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MAYS J.W. Mays

Filed: 4 Mar 21, 11:43am

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number            1-3647           

J.W. Mays, Inc.
(Exact Name of Registrant as Specified in its Charter)

New York        11-1059070
State or Other Jurisdiction ofI.R.S. Employer Identification No.
Incorporation or Organization
 
9 Bond Street, Brooklyn, New York11201
Address of Principal Executive OfficesZip Code

           (718) 624-7400           
Registrant’s Telephone Number, Including Area Code

                                 Not Applicable                                 
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par valueMAYSNASDAQ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class     Outstanding at March 4, 2021
Common Stock, $1 par value2,015,780 shares

This report contains 28 pages.


J. W. MAYS, INC.

INDEX

Page No.
Part I - Financial Information:
 
Item 1. Financial Statements
 
Condensed Consolidated Balance Sheets (Unaudited) – January 31, 2021 and July 31, 20203
Condensed Consolidated Statements of Operations (Unaudited) – Three and six months ended January 31, 2021 and 2020     4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) – Three and six months ended January 31, 2021 and 20205
Condensed Consolidated Statements of Cash Flows (Unaudited) – Six months ended January 31, 2021 and 20206
Notes to Condensed Consolidated Financial Statements (Unaudited)7 - 18
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations19 - 23
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk23
 
Item 4. Controls and Procedures23
 
Part II - Other Information:
Item 1. Legal Proceedings24
Item 1A. Risk Factors24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds24
Item 3. Defaults Upon Senior Securities24
Item 4. Mine Safety Disclosures24
Item 5. Other Information24
Item 6. Exhibits and Reports on Form 8-K24
 
Signatures25
 
Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 - Chief Executive Officer26
31.2 - Chief Financial Officer27
 
Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section 135028

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Part I - Financial Information

Item 1 - Financial Statements

J. W. MAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS      January 31
2021
      July 31
2020
Property and Equipment-at cost:
Land$     6,067,805$      6,067,805
Buildings held for leasing:
Buildings, improvements and fixtures74,407,66773,271,398
Construction in progress1,624,6011,266,723
76,032,26874,538,121
Accumulated depreciation(33,897,432)(33,007,989)
Buildings - net42,134,83641,530,132
Property and equipment-net48,202,64147,597,937
   
Cash and cash equivalents1,493,1243,260,135
Restricted cash912,9661,143,666
Receivables, net2,671,7802,219,946
Marketable securities3,924,0763,744,905
Prepaids and other assets2,247,4742,389,582
Deferred charges, net3,932,0102,986,648
Operating lease right-of-use assets35,826,49637,077,038
TOTAL ASSETS$99,210,567$100,419,857
   
LIABILITIES AND SHAREHOLDERS' EQUITY
   
Liabilities:
Mortgages payable, net$8,080,454$8,627,965
Note payable722,726722,726
Accounts payable and accrued expenses3,291,0262,771,540
Security deposits payable869,652809,652
Operating lease liabilities28,470,23229,044,966
Deferred income taxes4,544,0004,741,000
Total Liabilities45,978,09046,717,849
   
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued)2,178,2972,178,297
Additional paid in capital3,346,2453,346,245
Retained earnings48,995,78749,465,318
54,520,32954,989,860
Shareholders’ Equity:
Common stock held in treasury, at cost - 162,517 shares at January 31, 2021 and July 31, 2020(1,287,852)(1,287,852)
Total shareholders’ equity53,232,47753,702,008
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$99,210,567$100,419,857

See Notes to Accompanying Condensed Consolidated Financial Statements.

-3-


J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months EndedSix Months Ended
January 31January 31January 31January 31
2021202020212020
Revenues
Rental income     $     5,046,867     $     5,039,060     $     9,881,861     $     10,074,975
Total revenues5,046,8675,039,0609,881,86110,074,975
 
Expenses
Real estate operating expenses3,585,5463,568,7527,168,1636,817,346
Administrative and general expenses1,343,6691,311,0112,513,1922,526,646
Depreciation445,504394,977889,443782,387
Total expenses5,374,7195,274,74010,570,79810,126,379
 
Loss from operations(327,852)(235,680)(688,937)(51,404)
 
Investment income and interest expense:
Investment income76,93575,915166,161140,918
Change in fair value of marketable securities238,96982,53624,01563,250
Interest expense(82,159)(27,052)(167,770)(54,501)
 233,745131,39922,406149,667
 
Income (loss) before income taxes(94,107)(104,281)(666,531)98,263
Income taxes (benefit)(40,000)(47,000)(197,000)27,000
Net income (loss)$(54,107)$(57,281)$(469,531)$71,263
 
Income (loss) per common share, basic and diluted$(.02)$(.02)$(.23)$.04
 
Average common shares outstanding, basic and diluted2,015,7802,015,7802,015,7802,015,780

See Notes to Accompanying Condensed Consolidated Financial Statements.

-4-


J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)

    Additional    Common Stock  
CommonPaid InRetainedHeld in
StockCapitalEarningsTreasuryTotal
Three Months Ended January 31, 2021
Balance at October 31, 2020$2,178,297$3,346,245$49,049,894$(1,287,852)53,286,584
Net loss, three months ended January 31, 2021(54,107)(54,107)
Balance at January 31, 2021$2,178,297$3,346,245$48,995,787$(1,287,852)$53,232,477
Three Months Ended January 31, 2020
Balance at October 31, 2019$2,178,297$3,346,245$50,499,867$(1,287,852)$54,736,557
Net loss, three months ended January 31, 2020(57,281)(57,281)
Balance at January 31, 2020$2,178,297$3,346,245$50,442,586$(1,287,852)$54,679,276
 
AdditionalCommon Stock
CommonPaid InRetainedHeld in
StockCapitalEarningsTreasuryTotal
Six Months Ended January 31, 2021
Balance at July 31, 2020$2,178,297$3,346,245$49,465,318$(1,287,852)$53,702,008
Net loss, six months ended January 31, 2021(469,531)(469,531)
Balance at January 31, 2021$2,178,297$3,346,245$48,995,787$(1,287,852)$53,232,477
Six Months Ended January 31, 2020
Balance at July 31, 2019$2,178,297$3,346,245$50,371,323$(1,287,852)$54,608,013
Net income, six months ended January 31, 202071,26371,263
Balance at January 31, 2020$2,178,297$3,346,245$50,442,586$(1,287,852)$54,679,276

See Notes to Accompanying Condensed Consolidated Financial Statements

-5-


J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Six Months Ended
January 31
     2021     2020
Cash Flows From Operating Activities:
Net income (loss)$(469,531)$71,263
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense74,00040,292
Provision (Benefit) for deferred income taxes(197,000)27,000
Disposition of property and equipment54,121
Depreciation889,443782,387
Amortization of deferred charges193,200139,600
Operating lease expense in excess of cash payments675,808559,248
Deferred finance costs included in interest expense19,05615,401
Deferred Charges  (1,138,562)   
Net realized and unrealized (gain) on marketable securities(107,190)(110,231)
Changes in:
Receivables(525,834)41,003
Prepaid expenses and other assets142,10858,945
Accounts payable and accrued expenses519,486 767,183
Security deposits payable60,000(58,452)
Cash provided by operating activities134,9842,387,760
 
Cash Flows From Investing Activities:
Property and equipment costs(1,494,147)(3,419,989)
Marketable securities:
Receipts from sales494,990447,236
Payments for purchases(566,971)(527,048)
Cash used in investing activities(1,566,128)(3,499,801)
 
Cash Flows From Financing Activities:
Proceeds from borrowing - mortgage144,080
Payments - mortgage and other debt(566,567)(122,872)
Mortgage financing cost paid(118,571)
Cash used in financing activities(566,567)(97,363)
 
Decrease in cash, cash equivalents and restricted cash(1,997,711)(1,209,404)
 
Cash, cash equivalents and restricted cash at beginning of period4,403,8015,263,724
 
Cash, cash equivalents and restricted cash at end of period$     2,406,090$     4,054,320

See Notes to Accompanying Condensed Consolidated Financial Statements.

-6-


J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.The Impact of COVID-19 on our Results and Operations:
          

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March 2020, the economic impacts became significant for the remainder of the year ended July 31, 2020.

Beginning in March and continuing through January 2021, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in-place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. We continue to experience volatility in the valuation of our equity investments through January 31, 2021.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, income from operations, net income, earnings per share, cash provided by operating activities, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity nationally and in New York, NY, like other businesses, it could adversely affect our business operations and financial results through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

Basis of Presentation

The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.

The interim financial statements are prepared pursuant to the instructions for reporting on Form 10-Q and Article 8 of Regulations S-X of the SEC Rules and Regulations. The July 31, 2020 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-KA Annual Report for the fiscal year ended July 31, 2020. 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, 2021 or any other period.

As of January 31, 2021, the impact of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and as additional information becomes available, our estimates may change materially in future periods.

-7-


Restricted Cash

Restricted cash primarily consists of cash held in bank accounts for tenant security deposits and other amounts required under certain loan agreements.

Accounts Receivable

Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectibility become known. Collectibility issues include late rent payments, circumstances when a tenant indicates their intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment. Management also assesses collectibility by reviewing accounts receivable on an aggregate basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers past due status and a tenant’s payment history. We also consider current market conditions and reasonable and supportable forecasts of future economic conditions. Our assessment as of January 31, 2021 considered business and market disruptions caused by COVID-19. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for uncollectible accounts receivables in future periods.

As of January 31, 2021 and July 31, 2020, and primarily because of the effects of COVID-19, the Company recorded an allowance for uncollectible receivables in the amount of $156,000 and $82,000, respectively, as an offset to receivables.

Activity in the allowance for uncollectible receivables for each period follows:

Allowance for
Uncollectible
          Accounts ReceivableBad Debt Expense
Period EndedThree Months EndedSix Months Ended
  January 31  July 31  January 31January 31
202120202021  2020  2021  2020
Beginning balance$82,000$$$$$
Charge-offs92,000423,23292,000  40,29292,000   40,292
Recoveries(18,000)(91,840)  (18,000)
Rent Abatements reclassified to reduce rental income   (249,392)
Ending Balance$156,000 $82,000$92,000$40,292$74,000$40,292

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method. Amortization of improvements to leased property is calculated over the life of the lease. Lives used to determine depreciation and amortization are generally as follows:

          Buildings and improvements       18-40 years
 Improvements to leased property3-10 years
 Fixtures and equipment7-12 years
 Other3-5 years

Maintenance, repairs, renewals, and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets sold or retired, and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.

-8-


Company renovations at its Fishkill, NY building aggregated $823,234 and $2,397,216 for the six months ended January 31, 2021 and 2020, respectively, primarily related to tenant improvements for space leased to a community college, new elevators, lobbies, and a façade.

New tenant improvements for the six months ended January 31, 2021 were $358,042 at the Company's Jowein building in Brooklyn, NY. New tenant improvements for the six months ended January 31, 2020 at the Company's Jamaica building were $291,545.

Stairwell and sidewalk upgrades at the Company's Jamaica, NY building aggregated $290,976 for the six months ended January 31, 2021. Elevator upgrades aggregated $289,699 for the six months ended January 31, 2020 at the Company's 9 Bond building in Brooklyn, NY.

The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At January 31, 2021 and July 31, 2020, there were no impairments of its property and equipment.

Deferred Charges

Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over the related lease periods, ranging from 4 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.

Leases - Lessor Revenue Recognition

Property held for leasing in the Company’s real estate rental operations is disclosed in the condensed consolidated balance sheets. Rent is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables are included in accounts receivable and represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, is recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. As lessor, we have elected to combine the lease components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned.

Leases - Lessee

The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in operating lease right-of-use assets, and operating lease liabilities on the Company’s balance sheet.

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Taxes

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. The evolving facts and circumstances surrounding COVID-19 could result in the application of different provisions of tax laws and cause our estimated annual effective tax rate to change significantly through the remainder of the year. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

-9-


The Company had a federal net operating loss carryforward approximating $8,409,803 as of July 31, 2020 available to offset future taxable income. As of July 31, 2020, the Company had unused state and city net operating loss carryforwards of approximately $10,463,612 for state and $8,428,574 for city, available to offset future state and city taxable income. The net operating loss carryforwards will begin to expire, if not used, in 2035.

New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital- based franchise taxes. Beginning with the Company’s tax year ended July 31, 2016, changes in the law required the state capital-based tax will be phased out over a 7-year period. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city deferred taxes.

Reclassification:

The condensed consolidated financial statements for prior years reflect certain reclassifications to conform with classifications adopted in the six months ended January 31, 2021. These reclassifications have no effect on net income or loss as previously reported. As of July 31, 2020, the Company changed its balance sheet presentation from classified to unclassified to more generally conform with norms in the real estate industry. Many of the prior year reclassifications relate to this change in presentation.

Recently adopted accounting standards:

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 is intended to increase transparency and comparability among organizations in accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842”, which provides amendments and clarification to ASU 2016-12 based on the FASB’s interaction with stakeholders. In July 2018, the FASB issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements”, which amends Leases (Topic 842) to (i) add an optional transition method that would permit entities to apply the new requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption, and (ii) provide a practical expedient for lessors regarding the separation of the lease and non-lease components of a contract. In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842) Narrow-Scope Improvement for Lessors,” which clarifies how to apply the leases standard when accounting for sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842) Codification Improvements”, which provides amendments for issues brought to the Board’s attention through its interactions with stakeholders. The issues identified are as follows: (1) Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, (2) Presentation on the statement of cash flows-sales-type and direct financing leases, and (3) Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. These standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The new standards were adopted by the Company for the fiscal year beginning August 1, 2019. Upon adoption of Topic 842, the Company elected the following practical expedients:

1.The Company applied the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the initial period of adoption. Upon adoption on August 1, 2019, the Company did not have an adjustment to opening retained earnings.
2.As lessee and lessor, the Company has elected not to reassess lease classifications and all leases will continue to be classified as operating leases under the new standard.

-10-


As a result of the adoption of the new lease accounting guidance, the Company recognized on August 1, 2019:

Operating lease right-of-use assets of $27.1 million.
Operating lease liabilities of approximately $17.9 million, based on the net present value of remaining minimum rental payments, discounted using the Company’s incremental borrowing rate of 3.88%.
The initial recording of operating lease right-of-use assets of $27.1 million includes adjustments of approximately $10.2 million primarily relating to building and improvements, net of accumulated depreciation, required pursuant to a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). Upon lease termination in 2030, the building and all improvements will be turned over to the landlord as property owner.
The initial operating lease liability of $17.9 million includes an adjustment of remaining accrued rent of approximately $.95 million.
The Company’s lessor accounting remains similar under Topic 842 but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). Upon adoption of the lease standards on August 1, 2019, changes in accounting for the Company’s lease revenue as lessor were not significant.

In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC Topic 842, Leases (“ASC 842”). The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as lease modifications under certain conditions. Entities making the election will continue to recognize rental revenue on a straight-line basis for qualifying concessions. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to accounts receivable during the deferral period with no impact on rental revenue recognition. The Company elected this policy for the year ended July 31, 2020. Rent abatements and deferrals resulting from COVID-19 aggregated $433,517 and $459,429, respectively, for the year ended July 31, 2020. Rent abatements during the three and six months ended January 31, 2021 were $9,487. Deferrals of $125,000 resulted from COVID-19 during the three and six months ended January 31, 2021.

2.Income Per Share of Common Stock:
          

Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the six and three months ended January 31, 2021 and January 31, 2020.

3.Marketable Securities:
           

The Company’s marketable securities consist of investments in equity securities. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).

Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).

Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.

-11-


Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at January 31, 2021 and July 31, 2020.

Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

Fair value measurements at reporting date

TotalTotal
January 31,July 31,
Description   2021   Level 1   Level 2   Level 3   2020   Level 1   Level 2   Level 3
Assets:
Marketable securities$  3,924,076$  3,924,076$     –$     –$  3,744,905$  3,744,905$     –$     –

As of January 31, 2021 and July 31, 2020, the Company's marketable securities were classified as follows:

January 31, 2021July 31, 2020
GrossGrossGrossGross
UnrealizedUnrealizedFairUnrealizedUnrealizedFair
     Cost     Gains     Losses     Value     Cost     Gains     Losses     Value
Noncurrent:
Mutual funds$1,457,778$403,275$4,696$     1,856,357$1,077,493$297,064$     –$     1,374,557
Equity securities1,328,147739,5722,067,7191,553,275823,0105,9372,370,348
$     2,785,925$   1,142,847$     4,696$3,924,076$     2,630,768$     1,120,074$5,937$3,744,905

Investment income consists of the following:

Three Months EndedSix Months Ended
  January 31 January 31
2021202020212020
Interest income$     67$     2,77229413,050
Dividend income     76,868     73,143     82,691     80,887
Gain on sale of marketable securities83,17646,981
Total$     76,935$     75,915$   166,161$     140,918

4.Financial Instruments and Credit Risk Concentrations:
          
Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, restricted cash, cash and cash equivalents, and receivables. Marketable securities, restricted cash, 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.

As of January 31, 2021, seven tenants accounted for approximately 61% of receivables. As of July 31, 2020, four tenants accounted for approximately 55% of receivables. During the six months ended January 31, 2021, two tenants accounted for 30% of total rental revenue. During the six months ended January 31, 2020, three tenants accounted for 43% of total rental revenue.

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5.Long-Term Debt – Mortgages:
          
          Current
AnnualFinal
InterestPaymentJanuary 31,July 31,
     Rate     Date     2021     2020
(1) Bond St. building, Brooklyn, NY4.375%12/1/2024$4,330,054$4,829,832
(2) Fishkill building3.980%4/1/20253,900,3113,967,100
Deferred financing costs(149,911)(168,967)
Net$         8,080,454$     8,627,965 
  

(1) In November 2019, the Company refinanced the remaining balance of a $6,000,000, 3.54% interest rate loan with another bank for $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate on the new loan is fixed at 4.375%. The loan is self-liquidating over a period of five years and secured by the Nine Bond Street building in Brooklyn, New York.

(2) In March 2020, the Company obtained a loan with a bank in the amount of $4,000,000 to finance renovations and brokerage commissions relating to space leased to a community college at the Fishkill, New York building. The loan is secured by the Fishkill, New York building; amortized over a 20-year period with an interest rate of 3.98% and is due in five years.

 
6.

Note Payable:

 

In April 2020, the Company obtained a $722,726 loan, with an interest rate of .98% per annum, issued by a bank through the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under Division A. Title I of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). PPP provides forgiveness of loan proceeds used for qualified and documented payroll costs, mortgage interest payments, rent payments and utilities, if less than 40% of such proceeds are used for non-payroll costs. PPP loan payments are deferred until the SBA remits the Company’s loan forgiveness to the lender.

The Company applied for 100% loan forgiveness as soon as lender application forms became available in January, 2021. After the SBA remits the Company’s loan forgiveness to the lender, such proceeds aggregating $722,726 expected in the year ending July 31, 2021 will be recorded as a reduction of the note payable and extinguishment of debt income.

 
7.

Operating Leases:

           

Lessor

The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately 5 to 49 years. The leases provide for the payment of fixed base rent payable monthly in advance as well as reimbursements of real estate taxes and common area costs. The Company has elected to account for lease revenues and the reimbursements of common area costs as a single component included as rental income in our condensed consolidated statements of operations.

-13-



The following table disaggregates the Company's revenues by lease and non-lease components:

Three Months EndedSix Months Ended
  January 31 January 31
2021202020212020
Base rent - fixed$     4,629,553$     4,515,930$     9,062,131$     9,052,029
Reimbursements of common area costs     152,164     163,775     306,695     313,435
Non-lease components (real estate taxes)265,150359,355513,035709,511
Rental income$     5,046,867$     5,039,060$9,881,861$     10,074,975
 
Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
           
As of January 31, 2021
Company
Owned
Leased
Fiscal Year     Property     Property     Total
For the remainder of 2021$5,358,155$2,768,597$8,126,752
202210,111,7523,998,02414,109,776
20239,349,0553,229,62312,578,678
20247,537,9622,946,00610,483,968
20257,169,6662,560,6049,730,270
20265,152,7451,932,5347,085,279
After 202633,156,5577,738,81740,895,374
Total$     77,835,892$     25,174,205$     103,010,097

 

Lessee

The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements.

Effective April 1, 2020, four of the Company’s property leases were extended. The effect of these lease extensions on the measurement of operating lease right-of-use assets, liabilities and rent expense follows:

 
               Operating Lease     Operating     Monthly Rent
Right-of-Use-AssetLease LiabilityExpense
Upon initial adoption, August 1, 2019$27,104,937$16,728,284$235,350
After various lease extensions through April 30, 2020$37,698,819$29,326,365$277,570

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Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:

Three Months EndedSix Months Ended
  January 31 January 31
2021202020212020
Sublease income$    1,740,248$     1,766,609$     3,468,281$     3,521,861
Operating lease cost     (832,707)     (760,191)     (1,665,420)     (1,510,057)
Excess of sublease income over lease cost$907,541$     1,006,418$     1,802,861$     2,011,804

As of January 31, 2021, our operating leases had a weighted average remaining lease term of 17.71 years and a weighted average discount rate of 2.88%.

Three Months EndedSix Months Ended
  January 31 January 31
Other information:     2021     2020     2021     2020
Operating cash flows from operating leases$    497,281$     492,332$     989,613$     950,809

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of January 31, 2021:
           
January 31, 2022$2,089,683
January 31, 20232,124,546
January 31, 20242,141,424
January 31, 20252,158,823
January 31, 20262,181,170
Thereafter26,456,772
Total undiscounted cash flows37,152,418
Less: present value discount(8,682,186)
Total Lease Liabilities$28,470,232
 
          
8.

Employees' Retirement Plan:

The Company sponsors a noncontributory Money Purchase Plan covering substantially all its non-union employees. Operations were charged $109,915 and $219,983 as contributions to the Plan for the three and six months ended January 31, 2021, respectively, and $146,183 and $247,586 as contributions to the plan for the three and six months ended January 31, 2020, respectively.

Multi-employer plan:

The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension plan were $16,875 and $30,573 for the three and six months ended January 31, 2021, respectively, and $14,807 and $31,820 for the three and six months ended January 31, 2020, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans.

Contingent Liability for Pension Plan:

Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan.

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          Information for contributing employer’s participation in the multi-employer plan:

               Legal name of Plan:     United Food and Commercial
Workers Local 888 Pension Fund
Employer identification number:13-6367793
Plan number:001
Date of most recent Form 5500:December 31, 2019
Certified zone status:Critical and declining status
Status determination date:January 1, 2019
Plan used extended amortization provisions in status
calculation:
Yes
Minimum required contribution:Yes
Employer contributing greater than 5% of Plan
contributions for year ended December 31, 2019:
Yes
Rehabilitation plan implemented:Yes
Employer subject to surcharge:Yes
Contract expiration date:November 30, 2022

For the plan years 2019-2022, under the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to 9.1% of the prior year total contribution rate. The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good.
          
9.

Cash Flow Information:

For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three months or less, which are readily convertible into cash. The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented on the consolidated statement of cash flows:


          January 31
     2021     2020
Cash and cash equivalents$1,493,124$3,146,214
Restricted cash, tenant security deposits814,152808,663
Restricted cash, escrow71,67471,603
Restricted cash, other27,14027,840
$     2,406,090$     4,054,320

-16-



          Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance with certain loan agreements, and security deposits with landlords and utility companies.

          Supplemental disclosure:     Six Months Ended
January 31
2021     2020
Cash Flow Information
Interest paid, net of capitalized interest of $34,390 (2021) and $64,759 (2020)$     147,196$35,210
Income taxes (refunded)(23,040)(23,041)
        
Non-cash information
Recognition of operating lease right-of-use assets$     29,384,531
Recognition of operating lease liabilities20,143,101
 Mortgage refinance     5,255,920

10.

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 January 31, 2021 and at July 31, 2020.

          
11.

Related Party Transactions:

The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land (“Premises”) located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.

Rent payments and expense relating to these two operating leases with Landlord follow:


             Rent PaymentsRent PaymentsRent ExpenseRent Expense
Three Months EndedSix Months EndedThree Months EndedSix Months Ended
January 31January 31January 31January 31
Property2021   2020   2021   2020   2021202020212020
Jamaica Avenue at 169th Street$   156,250$   156,250$   312,500$   312,500$   379,359   $   403,698   $   758,719   $   807,397
504-506 Fulton Street90,56490,564181,128181,12887,60987,609175,219175,219
Total$246,814$246,814$   493,628$   493,628$   466,968$   491,307$   933,938$   982,616
 
The following summarizes assets and liabilities related to these two operating leases:
                               
Right-Of-Use
AssetsLiabilities
January 31July 31January 31July 31
Property2021     202020212020Expiration Date
Jamaica Avenue at 169th Street$13,884,813$14,230,659$5,332,291$5,455,029May 31, 2030
504-506 Fulton Street3,006,1183,063,2683,130,1493,190,253April 30, 2031
Total$     16,890,931$     17,293,927$     8,462,440$     8,645,282

          Upon termination of the Jamaica, New York lease in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.

-17-



12.Contingencies:
          

There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

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 has not been determined at this time.

-18-


Item 2.

J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc., and subsidiaries.

Forward Looking Statements:

The following can be interpreted as including forward looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook” “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

The Impact of COVID-19 on our Results and Operations:

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March 2020, the economic impacts became significant for the remainder of the year ended July 31, 2020.

Beginning in March and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances in the year ended July 31, 2020, we agreed to rent abatements and deferrals for certain tenants. From August 2020 through January 2021, the Company had bad debt expense of $74,000. We continue to experience volatility in the valuation of our equity investments through January 31, 2021.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, income from operations, net income, earnings per share, cash provided by operating activities, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity nationally and in New York, NY, like other businesses, it could adversely affect our business operations and financial results through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

Critical Accounting Policies and Estimates:

Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and require the most difficult, subjective, or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and estimates used in the preparation of our financial statements. Estimates are based on historical experience, where applicable or other assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as our critical accounting policies. Actual results may differ from these estimates under different assumptions and conditions. Recently adopted accounting standards and recently issued accounting standards not yet adopted are also disclosed in Note 1.

-19-


As of January 31, 2021, the impact of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and as additional information becomes available, our estimates may change materially in future periods.

Results of Operations:

Three months ended January 31, 2021 compared to the three months ended January 31, 2020:

In the three months ended January 31, 2021, the Company reported a net loss of $(54,107), or $(.02) per share. In the comparable three months ended January 31, 2020, the Company reported net loss of $(57,281) or $ (.02) per share. The loss in the 2021 three months was primarily due to an increase in real estate operating expenses and depreciation as explained below.

Revenues in the current three months increased to $5,046,867 from $5,039,060 in the comparable 2020 three months primarily due to rental income from two new tenants, partially offset by the loss of rental income from four tenants.

Real estate operating expenses in the current three months increased to $3,585,546 from $3,568,752 in the comparable 2020 three months primarily due to increases in real estate taxes and rent expense, partially offset by decreases in maintenance costs and licenses and permits.

Administrative and general expenses in the current three months increased to $1,343,669 from $1,311,011 in the comparable 2020 three months primarily due to an increase in bad debt expense.

Depreciation expense in the current three months increased to $445,504 from $394,977 in the comparable 2020 three months primarily due to additional depreciation from improvements in the prior year for both the Jamaica and Fishkill New York buildings.

Investment income exceeded interest expense in the current three months by $233,745 and by $131,399 in the comparable 2020 three months. The increase in investment income was primarily due to a change in the fair value of marketable securities partially offset by an increase in interest expense resulting from the additional mortgage on the Fishkill, New York property and the increased interest rate on the Brooklyn, New York property mortgage.

Six months ended January 31, 2021 compared to the six months ended January 31, 2020:

In the six months ended January 31, 2021, the Company reported net loss of $(469,531), or $(.23) per share. In the comparable six months ended January 31, 2020, the Company reported net income of $71,263, or $.04 per share. Revenue in the current six months decreased, real estate operating expenses and depreciation increased, as explained below.

Revenues in the current six months decreased to $9,881,861 from $10,074,975 in the comparable 2020 six months primarily due to loss of rental income from four tenants, partially offset by rental from two new tenants.

Real estate operating expenses in the current six months increased to $7,168,163 from $6,817,346 in the comparable 2020 six months primarily due to:

1)Increases in real estate taxes,
2)Increases in rent expense due to the recording of the building to right-of-use asset (see notes 1, 5 and 7),
3)Increases in maintenance costs and leasing commisions expense, and
4)Partially offset by decreases in licenses and permits.

Administrative and general expenses in the current six months decreased to $2,513,192 from $2,526,646 in the comparable 2020 six months primarily due to a decrease in insurance expense and pension costs, partially offset by an increase in bad debt expense.

Depreciation expense in the current six months increased to $889,443 from $782,387 in the comparable 2020 six months primarily due to additional depreciation from prior year improvements for both the Jamaica and Fishkill New York buildings.

-20-


Investment income exceeded interest expense in the current six months by $22,406 and by $149,667 in the comparable 2020 six months. The decrease in investment income was primarily due to interest expense resulting from the additional mortgage on the Fishkill, New York Property and the increased interest rate on the Brooklyn, New York property mortgage.

Liquidity and Capital Resources:

The impact of COVID-19 and the related reductions in economic activity from business disruptions continues in the six months ended January 31, 2021. The Company had bad debt expense of $74,000 from August 2020 to January 2021. We continue to experience volatility in the valuation of our equity investments through January 31, 2021. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building for a term of fifteen years with two five-year option periods. The cost of renovations for this tenant were $3,405,347 and brokerage commissions were $448,939. The tenant took occupancy in June 2020 and commenced payment of rent in September 2020.

In August 2020, a retail tenant who occupies 1,810 square feet at the Company’s Nine Bond Street Brooklyn, New York building extended their lease until August 31, 2025.

In November 2020, the Company leased 5,300 square feet to a retail tenant at its Nine Bond Street Brooklyn, New York building. The tenant took occupancy in November 2020 and rental payments commenced in January 2021.

In November 2020, the Company leased 23,000 square feet to an office tenant at its Jowein building in Brooklyn, New York. The cost of renovations for this tenant will be approximately $625,000 and brokerage commissions will be $979,000. Occupancy and rental payments are anticipated in late Spring, 2021.

In November 2020, the Company leased 5,500 square feet to a retail tenant at its Jowein building in Brooklyn, New York. Occupancy and rental payments will begin in early 2021.

In December 2020, a tenant, who occupies 84,000 square feet of warehouse space at the Company's Circleville, Ohio building, extended their lease for an additional three years to expire October 31, 2024.

Cash Flows From Operating Activities:

Deferred Expenses: The Company had an additional $1,138,561 for brokerage commissions incurred from two new tenants at the Company's Brooklyn, New York buildings, and two existing tenants at the Company's Massapequa, New York and Circleville, Ohio buildings.

Accounts Payable and Accrued Expenses: The Company had a balance due on January 31, 2021 for brokerage commissions of $1,877,863.

Beginning in March and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances in the year ended July 31, 2020, we agreed to rent abatements and deferrals for certain tenants. From August 2020 through January 2021, the Company had bad debt expense of $74,000. We continue to experience volatility in the valuation of our equity investments through January 31, 2021. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

Cash Flows From Investing Activities:

The Company had expenditures for the six months ended January 31, 2021 at its Jamaica, New York building for upgrades to a stairwell in the amount of $101,261 and $189,715 for sidewalk work.

The Company had expenditures for renovations of $351,810 for a second lobby at its Fishkill, New York building. The total cost was $842,767 and was completed in October 2020. The Company also had expenditures at its Fishkill, New York building of $453,182 for facade work and $18,242 for various other projects for the six months ended January 31, 2021.

At its Jowein building in Brooklyn, New York, the Company had expenditures in the amount of $71,630 for roof work. The Company also had expenditures for renovations for a new tenant in the amount of $358,042. The total cost is estimated to be $500,000 and is anticipated to be completed in May 2021.

-21-


Related Party Transactions:

The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.

Rent payments and expense relating to these two operating leases with Landlord follow:

   Rent PaymentsRent PaymentsRent ExpenseRent Expense
Three Months EndedSix Months EndedThree Months EndedSix Months Ended
January 31January 31January 31January 31
Property2021   2020   2021   2020   2021202020212020
Jamaica Avenue at 169th Street$   156,250$   156,250$   312,500$   312,500$   379,359   $   403,698   $   758,719   $   807,397
504-506 Fulton Street90,56490,564181,128181,12887,60987,609175,219175,219
Total$246,814$246,814$   493,628$   493,628$   466,968$   491,307$   933,938$   982,616

 
The following summarizes assets and liabilities related to these two leases:
                     
Right-Of-Use
AssetsLiabilities
January 31July 31January 31July 31
Property2021     202020212020Expiration Date
Jamaica Avenue at 169th Street$13,884,813$14,230,659$5,332,291$5,455,029May 31, 2030
504-506 Fulton Street3,006,1183,063,2683,130,1493,190,253April 30, 2031
Total$     16,890,931$     17,293,927$     8,462,440$     8,645,282

-22-


Cautionary Statement Regarding Forward-Looking Statements:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, our expenses, and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors listed below, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

changes in the rate of economic growth in the United States;

the ability to obtain credit from financial institutions and the related costs;

changes in the financial condition of our customers;

changes in regulatory environment;

lease cancellations;

changes in our estimates of costs;

war, terrorist attacks, or civil unrest effecting 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;

changes in estimates used in our critical accounting policies; and

pandemics and the ongoing effects of COVID-19.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk:

The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. On January 31, 2021, the Company had fixed-rate debt of $8,953,091.

Item 4. Controls and Procedures:

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective and provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings
From time to time we are involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material adverse effect on our financial condition, results of operations or cash flows. See also Note 12 to the Company’s Condensed Consolidated Financial Statements.
Item1A. 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, 2020.
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item3. Defaults Upon Senior Securities
None
Item4. Mine Safety Disclosures
Not applicable
Item5. Other Information
None
Item6. Exhibits and Reports on Form 8-K
(a) 

List of Exhibits:

          Sequentially
ExhibitNumbered
NumberExhibitPage
(3)Articles of Incorporation and Bylaws.     N/A     
(10)Material contracts.N/A
(11)Statement re computation of per share earningsN/A
(12)Statement re computation of ratiosN/A
(14)Code of ethicsN/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 Officer26
(31.2) Chief Financial Officer27
(32)Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.28
(95)Mine safety disclosureN/A
               
EX-101.INSXBRL Instance Document
EX-101.SCHXBRL Taxonomy Extension Schema
EX-101.PREXBRL Taxonomy Extension Presentation Linkbase
EX-101.LABXBRL Taxonomy Extension Label Linkbase
EX-101.CALXBRL Taxonomy Extension Calculation Linkbase
EX-101.DEFXBRL Taxonomy Extension Definition Linkbase
(b) 

Reports on Form 8-K – Two reports on Form 8-K were filed by the registrant for the period ended January 31, 2021.

Item reported:

  

The Company reported results of the Submission of Matters to a vote of security holders
Date of report filed - November 25, 2020.

                 

The Company reported its financial results for the three months ended October 31, 2020
Date of report filed
– December 10, 2020.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

J.W. MAYS, Inc.
(Registrant)
 
 
Date: March 4, 2021Lloyd J. Shulman
Lloyd J. Shulman
President
Chief Executive Officer
 
 
Date:March 4, 2021Mark S. Greenblatt
Mark S. Greenblatt
Vice President
Chief Financial Officer

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