Item 1A. Risk Factors 1
Item 1B. Unresolved Staff Comments 3
Item 1C. Cybersecurity 3
Item 2. Properties 4
Item 3. Legal Proceedings 8
Item 4. Mine Safety Disclosures 8
Part II
Item 6. [Reserved] 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9A. Controls and Procedures 10
Item 9B. Other Information 10
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 10
Part III
Item 10. Directors, Executive Officers and Corporate Governance 11
Item 11. Executive Compensation 11
Item 14. Principal Accountant Fees and Services 11
Part IV
Item 15. Exhibits and Financial Statement Schedules 12
Signatures 14
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 28 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 21% of its employees. The Company considers that its labor relations with its employees
and union are good.
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 every three years thereafter through 2023:
expiring July 31, 2026.
Lloyd J. Shulman 82 President November, 1978
Chairman of the Board, Chief Executive Officer and President November, 1996
Ward N. Lyke, Jr. 73 Vice President February, 1984
Vice President, Chief Financial Officer and Treasurer January, 2024
George Silva 74 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.
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 Company’s Board of
Directors (the “Board”) which is made up of a majority of independent directors.
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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. Certain conflicts of interest
may be perceived by the relationship between the Company and its largest shareholder. Nevertheless, the Company and its largest shareholder
have put in place some controls to reduce the effects of any perceived conflict of interest, including ensuring that the Board is composed
of a majority of independent directors.
Risks
Related to Our Business and Operations
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:
• changes in the financial condition of our customers;
• lease cancellations and particularly loss of key tenants;
• changes in our estimates of costs;
• loss of key personnel;
• outcomes of pending and future litigation;
• increasing competition by other companies;
• compliance with our loan covenants;
• climate change;
• changes in estimates used in our critical accounting policies;
• cybersecurity threats or incidents; and
• pandemics and the related trends of office versus remote work practices.
Our
investment in property development may be limited by increasing costs required to make improvements to property 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.
Since
2020, the demand for commercial real estate rental space has declined. As online retail operations continue to expand nationwide, retailers
are facing increased competition which reduces the need for the leasing of properties. Remote work since the pandemic has resulted in
tenants’ careful evaluation and reduction of office space needs and a decline in demand of commercial office space rentals from
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, industrial, and educational
institutions.
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We
try to lease our properties to tenants with adequate finances. As a result of the current high interest rate environment and less liquidity
available to smaller businesses, even formerly financially strong tenants may be at risk. The Company mitigates the risk of tenants with
less than adequate finances by leasing our properties to multiple tenants, where applicable, in order to diversify the tenant base.
ITEM
1B. UNRESOLVED STAFF COMMENTS.
Not
Applicable.
ITEM
1C. CYBERSECURITY.
Risk
Management and Strategy
We
have implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity
threats to our critical computer networks, hardware, software, third-party hosted services, and data.
We
rely on third-party service providers to help manage our information systems, including network security service providers with experienced
information technology professionals. We also work with third parties to identify, assess, and manage actual and perceived cybersecurity
threats and risks, and we evaluate cybersecurity risk as part of our overall risk management strategy. With the assistance of these third-party
service providers, we implement and maintain various technical, physical, and administrative controls and processes to manage and mitigate
material risks from cybersecurity threats to our information systems. This includes procedures for incident detection and response, network
security controls, access controls, physical security, systems monitoring, and backup and recovery procedures.
Our
operations rely on third-party service providers and software programs. For instance, our accounting and financial reporting-related
systems use software obtained from third-party service providers, and these systems are necessary for the efficient and consistent operation
of our business. We use these systems to communicate with tenants, banks, vendors, and others, and to manage our accounting, financial
reporting, and for other recordkeeping purposes. We, thus, maintain a process to identify and evaluate cybersecurity risks and incidents
associated with key third-party providers. When utilizing third-party software for key services, we seek to engage those that are reliable,
reputable, and maintain cybersecurity controls. To address risks associated with third-party providers for critical services, we review
available audit reports of controls from such providers to assess and manage any identified risks.
Notwithstanding
the effort we place on cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a
material adverse effect on the Company. As of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity threats
or incidents which have materially affected or are likely to materially affect our Company, results of operations, or financial condition.
Governance
Our
Board of Directors maintains oversight responsibility of risks from cybersecurity threats. This oversight is facilitated primarily through
the Audit Committee (the “Committee”), which is responsible for oversight of our information system risk, including cybersecurity
threats. The Committee oversees the risk management program designed to implement adequate controls to mitigate cybersecurity risks.
The
Committee receives periodic updates from management on potential risks, threats, and controls to mitigate identified risks. The Committee
reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors
also receives briefings from management on the cybersecurity risk management program as needed.
Our
management, represented by our Chief Financial Officer, Ward Lyke, provides leadership for implementation and maintenance of our cybersecurity
risk management processes. Mr. Lyke has served as Vice President, Chief Financial Officer, and Treasurer since January 2024, and as an
Executive Vice President and Officer of the Company since 1984, including as Assistant Treasurer since 2003. Mr. Lyke currently manages
key functions
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for
the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr. Lyke oversees the Company’s
managed IT solutions service provider which includes, among other services:
Mr.
Lyke is notified real time by the managed service provider for matters requiring immediate attention. Mr. Lyke also reviews a standardized
monthly report with key IT systems data and statistics, including red flags requiring resolution, if any. Management reports serious
cybersecurity incidents to the Committee and our Board.
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. OPERATING LEASES and 10. RELATED PARTY TRANSACTIONS to the Consolidated Financial Statements
contained in the 2024 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: December 8, 2043 (1 lease) which lease currently has one thirty-year renewal option through December 8, 2073, April
30, 2031 (1 lease), and April 30, 2044 (3 leases).
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The
property is currently leased to twenty-five tenants of which eight are retail tenants, three are fast food/beverage restaurants,
eleven 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
November 2023, a tenant who occupies 785 square feet renewed its lease for another two-year term through January 31, 2026.
In
November 2023, the Company leased approximately 1,600 square feet to a restaurant for ten years from rent commencement anticipated December
1, 2024, with two options for an additional five years. Brokerage commissions were $95,760.
In
December 2023, the Company leased approximately 5,632 square feet to an office tenant, rent commencing on May 1, 2024 for a term of ten
years through May 1, 2034. Brokerage commissions were $50,714.
In
July 2024, 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, 2025.
It
is the intention of the Company to negotiate the renewals of the expiring leases as they come due, provided the tenants maintain adequate
finances.
Occupancy Lease Expiration Rent
The
Company uses 17,810 square feet of available space.
As
of July 31, 2024 the federal tax basis is $22,607,989 with accumulated depreciation of $14,864,569 for a net carrying value of $7,743,420.
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 $2,846,431 per year and the rate used is averaged at $11.067 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 fifteen tenants of which one is fast-food restaurant, two are for warehouse space
and twelve leases are for office space. Three tenants leased in excess of 10% of the rentable square footage; each occupies office space
of 15.64%, 12.59% and 11.44%, respectively.
In
September 2023, the Company extended a lease of approximately 8,000 square feet for office space for five years expiring June 30, 2028.
In
September 2023, the Company extended a lease of approximately 500 square feet for restaurant space for two years expiring October 31,
2028.
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In
March 2024, the Company leased 5,800 square feet to an office tenant for a term of eighteen months expiring August 31, 2025 with monthly
rent of $17,883 commencing April 1, 2024. Brokerage commissions were $10,730.
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
As
of July 31, 2024 the federal tax basis is $7,550,837 with accumulated depreciation of $5,324,884 for a net carrying value of $2,225,953.
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 $837,436 per year and the rate used is averaged at $11.072 per $100 of assessed valuation.
3. Jamaica, New York—Jamaica Avenue at 169th Street
Building,
improvements and land (“Jamaica 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.
The
Jamaica Property is currently leased to ten tenants: four tenants are retail, one restaurant, and five occupy office space. Four tenants
each occupy in excess of 10% of the rentable square footage; two retail stores occupy 15.82% and 17.66%, respectively; and two office
tenants occupy 23.70% and 12.83%, respectively.
In
August 2023, a tenant who occupies 22,045 square feet at the Jamaica Property renewed its lease for another five-year term through June
30, 2028. Brokerage commissions were $128,021.
In
December 2023, the Company extended a lease with an office tenant for ten years expiring November 30, 2033, including a space reduction
from 46,421 to 23,210 square feet. Brokerage commissions were $365,755.
In
June 2024, the Company extended a lease of approximately 2,000 square feet of office for one year expiring June 30, 2025.
In
August 2024, 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, 2025.
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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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, 2024, the federal tax basis is $13,863,981 with accumulated depreciation
of $10,115,395 for a net carrying value of $3,748,586. 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 $1,075,886 per year and the rate used is averaged at $10.905 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
September 2023, the Company leased 25,000 square feet at the Company’s Fishkill, New York building for use as storage space for
four months which expired in December 2023.
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, 2024 the federal tax basis is $22,617,076 with accumulated depreciation of $16,047,423 for a net carrying value of $6,569,653.
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 $135,736 per year and the rate used is averaged at $2.902 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 $182,475 per year and the rate used is averaged at $990.401 per $100 of assessed valuation.
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6. Massapequa, New York—Sunrise Highway
The
Company is the prime tenant of this leasehold. The current lease expires May 1, 2030. The leasehold is currently subleased to one tenant
occupying 113,400 square feet of the property, with the other 20,000 square feet of the property available for sublease.
Occupancy Lease Expiration Rent
The
real estate taxes for this property are $246,394 per year and the rate used is averaged at $675.95 per $100 of assessed
valuation.
The
Company does not own this property. Improvements to the property, if any, are made by tenants.
7. Circleville, Ohio—Tarlton Road
The
Company owns the entire property. The property is currently leased to two tenants. The tenants use these premises for warehouse and distribution
facilities.
In
April 2024, a tenant who occupies warehouse space exercised its option to reduce the size of the leased premises from 84,000 to 72,000
square feet. In May 2024, this same tenant exercised its option to reduce the size of the leased premises from 72,000 to 60,000 square
feet.
Occupancy Lease Expiration Rent
As
of July 31, 2024 the federal tax basis is $4,493,846 with accumulated depreciation of $4,325,910 for a net carrying value of $167,936.
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 $38,405 per year and the rate used is averaged at $5.085 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 2024 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.
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.
ITEM
4. MINE SAFETY DISCLOSURES.
None.
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PART
II
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 3, 2024,
the Company had approximately 800 shareholders of record.
The Company has not
declared any cash dividends on our common stock during the year ended July 31, 2024 and does not anticipate paying any dividends in the
foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends
will depend on our earnings, cash flows, financial position, and such other facts the Board of Directors deems relevant.
RECENT
SALES OF UNREGISTERED SECURITIES
During the year ended
July 31, 2024 we did not sell any unregistered securities.
RECENT
PURCHASES OF EQUITY SECURITIES
During the year ended
July 31, 2024, we did not repurchase any of our outstanding equity securities.
ITEM 6. [Reserved]
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 2024 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 24, 2024, appearing on pages 3 through 21 of the Registrant’s 2024 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, 3, 7, and
15 hereof, the 2024 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.
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, 2024, 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 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, 2024. 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, 2024, 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
exemption for non-accelerated filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.
ITEM 9B. OTHER INFORMATION.
During the three months
ended July 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule
10b501 trading arrangement,” as each term in defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION.
Not Required
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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 2024 Annual Meeting of Shareholders and such information
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required
by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders
and such information is incorporated herein by reference.
Clawback Policy
In 2024, the Board of
Directors adopted a clawback policy effective January 1, 2024 that provides for the recovery of erroneously awarded compensation received
by an executive officer in the event of an accounting restatement due to material noncompliance with financial reporting requirements
under the securities laws, as required under
Section 10D of the Exchange Act, Rule 10D-1.
The information required
by this item appears under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Definitive
Proxy Statement for the 2024 Annual Meeting of Shareholders and such information is incorporated herein by reference.
The information required
by this item appears under the headings “Related Party Transactions” and “Information Concerning Nominees for Election
as Directors” in the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders and such information is incorporated
herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The
following table sets forth the fees for services rendered by the Company’s independent registered public accounting firm,
Prager Metis CPAs, LLC, for the fiscal years 2024 and 2023.
Fiscal Year
All other fees — —
Audit Fees for fiscal
year 2024 and fiscal year 2023 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 SEC.
Audit related fees for
fiscal year 2024 and fiscal year 2023 consist of audits of real estate tax matters and consultations concerning financial accounting and
reporting standards.
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Tax fees for fiscal
year 2024 and fiscal year 2023 were for services related to tax compliance including preparation of federal, state and local corporate
tax returns, and assistance with a prior period Internal Revenue Service audit.
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.
(a) The following documents are filed as part of this report:
(b) Exhibit No.
13* Annual Report to Shareholders.
97* Clawback Policy.
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* Filed herewith
# Indicates management contract or compensatory plan.
** Submitted electronically with the report
ITEM 16. Form 10-K SUMMARY
None.
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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 24, 2024 By: /s/ LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman of the Board,
Chief Executive Officer and President
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
/s/ LLOYD J. SHULMAN Chairman of the Board, Chief Executive October 24, 2024
Lloyd J. Shulman Officer, and President
(Principal Executive Officer)
/s/ WARD N. LYKE, JR. Vice President, Chief Financial Officer October 24, 2024
Ward N. Lyke, Jr. and Treasurer
(Principal Financial and Accounting Officer)
/s/ JENNIFER L. CARUSO Director October 24, 2024
Jennifer L. Caruso
/s/ ROBERT L. ECKER Director October 24, 2024
Robert L. Ecker
/s/ STEVEN GURNEY-GOLDMAN Director October 24, 2024
Steven Gurney-Goldman
/s/ MARK S. GREENBLATT Director October 24, 2024
Mark S. Greenblatt
/s/ MELINDA KOSTER Director October 24, 2024
Melinda Koster
/s/ DEAN L. RYDER Director October 24, 2024
Dean L. Ryder
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INDEX
TO Company’s FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to
the following sections of the Company’s Annual Report to Shareholders for the fiscal year ended July 31, 2024, which are incorporated
herein by reference:
Report of Independent
Registered Public Accounting Firm (PCAOB ID No. 273) (pages 20-21)
Consolidated Balance
Sheets (page 3)
Consolidated Statements
of Operations (page 4)
Consolidated Statement
of Changes in Shareholders’ Equity (page 5)
Consolidated Statements
of Cash Flows (page 6)
Notes to Consolidated
Financial Statements (pages 7-17)
Financial Statement
Schedules
Real Estate and Accumulated
Depreciation (page 18)
Report of Management
(page 19)
All other schedules
for which provision is made in the applicable regulations of the SEC are not required under the related instructions or are inapplicable
and, accordingly, are omitted.
The separate financial
statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its
subsidiaries are wholly-owned.
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