UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
July 31, 2023
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition
period from to
Commission file number 1-3647
J.W. MAYS,
INC.
(Exact Name of
Registrant as Specified in Its Charter)
Registrant’s telephone number, including area code 718 624-7400
Securities registered pursuant to Section 12(b)
of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNox
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes oNox
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. Yesx No o
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). Yesx No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of
this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes o No x
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 o Accelerated filer o Emerging growth company o
Non-accelerated filer o Smaller reporting company x
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. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNox
State the aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter.
Note.—If a determination
as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate
market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
The aggregate market value
of voting stock held by non-affiliates of the registrant was approximately $17,318,716 as of January 31, 2023 based on the average of
the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock
held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other
purposes.
APPLICABLE ONLY TO REGISTRANTS 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
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares
outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
The number of shares outstanding
of the registrant’s common stock as of September 5, 2023 was 2,015,780.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following
documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1980).
Document Part of Form 10-K in which the Document is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2023 Parts I and II
Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders Part III
Table of Contents
J.W.
MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2023
TABLE
OF CONTENTS
Page
Part I
Item 1. Business 1
Item 1A. Risk Factors 1
Item 1B. Unresolved Staff Comments 2
Item 2. Properties 3
Item 3. Legal Proceedings 7
Item 4. Mine Safety Disclosures 7
Part II
Item 6. Selected Financial Data 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9A. Controls and Procedures 9
Item 9B. Other Information 9
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 9
Part III
Item 10. Directors, Executive Officers and Corporate Governance 10
Item 11. Executive Compensation 10
Item 14. Principal Accountant Fees and Services 11
Part IV
Item 15. Exhibits and Financial Statement Schedules 11
Signatures 13
Table of Contents
PART
I
ITEM
1. BUSINESS.
J.W. Mays, Inc. (the “Company”
or “Registrant”) with executive offices at Nine Bond Street, Brooklyn, New York 11201, operates a number of commercial real
estate properties, which are described in Item 2 “Properties”. The Company’s business was founded in 1924 and incorporated
under the laws of the State of New York on July 6, 1927.
The Company has 30 employees
and has a contract, expiring November 30, 2025, with a union covering rates of pay, hours of employment and other conditions of employment
for approximately 27% of its employees. The Company considers that its labor relations with its employees and union are good.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form
10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results.
These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future
could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein
and in prior U. S. Securities and Exchange Commission (“SEC”) filings by the Company. The Company assumes no obligation to
update these forward-looking statements or to advise of changes in the assumptions on which they were based.
Factors that could cause
or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic
and business conditions, industry trends, changes in government rules and regulations and environmental rules and regulations. Statements
concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results
of operations are based upon market information as of a specific date. This market information is often a function of significant judgment
and estimation. Further, market interest rates are subject to potential significant volatility.
ITEM
1A. RISK FACTORS.
Risks Relating to Ownership Structure
The controlling shareholder
group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part
of such group. This risk may be counter-balanced to a degree by the actions of the Board of Directors whose composition is made up of
a majority of independent directors.
The controlling shareholder
group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company,
as further described in the Notes to the Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless,
the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest.
Certain conflicts of interest
may be perceived by the relationship between the Company and its largest shareholder. Both entities have the same Chief Executive Officer,
and certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors (“Board”) is
composed of a majority of independent directors. In 2005, in a case involving both entities, the Delaware Supreme Court in connection
with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held
that the actions of the Company’s Board were proper.
Risks Related to Our Business
We are a part of the communities
in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:
• the continued threat of terrorism;
• economic downturns, both on a national and on local scales;
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• loss of key personnel;
• the availability, if needed, of additional financing;
• climate change;
• cyber security; and
• pandemics, such as COVID-19.
Risks Related to Real Estate Operations
Our investment in property
development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as the cost of
fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such time
that we obtain the necessary financing of such ventures. This risk may be mitigated by obtaining lines of credit and other financing vehicles,
although such have significant limitations on the amounts that may be borrowed at any point in time.
We also may be subject to
environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for
a new tenant, we may find materials and the like that could be deemed to contain hazardous elements requiring remediation or encapsulation.
The impact of COVID-19 on
demand for commercial real estate rental space has been significant. As online retail operations continued to expand nationwide during
the pandemic, retailers are facing increased competition which reduces the need for the leasing of properties which is our business. Professionals
working remotely during the pandemic has resulted in tenants’ careful evaluation of office space needs and a decline in demand of
commercial office space rentals and increasing competition. The Company emphasizes retention of tenants over a long period of time which
helps in difficult economic conditions. The Company also aggressively markets available space to tenants including governmental agencies,
medical and educational institutions.
We try to lease our properties
to tenants with adequate finances, but as a result of recent business downturns, even formerly financially strong tenants may be at risk.
The Company mitigates risks of tenants with less than adequate finances by leasing our properties to multiple tenants where applicable
in order to diversify the tenant base.
Risks Related to our Investments
Excess cash and cash equivalents
may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments
may be subject to significant uncertainties and may not be successful for many reasons, including, but not limited to the following:
• fluctuations in interest rates;
• worsening of general economic and market conditions; and
Risk Factors Summary
These are some of the “Risk
Factors” that could affect the Company’s business. The Company endeavors to take actions and do business in a way that reduces
these “Risk Factors” or, at least, takes them into account when conducting its business. Nevertheless, some of these “Risk
Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these
may have on the Company.
ITEM
1B. UNRESOLVED STAFF COMMENTS.
There are no unresolved comments
from the staff of the U. S. Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.
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ITEM
2. PROPERTIES.
The table below sets forth
certain information as to each of the properties currently operated by the Company:
Location Approximate Square Feet
1. Brooklyn, New York Fulton Street at Bond Street 380,000
Building-Livingston Street 10,500
2. Brooklyn, New York Jowein building at Elm Place 201,000
3. Jamaica, New York Jamaica Avenue at 169th Street 297,000
4. Fishkill, New York Route 9 at Interstate Highway 84 203,000
(located on 14.6 acres )
5. Levittown, New York Hempstead Turnpike 10,000
(located on 75,800 square feet of land )
6. Massapequa, New York Sunrise Highway 133,400
7. Circleville, Ohio Tarlton Road 193,350
(located on 11.6 acres )
Properties are leased under
long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference
is made to Notes 4 and 10 to the Consolidated Financial Statements contained in the 2023 Annual Report to Shareholders, incorporated herein
by reference. Properties owned and subject to mortgage are the Brooklyn Fulton Street at Bond Street and Fishkill buildings.
1. Brooklyn, New York
Fulton Street at Bond Street
90% of the property is owned by the Company
and the remaining 10% of the property is leased by the Company under five separate leases. Expiration dates are as follows: 12/8/2043
(1 lease) which lease currently has one thirty-year renewal option through 12/8/2073, 4/30/2031 (1 lease), and 4/30/2044 (3 leases).
The property is currently leased to twenty-five
tenants of which nine are retail tenants, three are fast food restaurants, ten occupy office space, three are dental or medical offices.
One tenant leased in excess of 10% of the rentable square footage; the tenant is a department store, occupying 20.60%.
In August 2022, a tenant who occupies 25,423
square feet of office space notified the Company of its intention to extend its lease for one year through September 30, 2023.
On October 4, 2022, a tenant who occupies
1,140 square feet of retail space agreed to terminate their lease effective October 31, 2022. In July 2023 another retail tenant took
occupancy of this space.
In December 2022, a tenant who occupies
5,167 square feet agreed to terminate the lease.
In February 2023, an office tenant who occupies
46,421 square feet agreed to terminate their lease effective March 31, 2023.
In June 2023, a retail tenant who occupies
63 square feet extended their lease an additional five years until June 30, 2028.
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It is the intention of the Company to negotiate
the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy Lease Expiration Rent
The Company uses 17,810 square feet of available
space.
As of July 31, 2023 the federal tax basis
is $22,607,989 with accumulated depreciation of $14,453,318 for a net carrying value of $8,154,671. The lives taken for depreciation vary
between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property
are $2,670,914 per year and the rate used is averaged at $11.135 per $100 of assessed valuation.
Livingston Street
The Company has a long-term lease with
the City of New York and another landlord for a garage at Livingston Street opposite the Company’s Brooklyn Fulton Street at Bond
Street Properties. The lease expires in 2043, with a renewal option to 2073. The garage includes truck bays and passage facilities through
a tunnel to the Properties. The truck bays, passage facilities and tunnel, total approximately 17,000 square feet. The lease also includes
a 20 x 75-foot land plot on which the Company constructed a building of six stories and basement annexed to the Properties.
2. Brooklyn, New York—Jowein building at Elm Place
The building is owned. The property is currently
leased to fourteen tenants of which one is a retail store, one is fast-food restaurant, two are for warehouse space and ten leases are
for office space. Three tenants leased in excess of 10% of the rentable square footage; each occupies office space of 15.64%, 11.74% and
11.44%, respectively.
Effective November 1, 2022, a tenant who
occupies 10,000 square feet agreed to terminate their lease.
In February 2023, an office tenant who occupies
3,300 square feet extended their lease an additional ten years until June 30, 2033. Also in February 2023, another office tenant who occupies
10,569 square feet extended their lease an additional year until March 31, 2024.
It is the intention of the Company to negotiate
the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy Lease Expiration Rent
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As of July 31, 2023 the federal tax basis
is $7,550,837 with accumulated depreciation of $5,168,848 for a net carrying value of $2,381,989. The lives taken for depreciation vary
between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property
are $816,733 per year and the rate used is averaged at $11.115 per $100 of assessed valuation.
3. Jamaica, New York—Jamaica Avenue at 169th Street
Building, improvements and land (“property”)
are leased from an affiliated company, principally owned by a director of the Company (“Landlord”). In July 2022, the Company
entered into an agreement with Landlord giving the Company four five-year option periods for a total of twenty years through May 31, 2050.
In April 2023, the Company exercised the first five-year option period, extending the lease expiration date to May 31, 2035.
Upon lease termination, all property included in operating lease right-of-use assets and leasehold improvements will be turned over to
the Landlord.
In August 2022, a tenant who occupies 38,109
square feet of office space notified the Company of its intention to extend its lease for one year through September 30, 2023.
In April 2023, a retail tenant who occupies
28,634 square feet extended their lease an additional ten years until February 28, 2034.
In May 2023, an office tenant who occupies
2,000 square feet at the Company’s Jamaica, New York property extended their lease an additional year until June 30, 2024.
The property is currently leased to ten
tenants: four are retail tenants and six occupy office space. Four tenants each occupy in excess of 10% of the rentable square footage:
two retail stores occupy 15.86% and 17.66%, respectively; and two office tenants occupy 14.22% and 12.83%, respectively.
It is the intention of the Company to negotiate
the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy Lease Expiration Rent
Until the lease agreement terminates, the
Company remains solely entitled to tax depreciation and other tax deductions relating to the buildings, improvements and maintenance of
the property. As of July 31, 2023, the federal tax basis is $13,863,981 with accumulated depreciation of $9,889,906 for a net carrying
value of $3,974,075. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property
are $1,018,571 per year and the rate used is averaged at $11.137 per $100 of assessed valuation.
4. Fishkill, New York—Route 9 at Interstate Highway 84
The Company owns the entire property. In
July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building, for a term of fifteen years
with two five-year option periods.
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 which expired in February 2023.
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There are approximately 156,000 square feet
of the building available for lease. There are plans to renovate vacant space upon the execution of future leases to tenants, although
no assurances can be made as to when or if such leases will be entered into.
Occupancy Lease Expiration Rent
As of July 31, 2023 the federal tax basis
is $22,423,614 with accumulated depreciation of $15,861,531 for a net carrying value of $6,562,083. The lives taken for depreciation vary
between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property
are $135,702 per year and the rate used is averaged at $3.016 per $100 of assessed valuation.
5. Levittown, New York—Hempstead Turnpike
The Company owns the entire property. In
October 2006, the Company entered into a lease agreement with a restaurant. The restaurant constructed a new 10,000 square foot building,
which opened in May 2008. In September 2022, the restaurant extended its lease for an additional five years expiring May 3, 2028. Ownership
of the building reverts to the Company at the conclusion of the leasing arrangement, currently May 3, 2028.
Occupancy Lease Expiration Rent
The real estate taxes for this property
are $188,232 per year and the rate used is averaged at $944.797 per $100 of assessed valuation.
6. Massapequa, New York—Sunrise Highway
The Company is the prime tenant of this
leasehold. The lease expired May 14, 2009, and there was one renewal option for twenty-one years, which the Company exercised in April
2008. The leasehold is currently subleased to two tenants; one tenant occupies 113,400 square feet of the property, and the other tenant
occupies 20,000 square feet of the property. The subleases expire in May 2030, with no renewal options.
Occupancy Lease Expiration Rent
The real estate taxes for this property
are $244,620 per year and the rate used is averaged at $639.81 per $100 of assessed valuation.
The Company does not own this property.
Improvements to the property, if any, are made by tenants.
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7. Circleville, Ohio—Tarlton Road
The Company owns the entire property. The
property is currently leased to two tenants. The tenants use these premises for warehouse and distribution facilities. In October 2013,
one tenant signed a lease agreement for a five-year period to occupy 48,000 square feet and in May 2015 signed a modification of lease
to occupy 72,000 square feet. In August 2016, this tenant signed a further modification of lease to occupy 84,000 square feet, which in
December 2020 was extended for an additional three years to expire October 31, 2024. The other tenant’s lease agreement was executed
in May 2015, for a five-year period effective June 1, 2015, and allows the tenant to have permanent space of 108,000 square feet. In April
2023, the tenant further extended the lease until May 31, 2026. Brokerage commissions were $88,841.
Occupancy Lease Expiration Rent
As of July 31, 2023 the federal tax basis
is $4,493,846 with accumulated depreciation of $4,183,897 for a net carrying value of $309,949. The lives taken for depreciation vary
between 15-40 years and the methods used are straight-line and declining balance.
The real estate taxes for this property
are $38,300 per year and the rate used is averaged at $4.987 per $100 of assessed valuation.
In the opinion of management, all of the Company’s
properties are adequately covered by insurance.
See Note 8 to the Consolidated Financial Statements
contained in the 2023 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning
the tenants, the rental income from which equals 10% or more of the Company’s rental income.
Item
3. Legal Proceedings.
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 cannot be determined at this time.
ITEM
4. MINE SAFETY DISCLOSURES.
None
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PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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 September 5, 2023, the
Company had approximately 800 shareholders of record.
RECENT
SALES OF UNREGISTERED SECURITIES
During the year ended July
31, 2023 we did not sell any unregistered securities.
RECENT
PURCHASES OF EQUITY SECURITIES
During the fourth quarter
of the year ended July 31, 2023, we did not repurchase any of our outstanding equity securities.
ITEM
6. SELECTED FINANCIAL DATA.
Not required.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information appearing
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22-26
of the Registrant’s 2023 Annual Report to Shareholders is incorporated herein by reference.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant’s Consolidated
Financial Statements, together with the report of Prager Metis CPAs, LLC, independent registered public accounting firm, dated October
23, 2023, appearing on pages 3 through 21 of the Registrant’s 2023 Annual Report to Shareholders is incorporated herein by reference.
With the exception of the aforementioned information and the information incorporated by reference in Items 2 and 7 hereof, the 2023 Annual
Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There are no disagreements
between the Company and its accountants relating to accounting or financial disclosures.
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ITEM
9A. CONTROLS AND PROCEDURES.
(A)
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
The Company’s management
reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2023, the Company
carried out an evaluation, under the supervision of, and with the participation of the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be included in its periodic SEC filings.
(B)
CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.
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 is reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no
significant deficiencies or material weaknesses noted, and therefore there were no corrective actions taken.
(C)
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
The Company’s management
is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13(a)-15(f).
Our internal control system has been designed to provide reasonable assurance to the Company’s management and its Board of Directors
regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed,
have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. The Company’s management assessed the effectiveness of our internal control
over financial reporting as of July 31, 2023. In making this assessment, the Company’s management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework published in 2013.
Based on the Company’s assessments, we believe that, as of July 31, 2023, its internal control over financial reporting is effective
based on these criteria.
This Form 10-K Annual Report
does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial
reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the
permanent exemption for smaller reporting company filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley
Act of 2002.
ITEM
9B. OTHER INFORMATION.
Reports on Form 8-K
- One report on Form 8-K was filed by the Company during the three months ended July 31, 2023.
Item reported - The Company
reported its financial results for the three and nine months ended April 30, 2023. Date of report filed - June 7, 2023.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
Not Applicable
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PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information relating
to directors of the Company is contained in the Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders and such information
is incorporated herein by reference.
Executive Officers of the Registrant
The following
information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but
each of whom has a three-year employment agreement, effective August 1, 2011 and renewed August 1, 2014, August 1, 2017, August 1,
2020 and August 1, 2023). On October 3, 2023, Mr. Greenblatt tendered his resignation as Executive
Vice President and Chief Financial Officer of the Company effective December 31, 2023. He will continue to be subject to the terms and
conditions of his Employment Agreement with the Company through December 31, 2023.
Lloyd J. Shulman 81 President November, 1978
Chairman of the Board, Chief Executive Officer and President November, 1996
Mark S. Greenblatt 69 Vice President August, 2000
Chief Financial Officer and Treasurer August, 2003
Director August, 2003
Ward N. Lyke, Jr. 72 Vice President February, 1984
Assistant Treasurer August, 2003
George Silva 73 Vice President-Operations March, 1995
All of the above mentioned
officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five
years.
ITEM
11. EXECUTIVE COMPENSATION.
The information required
by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders
and such information is incorporated herein by reference.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required
by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Information
Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders and
such information is incorporated herein by reference.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required
by this item appears under the headings “Compensation”, “Certain Transactions,” and “Board Interlocks and
Insider Participation” in the Definitive Proxy Statement for the 2023 Annual Meeting of Shareholders and such information is incorporated
herein by reference.
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ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table sets
forth the fees paid by the Company (on a cash basis) to its independent registered public accounting firm, Prager Metis CPAS,
LLC, for the fiscal years 2023 and 2022.
Fiscal Year
Audit Fees for fiscal year
2023 and fiscal year 2022 were for professional services rendered for the audits of the consolidated financial statements of the Company,
interim quarterly reviews of Form 10-Q information and assistance with the review of documents filed with the U. S. Securities and Exchange
Commission.
Audit related fees for fiscal
year 2023 and fiscal year 2022 consist of audits of real estate tax matters and consultations concerning financial accounting and reporting
standards.
Tax fees for fiscal year 2023
and fiscal year 2022 were for services related to tax compliance and preparation of federal, state and local corporate tax returns.
The officers of the Company
consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following documents are
filed as part of this report:
3. Exhibits:
(3) Articles of incorporation and by-laws:
(ii) By-laws, as amended — incorporated by reference.
(9) Voting trust agreement—not applicable.
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(11) Statement re computation of per share earnings—not applicable.
(12) Statement re computation of ratios—not applicable.
(13) Annual Report to security holders.
(14) Code of ethics—not applicable.
(18) Letter re change in accounting principles—not applicable.
(21) Subsidiaries of the registrant.
(24) Power of attorney—none.
(31) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1—Chief Executive Officer
31.2—Chief Financial Officer
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SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
J.W. MAYS, INC.
(Registrant)
October 19, 2023 By: LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman of the Board,
Chief Executive Officer and President
October 19, 2023 By: MARK S. GREENBLATT
Mark S. Greenblatt
Vice President, Chief Financial Officer and Treasurer, Director
October 19, 2023 By: WARD N. LYKE, JR.
Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the
capacities and on the date indicated.
Signature Title Date
LLOYD J. SHULMAN Chairman of the Board, Chief Executive October 19, 2023
Lloyd J. Shulman Officer, and President
MARK S. GREENBLATT Vice President, Chief Financial Officer October 19, 2023
Mark S. Greenblatt and Treasurer, Director
JENNIFER L. CARUSO Director October 19, 2023
Jennifer L. Caruso
ROBERT L. ECKER Director October 19, 2023
Robert L. Ecker
STEVEN GURNEY-GOLDMAN Director October 19, 2023
Steven Gurney-Goldman
JOHN J. PEARL Director October 19, 2023
John J. Pearl
DEAN L. RYDER Director October 19, 2023
Dean L. Ryder
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INDEX
TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the following
sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2023, which are incorporated herein
by reference:
Report of Independent Registered
Public Accounting Firms (pages 20-21)
Consolidated Balance Sheets
(page 3)