UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 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
(Exact Name of Registrant as Specified in its Charter)
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | |
| Address of Principal Executive Offices | Zip Code |
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.
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).
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 ☐ |
| 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 class | Trading Symbol(s) | Name of each exchange on which registered |
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 December 8, 2022 | |
| Common Stock, $1 par value |
This report contains 22 pages.
J. W. MAYS, INC.
INDEX
-2-
Part I - Financial Information
Item 1. Financial Statements
J. W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| October 31 2022 | July 31 2022 | |||||||
| ASSETS | ||||||||
| Property and Equipment-at cost: | ||||||||
| Land | $ | $ | ||||||
| Buildings held for leasing: | ||||||||
| Buildings, improvements and fixtures | ||||||||
| Construction in progress | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Buildings - net | ||||||||
| Property and equipment-net | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Receivables, net | ||||||||
| Marketable securities | ||||||||
| Prepaids and other assets | ||||||||
| Deferred charges, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Liabilities: | ||||||||
| Mortgages payable, net | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Security deposits payable | ||||||||
| Operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity: | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| Common stock held in treasury, at cost - | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | ||||||||
| October 31 | October 31 | |||||||
| 2022 | 2021 | |||||||
| Revenues | ||||||||
| Rental income | $ | $ | ||||||
| Total revenues | ||||||||
| Expenses | ||||||||
| Real estate operating expenses | ||||||||
| Administrative and general expenses | ||||||||
| Depreciation | ||||||||
| Total expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income and interest expense: | ||||||||
| Investment income | ||||||||
| Change in fair value of marketable securities | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Income (loss) from operations before income taxes | ( | ) | ||||||
| Income taxes provided (benefit) | ( | ) | ||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| $ | $ | ( | ) | |||||
| Dividends per share | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements
-4-
J. W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
Common Stock | Additional Paid In Capital | Retained Earnings | Common Held in Treasury | Total | ||||||||||||||||
| Three Months Ended October 31, 2022 | ||||||||||||||||||||
| Balance at July 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net income, three months ended October 31, 2022 | ||||||||||||||||||||
| Balance at October 31, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Three Months Ended October 31, 2021 | ||||||||||||||||||||
| Balance at July 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net loss, three months ended October 31, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Balance at October 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See Notes to Accompanying Consolidated Financial Statements
-5-
J. W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | ||||||||
| October 31 | ||||||||
| 2022 | 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Bad debt expense (recoveries) | ( | ) | ||||||
| Provision (benefit) for deferred income taxes | ( | ) | ||||||
| Depreciation | ||||||||
| Amortization of deferred charges | ||||||||
| Operating lease expense in excess of cash payments | ||||||||
| Deferred finance costs included in interest expense | ||||||||
| Net unrealized loss on marketable securities | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Receivables | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Security deposits payable | ( | ) | ||||||
| Cash provided by operating activities | ||||||||
| Cash Flows From Investing Activities: | ||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| Marketable securities: | ||||||||
| Payments for purchases | - | ( | ) | |||||
| Cash (used) in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Payments - mortgage and other debt payments | ( | ) | ( | ) | ||||
| Net cash (used) in financing activities | ( | ) | ( | ) | ||||
| Increase in cash, cash equivalents and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
-6-
J. W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Summary of Significant Accounting Polciies:
Use of Estimates
The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, impairment analysis of long-lived assets, 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, 2022 consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2022. 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, 2023 or any other period.
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 considers volatility in market conditions and evolving shifts in credit trends that may have a material impact on our allowance for uncollectible accounts receivables in future periods.
Allowance for Uncollectible and Bad Debt Expense
As of October 31, 2022 and July 31, 2022, and primarily
because of the lingering effects of COVID-19, the Company recorded an allowance for uncollectible receivables in the amount of $
| Allowance for Uncollectible Accounts Receivable | Bad Debt Expense | |||||||||||||||
| Period Ended | Three Months Ended | |||||||||||||||
| October 31 | July 31 | October 31 | ||||||||||||||
| 2022 | 2022 | 2022 | 2021 | |||||||||||||
| Beginning balance | $ | $ | $ | — | $ | — | ||||||||||
| Charge-offs | — | |||||||||||||||
| Reserve adjustments | ( | ) | ( | ) | ||||||||||||
| Ending Balance | $ | $ | $ | ( | ) | $ | ||||||||||
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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 | ||||
| Improvements to leased property | ||||
| Fixtures and equipment | ||||
| Other |
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.
Impairment
The Company reviews property and equipment and related lease intangibles for possible impairment when certain events or changes in circumstances indicate the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. As of October 31, 2022 and July 31, 2022, the Company has determined there was no impairment of its property and equipment or related lease intangibles.
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
Leases - Lessor Revenue
The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09 (Topic 606) Revenue from Contracts with Customers. Rental income 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, are 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.
In April 2020, the Financial Accounting Standards Board
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 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 during the year ended July 31, 2020. Rent deferrals included in receivables were $
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.
-8-
Taxes
The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.
The Company had a federal net operating loss carryforward
approximating $
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 ending July 31, 2025, changes in the law required the state capital-based tax will be phased out. 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.
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
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.
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 October 31, 2022 and July 31, 2022.
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.
-9-
In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring basis presented at fair value.
| Fair value measurements at reporting date | ||||||||||||||||||||||||||||||||
| Description | October 31, 2022 | Level 1 | Level 2 | Level 3 | July 31, 2022 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Marketable securities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of October 31, 2022 and July 31, 2022, the Company's marketable securities were classified as follows:
| October 31, 2022 | July 31, 2022 | |||||||||||||||||||||||||||||||
| Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||
| Mutual funds | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
Investment income consists of the following:
| Three Months Ended October 31 | ||||||||
| 2022 | 2021 | |||||||
| Interest income | $ | $ | ||||||
| Dividend income | ||||||||
| Total | $ | $ | ||||||
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.
Five tenants accounted for approximately
5. Long-Term Debt – Mortgages:
| Current Annual Interest Rate | Final Payment Date | October 31, 2022 | July 31, 2022 | |||||||||||
| (1) Bond St. building, Brooklyn, NY | % | $ | $ | |||||||||||
| (2) Fishkill building | % | |||||||||||||
| Deferred financing costs | ( | ) | ( | ) | ||||||||||
| Net | $ | $ | ||||||||||||
| (1) |
| (2) |
-10-
6. Operating Leases:
Lessor
The Company leases office and retail space to tenants under
operating leases in commercial buildings. Most rental terms range from approximately
The following table disaggregates the Company's revenues by lease and non-lease components:
| Three Months Ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| Base rent - fixed | $ | $ | ||||||
| Reimbursements of common area costs | ||||||||
| Non-lease components (real estate taxes) | ||||||||
| Rental income | $ | $ | ||||||
Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
| As of October 31, 2022 | ||||||||||||
| Fiscal Year | Company Owned Property | Leased Property | Total | |||||||||
| For the remainder of 2023 | $ | $ | $ | |||||||||
| 2024 | ||||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| After 2028 | ||||||||||||
| Total | $ | $ | $ | |||||||||
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.
In July 2022, the Company entered into lease agreements with its landlord for two of its properties as follows:
| 1) | Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond the current expiration date of May 31, 2030 for a total of twenty years through May 31, 2050. As of October 31, 2022, it is not reasonably certain such options to extend the lease will be exercised by the Company. |
| 2) | 504-506 Fulton Street, Brooklyn, New York – Modification
of the lease agreement to increase monthly lease payments from $ |
The landlord is Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board of Directors who also principally owns the Company.
The effect of the lease modification for 504-506 Fulton Street, Brooklyn, NY on the measurement of operating lease right-of-use assets, liabilities and rent expense follows:
| Increase From July 2022 Modification | ||||||||||||
| Operating Lease Right- of-Use-Asset | Operating Lease Liability | Monthly Rent Expense | ||||||||||
| Increase resulting from July 2022 lease modification | $ | $ | $ | |||||||||
-11-
Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:
| Three Months Ended October 31, | ||||||||
| 2022 | 2021 | |||||||
| Sublease income | $ | $ | ||||||
| Operating lease cost | ( | ) | ( | ) | ||||
| Excess of sublease income over lease cost | $ | $ | ||||||
| Three Months Ended October 31, | ||||||||
| Other information: | 2022 | 2021 | ||||||
| Operating cash flows from operating leases | $ | $ | ||||||
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of October 31, 2022:
| Period Ended | Operating Leases | |||
| October 31, 2023 | $ | |||
| October 31, 2024 | ||||
| October 31, 2025 | ||||
| October 31, 2026 | ||||
| October 31, 2027 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: present value discount | ( | ) | ||
| Total Lease Liabilities | $ | |||
As of October 31, 2022, our operating leases had a weighted
average remaining lease term of
7. Employees' Retirement Plan:
The Company sponsors a noncontributory Money Purchase Plan
covering substantially all its non-union employees. Operations were charged $
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 $
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.
-12-
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, 2021 | |
| Certified zone status: | Critical and declining status | |
| Status determination date: | January 1, 2021 | |
| 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, 2021: | Yes | |
| Rehabilitation plan implemented: | Yes | |
| Employer subject to surcharge: | Yes | |
| Contract expiration date: | November 30, 2025 |
For the plan years 2019 through November 30, 2021, under
the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to a
8. 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:
| October 31 | ||||||||
| 2022 | 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, tenant security deposits | ||||||||
| Restricted cash, escrow | ||||||||
| Restricted cash, other | ||||||||
| $ | $ | |||||||
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: | Three Months Ended | |||||||
| October 31 | ||||||||
| 2022 | 2021 | |||||||
| Cash Flow Information | ||||||||
| Interest paid, net of capitalized interest of $13,223 (2022) and $7,762 (2021) | $ | $ | ||||||
9. 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
-13-
10. 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.
In July 2022, the Company entered into lease agreements with Landlord as follows:
| (1) | Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond the current expiration date of May 31, 2030 for a total of twenty years through May 31, 2050. As of October 31, 2022, it is not reasonably certain such options to extend the lease will be exercised by the Company. |
| (2) |
Rent payments and expense relating to these two operating leases with Landlord follow:
| Rent Payments Three Months Ended October 31 | Rent Expense Three Months Ended October 31 | |||||||||||||||
| Property | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Jamaica Avenue at 169th Street | $ | $ | $ | $ | ||||||||||||
| 504-506 Fulton Street | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following summarizes assets and liabilities related to these two operating leases:
| Right-Of-Use Assets | Liabilities | |||||||||||||||||||
| Property | October 31 2022 | July 31 2022 | October 31 2022 | July 31 2022 | Expiration Date | |||||||||||||||
| Jamaica Avenue at 169th Street | $ | $ | $ | $ | ||||||||||||||||
| 504-506 Fulton Street | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
Upon termination of the Jamaica, New York lease, currently in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.
11. 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.
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Item 2.
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc., and subsidiaries.
Forward Looking Statements:
The following can be interpreted as including forward looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook” “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions, and the change in economic conditions of the various markets we serve.
Critical Accounting Policies and Estimates:
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 are also disclosed in Note 1.
Results of Operations:
In the three months ended October 31, 2022, the Company reported net income of $59,517, or $.03 per share. In the comparable three months ended October 31, 2021, the Company reported net loss of $(390,750), or $(.19) per share. The change in the 2022 three months was primarily due to an increase in rental income from new tenants and a decrease in bad debt expense; partially offset by decreases in the fair value of marketable securities.
Revenues in the current three months increased to $5,769,734 from $5,079,547 in the comparable 2021 three months primarily due to rental income from six new tenants and increased rents from existing tenants.
Real estate operating expenses in the current three months increased to $3,785,421 from $3,630,122 in the comparable 2021 three months primarily due to increases in real estate taxes, amortization expense of deferred charges of brokerage fees for new tenants, insurance and payroll costs.
Administrative and general expenses in the current three months decreased to $1,250,231 from $1,404,112 in the comparable 2021 three months primarily due to a decrease in bad debt expense; partially offset by increases in payroll costs and state capital-based franchise taxes.
Depreciation expense in the current three months decreased slightly to $418,496 from $451,270 in the comparable 2021 three months.
Interest expense and investment losses in the current year aggregated $(241,069) compared to $(126,793) in the comparable 2021 three months, primarily due to decreases in the fair value of marketable securities; partially offset by a decrease in interest expense.
Liquidity and Capital Resources:
In August 2022, the Company leased 58,832 square feet at the Company’s Fishkill, New York building for use as storage space for six months expiring February 2023. Total rent of $576,259 was prepaid at lease commencement and is being amortized as revenue over the entire term of the lease. Brokerage commissions were $27,084.
In August 2022, a tenant notified the Company of its intention to extend its leases for one year through September 30, 2023 as follows:
| (1) | 25,423 square feet at the Company’s 9 Bond Street Building in Brooklyn, New York |
| (2) | 38,109 square feet at the Company’s Jamaica, New York property |
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In September 2022, a tenant who occupies 10,000 square feet at the Company’s Levittown, New York property exercised its option to renew the lease for another five-year term through May 4, 2028.
On October 4, 2022, a tenant who occupies 1,140 square feet of retail space at the Company’s Nine Bond Street building in Brooklyn, New York agreed to terminate their lease effective October 31, 2022. The loss in rental income will approximate $70,000 per annum.
Effective November 1 2022, a tenant who occupies 10,000 square feet at the Company’s Jowein building in Brooklyn, New York agreed to terminate their lease. The loss in rental income will approximate $120,000 per annum.
Cash Flows From Operating Activities:
Accounts Payable and Accrued Expenses: The Company had a balance due on October 31, 2022 for brokerage commissions of $533,652.
Cash Flows From Investing Activities:
During the three months ended October 31, 2022, the Company had expenditures at its Fishkill, New York building of:
| (1) | $346,771 for canopy work. The total cost was $1,498,410 and was completed in October 2022. |
| (2) | $153,545 for elevator modernization. The total cost is $892,000 and is anticipated to be completed in May 2023. |
During the three months ended October 31, 2022, the Company also had expenditures of $147,799 for facade restoration at its 9 Bond Street building in Brooklyn, New York.
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.
In July 2022, the Company entered into lease agreements with Landlord as follows:
| (1) | Jamaica Avenue at 169th Street, Jamaica, New York - Giving the Company four five-year option periods to extend its lease beyond the current expiration date of May 31, 2030 for a total of twenty years through May 31, 2050. As of October 31, 2022, it is not reasonably certain such options to extend the lease will be exercised by the Company. |
| (2) | 504-506 Fulton Street, Brooklyn, New York – Modification of the lease agreement to increase monthly lease payments from $30,188 per month to $34,716 per month commencing on May 1, 2026 through April 30, 2031. |
Rent payments and expense relating to these two operating leases with Landlord follow:
| Rent Payments Three Months Ended October 31 | Rent Expense Three Months Ended October 31 | |||||||||||||||
| Property | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Jamaica Avenue at 169th Street | $ | 156,249 | $ | 156,249 | $ | 379,359 | $ | 379,359 | ||||||||
| 504-506 Fulton Street | 90,564 | 90,564 | 95,299 | 87,609 | ||||||||||||
| Total | $ | 246,813 | $ | 246,813 | $ | 474,658 | $ | 466,968 | ||||||||
The following summarizes assets and liabilities related to these two leases:
| Right-Of-Use Assets | Liabilities | |||||||||||||||||||
| Property | October 31 2022 | July 31 2022 | October 31 2022 | July 31 2022 | Expiration Date | |||||||||||||||
| Jamaica Avenue at 169th Street | $ | 11,089,961 | $ | 11,442,093 | $ | 4,322,315 | $ | 4,451,338 | May 31, 2030 | |||||||||||
| 504-506 Fulton Street | 2,621,785 | 2,683,787 | 2,732,444 | 2,789,709 | April 30, 2031 | |||||||||||||||
| Total | $ | 13,711,746 | $ | 14,125,880 | $ | 7,054,759 | $ | 7,241,047 | ||||||||||||
Upon termination of the Jamaica, New York lease, currently in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.
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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 such as 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 October 31, 2022, the Company had fixed-rate debt of $6,143,330.
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 11 to the Company’s Consolidated Financial Statements.
Item 1A. Risk Factors
There have been no changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits:
| Exhibit Number |
Exhibit | Sequentially Numbered Page | ||
| (3) | Articles of Incorporation and Bylaws. | N/A | ||
| (3ii) | By-laws, as amended — incorporated by reference | N/A | ||
| (10i) | Material contracts - Employment agreements | N/A | ||
| (10ii) | Material contracts - Retirement plan | N/A | ||
| (11) | Statement re computation of per share earnings | N/A | ||
| (12) | Statement re computation of ratios | N/A | ||
| (14) | Code of ethics | N/A | ||
| (15) | Letter re unaudited interim financial information. | N/A | ||
| (18) | Letter re change in accounting principles. | N/A | ||
| (19) | Report furnished to security holders. | N/A | ||
| (31) | Additional exhibits - Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| (31.1) Chief Executive Officer | 20 | |||
| (31.2) Chief Financial Officer | 21 | |||
| (32) | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | 22 | ||
| (95) | Mine safety disclosure | N/A | ||
| 101.INS | Inline XBRL Instance Document. | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| (b) | Report on Form 8-K – One report on Form 8-K was filed by the registrant for the period ended October 31, 2022. |
Item reported:
The Company reported its financial results for the three and twelve months ended July 31, 2022
Date of report filed – October 20, 2022.
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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: | December 8, 2022 | Lloyd J. Shulman | |
| Lloyd J. Shulman | |||
| Chairman of the Board, | |||
| Chief Executive Officer and President | |||
| Date: | December 8, 2022 | Mark S. Greenblatt | |
| Mark S. Greenblatt | |||
| Vice President, | |||
| Chief Financial Officer and Treasurer, | |||
| Director | |||
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