Company employs approximately 30 employees and has a contract, expiring November 30, 2010, 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 Company’s actual results, performance or
achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior Securities and Exchange Commission filings
by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based. Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in
government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of
operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to significant volatility. Risks Relating to Ownership Structure The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a
degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors. The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company, as further described in the Notes to the
Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict
of interest. Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities use the same outside auditors, both entities have the same Chief Executive Officer, and
certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors is composed of a majority of independent directors. As recently as 2005, in a case involving both entities, the
Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held that the actions of the Company’s Board
were proper. 1
Risks Related to Our Business We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:
•
the continued threat of terrorism; • economic downturns, both on a national and on local scales; • loss of key personnel; • the availability, if needed, of additional financing; • the continued availability of insurance (in different types of policies) at reasonably acceptable rates; and • the general burdens of governmental regulation, at the Local, State and Federal levels. Risks Related to Real Estate Operations Our investment in property development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and
forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our obtaining of lines of credit and other financing vehicles,
although such have significant limitations on the amounts that may be borrowed at any point in time. We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that
could be deemed to contain hazardous elements requiring remediation or encapsulation. There are also risks associated with non-renewals of leases by the Company’s landlords and the loss of major tenants. The Company is trying to mitigate the latter by leasing our properties to multiple tenants where
applicable in order to diversify the tenant base. Risks Related to our Investments Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and
may not be successful for many reasons, including, but not limited to the following:
•
fluctuations in interest rates; • worsening of general economic and market conditions; and • adverse legal and regulatory developments that may affect a particular business. Risk Factors Summary These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to take actions and do business in a way that reduces these “Risk Factors” or, at least, takes them into account
when conducting its business. Nevertheless, some of these “Risk Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the ongoing
business of the Company. 2
The table below sets forth certain information as to each of the properties currently operated by the Company: Location
Approximate
1. Brooklyn, New York
380,000
2. Brooklyn, New York
430,000
3. Jamaica, New York
297,000
4. Fishkill, New York
5. Levittown, New York
6. Massapequa, New York
133,400
7. Circleville, Ohio
8. Brooklyn, New York
17,000
Building-Livingston Street
10,500 Properties leased are under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Note 5 to the Consolidated Financial
Statements contained in the 2008 Annual Report to Shareholders, incorporated herein by reference. The properties owned which are held subject to mortgage are the Brooklyn Bond Street building, the Jowein building, the
Jamaica building and the Fishkill property. 1. Brooklyn, New York—Fulton Street at Bond Street 13% of the property is leased by the Company under six separate leases. Expiration dates are as follows: 6/30/2011 (1 lease); 12/8/2013 (1 lease) which lease has two thirty-year renewal options through 12/8/2073;
4/30/2021 (2 leases), which leases previously had expiration dates of April 30, 2011 and were extended for an additional ten years; and 4/30/31 (2 leases) which leases previously had expiration dates of April 30,
2011 and were extended for an additional twenty years. The Company is adding two new elevators to its lobby at 9 Bond Street. The work is anticipated to be completed in the year 2008. There are plans to renovate
vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to seventeen tenants of which eight are retail tenants, two are fast food restaurants and seven occupy office space. 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 will occupy office space (15.06%). Approximately 25,000 square feet of the building are available for lease. 3
Square Feet
Fulton Street at Bond Street
Jowein building
Fulton Street at Elm Place
Jamaica Avenue at 169th Street
Route 9 at Interstate Highway 84
203,000
(located on
14.6 acres )
Hempstead Turnpike
10,000
(located on
75,800 square
feet of land )
Sunrise Highway
Tarlton Road
193,350
(located on
11.6 acres )
Truck bays, passage facilities and tunnel-Schermerhorn Street
Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
42.70
%
7/31/2009
3
4,480 7/31/05
51.62
%
7/31/2011
5
17,111 7/31/06
56.68
%
7/31/2013
3
28,438 7/31/07
61.50
%
7/31/2014
1
36,088 7/31/08
53.05
%
7/31/2016
1
13,451
7/31/2018
1
3,300
7/31/2019
1
21,121
7/31/2021
3
140,334
18
264,323 As of July 31, 2008 the federal tax basis is $21,079,486 with accumulated depreciation of $7,544,225 for a net carrying value of $13,535,261. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $969,611 per year and the rate used is averaged at $11.433 per $100 of assessed valuation. 2. Brooklyn, New York—Jowein building, Fulton St. & Elm Place Approximately 47% of the property is owned and 53% is leased. The leases with two landlords expire on April 30, 2010. There are no renewal options. There are plans to renovate vacant space for office use upon
the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into. The property is currently leased to twenty tenants of which seven are retail stores, two
are fast food restaurants and eleven leases are for office space. Approximately 150,000 square feet of the building are available for lease. Upon the termination of the Company’s leases with its landlords on April 30, 2010, the Company will lose seven tenants who occupy 90,697 square feet. The occupancy rate for the portion of the building that the
Company owns would be approximately 72.50%. The loss in income to the Company should not have a significant effect on its ongoing operations. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
64.08
%
7/31/2009
1
305 7/31/05
40.86
%
7/31/2010
8
116,807 7/31/06
49.20
%
7/31/2011
5
61,664 7/31/07
50.75
%
7/31/2012
1
15,000 7/31/08
59.30
%
7/31/2013
2
18,000
7/31/2014
1
5,000
7/31/2017
1
5,500
7/31/2018
1
15,900
20
238,176 As of July 31, 2008 the federal tax basis is $16,162,964 with accumulated depreciation of $7,528,263 for a net carrying value of $8,634,701. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $1,461,109 per year and the rate used is averaged at $10.952 per $100 of assessed valuation. 3. Jamaica, New York—Jamaica Avenue at 169th Street The building is owned and the land is leased from an affiliated company. The lease expires July 31, 2027. The property is currently leased to eleven tenants: six are retail tenants and five for office space. Three
tenants each occupy in excess of 10% of the rentable square footage: a major retail store occupies 15.86%; and two tenants occupy office space—one occupies 14.23% and the other 11.07% of the rentable space.
Approximately 27,000 square feet of the building are available for lease. There are plans to 4
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
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. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
70.70
%
7/31/2010
1
2,000 7/31/05
76.00
%
7/31/2011
1
42,250 7/31/06
71.98
%
7/31/2012
2
26,625 7/31/07
66.03
%
7/31/2014
2
58,844 7/31/08
79.38
%
7/31/2015
1
24,109
7/31/2016
1
6,021
7/31/2017
3
75,907
11
235,756 As of July 31, 2008 the federal tax basis is $19,342,882 with accumulated depreciation of $8,351,244 for a net carrying value of $10,991,638. The lives taken for depreciation vary between 18-40 years and the
methods used are the straight-line and the declining balance. The real estate taxes for this property are $333,655 per year and the rate used is averaged at $11.282 per $100 of assessed valuation. 4. Fishkill, New York—Route 9 at Interstate Highway 84 The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
entered into. There are approximately 203,000 square feet of the building available for lease. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
12.28
%
7/31/05
12.28
%
7/31/06
4.09
%
7/31/07
—
7/31/08
—
As of July 31, 2008 the federal tax basis is $9,608,448 with accumulated depreciation of $7,395,240 for a net carrying value of $2,213,208. The lives taken for depreciation vary between 18-40 years and the methods
used are the straight-line and the declining balance. The real estate taxes for this property are $124,822 per year and the rate used is averaged at $1.73 per $100 of assessed valuation. 5. Levittown, New York—Hempstead 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.
Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently August 16, 2017. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
100
%
7/31/2018
Building
10,000 7/31/05
16.67
%
Land
75,800 7/31/06
—
1
85,800 7/31/07
— 7/31/08
25
% The real estate taxes for this property are $135,310 per year and the rate used is averaged at $728.10 per $100 of assessed valuation. 5
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
6. Massapequa, New York—Sunrise Highway The Company is the prime tenant of this leasehold. The lease expires May 14, 2009 and there is one renewal option for twenty-one years, which the Company exercised in April, 2008. There are no present plans for
additional improvements of this property. The entire leasehold is currently sub-leased to two tenants; one, to a gasoline service station and the other for use as a bank. Each of these tenants occupies in excess of 10%
of the rentable square footage. The gasoline service station sub-lease expires April 29, 2009 with no renewal options. The gas station is responsible to remove all its equipment, including oil tanks, and is also
responsible for any oil spill clean up if necessary. The sub-sub-lease to the bank expires May 14, 2009 with one renewal option, which was exercised in May, 2007. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
100
%
7/31/2009
1
20,000 7/31/05
100
%
7/31/2030
1
113,400 7/31/06
100
%
2
133,400 7/31/07
100
% 7/31/08
100
% The real estate taxes for this property are $143,279 per year and the rate used is averaged at $696.65 per $100 of assessed valuation. The Company does not own this property. Improvements to the property, if any, are made by tenants. 7. Circleville, Ohio—Tarlton Road The Company owns the entire property. There are plans to renovate vacant space to tenants upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be
entered into. The property is currently leased to two tenants. The tenants use these premises for warehouse and distribution facilities. One tenant’s 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. The other tenant’s lease agreement was executed for a three-year period, with a right to cancel after one year, for 60,000 square feet to March 31,
2011. There are approximately 58,000 square feet of the building available for lease. Occupancy
Lease Expiration Year
Rate
Year
Number of
Area 7/31/04
100
%
7/31/2011
2
135,000 7/31/05
100
% 7/31/06
55.77
% 7/31/07
38.79
% 7/31/08
49.13
% As of July 31, 2008 the federal tax basis is $4,388,456 with accumulated depreciation of $2,176,811 for a net carrying value of $2,211,645. The lives taken for depreciation vary between 18-40 years and the methods
used are the straight-line and the declining balance. The real estate taxes for this property are $74,566 per year and the rate used is averaged at $4.05 per $100 of assessed valuation. 8. Brooklyn, New York—Livingston Street The City of New York through its Economic Development Administration constructed a municipal garage at Livingston Street opposite the Company’s Brooklyn properties. The Company has a long-term lease with
the City of New York and another landlord expiring in 2013 with renewal options, the last of which expires 2073, under which: (1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel, both for the exclusive use of the Company, to the structure referred to in (2) below. The truck bays,
passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from the City of New York and another landlord referred to in the preceding paragraph. 6
Ended
Ended
Leases
Sq. Ft.
Ended
Ended
Leases
Sq. Ft.
(2) The Company constructed a building of six stories and basement on a 20 x 75-foot plot (acquired and made available by the City of New York and leased to the Company for a term expiring in 2013
with renewal options, the last of which expires in 2073). The plot is adjacent to and connected with the Company’s Brooklyn properties. In the opinion of management, all of the Company’s properties are adequately covered by insurance. See Note 10 to the Consolidated Financial Statements contained in the 2008 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income
from which equals 10% or more of the Company’s rental income. There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated
Financial Statements. 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 seeks a judgment declaring that the landlord’s termination notice was improperly issued and that the Company is not required to correct or cure
the purported defaults cited in the termination notice. In addition, the Company seeks 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. On May 16, 2007, the New York State Supreme Court granted the Company’s motion for preliminary injunctive relief and enjoined the landlord, during the pendency of this action, from taking any action to evict the
Company, terminate the Company’s lease which is scheduled to expire on April 30, 2010, and/or commencing summary action adverse to the Company’s rights or otherwise disturb the Company’s possession of the
premises. The landlords have answered the complaint denying the allegations and asserting counterclaims against the Company relating to the premises. Discovery has been completed and the case is awaiting the
scheduling of a trial date. Management of the Company is unable to predict the outcome of this matter or whether the Company will be required to expend significant amounts of money in order to correct any of the
purported defaults. Item 4. Submission of Matters to a Vote of Security Holders. During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company. 7
Executive Officers of the Registrant The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective
August 1, 2008), whose present term of office will expire upon the election and qualifications of his successor: Name
Age Business Experience During
First Became Lloyd J. Shulman
66 President
November, 1978 Co-Chairman of the Board
and President
June, 1995 Chairman of the Board
November, 1996 Director
November, 1977 Mark S. Greenblatt
54 Vice President
August, 2000 Treasurer
August, 2003 Director
August, 2003 Assistant Treasurer
November, 1987 Ward N. Lyke, Jr.
57 Vice President
February, 1984 Assistant Treasurer
August, 2003 George Silva
58 Vice President
March, 1995 All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years. Item 5. Market for Registrant’s Common Stock and Related Shareholder Matters. Common Stock and Dividend Information Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on
The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC. The following is the sales price range per share of J. W. Mays, Inc. common stock during the fiscal years ended July 31, 2008 and 2007: Three Months Ended
Sales Price
High
Low October 31, 2007
$
24.69
$
21.36 January 31, 2008
22.15
19.00 April 30, 2008
20.25
19.60 July 31, 2008
21.00
18.00 October 31, 2006
$
23.80
$
17.54 January 31, 2007
22.00
20.51 April 30, 2007
22.25
20.86 July 31, 2007
24.53
21.76 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 12, 2008, the Company had approximately 1,500 shareholders of record. 8
the Past Five Years
Such Officer
or Director
and President
Performance Graph Comparison of Five-Year Cumulative Total Return The following graph sets forth a five-year comparison of cumulative total shareholder return for the Company, the Standard & Poor’s 500 Stock-Index (“S&P 500”), and a Peer Group. The graph assumes the investment
of $100 at the close of trading July 31, 2003 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* 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. Item 6. Selected Financial Data. The information appearing under the heading “Summary of Selected Financial Data” on page 2 of the Registrant’s 2008 Annual Report to Shareholders is incorporated herein by reference. 9
J.W. MAYS, INC., Standard & Poor’s 500 and Peer Group
(Five-Year Performance Results Through 07/31/2008)
J.W. MAYS, INC., Standard & Poor’s 500 And Peer Group
(Performance Results Through 7/31/08)
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Registrant’s 2008 Annual Report to Shareholders is incorporated herein
by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company uses both fixed-rate and variable-rate debt to finance its capital requirements. These transactions expose the Company to market risk related to changes in interest rates. The Company does not use
derivative financial instruments. At July 31, 2008, the Company had fixed-rate debt of $12,081,167, and variable rate debt of $500,000. With regards to the Jowein building, Brooklyn, New York loan (presently with a
balance of $500,000), if interest rates were to change 100 basis points, the effect on net income from operations and future cash flows would be a decrease, should the rates increase, or an increase, should the rates decline,
of $5,000 for this loan. Item. 8. Financial Statements and Supplementary Data. The Registrant’s Consolidated Financial Statements, together with the report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, appearing on pages 4 through 17 of the
Registrant’s 2008 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 5, 6, and 7 hereof, the
2008 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There are no disagreements between the Company and its accountants relating to accounting or financial disclosures. Item 9A. Controls and Procedures. (a) Evaluation of disclosure controls and procedures. The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2008, the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings. (b) Change to internal controls. There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the
Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. Our accounting department is comprised of four persons. Due to such a limited number of persons, a complete segregation of all of the duties as to which the department is responsible is not possible. In order to make
sure that the inability to segregate all duties does not affect our timely and accurate financial reporting, we need to remain vigilant in maintaining compensating controls. These compensating controls will continue to be
monitored in order to assure us that our internal controls over financial reporting remain at a high level despite the limited number of accounting department personnel. 10
Item 10. Directors, Executive Officers and Corporate Governance. The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference. The information with respect to Executive Officers of the Registrant is set forth in Part I hereof. Item 11. Executive Compensation. The information required by this item appears under the heading “Executive Compensation” in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated
herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Information Concerning Nominees for Election as Directors” in the
Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. The information required by this item appears under the headings “Executive Compensation”, “Certain Transactions,” “Certain Relationships and Related Transactions” and “Board Interlocks and Insider
Participation” in the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The following table sets forth the fees paid by the Company to its independent registered public accounting firm, D’Arcangelo & Co., LLP, for the fiscal years 2008 and 2007.
Fiscal Year
Fiscal Year Audit Fees
$
85,124
$
80,355 Tax Fees and Other Fees
15,097
15,184 Total
$
100,221
$
95,539 Audit Fees for fiscal year 2008 and fiscal year 2007 were for professional services rendered for the audits of the consolidated financial statements of the Company and assistance with the review of documents filed
with the Securities and Exchange Commission. Tax Fees and Other Fees for fiscal year 2008 and fiscal year 2007 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters. The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services. Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)
The following documents are filed as part of this report:
The Consolidated Financial Statements and report of D’Arcangelo & Co., LLP, independent registered public accounting firm, dated October 6, 2008, set forth on pages 4 through 17 of the Registrant’s 2008
Annual Report to Shareholders. 2. See accompanying Index to Registrant’s Financial Statements and Schedules. 11
2008
2007
1.
3.
Exhibits:
Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable. (3) Articles of incorporation and by-laws:
(i)
Certificate of Incorporation, as amended, incorporated by reference to Registrant’s Form 8-K dated December 3, 1973. (ii) By-laws, as amended June 1, 1995, incorporated by reference to Registrant’s Form 10-K dated October 23, 1995. (iii) Amendment to By-laws, effective November 1, 1999, incorporated by reference to Registrant’s Proxy Statement dated October 19, 2000. (iv) Amendment to By-laws, effective November 20, 2007, incorporated by reference to Registrant’s Form 8-K dated November 20, 2007.
(4)
Instruments defining the rights of security holders, including indentures—see Exhibit (3) above.
Voting trust agreement—not applicable. (10) Material contracts:
(i)
The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrant’s Form 10-K dated October 23, 1992 and, as amended,
effective August 1, 1993, incorporated by reference to Registrant’s Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993. (ii) Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrant’s Form 8-K dated August 1, 2005. Each of these
Employment Agreements has been extended as of August 1, 2008.
(11)
Statement re computation of per share earnings—not applicable. (12) Statement re computation of ratios—not applicable. (13) Annual report to security holders.
(16)
Letter re change in certifying auditors—not applicable.
Letter re change in accounting principles—not applicable.
Subsidiaries of the registrant. (22) Published report regarding matters submitted to vote of security holders—not applicable.
(24)
Power of attorney—none.
Information from reports furnished to state insurance regulatory authorities—not applicable.
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1—Chief Executive Officer 31.2—Chief Financial Officer (32) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sect 1350. Item reported—The Company reported its financial results for the three and nine months ended April 30, 2008. Date of report filed—June 12, 2008. 12
(2)
(9)
(18)
(21)
(28)
(31)
(b)
Reports on Form 8-K—A report on Form 8-K was filed by Registrant during the three months ended July 31, 2008.
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 9, 2008
By: LLOYD J. SHULMAN Lloyd J. Shulman October 9, 2008
By: MARK S. GREENBLATT Mark S. Greenblatt October 9, 2008
By: WARD N. LYKE, JR. Ward N. Lyke, Jr. 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 Lloyd J. Shulman Chairman of the Board, Chief Executive October 9, 2008 MARK S. GREENBLATT Mark S. Greenblatt Vice President, Treasurer and Director October 9, 2008 LANCE D. MYERS Lance D. Myers Director October 9, 2008 DEAN L. RYDER Dean L. Ryder Director October 9, 2008 JACK
SCHWARTZ Jack Schwartz Director October 9, 2008 SYLVIA W. SHULMAN Sylvia W. Shulman Director October 9, 2008 LEWIS D. SIEGEL Lewis D. Siegel Director October 9, 2008 13
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
Vice President and Treasurer
Principal Financial Officer
Vice President
and Assistant Treasurer
Officer, President, Chief Operating
Officer and Director
INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2008, which are incorporated herein by reference: Report of Independent Registered Public Accounting Firm (page 17) Consolidated Balance Sheets (pages 4 and 5) Consolidated Statements of Income and Retained Earnings (page 6) Consolidated Statements of Comprehensive Income (page 6) Consolidated Statements of Cash Flows (page 7) Notes to Consolidated Financial Statements (pages 8-16)
Page Financial Statement Schedules:
Report of Independent Registered Public Accounting Firm on Financial Statement
14 II
Valuation and Qualifying Accounts
15 III
Real Estate and Accumulated Depreciation
16 All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are
omitted. The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON To the Board of Directors and Shareholders of We have audited the consolidated financial statements of J.W. Mays, Inc. and subsidiaries as of July 31, 2008 and 2007, and for the three years in the period ended July 31, 2008 and have issued our report thereon
dated October 6, 2008; such consolidated financial statements and reports are incorporated by reference in this Form 10-K Annual Report. Our audits also included the consolidated financial statement schedules of J.W.
Mays, Inc. and subsidiaries referred to in Item 15(a)2 of this Form 10-K. These consolidated financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion
based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the
information set forth therein. D’ARCANGELO &
CO., LLP 14
Schedules
FINANCIAL STATEMENT SCHEDULES
J.W. Mays, Inc. and Subsidiaries
Purchase, N.Y.
October 6, 2008
SCHEDULE II J.W. MAYS, INC.
Year Ended July 31,
2008
2007
2006 Allowance for net unrealized gains on marketable securities: Balance, beginning of period
$
50,248
$
47,748
$
1,764,264 Additions (reductions)
(254,660
)
2,500
(1,716,516
) Balance, end of period
$
(204,412
)
$
50,248
$
47,748 15
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE III J.W. MAYS, INC. Col. A
Col. B
Col. C
Col. D
Col. E
Col. F
Col. G
Col. H
Col. I
Initial Cost to Company
Cost Capitalized
Gross Amount at Which Carried
Description
Encum-
Land
Building &
Improvements
Carried
Land
Building &
Total
Accumulated
Date of
Date
Life on Which Office and Rental Buildings Brooklyn, New York
$
3,690,908
$
3,713,494
$
6,503,468
$
16,333,437
$ —
$
3,713,494
$
22,836,905
$
26,550,399
$
7,918,171
Various
Various
(1) (2) Jamaica, New York
3,784,248
—
3,215,699
16,023,060
—
—
19,238,759
19,238,759
8,206,894
1959
1959
(1) (2) Fishkill, New York
1,812,160
594,723
7,212,116
2,438,652
—
594,723
9,650,768
10,245,491
7,020,712
10/74
11/72
(1) Brooklyn, New York
1,603,520
1,512,812
728,327
15,434,637
—
1,512,812
16,162,964
17,675,776
8,222,740
1915
1950
(1) (2) Levittown, New York Hempstead
—
125,927
—
—
—
125,927
—
125,927
—
4/69
6/62
(1) Circleville, Ohio
—
120,849
4,388,456
—
—
120,849
4,388,456
4,509,305
1,700,527
9/92
12/92
(1) Total(A)
$
10,890,836
$
6,067,805
$
22,048,066
$
50,229,786
$ —
$
6,067,805
$
72,277,852
$
78,345,657
$
33,069,044 (1) Building and improvements 18–40 years (2) Improvements to leased property 3–40 years (A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $771,966 and Accumulated Depreciation thereon of $624,472 at July 31, 2008.
Year Ended July 31,
2008
2007
2006 Investment in Real Estate Balance at Beginning of Year
$
76,568,695
$
75,965,473
$
73,265,390 Improvements
1,776,962
603,222
2,700,083 Balance at End of Year
$
78,345,657
$
76,568,695
$
75,965,473 Accumulated Depreciation Balance at Beginning of Year
$
31,790,146
$
30,379,314
$
28,895,827 Additions Charged to Costs and Expenses
1,278,898
1,410,832
1,483,487 Balance at End of Year
$
33,069,044
$
31,790,146
$
30,379,314 16
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2008
Subsequent to
Acquisition
At Close of Period
brances
Improvements
Cost
Improvements
Depreciation
Construction
Acquired
Depreciation in
Latest Income
Statement is
Computed
Fulton Street at Bond Street
Jamaica Avenue at 169th Street
Route 9 at Interstate
Highway 84
Jowein Building Fulton Street
and Elm Place
Turnpike
Tarlton Road
EXHIBIT INDEX TO FORM 10-K
(2)
(3)
(i)
(ii) By-laws—incorporated
by reference
(iii) Amendment to By-laws,
effective November 1, 1999—incorporated by reference
(4) Instruments defining
the rights of security holders, including indentures—see Exhibit
(3) above
(9)
(10)
(11) Statement re computation
of per share earnings—not applicable
(12) Statement re computation
of ratios—not applicable
(13) Annual report
to security holders
(16) Letter re change
in certifying auditors—not applicable
(18) Letter re change
in accounting principles—not applicable
(21) Subsidiaries of
the registrant
(22) Published report
regarding matters submitted to vote of security holders—not applicable
(24) Power of attorney—none
(28) Information from
reports furnished to state insurance regulatory authorities—not
applicable
(31) Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
(32) Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act 17
Plan of acquisition,
reorganization, arrangement, liquidation or succession—not applicable
Certificate of incorporation—incorporated
by reference
(iv)
Amendment to By-Laws,
effective November 20, 2007, incorporated by reference to Registrant’s
Form 8-K dated November 20, 2007.
Voting trust agreement—not
applicable
Material
contracts—
(i)
incorporated by reference
(ii)
Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each dated August 1, 2005, incorporated by reference to Registrant’s Form 8-K dated August 1, 2005.
Each of these Employment Agreements has been extended as of August 1, 2008.