EXHIBIT 13
| J.W. MAYS, INC. | |
| Annual Report | |
| 2026 | |
| Year Ended July 31, 2026 | |
| J.W. MAYS, INC. | |||||
| Contents | Page No. | ||||
| The Company | 2 | ||||
| Message to Shareholders | 2 | ||||
| Consolidated Balance Sheets | 3 | ||||
| Consolidated Statements of Operations | 4 | ||||
| Consolidated Statements of Changes in Shareholders’ Equity | 5 | ||||
| Consolidated Statements of Cash Flows | 6 | ||||
| Notes to Consolidated Financial Statements | 7-16 | ||||
| Real Estate and Accumulated Depreciation (Schedule III) | 17 | ||||
| Report of Management | 18 | ||||
| Report of Independent Registered Public Accounting Firm | 19-20 | ||||
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21-24 | ||||
| Controls and Procedures | 26 | ||||
| Common Stock Information | 27 | ||||
| Officers and Directors | 27 | ||||
Executive Offices
9 Bond Street, Brooklyn, N.Y. 11201-5805
Transfer Agent and Registrar
Equiniti Trust Company
28 Liberty Street, Floor 53
New York, NY 10005
Special Counsel
Stradley Ronon
100 Park Avenue, Suite 2000
New York, New York 10017
Independent Registered Public Accounting Firm
Prager Metis CPAs, LLC
401 Hackensack Avenue
Hackensack, NJ, 07601
Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, November 24, 2026 at
10:00 A.M., Eastern Standard time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York 11201-5805
J.W. MAYS, INC.
THE COMPANY
J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City; in Levittown and Massapequa, Long Island, New York; in Fishkill, Dutchess County, New York; and in Circleville, Ohio. The major portions of these properties are owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is available for lease.
More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31, 2026.
J.W. MAYS, INC.
TO OUR SHAREHOLDERS:
Remote work and on-line shopping trends, which surged in prior years, continue to have a significant nationwide effect on office and retail commercial real estate rentals. Even with ongoing reduced nationwide and local demand for office and retail rentals, local real estate taxes in New York City have increased while costs of inflation were higher than anticipated. Financial results this past year include:
| • | In fiscal year 2026 the Company’s net loss increased to $(1,399,536), or $(.69) per share from $(136,240), or $(.07) per share from the fiscal year 2025 primarily due to a decrease in rental income, increase in real estate operating expenses, and interest expense; partially offset by a decrease in administrative and general expenses. | |
| • | Revenues in fiscal year 2026 decreased to $21,094,506 from $22,469,710 in the comparable 2025 fiscal year primarily due to loss of tenants, and rent concessions granted; partially offset by a few new tenant leases and rent escalation. | |
| • | Consistent with an increased loss in fiscal year 2026 compared to fiscal year 2025, cash flows from operations were $1,612,322 in fiscal year 2026 compared with $2,520,634 in 2025. Cash provided by operating activities in fiscal year 2026 and 2025 combined with loan proceeds in 2026 were used to fund acquisition of property and tenant buildouts. |
Our strategy of pursuing and entering into leases with governmental agencies and health care providers as tenants, as well as a significant educational institution in our Fishkill building, and our ability to retain significant tenants over a long period of time, continues to serve our Company well.
With our long history of resilience when facing difficult market conditions, we are hopeful New York City and our Company will continue moving forward from these challenging economic times.
I specifically want to thank Mays’ personnel and our Board colleagues for their ongoing commitment and support, our shareholders for their continuing belief in our Company and its future and our tenants for their continuing loyalty to our Company.
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
October 22, 2026
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J.W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
| July 31 | ||||||||
| ASSETS | 2026 | 2025 | ||||||
| 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 | ||||||||
| Prepaids and other assets | ||||||||
| Deferred charges, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Mortgages payable | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Security deposits payable | ||||||||
| Operating lease liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity: | ||||||||
| Common stock, par value $ each share (shares- authorized; issued outstanding) | ||||||||
| Additional paid in capital | ||||||||
| Retained earnings | ||||||||
| Common stock held in treasury, at cost - shares at July 31, 2026 and July 31, 2025 | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
3
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Years Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Rental income | $ | $ | ||||||
| Total revenues | ||||||||
| Expenses | ||||||||
| Real estate operating expenses | ||||||||
| Administrative and general expenses | ||||||||
| Depreciation | ||||||||
| Total expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Dividend and interest income | ||||||||
| Interest expense, net of capitalized interest | ( | ) | ( | ) | ||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax provision (benefit) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per common share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding, basic and diluted | ||||||||
See Notes to Accompanying Consolidated Financial Statements.
4
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Common Stock |
Additional Paid In Capital |
Retained Earnings |
Common Stock Held in Treasury |
Total | ||||||||||||||||
| Balance at July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net loss, year ended July 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Balance at July 31, 2025 | ( | ) | ||||||||||||||||||
| Net loss, year ended July 31, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Balance at July 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
See Notes to Accompanying Consolidated Financial Statements.
5
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended July 31, | ||||||||
| 2026 | 2025 |
| ||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Bad debt expense | ||||||||
| Provision (benefit) for deferred income tax | ( | ) | ( | ) | ||||
| Depreciation | ||||||||
| Loss on fixed asset disposal | ||||||||
| Amortization of deferred charges | ||||||||
| Operating lease expense in excess of cash payments | ||||||||
| Deferred finance costs included in interest expense | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Receivables | ( | ) | ( | ) | ||||
| Deferred costs | ( | ) | ( | ) | ||||
| 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 | ( | ) | ( | ) | ||||
| Cash (used) in investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds – mortgages | ||||||||
| Payments – mortgages | ( | ) | ||||||
| Payments – financing costs | ( | ) | ( | ) | ||||
| Cash provided (used) in financing activities | ( | ) | ||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of year | ||||||||
| Cash, cash equivalents and restricted cash at end of year | $ | $ | ||||||
See Notes to Accompanying Consolidated Financial Statements.
6
J.W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization
J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties in New York and one building in Ohio. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries (J. W. M. Realty Corp. and Dutchess Mall Sewage Plant, Inc.), which are wholly-owned. Material intercompany items have been eliminated in consolidation.
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 credit loss, depreciation, impairment analysis of long-lived assets, income tax assets and liabilities, 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.
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 collectability become known. Collectability 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 collectability 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 credit loss in future periods.
The Company’s allowance for credit loss is recorded as an offset to receivables. Activity in the allowance for credit loss for each period follows:
| Allowance for Credit Loss | Credit Loss / (Recovery) | |||||||||||||||
| Period Ended July 31 | Period Ended July 31 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Beginning balance | $ | $ | $ | — | $ | — | ||||||||||
| Charge-offs (recoveries) | — | ( | ) | — | ||||||||||||
| 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. Amortization of improvements to leased property is calculated over the shorter of the estimated useful life of the improvement or 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 periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows.
As of July 31, 2026 and 2025, the Company has determined there was no impairment of its owned and leased properties, and the related carrying values, including depreciable lives.
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
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.
Rent concessions granted were recognized as reductions in revenue as follows:
| Total Rent | Period Ended July 31 |
|||||||||||||
| Property | Period | Concession | 2026 | 2025 | ||||||||||
| 9 Bond St., Brooklyn, New York | $ | $ | $ | |||||||||||
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 consolidated balance sheets.
8
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
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals, reserves and net operating loss carry forwards which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of unrealized gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation. Deferred tax assets and liabilities are offset for each jurisdiction and are presented net on the consolidated balance sheets.
The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of tax returns by federal, state or city tax authorities. Financial statement effects on tax positions are recognized in the period in which it is more likely than not that the position will be sustained upon examination, the position is effectively settled or when the statute of limitations to challenge the position has expired. Interest and penalties, if any, related to unrecognized tax benefits are recorded as interest expense and administrative and general expenses, respectively.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” which expands the disclosure requirements for income taxes. We adopted this ASU for our 2026 annual period with the comparative period updated to reflect additional disclosures. See Note 4 – “Income Taxes” for the required income tax disclosures.
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07), which require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 on its July 31, 2025 annual report and related disclosures. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Company’s Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company has determined it has one operating segment (which operates commercial real estate properties) as defined by ASC Topic 280 “Segment Reporting”.
Loss per share has been computed by dividing net loss for the year by the weighted average number of shares of common stock issued and outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income loss per share were in fiscal years 2026 and 2025.
Recent Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of employee compensation, depreciation, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December15, 2027. The Company is currently evaluating the effect ASU 2024-03 may have on its consolidated financial statements and related disclosures.
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2. MORTGAGES PAYABLE:
| Interest Rate | Final Payment Date | July 31, 2026 |
July 31, 2025 |
|||||||||
| Fishkill, NY building (1) | $ | $ | ||||||||||
| Circleville, OH building (2) | ||||||||||||
| Fishkill, NY building (3) | See (3) below | |||||||||||
| Deferred financing costs | ( | ) | ||||||||||
| $ | $ | |||||||||||
| (1) |
| (2) |
| (3) | On May 12, 2026, the Company entered into a non-revolving line of credit agreement with Beacon Bank & Trust, a Massachusetts Trust Company (the “Lender”) wherein the Company has obtained a loan secured by a first lien mortgage on the Fishkill Property. The Company borrowed a principal amount of $
From May 12, 2026 through May 11, 2027 (the “Advance Period”), the Company shall pay interest on the outstanding principal
balance from the date of advance until the principal is paid in full, at a floating interest rate equal to (i) the WSJ Prime Rate established
by the Lender, as the same may be adjusted from time to time (the “Index”) plus (ii) 100 basis points per annum (the “Applicable
Interest Rate”), subject at all times to a “Minimum Interest Rate” of
Commencing on June 01, 2027 and terminating on |
10
Maturities of long-term mortgages outstanding at July 31, 2026 based on the contractual payment dates, are as follows:
| Fiscal Year: | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| After 2031 | ||||
| Total | $ | |||
The total carrying value of the properties collateralizing the above debts are $
Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. Interest expense, net of capitalized interest follows:
| Year Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Interest expense | $ | ( | ) | $ | ( | ) | ||
| Capitalized interest | ||||||||
| Interest expense, net of capitalized interest | $ | ( | ) | $ | ( | ) | ||
The debt issuance costs are being amortized using a period of
3. OPERATING LEASES:
Lessor
The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately
The following table disaggregates the Company’s revenues by lease and non-lease components:
| Years Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Base rent – fixed | $ | $ | ||||||
| Reimbursements of common area costs | ||||||||
| Non-lease components (real estate taxes) | ||||||||
| Rental income | $ | $ | ||||||
| Years Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Base rent – fixed | ||||||||
| Company owned property | $ | $ | ||||||
| Leased property | ||||||||
| Reimbursements of common area costs & Non lease components (real estate taxes) | ||||||||
| Company owned property | ||||||||
| Leased property | ||||||||
| Total | $ | $ | ||||||
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Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
| Year Ended July 31, | Company Owned Property |
Leased Property |
Total | |||||||||
| 2027 | $ | $ | $ | |||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| 2030 | ||||||||||||
| 2031 | ||||||||||||
| After 2031 | ||||||||||||
| 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.
As of July 31, 2026, our operating leases had a weighted average remaining lease term of
In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th
Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through
| Jamaica Avenue at 169th Street | ||||||||||||
| Increase in Operating Lease Right- of-Use Asset |
Increase in Operating Lease Liability |
Decrease in Monthly Rent Expense |
||||||||||
| Remeasurement change resulting from August 2025 lease extension | $ | $ | $ | ( | ) | |||||||
Sublease rental income from the Company’s real estate operations for leased real property exceeded operating lease costs as follows:
| Years Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Sublease income | $ | $ | ||||||
| Operating lease cost | ( | ) | ( | ) | ||||
| Excess of sublease income over lease cost | $ | $ | ||||||
| Years Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Other information: | ||||||||
| 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 July 31, 2026:
| Year ended July 31 | Operating Leases |
|||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: present value discount | ( | ) | ||
| Total Lease Liabilities | $ | |||
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4. INCOME TAX:
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. The OBBBA includes changes to U.S. tax law applicable to the Company’s tax year ending July 31, 2025. The Company finalized recording all known and estimable impacts of the OBBBA when it filed its U.S. federal income tax return for the fiscal year ended July 31, 2025 in October 2025. There was no significant adjustment on the company’s financial statement.
Income taxes provided for the years ended July 31, 2026 and 2025 consist of the following:
| 2026 | 2025 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Deferred taxes (benefit): | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ( | ) | ( | ) | ||||
| Income tax provision (benefit) | $ | ( | ) | $ | ( | ) | ||
The reconciliation of federal statutory income tax rate to our effective tax rate was as follows:
| 2026 | 2025 | |||||||||||||||
| ( | ) | % | ( | ) | % | |||||||||||
| State taxes, net of federal income tax effect (a) | ( | ) | % | ( | ) | % | ||||||||||
| Effective Income tax rate | ( | ) | % | ( | ) | % | ||||||||||
| (a) |
The Company has 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 ended July 31, 2027, changes in the law require 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.
Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions. The statute of limitations in each of the state jurisdictions in which the Company operates remain open until the years are settled for federal income tax purposes, at which time amended state income tax returns reflecting all federal income tax adjustments are filed.
Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2026 and 2025 are a result of temporary differences related to the items described as follows:
| 2026 | 2025 | |||||||||||||||||
| Deferred Tax Assets |
Deferred Tax Liabilities |
Deferred Tax Assets |
Deferred Tax Liabilities |
|||||||||||||||
| Rental income received in advance | $ | $ | $ | $ | ||||||||||||||
| Operating lease liabilities | ||||||||||||||||||
| Federal net operating loss carryforward | ||||||||||||||||||
| State net operating loss carryforward | ||||||||||||||||||
| Unbilled receivables | ||||||||||||||||||
| Property and equipment | ||||||||||||||||||
| Unrealized loss on marketable securities | ||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||
| Other | ||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Net deferred tax liability | $ | $ | ||||||||||||||||
13
Management periodically assesses the realization of its net deferred tax assets by evaluating all available evidence, both positive and negative, associated with the Company and determining whether, based on the weight of that associated evidence, a valuation allowance for the deferred tax assets is needed. Based on this analysis, management has determined that it is more likely than not that future taxable income will be sufficient to fully utilize the federal and state deferred tax assets at July 31, 2026.
Components of the deferred tax provision (benefit) for the years ended July 31, 2026 and 2025 consist of the following:
| 2026 | 2025 | |||||||
| Book depreciation exceeding tax depreciation | $ | $ | ||||||
| Reserve for bad debts | ( | ) | ||||||
| Lease expense per book in excess of cash paid | ( | ) | ( | ) | ||||
| Federal net operating loss carryforward | ( | ) | ( | ) | ||||
| State net operating loss carryforward | ( | ) | ( | ) | ||||
| Rental income received in advance | ( | ) | ( | ) | ||||
| Unbilled receivables | ||||||||
| Other | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
5. EMPLOYEES’ RETIREMENT PLANS:
The Company sponsors a non-contributory Money Purchase Plan covering substantially all of 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 for the years ended July 31, 2026 and 2025 were $
CONTINGENT LIABILITY FOR PENSION PLANS:
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. The legal name of the pension plan is “United Food and Commercial Workers Local 888 Pension Fund”.
Under the pension fund’s rehabilitation plan expiring
6. 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 statements of cash flows:
| July 31 | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, tenant security deposits | ||||||||
| Restricted cash, other | ||||||||
| $ | $ | |||||||
14
Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, and amounts set aside in accordance with certain loan agreements.
Supplemental disclosure:
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flow Information | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax paid (refunded) | ||||||||
| Non-cash information | ||||||||
| Recognition of operating lease right-of-use assets | $ | |||||||
| Recognition of operating lease liabilities | $ | |||||||
7. CREDIT RISK CONCENTRATIONS:
Financial instruments that are potentially subject to concentrations of credit risk consist principally of restricted cash, cash and cash equivalents, and receivables. Restricted cash, cash and cash equivalents are placed with multiple financial institutions to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.
As of July 31, 2026, and July 31, 2025, respectively, three tenants accounted for approximately
8. DEFERRED CHARGES:
Deferred charges for the fiscal years ended July 31, 2026 and 2025 consist of the following:
| July 31, 2026 | July 31, 2025 | |||||||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||||||
| Leasing brokerage commissions | $ | $ | $ | $ | ||||||||||||||||
| Deferred Selling and Other Costs | ||||||||||||||||||||
| Professional fees for leasing | ||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||
The aggregate amortization expense for the years ended July 31, 2026 and July 31, 2025 were $
The weighted average life of current year additions to deferred charges was approximately twelve years.
The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
| Year Ended July 31 | Amortization | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ | |||
| 2030 | $ | |||
| 2031 | $ | |||
9. RELATED PARTY TRANSACTIONS:
The Company has three operating leases with 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 December 2024, Weinstein Enterprises purchased the 508 Fulton Street property, including an existing lease, from another landlord who
owned
15
In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through May 31, 2040. As of July 31, 2026, it is not reasonably certain the remaining two options to extend the lease from May 31, 2040 to May 31, 2050 will be exercised by the Company.
In September 2026, the Company signed a thirty months’ rent deferral agreement with its landlord (Weinstein Enterprises) effective
October 01, 2026, deferring the monthly rents for the premises at 504-506 Fulton Street in the amount of $
Rent payments and expense relating to these three operating leases with Landlord follow:
| Rent Payments | Rent Expense | ||||||||||||||||
| Year Ended July 31 | Year Ended July 31 | ||||||||||||||||
| Property | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Jamaica Avenue at 169th Street | $ | $ | $ | $ | |||||||||||||
| 504-506 Fulton Street | |||||||||||||||||
| 508 Fulton Street | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
The following summarizes assets and liabilities related to these three leases:
| Right-Of-Use Assets | Liabilities | ||||||||||||||||||||
| July 31 | July 31 | ||||||||||||||||||||
| Property | 2026 | 2025 | 2026 | 2025 | Expiration Date | ||||||||||||||||
| Jamaica Avenue at 169th Street | $ | $ | $ | $ | |||||||||||||||||
| 504-506 Fulton Street | |||||||||||||||||||||
| 508 Fulton Street | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||
Upon termination of the Jamaica, New York lease, currently in 2040, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.
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 shares at July 31, 2026 and July 31, 2025.
11. CONTINGENCIES:
The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims which are typically handled by insurance counsel. 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 cannot be determined at this time.
16
SCHEDULE III
J.W.
MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
July 31, 2026
| Col. A | Col. B | Col. C | Col. D | Col. E | Col. F | Col. G | Col. H | Col. I | ||||||||||||||||||||||||||||||||||
| Initial Cost to Company | Cost
Capitalized Subsequent to Acquisition | Gross
Amount at Which Carried At Close of Period | Life
on Which Depreciation in Latest Income | |||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Land | Building
& Improvements | Improvements | Carried Cost | Land | Building
& Improvements | Total | Accumulated Depreciation | Date
of Construction | Date Acquired | Statement
is Computed | ||||||||||||||||||||||||||||||
| Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street | $ | $ | $ | $ | $ | $ | $ | $ | $ | Various | Various | (1)(2) | ||||||||||||||||||||||||||||||
| Jamaica, New York Jamaica Avenue at 169th Street | 1959 | 1959 | (3) | |||||||||||||||||||||||||||||||||||||||
| Fishkill, New York Route 9 at Interstate Highway 84 | 10/74 | 11/72 | (1) | |||||||||||||||||||||||||||||||||||||||
| Brooklyn, New York Jowein Building Fulton Street and Elm Place | 1915 | 1950 | (1)(2) | |||||||||||||||||||||||||||||||||||||||
| Levittown, New York Hempstead Turnpike | 4/69 | 6/62 | (1) | |||||||||||||||||||||||||||||||||||||||
| Circleville, Ohio Tarlton Road | 9/92 | 12/92 | (1) | |||||||||||||||||||||||||||||||||||||||
| Total(A) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| (1) | Building and improvements |
| (2) | Improvements to leased property |
| (3) | Upon lease termination in 2040, the building and all improvements will be turned over to the landlord as property owner (See Notes 1 and 10 to the Accompanying Consolidated Financial Statements). Leasehold improvements are amortized over the life of the lease. |
| (A) | Does
not include Office Furniture and Equipment and Transportation Equipment in the amount of
$ |
| Year Ended July 31, | ||||||||
| 2026 | 2025 | |||||||
| Investment in Real Estate | ||||||||
| Balance at Beginning of Year | $ | $ | ||||||
| Improvements | ||||||||
| Retirements | ( | ) | ||||||
| Balance at End of Year | $ | $ | ||||||
| Accumulated Depreciation | ||||||||
| Balance at Beginning of Year | $ | $ | ||||||
| Additions Charged to Costs and Expenses | ||||||||
| Retirements | ( | ) | ||||||
| Balance at End of Year | $ | $ | ||||||
17
J.W. MAYS, INC.
REPORT OF MANAGEMENT
Management is responsible for the preparation and reliability of the financial statements and the other financial information in this Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to changes in operations.
The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual results could differ from estimated amounts.
To ensure complete independence, Prager Metis CPAs, LLC, the independent registered public accounting firm, has full and free access to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal controls and the quality of financial reporting.
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
J.W. Mays, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. (the “Company”) as of July 31, 2026 and 2025, and the related consolidated statements of operations, changes in shareholders equity and cash flows for the years ended July 31, 2026 and 2025, and related notes and financial statement schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026 and 2025, and the results of its operations and its cash flows for the years ended July 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.
Valuation of Impairment of Properties
Critical Audit Matter Description
As described in Note 1 to the financial statements, the Company reviews its owned and leased property for potential impairment when certain events or changes in circumstances indicate the carrying amount may not be recoverable. Those events and circumstances 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. In evaluating property and equipment for indicators of impairment, management considers undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Considering estimated future cash flows requires management to make assumptions about the probabilities of various outcomes relating to market conditions, estimated holding periods, capitalization rates, and potential proceeds if a property was sold. We identified the evaluation of impairment of properties as a critical audit matter.
19
The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates and assumptions utilized in considering cash flows for cost recoverability and making fair value measurements.
How the Critical Audit Matter was addressed in Our Audit
Our audit procedures related to the evaluation of impairment included the following, among others. We obtained an understanding of the relevant controls over management’s evaluation of potential property impairments, such as controls over the Company’s monitoring of the property, controls over the Company’s consideration of future cash flows, and controls over the Company’s estimates of fair value. In consideration of impairment indicator criteria established in management’s accounting policies over impairment, we evaluated the completeness of the population of properties requiring further analysis. We examined and evaluated the Company’s undiscounted cash flows and estimates of fair value over properties identified for potential impairment. We evaluated the reasonableness of the methods and significant assumptions used, including probabilities of outcomes, holding periods, capitalization rates, and potential proceeds if a property was sold. We evaluated these items in comparison with historical performance of the impacted properties and with comparable observable market data. Our assessment included evaluation of these assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.
/s/
We have served as the Company’s auditor since 2020.
October 21, 2026
PCAOB ID Number
20
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 consolidated 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 there porting period and related disclosure of contingent assets and liabilities. We believe the critical accounting policies 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.
Impairment
The Company periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.
If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows.
As of July 31, 2026 and 2025, the Company has determined there was no impairment of its owned and leased properties, and the related carrying values, including depreciable lives.
FISCAL 2026 COMPARED TO FISCAL 2025
Net loss for the year ended July 31, 2026 increased to $(1,399,536) or $(.69) per share, compared to net loss for the year ended July 31, 2025 of $(136,240) or $(.07) per share primarily due to a decrease in rental income, increase in real estate operating expenses, and interest expense; partially offset by a decrease in administrative and general expenses.
Revenues in the current year decreased to $21,094,506 from $22,469,710 in the comparable 2025 year primarily due to loss of tenants, and rent concessions granted; partially offset by a few new tenant leases and rent escalation.
21
Real estate operating expenses in the current year increased to $16,107,979 from $15,655,276 in the comparable 2025 year primarily due to increases in real estate taxes, insurance expense, and maintenance expense; partially offset by a decrease in employee payroll cost.
Administrative and general expenses in the current year decreased to $4,963,853 from $5,168,751 in the comparable 2025 year primarily due to reductions in pension expenses and legal and professional fees; partially offset by an increase in bad debts, and executive payroll expenses.
Depreciation expense in the current year increased to $1,899,239 from $1,800,015 in the comparable 2025 year primarily due to tenant improvements and capital improvements placed in service at various buildings.
Other income (expenses) increased to $(97,971) in the current year from $(40,908) in the comparable 2025 year primarily due to interest expenses.
LIQUIDITY AND CAPITAL RESOURCES
Commercial Leasing Activities
In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through May 31, 2040.
In August 2025, the Company leased 5,500 square feet of retail space at the Company’s Jowein building in Brooklyn, New York. Monthly rent is $15,000 with annual rent increases. Brokerage commissions were $73,487.
Effective October 1, 2025 the Company leased approximately 9,500 square feet at the Company’s Fishkill, New York building for use as storage space for three months expiring December 31, 2025. Total rent was $46,526 and brokerage commissions were $2,187.
In October 2025, a tenant who occupies 31,438 square feet at the Company’s Jowein building in Brooklyn, New York extended their lease from May 2026 to October 2026, with two six months renewal options. In July 2026, this tenant exercised one of its two six months options through April 2027.
In October 2025, a tenant who occupies 915 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease from February 2026 to January 2028. Annual rent is $24,000.
In December 2025, a tenant who occupies 1,810 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease from February 2026 to January 2036. Annual rent is $240,000 with yearly rent escalation beginning in year two.
In January 2026 the Company leased 9,500 square feet of warehouse space at the Company’s Fishkill building, New York for a total rent of $62,034 from February 2026 to May 2026. Total brokerage commissions were $2,357.
In January 2026, a tenant who occupies 1,000 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease for five years from February 2026. Annual rent is $42,000 with yearly rent escalations.
In February 2026, a tenant who occupies 25,423 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease from December 2025 to September 2029, with a sixty days’ notice cancelation clause. Annual rent is $915,228.
In February 2026, a tenant who occupies 38,109 square feet at the Company’s Jamaica, New York premises, extended their lease from December 2025 to September 30, 2029, with a sixty days’ notice cancelation clause. Annual rent is $1,099,445.
In March 2026, the Company leased approximately 1,500 square feet at the Company’s 9 Bond Street building in Brooklyn, New York for five years effective August 1st, 2026. Annual rent is $126,000 with yearly rent escalation from year two. Brokerage commissions were $53,293.
In April 2026, the Company leased an additional 75,500 square feet to an existing tenant at the Company’s Fishkill, New York building for fifteen years effective September 1st, 2026. Annual rent is $1,423,930 with yearly rent escalations from year three. Total brokerage commission were $595,000.
In April 2026, a tenant who occupies 13,451 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease for seven years from August 1st, 2026. Annual rent is $484,236 with yearly rent escalations. Total brokerage commission were $125,209.
22
In May 2026, a tenant who occupies 10,569 square feet at the Company’s Jowein building in Brooklyn, New York provided notice they are leaving effective June 30th, 2026. Annual loss of rent is approximately $404,447.
In July 2026, a tenant who occupies 78,287 square feet at the Company’s 9 Bond Street building in Brooklyn, New York was granted a rent concession of $240,000 for the period August 2026 to January 2027.
In July 2026, a tenant who occupies 1,140 square feet at the Company’s 9 Bond Street building in Brooklyn, New York terminated their lease effective August 11th, 2026. Annual loss of rent is approximately $76,800.
In July 2026, a new tenant leased 1,000 square feet at the Company’s 9 Bond Street building in Brooklyn, New York, replacing an existing tenant for an additional $300 a month and yearly rent escalations through June 2031. There was no leasing commission.
In September 2026, the Company signed a thirty months’ rent deferral agreement with its landlord (Weinstein Enterprises) effective October 01, 2026, deferring the monthly rents for the premises at 504-506 Fulton Street in the amount of $34,716 and 508 Fulton Street in the amount of $5,466.
Cash Flows:
The following table summarizes our cash flow activity for the fiscal years ended July 31, 2026 and 2025:
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 1,612,322 | $ | 2,520,634 | ||||
| Net cash (used) in investing activities | (6,505,143 | ) | (2,392,286 | ) | ||||
| Net cash provided by (used in) by financing activities | 6,240,071 | (655,204 | ) | |||||
Cash Flows From Operating Activities
Deferred Expenses: The Company incurred $861,344 for brokerage commissions during the year ended July 31, 2026. Commissions due were for one tenant lease at the Company’s Jowein property, two tenant leases for the Brooklyn property, one tenant lease for the Fishkill property, and one tenant lease for the Massapequa premises.
Accounts Payable and Accrued Expenses: The Company recorded an accounts payable of $293,821 as of July 31, 2026 related to capital improvements and maintenance costs.
Cash Flows From Investing Activities
During the year ended July 31, 2026, the Company had expenditures for tenant improvements of:
| - | $777,770 at the Company’s 9 Bond Street building in Brooklyn, New York. Total improvements are now complete. |
| - | $4,615,667 at the Company’s Fishkill building, New York representing build out of new space for an existing tenant, and elevators modernization. |
| - | $60,041 for tenant improvements at the Company’s Jamaica, New York premises for two tenants which were completed as of October 31, 2025. |
| - | $1,051,665 at the Company’s Jowein building in Brooklyn, New York mostly related to scaffolding and steel work at the basement level. |
Source of Funds; Cash Flows from Financing Activities; Company Indebtedness
As of July 31, 2026, the Company anticipates incurring an additional $5 million in capital expenditures over the next twelve months ending July 31, 2027. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings. Total liquidity as of July 31, 2026 consists of cash and cash equivalents of $2,074,964. Total liquidity includes partial proceeds from borrowings as of July 31, 2026. For a more detailed description of the Company’s indebtedness, see Note 2 - Mortgages Payable contained in these Consolidated Financial Statements, and 8-K filed on April 01, 2026 and May 15, 2026.
The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. There is no assurance the Company will be successful in securing additional sources of financing when needed.
23
The Company is considering any strategic opportunities to sell or divest one or more of its properties or real estate assets to manage its liquidity needs, and the determination of whether a particular property should be sold or otherwise disposed of will generally be made after consideration of relevant factors, including, but not limited to prevailing macro-economic and real estate market conditions, alternative investment opportunities, tax implications, and considerations specific to the condition, value, and financial performance of the property to be sold.
The Company has engaged Newmark Group, Inc. to actively market 25 Elm Place, Brooklyn, New York for sale to unaffiliated third-party prospective buyers. Any decision by the Company to enter into a sale transaction of the Property will be approved by the Company’s Board of Directors. There can be no assurances regarding whether a sale of the Property will take place nor on the timing of such a sale.
We believe our sources of liquidity described above will be sufficient to meet our obligations over the next 12 months.
24
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of the Annual Report on Form 10-K and this Annual Report to Shareholders 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, expenses and our business and operating strategies, including leasing and sales of our properties, 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 described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2026 and the following, 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 commercial real estate leasing market, and interest rates both nationally and locally; | |
| • | existing indebtedness, including the potential for accelerated maturities; | |
| • | the ability to obtain additional financing to fund our necessary capital expenditure projects on reasonable terms or at all, including but not limited to the success of any proposed strategic transactions with respect to our properties; | |
| • | changes in the financial condition of our customers and tenants; | |
| • | changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes; | |
| • | increasing trend of lease cancellations and loss of key tenants at our properties; | |
| • | changes in our estimates of costs; | |
| • | loss of key personnel; | |
| • | war and/or terrorist attacks, global, national and local political unrest and protests could significantly impact buildings leased to tenants; and/or terrorist attacks could significantly impact buildings leased to tenants; | |
| • | the continued availability of insurance for various policies at reasonable rates; | |
| • | outcomes of pending and future litigation; | |
| • | increasing competition by other landlords and building management companies, including the use of artificial intelligence (AI) and other advanced technologies among competitors; | |
| • | compliance with our loan covenants; | |
| • | impact of climate change on our properties and the geographic regions in which we operate; | |
| • | 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; | |
| • | cybersecurity and data privacy breach threats or incidents; and | |
| • | pandemics and the related trends of office versus remote work practices. |
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 consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no disagreements between the Company and its accountants relating to accounting or financial disclosures.
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CONTROLS AND PROCEDURES:
The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.
There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
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COMMON STOCK INFORMATION:
Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.
On October 1, 2026, the Company had approximately 500 shareholders of record.
J.W. MAYS, INC.
OFFICERS
| Lloyd J. Shulman1,3 | Chairman of the Board, Chief Executive Officer and President | |
| Kevin J. Guptar5 | Chief Financial Officer and Treasurer | |
| George Silva | Vice President-Operations | |
| Melinda L. Koster3 | Vice President | |
| Salvatore Cappuzzo | Secretary |
BOARD OF DIRECTORS
| Jennifer L. Caruso3,4,6 | Practicing Attorney for Putnam County, NY | |
| Robert L. Ecker2,3,4,6 | Partner in the law firm of Ecker, Ecker & Associates, LLP | |
| Steven Gurney-Goldman2,3,4,6 | Partner, Arena Capital | |
| Mark S. Greenblatt3,5 | Consultant, J.W. Mays, Inc. | |
| Melinda L. Koster3 | Vice President, J.W. Mays, Inc. | |
| Dean L. Ryder1,2,3,4,6 | President, Putnam County National Bank | |
| Lloyd J. Shulman1,3 | Chairman of the Board, Chief Executive Officer and President, J.W. Mays, Inc. |
Committee Assignments Key:
| 1 | Member of Executive Committee |
| 2 | Member of Audit Committee |
| 3 | Member of Investment Advisory Committee |
| 4 | Member of Compensation Committee |
| 5 | Member of Disclosure Committee |
| 6 | Member of Governance and Nominating Committee |
FORM 10-K ANNUAL REPORT
Copies of the Company’s Form 10-K Annual Report to the Securities and Exchange Commission for the fiscal year ended July 31, 2026 will be furnished without charge to shareholders upon written request to:
Secretary, J.W. Mays, Inc.
9 Bond Street
Brooklyn, New York 11201-5805.
Copies of the Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholders are available at: http://www.astproxyportal.com/ast/03443
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