-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P7IfkFGLDHR8ZTSZ/3VZKGwoZ75dqqgwn1VWJiZCSvG35/cQ43htuiPpX7JkSTjX Y3hwpOyzPoGCoUPGrY2INA== 0000950110-95-000729.txt : 19951024 0000950110-95-000729.hdr.sgml : 19951024 ACCESSION NUMBER: 0000950110-95-000729 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950731 FILED AS OF DATE: 19951023 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYS J W INC CENTRAL INDEX KEY: 0000054187 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 111059070 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03647 FILM NUMBER: 95583191 BUSINESS ADDRESS: STREET 1: 9 BOND ST CITY: BROOKLYN STATE: NY ZIP: 11201-5805 BUSINESS PHONE: 7186247400 MAIL ADDRESS: STREET 1: 9 BOND STREET CITY: BROOKLYN STATE: NY ZIP: 11201-5805 10-K 1 FORM 10-K =============================================================================== 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, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___________ to _____________ Commission file number: 1-3647 J. W. MAYS, INC. (Exact name of registrant as specified in its charter) New York 11-1059070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9 Bond Street, Brooklyn, New York 11201-5805 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 624-7400 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1 per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No. . -- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.[X] No delinquent filers. The aggregate market value of voting stock held by nonaffiliates of the registrant was approximately $7,073,777 as of September 29, 1995 based upon the closing price on the NASDAQ National Market System reported for such date. 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. The number of shares outstanding of the registrant's Common Stock as of September 29, 1995 was 2,136,397. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K in which the Document Document is incorporated -------- --------------------- Annual Report to Shareholders for Fiscal Year Ended July 31, 1995 ...................... Parts I and II Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders .................. Part III =============================================================================== J. W. MAYS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 1995 TABLE OF CONTENTS Part I PAGE ---- Item 1. Business .................................................. 3 Item 2. Properties ................................................ 3 Item 3. Legal Proceedings ......................................... 4 Item 4. Submission of Matters to a Vote of Security Holders ....... 5 Executive Officers of the Registrant ............................... 5 Part II Item 5. Market for Registrant's Common Stock and Related Shareholder Matters ..................................... 5 Item 6. Selected Financial Data ................................... 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ..................... 5 Item 8. Financial Statements and Supplementary Data ............... 5 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................. 6 Part III Item 10. Directors and Executive Officers of the Registrant ........ 6 Item 11. Executive Compensation .................................... 6 Item 12. Security Ownership of Certain Beneficial Owners and Management ................................... 6 Item 13. Certain Relationships and Related Transactions ............ 6 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ................................ 6 2 PART I Item 1. Business. 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. See below for the description of these properties (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 discontinued its department store business which operated under the name of "MAYS," in the year ended July 31, 1989, and has continued the leasing of real estate. The Company has no foreign operations or export sales. The Company employs approximately 31 employees and has a contract with a union covering rates of pay, hours of employment and other conditions of employment for approximately 19% of its employees. The Company considers that its labor relations with its employees and union are good. Item 2. Properties. The table below sets forth certain information as to each of the properties currently operated by the Company:
Approximate Location Owned or leased(1) Square Feet -------- ------------------ ----------- Brooklyn, New York Fulton Street at Bond Street .................. (2) 380,000(5) Jamaica, New York Jamaica Avenue at 169th Street ................ Own Building, Lease Fee 297,000(6) Fishkill, New York Interstate Highway 84 at Route 9 .............. (3) 211,000(7) (located on 14.9 acres) Brooklyn, New York Jowein Building Fulton Street and Elm Place ................... (4) 430,000(8) Levittown, New York Hempstead Turnpike ............................ (3) 85,800(9) Massapequa, New York Sunrise Highway ............................... (10) 133,400(10) Circleville, Ohio Tarlton Road .................................. (3) 193,350(11) (located on 11.6 acres)
---------- (1) Properties leased are under long-term leases for varying periods, the longest of which extends to 2013, and in most instances renewal options are included. Reference is made to Note 6 to the Consolidated Financial Statements contained in the 1995 Annual Report to Shareholders, incorporated herein by reference. The properties indicated as owned which are held subject to mortgage are the Jowein building, the Fishkill property, the Ohio property and a small part of the Company's former Brooklyn store. (Footnotes continued) 3 (2) A major portion of these premises is owned. (3) The entire premises is owned. (4) Approximately 50% of these premises is owned and the remainder is leased. (5) Approximately 99,000 square feet of the street floor and basement are leased to one tenant for retail and approximately 9,000 square feet, in the aggregate, are leased to four separate tenants for retail and offices. Approximately 232,000 square feet of the building are available for lease. (6) Approximately 75,100 square feet are leased to one tenant, 47,100 square feet to another tenant and 2,700 square feet to a third tenant, all for retail. Approximately 137,000 square feet of the building are available for lease. (7) Approximately 102,000 square feet are leased to one tenant for retail and 109,000 square feet of the building are available for lease of which 25,000 square feet was leased on August 31, 1995. (8) All of the building, except for 164,000 square feet, has been leased for retail and offices. The 164,000 square feet are available for lease. Of the 430,000 square feet, 266,000 square feet have been leased for retail and offices, including leases for retail space entered into on June 8, 1995 for 26,000 square feet and on July 6, 1995 for 24,000 square feet. (9) Leased to one tenant for retail. (10) Leased by the Company and sub-leased to two tenants for a bank and a gasoline service station. (11) Property purchased in December, 1992 under lease to one tenant for use as a distribution facility. The City of New York through its Economic Development Administration ("New York City") constructed a municipal garage at Livingston Street opposite the Company's Brooklyn properties. The Company has a long-term lease with New York City expiring in 2013 with renewal options, the last of which expires in 2073, under which: (1) Such garage, available to the public, provides truck bays and passage facilities through a tunnel for the exclusive use of the Company, to the structure referred to in (2) below; the bays, passage facilities and tunnel, totaling approximately 17,000 square feet, are included in the lease from New York City mentioned in the preceding paragraph and are in full use. (2) The Company constructed a six-story building and basement on a 20 x 75-foot plot (acquired and made available by New York City and leased to the Company for a term expiring in 2013 with renewal options, the last of which expires in 2073) adjacent to and connected with the Company's Brooklyn properties, which provides the other end of the tunnel with the truck bays in the municipal garage. See Note 11 to the Consolidated Financial Statements of the 1995 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning those 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. 4 Item 4. Submission of Matters to a Vote of Security Holders. During the fourth quarter of the fiscal year covered by this report, no matter was submitted to a vote of security holders of the Company. Executive Officers of the Registrant The following information is furnished with respect to each Executive Officer of the Registrant (each of whom is elected annually) whose present term of office will expire upon the election and qualification of his successor:
First Became Business Experience During Such Officer Name Age the Past Five Years or Director ---- --- -------------------------- ------------ Max L. Shulman ................... 86 Chairman of the Board June, 1963 Co-Chairman of the Board June, 1995 Director January, 1946 Lloyd J. Shulman ................. 53 President November, 1978 Co-Chairman of the Board and President June, 1995 Director November, 1977 Alex Slobodin .................... 80 Executive Vice President November, 1965 Treasurer September, 1955 Director November, 1963 Ward N. Lyke, Jr. ................ 44 Vice President February, 1984 George Silva ..................... 45 Vice President March, 1995 Salvatore Cappuzzo ............... 36 Secretary November, 1981
No family relationship exists among the foregoing persons except that Lloyd J. Shulman is the son of Max L. Shulman. All of the above mentioned officers have been appointed as such by the directors and, except for Mr. Silva, have been employed as Executive Officers of the Company during the past five years. PART II Item 5. Market for Registrant's Common Stock and Related Shareholder Matters. The information appearing under the heading "Common Stock Prices and Dividends" on page 20 of the Registrant's 1995 Annual Report to Shareholders is incorporated herein by reference. Item 6. Selected Financial Data. The information appearing under the heading "Summary of Selected Financial Data" on page 2 of the Registrant's 1995 Annual Report to Shareholders is incorporated herein by reference. 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 18 and 19 of the Registrant's 1995 Annual Report to Shareholders is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The Registrant's Consolidated Financial Statements, together with the report of Lipsky, Goodkin & Co., P.C., Independent Public Accountants, dated October 12, 1995, appearing on pages 4 through 16 of the Registrant's 1995 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned 5 information and the information incorporated by reference in Items 2, 5, 6, 7 and 8 hereof, the 1995 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. None. PART III Item 10. Directors and Executive Officers of the Registrant. The information relating to directors of the Registrant is contained in the Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders and such information is incorporated herein by reference. The information with respect to Executive Officers of the Registrant is set forth in Part I hereof. Item 11. Executive Compensation. The information required by this item appears under the heading "Executive Compensation and Related Matters" in the Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. 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 1995 Annual Meeting of Shareholders and such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. The information required by this item appears under the heading "Executive Compensation and Related Matters" in the Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders and such information is incorporated herein by reference. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The following documents are filed as part of this report: 1. The Consolidated Financial Statements and report of Lipsky, Goodkin & Co., P.C., Independent Public Accountants dated October 12, 1995, set forth on pages 4 through 16 of the Registrant's 1995 Annual Report to Shareholders. 2. See accompanying Index to Registrant's Financial Statements and Schedules. 3. Exhibits: (2) Plan of acquisition, reorganization, arrangement, liquidation or succession--not applicable. (3) Articles of incorporation and by-laws: (i) Certificate of Incorporation, as amended, incorporated by reference to Registrant's Form 8-K dated December 3, 1973. (ii) By-laws, as amended June 1, 1995--Exhibit A, attached. (4) Instruments defining the rights of security holders, including indentures--see Exhibit (3) above. (9) Voting trust agreement--not applicable. 6 (10) Material contracts: (i) Agreement of Lease dated March 29, 1990 pursuant to which the basement and a portion of the street floor, approximately 32% of the total area of the Registrant's former Jamaica store, has been leased to a tenant for retail space, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (ii) Agreement of Lease dated July 5, 1990, as amended February 25, 1992, pursuant to which a portion of the street floor and basement, approximately 35% of the total area of the Registrant's former Brooklyn store, has been leased to a tenant for the retail sale of general merchandise and for a restaurant, incorporated by reference to Registrant's Form 10-K dated October 29, 1990. (iii) The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 1991, incorporated by reference to Registrant's Form 10-K dated October 23, 1992 and, as amended, effective August 1, 1993, incorporated by reference to Registrant's Form 10-Q for the Quarter ended October 31, 1993 dated December 2, 1993. (11) Statement re computation of per share earnings--not applicable. (12) Statement re computation of ratios--not applicable. (13) Annual report to security holders. (18) Letter re change in accounting principles--not applicable. (21) Subsidiaries of the registrant. (22) Published report regarding matters submitted to vote of security holders--not applicable. (23) Consents of experts and counsel--not applicable. (24) Power of attorney--none. (28) Information from reports furnished to state insurance regulatory authorities--not applicable. (99) Additional exhibits--none. (b) Reports on Form 8-K -- A report on Form 8-K was filed by the Registrant during the three months ended July 31, 1995. Item reported -- The Company entered into an Agreement of Lease (the "Lease"), dated July 6, 1995, pursuant to which approximately 24,000 square feet of space in the Jowein Building located in the Fulton Mall in downtown Brooklyn, New York was leased to a chain store tenant for retail space. The term of the Lease is for a period of fourteen years and six months and commences in November, 1995. The lease provides for fixed rent aggregating approximately $2,375,000 in the initial five-year period of the Lease, $2,529,375 for the next five-year period and $2,424,406 for the remaining four years and six month period. In addition, the Lease provides that the tenant pay its proportionate share of certain items, including operating expenses, and its proportionate share of real estate taxes over a base year. Financial Statements filed -- None Date of Report filed -- July 6, 1995 7 SIGNATURES Pursuant to the requirements of Sections 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 23, 1995 By: LLOYD J. SHULMAN ------------------------------------ Lloyd J. Shulman Co-Chairman of the Board Principal Executive Officer President Principal Operating Officer October 23, 1995 By: ALEX SLOBODIN ------------------------------------ Alex Slobodin Executive Vice President and Treasurer Principal Financial Officer October 23, 1995 By: MARK GREENBLATT ------------------------------------ Mark Greenblatt Controller 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 --------- ----- ---- MAX L. SHULMAN Co-Chairman of the Board October 23, 1995 -------------------------------- and Director Max L. Shulman LLOYD J. SHULMAN Co-Chairman of the Board, October 23, 1995 -------------------------------- Chief Executive Officer, Lloyd J. Shulman President, Chief Operating Officer and Director ALEX SLOBODIN Executive Vice President, October 23, 1995 -------------------------------- Treasurer and Director Alex Slobodin FRANK J. ANGELL Director October 23, 1995 -------------------------------- Frank J. Angell JACK SCHWARTZ Director October 23, 1995 -------------------------------- Jack Schwartz SYLVIA W. SHULMAN Director October 23, 1995 -------------------------------- Sylvia W. Shulman LEWIS D. SIEGEL Director October 23, 1995 -------------------------------- Lewis D. Siegel
8 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, 1995, which are incorporated herein by reference: Report of Independent Accountants (page 16) Consolidated Balance Sheets (pages 4 and 5) Consolidated Statements of Operations and Retained Earnings (page 6) Consolidated Statements of Cash Flows (page 7) Notes to Consolidated Financial Statements (pages 8-16) Page ---- Financial Statement Schedules: Report of Independent Accountants .......................... 9 II Valuation and Qualifying Accounts .......................... 10 III Real Estate and Accumulated Depreciation ................... 11 All other schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission 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. --------------- REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES To the Board of Directors and Shareholders of J. W. Mays, Inc.: Our audits of the Consolidated Financial Statements referred to in our report dated October 12, 1995, appearing on page 16 of the 1995 Annual Report to Shareholders of J.W. Mays, Inc., (which report and Consolidated Financial Statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Summarized Financial Information contained in Item 8 and Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. Our report on the Consolidated Financial Statements includes explanatory paragraphs with respect to the change in the method of accounting for marketable securities--other investments in 1995 and a change in the method of accounting for income taxes in 1994 as discussed in Note 1 to the Consolidated Financial Statements. In our opinion, this Summarized Financial Information and these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related Consolidated Financial Statements. LIPSKY, GOODKIN & Co., P.C. New York, N.Y October 12, 1995 (except with respect to the matter discussed in Note 16(b) to the Consolidated Financial Statements, as to which the date is October 20, 1995) 9 SCHEDULE II J.W. MAYS, INC. VALUATION AND QUALIFYING ACCOUNTS
- -------------------------------------------------------------------------------------------------------------- Year ended July 31, 1995 1994 1993 - -------------------------------------------------------------------------------------------------------------- Allowance for net unrealized gains (losses) on marketable securities--other investments: Balance, beginning of period ........................... $(31,769) $ -- $ -- Additions charged to expense ........................... -- (31,769) -- Reductions ............................................. 73,779 -- -- -------- -------- ----- Balance, end of period ................................. $ 42,010 $(31,769) $ -- ======== ======== ===== Deferred income tax asset valuation allowance: Balance, beginning of period ........................... $169,698 $ -- $ -- Additions charged to expense ........................... -- 169,698 -- Reductions ............................................. 52,600 -- -- -------- -------- ----- Balance, end of period ................................. $117,098 $169,698 $ -- ======== ======== =====
10 SCHEDULE III J. W. MAYS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 1995
==================================================================================================================================== Col. A Col. B Col. C Col. D Col. E - ------------------------------------------------------------------------------------------------------------------------------------ Cost Capitalized Gross Amount at Initial Cost Subsequent to Which Carried to Company Acquisition at Close of Period ----------------------- ----------------------- ---------------------------------- Encum- Building & Carrying Building & Description brances Land Improvements Improvements Cost Land Improvements Total - ------------------------------------------------------------------------------------------------------------------------------------ Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street .... $ 215,902 $1,703,157 $ 3,862,454 $ 6,176,403 $ -- $1,703,157 $10,038,857 $11,742,014 Jamaica, New York Jamaica Avenue at 169th Street .................... -- -- 3,215,699 3,929,938 -- -- 7,145,637 7,145,637 Fishkill, New York Interstate Highway 84 at Route 9 ...................... 2,769,412 467,341 7,212,116 1,638,710 -- 467,341 8,850,826 9,318,167 Brooklyn, New York Jowein Building Fulton Street and Elm Place ..... 975,037 1,622,232 770,561 7,999,017 -- 1,622,232 8,769,578 10,391,810 Levittown, New York Hempstead Turnpike .............. -- 95,256 200,560 72,990 -- 95,256 273,550 368,806 Circleville, Ohio Tarlton Road .................... 2,398,767 120,849 4,388,456 -- -- 120,849 4,388,456 4,509,305 ---------- ---------- ----------- ----------- ------ --------- ----------- ----------- Total (A) ....................... $6,359,118 $4,008,835 $19,649,846 $19,817,058 $ -- $4,008,83 $39,466,904 $43,475,739 ========== ========== =========== =========== ====== ========= =========== ===========
==================================================================================================================================== Col. F Col. G Col. H Col. I - ------------------------------------------------------------------------------------------------------------------------------------ Life on Which Depreciation in Latest Income Accumulated Date of Date Statement Is Depreciation Construction Acquired Computed - ------------------------------------------------------------------------------------------------------------------------------------ Office and Rental Buildings Brooklyn, New York Fulton Street at Bond Street .... $ 4,214,566 Various Various (1)(2) Jamaica, New York Jamaica Avenue at 169th Street .................... 4,788,552 1959 1959 (1)(2) Fishkill, New York Interstate Highway 84 at Route 9 ...................... 3,981,064 10/74 11/72 (1) Brooklyn, New York Jowein Building Fulton Street and Elm Place ..... 4,903,037 1915 1950 (1)(2) Levittown, New York Hempstead Turnpike .............. 237,276 4/69 6/62 (1) Circleville, Ohio Tarlton Road .................... 274,278 9/92 12/92 (1) ----------- Total (A) ....................... $18,398,773 ===========
- ---------- (1) Building and improvements 18-40 years (2) Improvements to leased property 3-40 years (A) Does not include Office Furniture and Equipment and Transportation Equipment in the amount of $650,431 and Accumulated Depreciation thereon of $441,462 at July 31, 1995.
Years Ended July 31, --------------------------------------- 1995 1994 1993 ----------- ----------- ----------- Investment in Real Estate Balance at Beginning of Year ......... $42,529,020 $40,821,164 $35,221,015 Improvements ......................... 946,719 1,707,856 5,600,149 ----------- ----------- ----------- Balance at End of Year ............... $43,475,739 $42,529,020 $40,821,164 =========== =========== =========== Accumulated Depreciation Balance at Beginning of Year ......... $17,617,239 $16,857,024 $16,175,219 Additions Charged to Costs and Expenses ........................... 781,534 760,215 681,805 ----------- ----------- ----------- Balance at End of Year ............... $18,398,773 $17,617,239 $16,857,024 =========== =========== ===========
11 EXHIBIT INDEX TO FORM 10-K (2) Plan of acquisition, reorganization, arrangement, liquidation or succession--not applicable (3) (i) Articles of incorporation--incorporated by reference (ii) By-laws--Exhibit A (4) Instruments defining the rights of security holders, including indentures--see Exhibit (3) above (9) Voting trust agreement--not applicable (10) Material contracts--(i) through (iii) incorporated by reference (11) Statement re computation of per share earnings-not applicable (12) Statement re computation of ratios--not applicable (13) Annual report to security holders (18) Letter re change in accounting principles--not applicable (21) Subsidiaries of the registrant (22) Published report regarding matters submitted to vote of security holders--not applicable (23) Consents of experts and counsel--not applicable (24) Power of attorney--none (28) Information from reports furnished to state insurance regulatory authorities-not applicable (99) Additional exhibits--none EXHIBIT 13 (Copy of Annual Report to Shareholders attached hereto) Fiscal Year Ended July 31, 1995 (NEXT PAGE) EXHIBIT 21 Subsidiaries of the Registrant The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report: DUTCHESS MALL SEWAGE PLANT, INC. (a New York corporation) J. W. M. Realty Corp. (an Ohio corporation) EX-3.(II) 2 BY-LAWS EXHIBIT A =============================================================================== By-Laws OF J. W. MAYS, INC. (A New York Corporation) As Amended June 1, 1995 =============================================================================== J.W. MAYS, INC. -------------- BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS SECTION: 1.1. Annual Meetings. The annual meeting of the shareholders of J.W. Mays, Inc. (hereinafter called the Corporation), for the election of directors and for the transaction of such other business as may be brought before the meeting, shall be held on the last Tuesday of November of each year, or as soon thereafter as practicable, and shall be held at a place and time determined by the board of directors (the "Board"). 1.2. Special Meetings. Special meetings of the shareholders may be called by resolution of the Board or by the President and shall be called by the President upon the written request (stating the purpose or purposes of the meeting) of a majority of the Board or of the holders of 20% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting. The time and place at which any special meeting of the shareholders shall be held shall be fixed by the Board or the President, as the case may be, who shall have called such meeting; provided, however, that the time so fixed shall be such as will permit the giving of notice as hereinafter provided in Section 1.4. Special meetings may also be called and held in such cases and in such manner as may be specifically provided by law. 1.3. Place of Meetings. Meetings of the shareholders may be held in or outside New York State. 1.4. Notice of Meetings; Waiver of Notice. Written notice of each meeting of shareholders shall be given to each shareholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any shareholder who waives, in person or by proxy, such notice in writing including waiver by telegraph, cable or wireless whether before or after the meeting, and (b) no notice of an adjourned meeting need be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken except as may otherwise be required by law. Each notice of meeting shall be given, personally or by mail, not less than 10 nor more than 50 days before the meeting and shall state the place, date and hour of the meeting, and unless it is the annual meeting, shall state at whose direction the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders or to such other address as he may direct by notice in writing to Corporation. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him. 1.5. Quorum. The presence in person or by proxy of the holders of majority of the shares entitled to vote shall constitute a quorum for the transactions of any business. In the absence of a quorum a majority in voting interest of those present or, in the absence of all the shareholders, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjournment meeting at which a quorum is present any action may be taken which might have been taken at the meeting as originally called. 1.6. Voting; Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by A-1 proxy. Each shareholder of record shall be entitled at every meeting of shareholders to one vote for every share registered in his name on the record of shareholders. Corporate action to be taken by shareholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of shareholders, except as otherwise provided by law. Directors shall be elected in the manner provided in Section 2.3 of these by-laws. Voting need not be by ballot unless requested by a shareholder at the meeting or ordered by the person presiding at the meeting. Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after eleven months from its date unless it provides otherwise. 1.7. Inspectors of Election. The person presiding at a meeting of shareholders may appoint one or more inspectors who may be shareholders or their proxies, but not directors of the Corporation or candidates for such office. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspector or inspectors shall have such duties and powers prescribed by law. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them, shall be prima facie evidence of the facts stated and of the vote as certified by them. ARTICLE II BOARD OF DIRECTORS SECTION: 2.1. General Powers and Qualification. The business of the Corporation shall be managed by the board of directors each of whom shall be at least 21 years of age. At least one of them shall be a citizen of the United States and a resident of the State of New York. Directors need not be shareholders of the Corporation. 2.2. Manner of Determining Number of Directors to be Chosen. The number of directors to be chosen within the maximum limits fixed by the certificate of incorporation, shall be determined in the following manner: At each meeting of shareholders for the election of directors and before the taking of a vote thereon, the number of directors to be elected at such meeting shall be fixed and determined by a majority vote of the stock represented at the meeting in person or by proxy, provided, however, that at any time or times between annual elections of directors, the existing directors may, by a majority vote of the entire Board, increase the number of directors up to the maximum limits fixed by the certificate of incorporation and in connection with any such increase, the directors may, by like vote, designate the additional director or directors who shall continue in office until the next annual meeting and until his successor shall be elected and qualified. By a majority vote of the entire Board, the Board may decrease the number of directors to not less than three but no decrease shall shorten the term of any incumbent director. 2.3. Elections. Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election and shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. 2.4. Resignations. Any director of the Corporation may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 2.5. Vacancies. Any vacancy in the Board, whether caused by death, resignation or removal with or without a cause or otherwise may be filled by the vote of a majority of the directors then in office, A-2 though less than a quorum. Vacancies occurring in the Board by reason of removal of a director without cause by shareholders may also be filled by vote of shareholders at a special meeting called for that purpose. 2.6. Place of Meetings. Meetings of the Board may be held in or outside New York State. 2.7. Annual and Regular Meetings. Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of shareholders and at the same place, or (b) as soon as practicable after the annual meeting of shareholders, on notice as provided in Section 2.8 of these by-laws. Regular meetings of the Board may be held without notice if the time and place of such meetings are fixed by the Board. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day. 2.8. Special Meetings. Special meetings of the Board shall be held upon notice to the directors and may be called by the Chairman of the Board, either of the Co-Chairmen, if so elected by the Board, the President or by any two of the directors. 2.9. Notice of Meetings; Waiver of Notice. Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of shareholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting or by delivering or telephoning or telegraphing it to him at least two days before the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board. Notice need not be given to any director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting the lack of notice to him, either before the meeting or when it begins. Any meeting of the Board shall be a legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference thereto, if every member of the Board shall be present thereat. 2.10. Removal of Directors. Any or all of the directors may be removed at anytime, either with or without cause, by vote of the shareholders, and any of the directors may be removed for cause by action of the Board. 2.11. Quorum and Action by the Board. At all meetings of the Board, the presence of a majority of the directors then in office, but in no event less than three, shall be necessary to constitute a quorum, except as provided in Section 2.5 of these by-laws. Unless otherwise provided by law or these by-laws, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting sine die, or from time to time until a quorum is present. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken. 2.12. Executive Committee. The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of three or more directors which shall have all the authority of the Board, except as otherwise provided in the resolution or by law, and which shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting. The Executive Committee shall adopt rules of procedure and shall meet as provided by those rules or by resolutions of the Board. 2.13. Other Committees. The Board, by resolution adopted by a majority of the entire Board, may designate other committees of directors, to serve at the Board's pleasure, with such powers and duties as the Board determines. 2.14. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee. A-3 2.15. Compensation. Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the Corporation, its affiliates or subsidiaries in other capacities. 2.16. Action Without Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. 2.17. Participation in Board or Committee Meetings by Conference Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. ARTICLE III OFFICERS SECTION: 3.1. Number; Powers and Duties. The executive officers of the Corporation shall be the Chairman of the Board [if so elected by the Board] or either or both of the Co-Chairmen [if so elected by the Board], the President, one or more Vice Presidents (including, at the election of the Board, a Senior Vice President and one or more Executive Vice Presidents), a Secretary, a Treasurer, and such other officers as it may determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. The executive officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these by-laws, or to the extent not so provided, by the Board. In the case of more than one person holding an office of the same title, any one of them may perform the duties of the office except insofar as the Board of Directors may otherwise direct. 3.2. Election; Term of Office. The executive officers of the Corporation shall be elected annually by the Board and each such officer shall hold office, subject to the provisions of law and of these by-laws, until the next annual meeting of the Board and until his successor has been elected and qualified. 3.3. Subordinate Officers. The Board may appoint subordinate officers (including a Controller, one or more Assistant Secretaries and Assistant Treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint, define the powers and duties and fix the compensation of, any subordinate officers, agents or employees. 3.4. Resignation and Removal of Officers. Any officer may resign at any time by giving written notice to the President or the Secretary. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause. 3.5. Vacancies. A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 3.2 and 3.3 of these by-laws for election or appointment to the office. 3.6. Chairman or Co-Chairmen of the Board. There may be one Chairman of the Board or, if so elected by the Board, there may be two individuals serving as Co-Chairmen. The Board of Directors may A-4 from time to time determine the respective responsibilities of the Co-Chairmen. Any conflict between the Co-Chairmen shall be resolved by a vote of a majority of the entire Board. The Chairman of the Board, or one of the Co-Chairmen, as determined by the Board, shall be the Chief Executive Officer of the Corporation. The Chairman of the Board, or either of such Co-Chairmen, if so elected by the Board, shall preside at all meetings of the Board and of the shareholders, and shall have such other powers and duties in the management of the Corporation as such Chairman or Co-Chairmen of the Board or as a Chief Executive Officer usually has or as the Board assigns to him or them, as the case may be. In the event that the Board elects Co-Chairmen, either or both may be designated officers of the Corporation. 3.7. The President. The President shall be the Chief Operating Officer of the Corporation and shall, in the absence of the Chairman of the Board, or the Co-Chairmen, if so elected by the Board, or in case of his [or their] inability to act, or at the request of the Chairman of the Board, or one of the Co-Chairmen, if so elected by the Board, preside at meetings of the Board and of the shareholders, and shall be a member of all standing committees appointed by the Board. Subject to the powers of the Chairman of the Board, or the Co-Chairmen, if so elected by the Board, and the provisions of Section 3.6 and subject further to the control of the Board, he shall have general supervision over the business of the Corporation and shall have such other powers and duties as Presidents of corporations usually have or as the Board or the Executive Committee, if any, assigns him. 3.8. The Vice Presidents. In the absence or inability to act of the President, the Senior Vice President (if there be one, and, if not, then the Vice President, including any Executive Vice President, designated by the Board), shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President under these by-laws. The Vice Presidents shall perform such other duties and have such authority as from time to time may be assigned to them by the Board or the President. 3.9. The Treasurer and Assistant Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall be in charge of the Corporation's books and accounts. Subject to the control of the Board, he shall have such other powers and duties as the Board or the President assigns to him. In the absence or inability to act of the Treasurer, the Assistant Treasurer designated by the Board shall perform all the duties of the Treasurer and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer under these by-laws. 3.10. The Secretary and Assistant Secretary. The Secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the shareholders, shall be responsible for giving notice of all meetings of shareholders and of the Board, shall keep the seal and, when authorized by the Board, shall apply it to any instrument requiring it. Subject to the control of the Board, he shall have such other powers and duties as the Board or the President assigns to him. In the absence or inability to act of the Secretary, the Assistant Secretary designated by the Board shall perform all of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary imposed by these by-laws. In the absence of the Secretary or an Assistant Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer. 3.11. Security; Surety Bond. The Board may require any officer, agent or employee to give security for the faithful performance of his duties. Such security may be in the form of a bond in such sum and with such surety or sureties as the Board may approve. 3.12. Salaries. The salaries of the officers shall be fixed from time to time by the Board, provided, however, that the Board may authorize the President to fix the salary of any other officer. No A-5 officer shall be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation. ARTICLE IV VOTING UPON STOCK IN OTHER CORPORATIONS SECTION: 4.1. Manner of Voting. Unless otherwise ordered by the Board, any shares of stock held by the Corporation in any other corporation may be voted on behalf of the Corporation by the Chairman of the Board, or either of the Co-Chairmen, if so elected by the Board, or the President of the Corporation. ARTICLE V SHARES OF STOCK SECTION: 5.1. Form of Certificates. The stock of the Corporation shall be represented by certificates in such form as shall be approved by the Board. The certificates of stock shall be signed by the Chairman of the Board, or one of the Co-Chairmen, if so elected by the Board, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation; provided, however, that such seal may be a facsimile engraved or printed. The signatures of the officers upon a certificate may be facsimiles engraved or printed if the certificate is countersigned by a Transfer Agent or registered by a Registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon the certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. 5.2. Transfers of Shares. Shares shall be transferable only on the books of the Corporation by the holder thereof, or by his attorney thereunto duly authorized by power of attorney duly executed and filed with the Secretary of the Corporation or the Transfer Agent thereof, and upon the surrender of the certificate or certificates for such shares properly endorsed. No transfers of shares shall be valid as against the Corporation, its shareholders and creditors for any purpose, except to render the transferee liable for the debts of the Corporation to the extent provided by law, until it shall have been entered on the books of the Corporation by an entry showing from and to whom transferred. 5.3. Lost, Destroyed or Stolen Certificates. The Corporation may issue a new certificate representing shares of stock of the Corporation in the place of any certificate theretofore issued by it alleged to have been lost, destroyed or stolen. The Board may, in its discretion, as a condition to the issue of any such new certificate, require the owner of the lost, destroyed or stolen certificate, or his legal representative, to make proof satisfactory to the Board of the loss, destruction or theft thereof and to give the Corporation a bond in such sum, and with such surety or sureties as the Board may direct sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, destruction or theft of any such certificate or the issuance of any such new certificate. 5.4. Fixing, Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purposes of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor more than fifty days prior A-6 to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date under this section for the adjourned meeting. ARTICLE VI MISCELLANEOUS SECTION: 6.1. Reserves. In its absolute discretion, the Board may, from its earned surplus or capital surplus, create reserves in such amount or amounts for any proper purpose or purposes which the Board may think conducive to the best interests of the Corporation and may increase, decrease or abolish any such reserve. 6.2. Seal. The corporate seal shall be in the form of a circle and shall bear the full name of the Corporation, the year of its organization, and the words "Corporate Seal N.Y." or words and figures of similar import. In lieu of the corporate seal, when so authorized by the Board, facsimiles thereof may be impressed or affixed or reproduced. 6.3. Fiscal Year. The Board may determine the Corporation's fiscal year. Until changed by the Board, the Corporation's fiscal year shall commence on August 1 and terminate at the close of business on July 31. 6.4. Definitions. (a) Certificate of Incorporation shall mean the certificate of incorporation of the Corporation, as amended, supplemented or restated by certificate of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute, from time to time. (b) The words "entire board" mean the total number of directors which the Corporation would have if there were no vacancies. ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION: 7.1. Except to the extent expressly prohibited by the New York Business Corporation Law, the Corporation shall indemnify each person made, or threatened to be made, a party to any action or proceeding, whether criminal or civil, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the Corporation, or is or was serving, in any capacity, at the request of the Corporation, any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees and expenses, reasonably incurred in enforcing such person's right to indemnification, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its prior consent to such settlement or other disposition. A-7 7.2. The Corporation shall advance or promptly reimburse upon request any person entitled to indemnification hereunder for all reasonable expenses, including attorneys' fees and expenses, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled; provided, however, that such person shall cooperate in good faith with any request by the Corporation that common counsel be used by the parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to actual or potential differing interests between or among such parties. 7.3. Nothing herein shall limit or affect any right of any director, officer or other corporate personnel otherwise than hereunder to indemnification of expenses, including attorneys' fees, under any statute, rule, regulation, certificate of incorporation, by-law, insurance policy, contract or otherwise; without affecting or limiting the rights of any director, officer or other corporate personnel pursuant to this Article VII, the Corporation is authorized to enter into agreements with any of its directors, officers or other corporate personnel extending rights to indemnification and advancement of expenses to the fullest extent permitted by applicable law. 7.4. Anything in these by-laws to the contrary notwithstanding, no elimination or amendment of this Article VII adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to such person of such action, and no elimination of or amendment to this Article VII shall deprive any such person's rights hereunder arising out of alleged or actual occurrences, acts or failures to act prior to such 60th day. 7.5. The Corporation shall not, except by elimination or amendment of this Article VII in a manner consistent with the preceding Section 7.4, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance with the provisions of this Article VII. The indemnification of any person provided by this Article VII shall continue after such person has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person's heirs, executors, administrators and legal representatives. 7.6. In case any provision in this Article VII shall be determined at any time to be unenforceable in any respect, the other provisions of this Article VII shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to its directors or officers, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law. ARTICLE VIII AMENDMENTS SECTION: 8.1. Amendments. By-laws may be amended, repealed or adopted by the shareholders or by a majority of the entire Board, but any by-law adopted by the Board may be amended or repealed by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, the notice of the next meeting of shareholders for the election of directors shall set forth the by-law so adopted, amended or repealed, together with a concise statement of the changes made. A-8 EX-13 3 ANNUAL REPORT ================================================================================ J. W. MAYS, INC. Annual Report 1995 Year Ended July 31, 1995 ================================================================================ C-1 Contents Page No. Summary of Selected Financial Data 2 Company Profile 2 Message to Shareholders 3 Consolidated Balance Sheets 4-5 Consolidated Statements of Operations and Retained Earnings 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 8-16 Report of Independent Accountants 16 Five Year Summary of Consolidated Operations 17 Management's Discussion and Analysis of Financial Condition and Results of Operations 18-19 Quarterly Financial Information (Unaudited) 20 Common Stock Prices and Dividends 20 Officers and Directors 21 Executive Offices 9 Bond Street, Brooklyn, N.Y. 11201 Transfer Agent and Registrar American Stock Transfer & Trust Company 40 Wall Street New York, N.Y. 10005 Special Counsel Cullen and Dykman 177 Montague Street Brooklyn, N.Y. 11201 Independent Accountants Lipsky, Goodkin & Co., P.C. 120 W. 45th Street New York, N.Y. 10036 Common Stock The Company's common stock trades on The Nasdaq Stock Market under the symbol: "Mays". Annual Meeting The Annual Meeting of Shareholders will be held on Tuesday, November 28, 1995, at 10:00 A.M., New York time, at J. W. MAYS, INC., 9 Bond Street, Brooklyn, New York. 1 J.W. MAYS, INC. Summary of Selected Financial Data (dollars in thousands except per share data)
1995 1994 1993 1992 1991 - -------------------------------------------------------------------------------------------------------------------- Rental Income .............................................. $ 8,330 $ 9,523 $10,030 $ 9,299 $ 8,178 Gain on Sale of Property and Equipment ..................... -- -- 1 -- 3 Gain on Condemnation Award ................................. -- -- 639 -- -- - -------------------------------------------------------------------------------------------------------------------- Total Revenues ............................................. 8,330 9,523 10,670 9,299 8,181 - -------------------------------------------------------------------------------------------------------------------- Income (Loss) from Continuing Operations Before Cumulative Effect of Changes in Accounting Principles and Extraordinary Item ........................ (394) (32) 1,464 856 95 (Loss) from Discontinued Operations ........................ -- -- -- (47) (319) Cumulative Effect of Changes in Accounting Principles: Accounting for Certain Investments in Debt and Equity Securities .................................. 22 -- -- -- -- Accounting for Income Taxes .............................. -- (275) -- -- -- Extraordinary Item--Utilization of Net Operating Loss Carryforward ........................................ -- -- 709 416 -- - -------------------------------------------------------------------------------------------------------------------- Net Income (Loss) .......................................... (372) (307) 2,173 1,225 (224) - -------------------------------------------------------------------------------------------------------------------- Working Capital ............................................ 2,478 4,629 3,816 7,457 8,290 - -------------------------------------------------------------------------------------------------------------------- Total Assets ............................................... 36,144 37,290 36,384 32,245 31,910 - -------------------------------------------------------------------------------------------------------------------- Long-Term Debt: Mortgages Payable ......................................... 5,954 6,359 4,315 4,509 4,685 Other ..................................................... 678 672 668 664 659 ------- ------- ------- ------- ------- Total ................................................... 6,632 7,031 4,983 5,173 5,344 - -------------------------------------------------------------------------------------------------------------------- Shareholders' Equity ....................................... 27,293 27,637 28,028 26,056 24,831 - -------------------------------------------------------------------------------------------------------------------- Income (Loss) Per Common Share: Continuing Operations .................................... (.18) (.02) .67 .39 .04 Discontinued Operations .................................. -- -- -- (.02) (.14) Cumulative Effect of Changes in Accounting Principles: Accounting for Certain Investments in Debt and Equity Securities .............................. .01 -- -- -- -- Accounting for Income Taxes .......................... -- (.13) -- -- -- Extraordinary Item--Utilization of Net Operating Loss Carryforward ........................ -- -- .33 .19 -- ------- ------- ------- ------- ------- Net Income (Loss) Per Common Share ..................... $ (.17) $ (.15) $ 1.00 $ .56 $ (.10) - -------------------------------------------------------------------------------------------------------------------- Cash Dividends Declared Per Share .......................... -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------
Average common shares outstanding for 1995, 2,136,397; 1994, 2,137,440; 1993, 2,171,124; each of the years 1991 and 1992, 2,178,297. Company Profile - -------------------------------------------------------------------------------- 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, Long Island, New York, in Fishkill, Dutchess County, New York and in Circleville, Ohio. The major portion of these properties is owned and the balance is leased. A substantial percentage of these properties is leased to tenants while the remainder is available for lease. More comprehensive information concerning the Company appears in its Annual Report on Form 10-K for the fiscal year ended July 31, 1995. 2 J.W. MAYS, INC. To Our Shareholders: - -------------------------------------------------------------------------------- In the current year, the financial results of the Company continue to be adversely affected by the loss in fiscal 1994 of two major tenants. On the positive side, the Company has leased to two retail tenants 50,000 sq. ft. of the 99,000 sq. ft. surrendered by a former lessee in the Jowein Building located in the Fulton Mall in downtown Brooklyn, New York. It has also leased 25,000 sq. ft. of the 100,000 sq. ft. vacated by a former tenant in the Fishkill, New York property. The rent income from these new leases will substantially offset the loss in rent from the aforesaid two major tenants. The leases for the Brooklyn tenants are scheduled to commence during the month of November, 1995 and the lease for the space in the Fishkill property is anticipated to commence in December, 1995. For the fiscal year ended July 31, 1995, our Company reported a loss of $372,039, or $.17 per share, consisting of a loss from operations of $393,808, or $.18 per share, reduced by the cumulative effect of the change in accounting for certain investments in debt and equity securities of $21,769, or $.01 per share. There was no comparable item in the 1994 twelve month period. In the comparable 1994 twelve month period, the loss amounted to $307,466, or $.15 per share, consisting of a loss from operations of $32,466, or $.02 per share, and the cumulative effect of a change in accounting for income taxes of $275,000, or $.13 per share. The operating loss included a bad debt amounting to $708,673 arising from a pre-bankruptcy petition claim and a court approved lease rejection granted to one of the major tenants referred to above. There were no comparable items in the 1995 fiscal year. As previously announced, at the Board of Directors' meeting held May 24, 1995, Max L. Shulman, then Chairman and Chief Executive Officer of the Company, vacated the position of Chief Executive Officer effective June 1, 1995. He was elected Co-Chairman of the Board of Directors and continues as a director and as an employee of the Company. Lloyd J. Shulman, at the same directors' meeting, effective June 1, 1995, was elected Co-Chairman of the Board of Directors and also assumed the position of Chief Executive Officer. He will continue as President and Chief Operating Officer and as a director of the Company. We have confidence in our ability to face the current issues in the real estate industry. To you, our shareholders, we extend our appreciation for your support. With our newly signed leases and through the efforts of our dedicated employees, we look forward to being able to report a profitable 1996 fiscal year. Sincerely, Signature Max L. Shulman Co-Chairman Signature Lloyd J. Shulman Co-Chairman, Chief Executive Officer and President and Chief Operating Officer 3 J.W. MAYS, INC. Consolidated Balance Sheets July 31, 1995 and 1994
Assets 1995 1994 - --------------------------------------------------------------------------------------------------------------------- Property and Equipment--At cost (Notes 1 and 3): Buildings and improvements ........................................................ $30,867,736 $30,326,774 Improvements to leased property ................................................... 8,215,035 8,193,410 Fixtures and equipment ............................................................ 483,208 470,026 Land .............................................................................. 4,008,835 4,008,835 Other ............................................................................. 167,223 161,108 Construction in progress .......................................................... 384,133 -- ----------- ----------- 44,126,170 43,160,153 Less accumulated depreciation and amortization .................................... 18,840,235 18,018,305 ----------- ----------- Property and equipment--net ................................................... 25,285,935 25,141,848 ----------- ----------- Current Assets: Cash and cash equivalents ......................................................... 490,315 602,289 Marketable securities--other investments (Notes 1, 2 and 9) ....................... 2,799,712 4,796,778 Receivables ....................................................................... 244,992 373,003 Deferred income taxes ............................................................. 27,000 40,000 Prepaid expenses .................................................................. 1,121,694 1,162,619 Income taxes refundable ........................................................... -- 22,005 ----------- ----------- Total current assets .......................................................... 4,683,713 6,996,694 ----------- ----------- Other Assets: Deferred charges (Note 1) ......................................................... 2,329,140 2,221,671 Less accumulated amortization ..................................................... 913,311 786,180 ----------- ----------- Net ........................................................................... 1,415,829 1,435,491 Security deposits ................................................................. 458,641 258,136 Unbilled receivables (Note 1) ..................................................... 4,026,435 3,321,939 Receivables (Note 7) .............................................................. 109,687 135,898 Marketable securities--other investments (Notes 1, 2 and 9) ....................... 164,063 -- ----------- ----------- Total other assets ............................................................ 6,174,655 5,151,464 ----------- ----------- TOTAL ASSETS .................................................................. $36,144,303 $37,290,006 =========== ===========
See Notes to Consolidated Financial Statements. 4 Liabilities and Shareholders' Equity
1995 1994 - --------------------------------------------------------------------------------------------------------------------- Long-Term Debt: Mortgages payable (Note 3) ...................................................... $ 5,954,306 $ 6,359,119 Other (Note 4) .................................................................. 677,597 672,038 ----------- ----------- Total long-term debt ........................................................ 6,631,903 7,031,157 ----------- ----------- Deferred Income Taxes ............................................................. 14,000 254,000 ----------- ----------- Current Liabilities: Payable to securities broker (Note 9) ........................................... 1,225,100 1,123,513 Accounts payable ................................................................ 64,744 91,530 Payroll and other accrued liabilities (Note 8) .................................. 487,956 565,844 Income taxes payable ............................................................ 18,588 -- Other taxes payable ............................................................. 4,081 3,648 Current portion of long-term debt--mortgages payable (Note 3) ................... 404,813 583,167 ----------- ----------- Total current liabilities ................................................... 2,205,282 2,367,702 ----------- ----------- Total liabilities ........................................................... 8,851,185 9,652,859 ----------- ----------- Shareholders' Equity: Common stock, par value $1 each share (shares--5,000,000 authorized; 2,178,297 issued) ................................................. 2,178,297 2,178,297 Capital surplus ................................................................. 3,346,245 3,346,245 Unrealized gain on available for sale securities (Note 2) ....................... 28,010 -- Retained earnings ............................................................... 22,024,806 22,396,845 ----------- ----------- 27,577,358 27,921,387 Less common stock held in treasury, at cost-- 41,900 shares at 1995 and 1994 ................................................. 284,240 284,240 ----------- ----------- Total shareholders' equity .................................................. 27,293,118 27,637,147 ----------- ----------- Commitments and Contingencies (Note 15) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................................. $36,144,303 $37,290,006 =========== ===========
5 J.W. MAYS, INC. Consolidated Statements of Operations and Retained Earnings
Years Ended July 31, ----------------------------------------------- 1995 1994 1993 - ---------------------------------------------------------------------------------------------------------------------- Revenues Rental income ................................................... $ 8,330,182 $ 9,522,528 $10,029,444 Gain on sale of property and equipment .......................... -- -- 1,268 Gain on condemnation award ...................................... -- -- 639,048 ----------- ----------- ----------- Total revenues ............................................. 8,330,182 9,522,528 10,669,760 ----------- ----------- ----------- Expenses Real estate operating expenses .................................. 5,580,161 5,611,835 5,508,540 Administrative and general expenses ............................. 2,157,610 2,840,030 2,074,774 Depreciation and amortization ................................... 838,063 822,727 748,314 ----------- ----------- ----------- Total expenses ............................................. 8,575,834 9,274,592 8,331,628 ----------- ----------- ----------- Income (loss) from operations before investment income, interest expense and income taxes ............................... (245,652) 247,936 2,338,132 ----------- ----------- ----------- Investment income and interest expense Investment income ............................................... 366,911 384,545 562,447 Interest expense ................................................ 641,067 596,947 564,649 ----------- ----------- ----------- (274,156) (212,402) (2,202) ----------- ----------- ----------- Income (loss) from operations before income taxes ................. (519,808) 35,534 2,335,930 Income taxes (benefit) ............................................ (126,000) 68,000 872,000 ----------- ----------- ----------- Income (loss) from operations before cumulative effect of changes in accounting principles and extraordinary item ...... (393,808) (32,466) 1,463,930 Cumulative effect of changes in accounting principles: Accounting for certain investments in debt and equity securities ............................................. 21,769 -- -- Accounting for income taxes ..................................... -- (275,000) -- Extraordinary item--utilization of net operating loss carryforward .................................................... -- -- 709,000 ----------- ----------- ----------- Net income (loss) ................................................. (372,039) (307,466) 2,172,930 Retained earnings, beginning of year .............................. 22,396,845 22,704,311 20,531,381 ----------- ----------- ----------- Retained earnings, end of year .................................... $22,024,806 $22,396,845 $22,704,311 =========== =========== =========== Income (loss) per common share: Income (loss) from operations ................................... $ (.18) $ (.02) $ .67 Cumulative effect of change in accounting principles: Accounting for certain investments in debt and equity securities ........................................... .01 -- -- Accounting for income taxes ................................... -- (.13) -- Extraordinary item--utilization of net operating loss carryforward ............................................. -- -- .33 ----------- ----------- ----------- Net income (loss) per common share ......................... $ (.17) $ (.15) $ 1.00 =========== =========== =========== Dividends per share ............................................... -- -- -- =========== =========== =========== Average common shares outstanding ................................. 2,136,397 2,137,440 2,171,124 =========== =========== ===========
See Notes to Consolidated Financial Statements. 6 J.W. MAYS, INC. Consolidated Statements of Cash Flows
Years Ended July 31, --------------------------------------------- 1995 1994 1993 - ---------------------------------------------------------------------------------------------------------------------- Cash Flows From Operating Activities Income (loss) from continuing operations ........................... $ (393,808) $ (32,466) $1,463,930 Extraordinary item--utilization of net operating loss carryforward ..................................................... -- -- 709,000 ---------- ---------- ---------- Net income (loss) .................................................. (393,808) (32,466) 2,172,930 Adjustments to reconcile net income (loss) to net cash provided from (used in) operating activities: Deferred income taxes .......................................... (251,000) (61,000) -- Amortization of premium on marketable debt securities ................................................... 2,171 4,986 8,440 Unrealized loss on marketable securities ....................... -- 31,769 -- Realized gain on marketable securities ......................... (13,643) (18,924) (5,437) Gain on sale of property and equipment ......................... -- -- (1,268) Depreciation and amortization .................................. 838,063 822,727 748,314 Amortization of deferred expenses .............................. 127,131 230,823 122,743 Other assets--deferred expenses ................................ (107,469) (231,767) (32,785) --security deposits ................................ (200,505) (57,762) 3,174 --unbilled receivables ............................. (704,496) (7,204) (614,561) --receivables ...................................... 26,211 (135,898) -- Changes in: Receivables ...................................................... 128,011 (10,153) 225,575 Prepaid expenses ................................................. 40,925 21,497 (4,739) Income taxes refundable .......................................... 22,005 (22,005) -- Accounts payable ................................................. (26,786) (36,511) 84,396 Payroll and other accrued liabilities ............................ (77,888) (60,250) (161,227) Income taxes payable ............................................. 18,588 (29,898) 23,285 Other taxes payable .............................................. 433 364 244 ---------- ---------- ---------- Net cash provided (used) by operating activities ....... (572,057) 408,328 2,569,084 ---------- ---------- ---------- Cash Flows From Investing Activities Acquisition of property and equipment .............................. (982,150) (1,719,703) (5,655,581) Marketable securities--other investments: Receipts from sales or maturities ................................ 2,333,962 699,798 2,952,818 Payments for purchases ........................................... (415,708) (760,503) (1,652,982) Proceeds from sale of property and equipment ......................... -- -- 7,000 ---------- ---------- ---------- Net cash provided (used) by investing activities ....... 936,104 (1,780,408) (4,348,745) ---------- ---------- ---------- Cash Flows From Financing Activities Borrowings--securities broker ...................................... 2,697,663 2,551,633 4,271,031 Payments--securities broker ........................................ (2,596,076) (3,819,903) (1,879,248) Increase (reduction) of mortgage debt--short-term .................. (178,354) 389,102 18,176 --long-term ................... (399,254) 2,048,556 (190,004) Purchase of treasury stock ......................................... -- (83,300) (200,940) ---------- ---------- ---------- Net cash provided (used) by financing activities ....... (476,021) 1,086,088 2,019,015 ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents ............... (111,974) (285,992) 239,354 Cash and cash equivalents at beginning of year ..................... 602,289 888,281 648,927 ---------- ---------- ---------- Cash and cash equivalents at end of year ........................... $ 490,315 $ 602,289 $ 888,281 ========== ========== ==========
See Notes to Consolidated Financial Statements. 7 J.W. MAYS, INC. Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- 1. Summary of significant accounting policies: CONSOLIDATION: The consolidated financial statements include the accounts of the Company and its subsidiaries, which are wholly owned. Material intercompany items have been eliminated in consolidation. RENTAL INCOME: All of the real estate owned by the Company is held for leasing to tenants except for a small portion used for Company offices. Rent is to be 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 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. MARKETABLE SECURITIES--OTHER INVESTMENTS: Effective August 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("FAS 115"). FAS 115 requires certain securities to be categorized as either trading, available for sale or held to maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available for sale securities are carried at fair value with unrealized gains and losses recorded as a separate component of shareholders' equity. Held to maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining balance method. Amortization of improvements to leased property is calculated over the shorter of the life of the lease or the estimated useful life of the improvements. Lives used to determine depreciation and amortization are generally as follows: Building and improvements ................................. 18-40 years Improvements to leased property ........................... 3-40 years Fixtures and equipment .................................... 7-12 years Other ..................................................... 3-5 years Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized. 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. 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 using the straight-line method. INCOME TAXES: Effective August 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"). The adoption of FAS 109 changes the Company's method of accounting for income taxes from the deferred method previously used under APB Opinion No. 11 to an asset and liability approach. This approach requires the recognition of deferred tax assets and liabilities with respect to the expected future tax consequences of events that have been recognized in the Company's financial statements and income tax returns. As permitted by FAS 109, the Company has elected not to restate prior years' consolidated financial statements. INCOME (LOSS) PER SHARE OF COMMON STOCK: Income (loss) per share has been computed by dividing net income or loss for the year by the weighted average number of shares of common stock outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income or (loss) per share were 2,136,397 in fiscal 1995, 2,137,440 in fiscal 1994 and 2,171,124 in fiscal 1993. 8 - -------------------------------------------------------------------------------- 2. Marketable Securities -- Other Investments: As of July 31, 1995, the Company's marketable securities were classified as follows:
Gross Gross Unrealized Unrealized Fair Cost Gains Losses Value ---------- ---------- ---------- ---------- Current: Available for sale Equity securities ............................ $2,531,940 $42,010 $ -- $2,573,950 Certificate of deposit ....................... 25,804 -- -- 25,804 ---------- ------- ---- ---------- Total ...................................... $2,557,744 $42,010 $ -- $2,599,754 Held to maturity: Corporate debt securities due within one year ............................ 199,958 3,372 -- 203,330 ---------- ------- ---- ---------- Total current ............................ $2,757,702 $45,382 $ -- $2,803,084 ========== ======= ==== ========== Noncurrent: Held to maturity: Corporate debt securities .................. $ 164,063 $ 4,210 $ -- $ 168,273 ========== ======= ==== ==========
At July 31, 1994, marketable securities consisted of $120,010 of certificates of deposit, $2,387,548 of debt securities and $2,289,220 of equity securities, and the aggregate cost of debt and equity securities exceeded the aggregate market value by $31,769. Effective August 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("FAS 115"). The impact of adopting FAS 115 was to increase shareholders' equity, net of taxes, by $28,010 at July 31, 1995 representing unrealized gain on available for sale securities, net of taxes. Gains from sales of available for sale securities were $13,643. The cost of marketable securities sold is determined by the specific identification method. Investment income consists of the following: 1995 1994 1993 -------- -------- -------- Interest income .......................... $157,788 $239,951 $454,359 Dividend income .......................... 195,480 157,439 102,651 Gain on sale of securities ............... 13,643 18,924 5,437 Unrealized loss on marketable securities . -- (31,769) -- -------- -------- -------- Total .................................. $366,911 $384,545 $562,447 ======== ======== ======== 9 - -------------------------------------------------------------------------------- 3. Long-Term Debt--Mortgages Payable:
July 31, 1995 July 31, 1994 Current ---------------------- ------------------------ Annual Final Due Due Due Due Interest Payment Within After Within After Rate Date One Year One Year One Year One Year --------- -------- -------- ---------- -------- ---------- Jowein Building, Brooklyn, N.Y. .... (a) 10 % 3/31/98 $ 53,513 $ 921,524 $ 48,480 $ 975,037 Fishkill, New York Property ........ (b) 9 % 11/01/99 99,333 2,670,079 299,802 2,769,413 Circleville, Ohio Property ......... (c) 7 % 9/30/02 245,053 2,153,714 228,532 2,398,767 Other .............................. 81/2% 5/01/01 6,914 208,989 6,353 215,902 -------- ---------- -------- ---------- Total .......................... $404,813 $5,954,306 $583,167 $6,359,119 ======== ========== ======== ==========
(a) Mortgage is held by an affiliated corporation owned by members, including certain directors of the Company, of the family of the late Joe Weinstein, former Chairman of the Board of Directors. Interest and amortization of principal are paid quarterly. The mortgage was due to mature on March 31, 1996. On September 6, 1995 the maturity date of the mortgage was extended to March 31, 1998. The interest rate of 10% will continue until March 31, 1996 and from April 1, 1996 the interest rate will be established at a bank's prevailing rate as at March 31, 1996. During the renewal period there will be no change in the constant quarterly payments of interest and principal in the amount of $37,263. (b) On October 28, 1994, the existing first mortgage loan balance on the Fishkill property was paid down by a $200,000 payment and the due date of the mortgage loan was extended for a period of five years from November 1, 1994. The annual interest rate was reduced from 10% to 9% and the principal and interest payments are to be made in constant monthly amounts based upon a fifteen year payout period. (c) The mortgage loan, which is self-amortizing, matures September 30, 2002. The loan is payable at an annual interest rate of 7%. Under the terms of the loan, constant monthly payments, including interest and principal, commenced April 1, 1994 in the amount of $33,767, until October 1, 1997, at which time the monthly payments of interest and principal increase to $36,540. Maturities of long-term debt--mortgages payable, outstanding at July 31, 1995, are as follows: Years ending July 31, 1996 (included in current liabilities), $404,813; 1997, $438,013; 1998, $1,299,721; 1999, $477,461; 2000, $514,917, and thereafter, $3,224,194. 4. Long-Term Debt--Other: Long-Term debt--Other consists of the following:
1995 1994 -------- -------- Deferred compensation .............................................. $520,000* $520,000* Lease security deposits ............................................ 157,597** 152,038** -------- -------- Total .......................................................... $677,597 $672,038 ======== ========
Maturities of long-term debt--other, outstanding at July 31, 1995, are as follows: Years ending July 31, 1996, $711; 1997, $60,667; 1998, $104,000; 1999, $111,752; 2000, $201,555 and thereafter, $198,912. - ------------- * In fiscal 1964 the Company entered into a deferred compensation agreement with its then Chairman of the Board. This agreement, as amended, provides for the $520,000 to be paid in monthly installments of $8,666.67 for a period of 60 months, payable upon the expiration of his employment, retirement or permanent disability as defined in the agreement, or death. ** Does not include two irrevocable letters of credit totaling $370,000 provided by two tenants as lease security deposits. 10 5. Income Taxes: Effective August 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109--Accounting for Income Taxes ("FAS 109"). The adoption of FAS 109 resulted in a cumulative adjustment which decreased the earnings for the fiscal 1994 first quarter and the year ended July 31, 1994 by $275,000. Significant components of the Company's deferred tax assets and liabilities as of July 31, 1995 and 1994, are a result of temporary differences related to the items described as follows:
1995 1994 ------------------------------- ----------------------------- Deferred Deferred Deferred Deferred Tax Assets Tax Liabilities Tax Assets Tax Liabilities ----------- --------------- ----------- --------------- Net operating loss carryforward ...................... $1,994,301 $ -- $1,520,001 $ -- Alternative minimum tax credit carryforward .......... 246,369 -- 246,369 -- Investment tax credit carryforward ................... 117,098 -- 169,698 -- Deferred compensation not currently deductible ....... 176,800 -- 176,800 -- Rental income received in advance .................... 18,274 -- 23,354 -- Unrealized losses on marketable securities ........... -- -- 10,801 -- Bad debts ............................................ 44,138 -- 29,461 -- Unbilled receivables ................................. -- 1,368,988 -- 1,129,459 Property and equipment ............................... -- 1,093,241 -- 1,096,609 Unrealized gain on available for sale securities ..... -- 14,000 -- -- Other ................................................ 10,118 771 6,214 932 ---------- ---------- ---------- ---------- 2,607,098 2,477,000 2,182,698 2,227,000 Valuation allowance .................................. 117,098 -- 169,698 -- ---------- ---------- ---------- ---------- $2,490,000 $2,477,000 $2,013,000 $2,227,000 ========== ========== ========== ==========
The Company has determined, based on its history of operating earnings and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the deferred tax assets at July 31, 1995, except for investment tax credit carryforwards, for which a 100% valuation allowance has been provided. Income taxes provided (benefit) in fiscal 1995, 1994 and 1993 consisted of:
1995 1994 1993 --------- -------- -------- Current: Federal ........................................ $ -- $ -- $ 24,000 State and City ................................. 125,000 129,000 139,000 Deferred taxes ................................... (251,000) (61,000) -- Charge equivalent to the income tax benefit of operating loss carryforward utilized ........ -- -- 709,000 --------- -------- -------- Total provision or (benefit) ................. $(126,000) $ 68,000 $872,000 ========= ======== ========
Components of the deferred tax provision (benefit) for the years ended July 31, 1995 and 1994 are as follows: 1995 1994 --------- --------- Excess of book depreciation over tax depreciation .. $ (3,000) $ (4,000) Reduction of rental income received in advance ..... 5,000 46,000 Increase in unbilled receivables ................... 240,000 2,000 Unrealized gain (loss) on marketable securities .... 14,000 (11,000) Net operating loss carryforwards ................... (474,000) (59,000) Bad debts .......................................... (15,000) (29,000) Other .............................................. (18,000) (6,000) --------- --------- $(251,000) $(61,000) ========= ========= 11 - -------------------------------------------------------------------------------- Taxes provided (benefit) for the years ended July 31, 1995, 1994 and 1993 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income (loss), as follows: 1995 1994 1993 --------- -------- ---------- Income (loss) from operations before income taxes ...................... $(519,808) $ 35,534 $2,335,930 Dividends received deduction ....... (96,442) (79,702) (71,856) Other-net .......................... 3,015 (5,832) 30,044 --------- -------- ---------- Adjusted pre-tax income (loss) ..... $(613,235) $(50,000) $2,294,118 Statutory rate ..................... 34% 34% 34% --------- -------- ---------- Income tax provision (benefit) at statutory rate .................... $(208,500) $(17,000) $ 780,000 State and City income taxes, net of federal income tax benefit ........ 82,500 85,000 92,000 --------- -------- ---------- Income taxes provided (benefit) .... $(126,000) $ 68,000 $ 872,000 ========= ======== ========== As a result of the Tax Reform Act of 1986, a separate parallel tax system, Alternative Minimum Tax ("AMT"), was created. AMT is calculated separately from the regular Federal income tax and is based on a flat rate applied to a base which is broader than the regular tax base. The higher of the two taxes is paid. The excess of the AMT over regular tax is a tax credit, which can be carried forward indefinitely to reduce regular tax liabilities of future years. The Company was subject to AMT in 1993 and 1989 in the amounts of $23,000 and $230,000, respectively. At July 31, 1995, the Company had tax net operating loss carryforwards of $5,865,000 available to offset future regular taxable income. Of this amount $1,210,000 is available until the year 2003, $2,057,000 until 2005, $1,028,000 until 2006, $175,000 until 2009 and $1,395,000 in 2010. Although the Tax Reform Act of 1986 eliminated investment tax credit for non-transitional property placed in service after December 31, 1985, the Company has investment tax credit carryforwards of $117,000 that expire as follows: $75,000 in 1996, $15,000 in 1997, $2,000 in 1998, $16,000 in 1999 and $9,000 in 2000. 6. Leases: The Company's real estate operations encompass both owned and leased properties. The current leases on leased property, most of which have options to extend the term, range from 2 years to 21 years. Certain of the leases provide for additional rentals under certain circumstances and obligate the Company for payments of real estate taxes and other expenses. Rental expense for non-capitalized real and personal property for the three fiscal years ended July 31, 1995 was exceeded by sublease rental income, as follows: 1995 1994 1993 ---------- ---------- ---------- Minimum rental expense ......... $1,133,896 $1,113,872 $1,108,779 Contingent rental expense ...... 1,278,773 1,267,918 1,246,677 ---------- ---------- ---------- 2,412,669 2,381,790 2,355,456 Sublease rental income ......... 3,540,588 3,934,133 3,975,350 ---------- ---------- ---------- Excess ..................... $1,127,919 $1,552,343 $1,619,894 ========== ========== ========== Rent payments for operating leases include $141,300 for fiscal 1995 and $121,800 for each of the fiscal years 1994 and 1993, representing rentals with affiliated companies. 12 - -------------------------------------------------------------------------------- Future minimum non-cancellable rental commitments for operating leases with initial or remaining terms of one year or more are payable as follows: Fiscal Operating Year Leases ------ ----------- 1996 .................................................... $ 1,143,340 1997 .................................................... 1,143,340 1998 .................................................... 1,143,340 1999 .................................................... 1,143,340 2000 .................................................... 1,143,340 After 2000 .............................................. 9,750,547 ----------- Total required* ..................................... $15,467,247 =========== * Minimum payments have not been reduced by minimum sublease rentals of $38,725,499 under operating leases due in the future under non-cancellable leases. 7. Rental Income: Rental income from Company owned property includes $385,720 per annum for the year 1995 and $415,934 for the years 1994 and 1993 representing rentals from an affiliated company. Amounts due from the affiliated Company included in unbilled receivables and noncurrent receivables are as follows:
July 31, ------------------------------------ 1995 1994 1993 ---------- ---------- ---------- Unbilled receivables ................................................................ $ 999,344 $1,025,578 $1,068,082 Receivables-noncurrent .............................................................. 109,687 109,687 -- -current ................................................................. -- -- 42,656 ---------- ---------- ---------- Total ........................................................................... $1,109,031 $1,135,265 $1,110,738 ========== ========== ==========
Rental income for the years 1995, 1994 and 1993 is as follows:
July 31, -------------------------------------- 1995 1994 1993 ---------- ---------- ----------- Minimum rentals Company owned property ......................................................... $4,254,489 $4,816,853 $ 5,124,152 Operating leases ............................................................... 2,955,906 3,265,820 3,258,051 ---------- ---------- ----------- 7,210,395 8,082,673 8,382,203 ---------- ---------- ----------- Contingent rentals Company owned property ......................................................... 535,105 771,542 929,941 Operating leases ............................................................... 584,682 668,313 717,300 ---------- ---------- ----------- 1,119,787 1,439,855 1,647,241 ---------- ---------- ----------- Total ........................................................................ $8,330,182 $9,522,528 $10,029,444 ========== ========== ===========
Future minimum non-cancellable rental income for leases with initial or remaining terms of one year or more is as follows:
Fiscal Company Operating Year Owned Property Leases Total ---- -------------- ----------- ----------- 1996 .......................................... $ 4,670,942 $ 3,461,787 $ 8,132,729 1997 .......................................... 4,466,624 3,338,597 7,805,221 1998 .......................................... 4,084,051 2,956,025 7,040,076 1999 .......................................... 3,938,209 2,837,077 6,775,286 2000 .......................................... 3,828,159 2,835,337 6,663,496 After 2000 .................................... 27,711,816 23,296,676 51,008,492 ----------- ----------- ----------- Total ..................................... $48,699,801 $38,725,499 $87,425,300 =========== =========== ===========
13 - -------------------------------------------------------------------------------- 8. Payroll and other accrued liabilities: Payroll and other accrued liabilities consist of the following: 1995 1994 -------- -------- Payroll ................................ $114,290 $102,119 Interest ............................... 98,031 104,312 Professional fees ...................... 86,996 120,032 Rents received in advance .............. 53,749 68,688 Utilities .............................. 83,036 68,051 Insurance premiums ..................... 5,304 465 Construction costs ..................... 2,025 66,220 Other .................................. 44,525 35,957 -------- -------- Total ............................. $487,956 $565,844 ======== ======== 9. Payable to Securities Broker: The Company borrowed funds, payable on demand, from a securities broker. The loan balance at July 31, 1995 in the amount of $1,225,100, secured by the Company's marketable securities, accrues interest, which at July 31, 1995, was at the annual rate of 81 1/4%. 10. Employees' Retirement Plan: The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its employees. Operations were charged $137,474, $125,750, and $71,288 as contributions to the Plan for fiscal 1995, 1994 and 1993, respectively. 11. Financial instruments and credit risk concentrations: Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities--other investments, cash equivalents and receivables. Marketable securities--other investments and cash equivalents are placed with high credit quality financial institutions and instruments to minimize risk. The Company derives rental income from twenty-three tenants, of which three tenants each accounted for more than 10% of rental income during the year end as of July 31, 1995. The City of New York is one of the three tenants and the other two tenants are 510 Fulton Street Realty Association and its related 168-21 Jamaica Avenue Store Corporation, the owners of which are long established in business. McCrory Stores Corporation ("McCrory"), which occupied space in the Fulton Mall in downtown Brooklyn, New York, and whose lease extended to April 29, 2010 and accounted for approximately 14% of the 1993 annual rental income of the Company, filed for Chapter 11 bankruptcy protection from creditors on February 26, 1992. McCrory made application to the United States Bankruptcy Court for authorization to reject the lease agreement, as amended, between the Company, as landlord, and McCrory, as tenant, effective as of January 31, 1994. The United States Bankruptcy Court authorized McCrory to reject such lease agreement effective January 31, 1994 by order signed on January 21, 1994. The Company has filed a Proof of Claim with the United States Bankruptcy Court, Southern District of New York in the total amount of $7,753,732 which amount includes $7,667,082 for damages arising from the rejection of the lease and $86,650 for pre-petition rental obligations. The Company has not included this claim in its financial statements due to the uncertainty of the ultimate court determined amount. McCrory has not as yet filed a Plan of Reorganization with the Bankruptcy Court. The Company has leased 50,000 square feet of the 99,000 square feet of space surrendered by McCrory. Jamesway Corporation, which occupies retail space in the Fishkill, New York property and accounts for approximately 6% of the annual rental income of the Company, filed for Chapter 11 bankruptcy protection from creditors on July 19, 1993. On December 22, 1993, conditioned upon Jamesway not rejecting the lease, the Company granted Jamesway a $250,000 cumulative reduction of the fixed rent for the period between February 1, 1994 and January 31, 1997. On December 8, 1994, as an additional inducement for Jamesway to assume the lease, the lease was further modified by reducing the original expiration date of the lease from January 31, 2009 to January 31, 2005, granting Jamesway a four-year option period to expire January 31, 2009 at an increased rental during such extension period and requiring the payment of the amount of $26,211 to cure its monetary 14 - -------------------------------------------------------------------------------- default. On December 29, 1994 an order was signed by the Judge of the United States Bankruptcy Court, Southern District of New York approving the assumption of the modified lease by Jamesway and ordering Jamesway to cure its monetary default in the amount of $26,211 by paying such amount in cash within ten (10) days from the entry of the Order. The amount has been paid. Jamesway emerged from bankruptcy on January 28, 1995. Of the $250,000 cumulative reduction in the fixed rent, Jamesway applied $75,000 through July 31, 1994, $125,000 for fiscal 1995 and the balance of $50,000 will be applied through January 31, 1997. The Company in 1991 changed its method of recognizing rental income revenues under lease arrangements to comply with the provisions of Statement of Financial Accounting Standards No. 13, "Accounting for Leases", and since 1991 includes scheduled minimum lease payments in income on a straight-line basis. Consequently, of the above $250,000 cumulative reduction in the fixed rent, $53,192 has been reflected as a reduction of rental income through July 31, 1994, $23,022 has been reflected for the fiscal year ended July 31, 1995 and the balance of $173,786 will be reflected as a reduction of rental income thereafter. The lease with IBM, a tenant in Fishkill, New York, expired on March 31, 1994. The IBM lease previously accounted for approximately 8% of the annual rental income of the Company. The Company has leased 25,000 square feet of the 100,000 square feet of space vacated 12. 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. Supplemental disclosure: Years Ended July 31, ------------------------------------ 1995 1994 1993 -------- -------- -------- Interest paid ................ $647,348 $623,222 $567,236 Income taxes paid ............ $ 84,407 $180,903 $139,715 13. Financial Accounting Standards No. 121: In May 1995, the Financial Accounting Standards Board issued Statement of Financial Standards No. 121 ("FAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", effective for fiscal years beginning after December 15, 1995. FAS 121 requires the recognition of an impairment loss related to long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes that the adoption of the new accounting standard will not have any effect on the consolidated financial statements. 14. Settlement of Condemnation of Company Property: The City of New York (the "City"), by condemnation for the Metro Tech Urban Renewal Area, took title in fiscal year 1989 to the Company's garage at 160 Duffield Street, its warehouse at 366-372 Gold Street, its vacant lot at 185-87 Duffield Street and its parking lot at 125 Willoughby Street, all in Brooklyn. The Company contested as inadequate the amounts received from the City as consideration for the properties. In the quarter ended January 31, 1993, a settlement was reached with the City and accepted by the Court which increased the amount of the award from $2,862,000 to $3,600,000, plus interest at the rate of 6% per annum from the date that the City took title to each of the properties to the date of payment. The pre-tax gain, less applicable expenses, of $639,048 on the additional award plus interest income of $116,365, had been reflected in the 1993 Consolidated Financial Statements. 15 - -------------------------------------------------------------------------------- 15. Commitments and Contingencies: There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Consolidated Financial Statements. The construction in progress relating to the Jowein Building will be completed in October 1995 at an additional cost of approximately $800,000 using the proceeds of the loan facility discussed in Note 16 to the Consolidated Financial Statements. 16. Subsequent Events: (a) On August 17, 1995 the Company entered into an agreement with a bank wherein the bank approved a $1,500,000 loan facility for the Company to use to fund building construction/renovation costs to accommodate tenants under lease. The overall term of the facility is five years with a one year line of credit, to be taken down as needed. The initial twelve month period is to be on an interest only basis, payable monthly, with the principal balance outstanding to be converted to a four year fully amortizing term loan, payable with monthly payments to be first applied to the payment of interest, and second, to the payment of the principal indebtedness. The interest rate for advances under the line and the term loan will be the bank's prime rate of interest on a floating basis. The leases between the Company and two of its tenants in the Brooklyn (Jowein Building) renovated area have been assigned to the bank as collateral for the loan. There is no prepayment penalty for early payoff of the loan. The Company has taken down $400,000 as of the date of this report. (b) Jamesway Corporation, which occupies retail space in the Fishkill, New York property and is expected to account for approximately 5.2% of the annual rental income of the Company for the fiscal year ending July 31, 1996, filed for Chapter 11 bankruptcy protection from creditors on October 18, 1995. Jamesway has not expressed its intentions relating to such property and the Company is unable to determine the effect, if any, of such filing on its operations. - -------------------------------------------------------------------------------- Report of Independent Accountants The Board of Directors J.W. MAYS, INC. We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and its subsidiaries as of July 31, 1995 and 1994 and the related consolidated statements of operations and retained earnings, and cash flows for each of the years in the three-year period ended July 31, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J.W. Mays, Inc. and its subsidiaries as at July 31, 1995 and 1994 and the results of their operations and their cash flows for each of the years in the three-year period ended July 31, 1995, in conformity with generally accepted accounting principles. As described in Note 1 to the consolidated financial statements, on August 1, 1994, the Company changed its method of accounting for marketable securities--other investments, and on August 1, 1993, the Company changed its method of accounting for income taxes. LIPSKY, GOODKIN & CO., P.C. New York, New York October 12, 1995 (except with respect to the matter discussed in Note 16(b), as to which the date is October 20, 1995) 16 J.W. MAYS, INC. Five Year Summary of Consolidated Operations (dollars in thousands except per share data)
Years Ended July 31, -------------------------------------------------------------------- 1995 1994 1993 1992 1991 - ---------------------------------------------------------------------------------------------------------------------------- Revenues Rental income ..................................... $ 8,330 $ 9,523 $ 10,030 $ 9,299 $ 8,178 Gain on sale of property and equipment ............ -- -- 1 -- 3 Gain on condemnation award ........................ -- -- 639 -- -- ---------- ---------- --------- ---------- --------- Total revenues .............................. 8,330 9,523 10,670 9,299 8,181 ---------- ---------- --------- ---------- --------- Expenses Real estate operating expenses .................... 5,580 5,612 5,509 5,311 5,407 Administrative and general expenses ............... 2,158 2,840 2,075 2,105 2,310 Depreciation and amortization ..................... 838 823 748 669 592 ---------- ---------- --------- ---------- --------- Total expenses .............................. 8,576 9,275 8,332 8,085 8,309 ---------- ---------- --------- ---------- --------- Income (loss) from continuing operations before investment income, interest expense and income taxes ...................................... (246) 248 2,338 1,214 (128) ---------- ---------- --------- ---------- --------- Investment income and interest expense Investment income ................................. 367 385 562 678 825 Interest expense .................................. 641 597 564 471 482 ---------- ---------- --------- ---------- --------- (274) (212) (2) 207 343 ---------- ---------- --------- ---------- --------- Income (loss) from continuing operations before income taxes ...................................... (520) 36 2,336 1,421 215 Income taxes (benefit) .............................. (126) 68 872 565 120 ---------- ---------- --------- ---------- --------- Income (loss) from continuing operations ............ (394) (32) 1,464 856 95 ---------- ---------- --------- ---------- --------- Discontinued Operations (Loss) from disposal of retail segment--net of taxes ........................................ -- -- -- (47) (319) ---------- ---------- --------- ---------- --------- Total (loss) from discontinued operations ... -- -- -- (47) (319) ---------- ---------- --------- ---------- --------- Income (loss) from operations before extraordinary item and cumulative effect of changes in accounting principles ............................. (394) (32) 1,464 809 (224) Accounting for certain investments in debt and equity securities ......................... 22 -- -- -- -- Accounting for income taxes ..................... -- (275) -- -- -- Extraordinary Item--utilization of net operating loss carryforward ................................. -- -- 709 416 -- --------- --------- --------- --------- ---------- Net Income (loss) ................................... $ (372) $ (307) $ 2,173 $ 1,225 $ (224) ========= ========= ========= ========= ========== Income (loss) per common share Income (loss) from continuing operations .......... $ (.18) $ (.02) $ .67 $ .39 $ .04 (Loss) from discontinued operations -- -- -- (.02) (.14) Cumulative effect of change in accounting principles: Accounting for certain investments in debt and equity securities ........................... .01 -- -- -- -- Accounting for income taxes ....................... -- (.13) -- -- -- Extraordinary item--utilization of net operating loss carryforward -- -- .33 .19 -- --------- --------- --------- --------- ---------- Net income (loss) per common share ............ $ (.17) $ (.15) $ 1.00 $ .56 $ (.10) ========= ========= ========= ========= ========== Dividends per share ................................. -- -- -- -- -- ========= ========= ========= ========= ========== Average common shares outstanding ................... 2,136,397 2,137,440 2,171,124 2,178,297 2,178,297 ========= ========= ========= ========= ==========
See Notes to Consolidated Financial Statements 17 J.W. MAYS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Fiscal 1995 Compared to Fiscal 1994 Operations for the fiscal year ended July 31, 1995 resulted in an after tax net loss of $393,808, or $.18 per share, compared to an after tax net loss of $32,466, or $.02 per share, after the write-off of a bad debt amounting to $708,673, discussed below, in the 1994 fiscal year. The excess of the scheduled rental income of McCrory, recognized on a straight-line basis over rental income reported through January 31, 1994, the effective date of McCrory's rejection of its lease, amounted to $622,023 which, together with the pre-petition claim of $86,650, were written off as a bad debt and reported as an administrative expense in fiscal 1994. In the twelve months ended July 31, 1995, the Company reported an overall net loss in the amount of $372,039, or $.17 per share, after the cumulative effect (an increase of income) of a change in accounting for certain investments in debt and equity securities, in the amount of $21,769, or $.01 per share. There was no comparable item in the 1994 fiscal year. The overall net loss for the 1994 twelve month period amounted to $307,466, or $.15 per share, after a charge for the cumulative effect of a change in accounting for income taxes of $275,000, or $.13 per share. There was no comparable item in the 1995 fiscal year. Rental income in the current year decreased to $8,330,182 from $9,522,528 in the 1994 twelve months, primarily due to the loss of two tenants and the concession of rent for another tenant (See Note 11 to the Consolidated Financial Statements), partially offset by rental income from a new tenant. Real estate operating expenses decreased to $5,580,161 in the current year from $5,611,835 in the 1994 twelve months principally due to decreased real estate taxes, maintenance costs, and fuel, partially offset by an increase in insurance expense and electricity. Administrative and general expenses decreased to $2,157,610 in the 1995 fiscal year from $2,840,030 in the 1994 twelve month period, principally due to the recording of the bad debt in 1994 discussed above, and a reduction of legal and professional expenses. Depreciation and amortization expense in the current year increased to $838,063 from $822,727 in the 1994 twelve month period because of additional improvements to property. Interest expense exceeded investment income by $274,156 in the current year and by $212,402 in the twelve months ended July 31, 1994 primarily due to the increased interest on the broker loan discussed in Note 9 to the Consolidated Financial Statements. Fiscal 1994 Compared to Fiscal 1993 For the twelve months ended July 31, 1994 the Company had a net loss of $307,466, or $.15 per share, consisting of a loss from operations of $32,466, or $.02 per share, and the cumulative effect of a change in accounting for income taxes of $275,000, or $.13 per share. The operating loss resulted after the write-off of a bad debt amounting to $708,673 referred to below. The Company reports scheduled rental income recognized on a straight-line basis rather than rental income as it becomes a receivable according to the provisions of the lease, in compliance with the provisions of Statement of Financial Accounting Standards No. 13, "Accounting for Leases". The excess of the scheduled rental income of McCrory, recognized on a straight-line basis over rental income reported through January 31, 1994, the effective date of McCrory's rejection of its lease, amounted to $622,023, which, together with the pre-petition claim of $86,650 were written off and classified as a bad debt. In the comparable 1993 twelve month period, income from operations including a gain on a condemnation award, less applicable expenses, of $639,048 (See Note 14 to the Consolidated Financial Statements), amounted to $1,463,930, or $.67 per share, while the overall net income amounted to $2,172,930, or $1.00 per share, after an extraordinary credit of $709,000, or $.33 per share, arising from the utilization of a net operating loss carryforward. Rental income for the 1994 fiscal year decreased to $9,522,528 from $10,029,444 in the 1993 fiscal year, principally due to the loss of two tenants and a concession of rent for another tenant (See Note 11 to the Consolidated Financial Statements), partially offset by rental income from property purchased in December, 1992 in Ohio and a settlement of a claim against a tenant. 18 - -------------------------------------------------------------------------------- Real estate operating expenses increased by $103,295 principally due to an increase in insurance expense of $20,221, maintenance expense of $102,286, electricity of $26,903 and fuel, water and sewage of $20,179, partially offset by a decrease in real estate taxes of $39,579. Administrative and general expenses increased to $2,840,030 from $2,074,774 principally due to the bad debt of $708,673 discussed above, an increase in legal and professional expense of $44,270 which amount includes legal expenses incurred in settling a claim against a tenant which resulted in the additional rent received referred to above and pension expense of $48,336 partially offset by a write-off of a 1993 nonrecurring bad debt amounting to $22,285 relating to a tenant vacating certain premises. Investment income decreased to $384,545 from $562,447 in the earlier year, principally due to the use of funds to acquire the property in Circleville, Ohio on December 23, 1992, generally lower interest rates on investments and the use of funds for operations. The 1993 figures include interest income of $116,365 on the condemnation award discussed above. There is no comparable item in the 1994 year. Interest expense increased to $596,947 from $564,649 in 1993 because of the financing of the Ohio property described in Note 3(c) to the Consolidated Financial Statements, partially offset by a reduction of long-term debt. Liquidity and Capital Resources The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989. The leasing of 50,000 square feet of space in the Jowein Building located in the Fulton Mall in downtown Brooklyn, New York to two chain store tenants for retail space and the leasing of 25,000 square feet to the U.S. Post Office in Fishkill, New York will provide additional working capital for the Company. The term of the Brooklyn leases will commence in November, 1995 and the term of the Fishkill lease will commence in December, 1995. (See Note 11 to Consolidated Financial Statements). Negotiations are in progress to lease available office and retail space of approximately 645,000 square feet in the Company's buildings in Brooklyn, Jamaica and Fishkill, New York. The Company is confident that the rate at which space is leased will accelerate, resulting in an increase in rental income and improvement in cash flow and net income. On August 17, 1995 the Company entered into an agreement with a bank wherein the bank approved a $1,500,000 loan facility for the Company to use to fund building construction/renovation costs to accommodate tenants under lease. The Company has taken down $400,000 as of the date of this report. (See Note 16 to Consolidated Financial Statements). To further improve the Company's cash position, on October 28, 1994, the existing first mortgage loan balance on the Fishkill property was paid down by a $200,000 payment and the due date of the mortgage loan was extended for a period of five years to mature November 1, 1999. The annual interest rate was reduced from 10% to 9% and the principal payments are made in constant monthly amounts based upon a fifteen year payout period. The Company had working capital of $2,478,431 with a ratio of current assets to current liabilities of 2.1 to 1 at July 31, 1995. Management considers current working capital and borrowing capabilities adequate to cover the Company's planned operating and capital requirements. 19 J.W. MAYS, INC. - -------------------------------------------------------------------------------- Quarterly Financial Information (Unaudited) (dollars in thousands except per share data)
Three months ended ----------------------------------------------------------- Oct. 31, 1994 Jan. 31, 1995 Apr. 30, 1995 July 31, 1995 ------------- ------------- ------------- ------------- Revenues ..................................................... $2,071 $2,109 $2,097 $2,053 Revenues less expenses ....................................... (78) (60) (151) (231) (Loss) from operations ....................................... (57) (53) (111) (173) Cumulative effect of change in accounting for certain investments in debt and equity securities .......... 22 -- -- -- Net (loss) ................................................... (35) (53) (111) (173) (Loss) per common share: From operations ............................................ $ (.03) $ (.02) $ (.05) $ (.08) Cumulative effect of change in accounting for certain investments in debt and equity securities ........ .01 -- -- -- ------ ------ ------ ------ Net (loss) per common share ................................. $ (.02) $ (.02) $ (.05) $ (.08) ====== ====== ====== ======
Three months ended ----------------------------------------------------------- Oct. 31, 1993 Jan. 31, 1994 Apr. 30, 1994 July 31, 1994 ------------- ------------- ------------- ------------- Revenues ..................................................... $2,573 $2,515 $2,161 $2,274 Revenues less expenses ....................................... 477 (244) (126) (71) Income (loss) from operations ................................ 206 (120) (95) (23) Cumulative effect of change in accounting for income taxes ............................................... (275) -- -- -- Net (loss) ................................................... (69) (120) (95) (23) Income (loss) per common share: From operations ............................................ $ .10 $ (.06) $ (.04) $ (.02) Cumulative effect of change in accounting for income taxes ............................................. (.13) -- -- -- ------ ------ ------ ------ Net (loss) per common share ................................ $ (.03) $ (.06) $ (.04) $ (.02) ====== ====== ====== ======
- ------------------ Income (loss) per share is computed independently for each of the quarters presented, on the basis described in Note 1 to the Consolidated Financial Statements. Common Stock Prices and Dividends The Company's common stock trades on The Nasdaq Stock Market under the symbol: "Mays". Following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 1995 and 1994: Sales Price ----------------- Three months ended High Low - ------------------ ----- ----- October 31, 1994 ........................................... 7-3/8 6-3/4 January 31, 1995 ........................................... 7-1/2 6-1/2 April 30, 1995 ............................................. 7 5-1/2 July 31, 1995 .............................................. 7-1/2 5-1/2 October 31, 1993 ........................................... 7-1/4 5-1/2 January 31, 1994 ........................................... 7-1/2 6-1/4 April 30, 1994 ............................................. 7-1/4 6-1/4 July 31, 1994 .............................................. 7-3/4 6-1/2 The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years. On September 29, 1995, the Company had approximately 3,700 shareholders of record. 20 J.W. MAYS, INC.
- --------------------------------------------------------------------------------------- Officers Lloyd J. Shulman Co-Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer Alex Slobodin Executive Vice President and Treasurer Ward N. Lyke, Jr. Vice President--Management Information Services George Silva Vice President--Operations Salvatore Cappuzzo Secretary Mark Greenblatt Controller and Assistant Treasurer Board of Directors Frank J. Angell 1,2,3,5 Professor Emeritus, New York University College of Business and Public Administration Jack Schwartz 2,3,4,5 Private Consultant Lloyd J. Shulman 1,3,4,5 Co-Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer, J.W. Mays, Inc. Max L. Shulman 1,3,4,5 Co-Chairman of the Board, J.W. Mays, Inc. Sylvia W. Shulman Retired Fashion Director and Merchandiser of Boutique Shops, J.W. Mays, Inc. Lewis D. Siegel 2,3,5 Vice President, Smith Barney, Inc. Alex Slobodin 1,3 Executive Vice President and Treasurer, 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 Advisory Real Estate Committee 5 Member of Executive Compensation Committee Annual Report on Form 10-K The Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission for the fiscal year ended July 31, 1995, will be furnished without charge to shareholders upon written request to: Secretary, J.W. Mays, Inc., 9 Bond Street, Brooklyn, New York 11201. 21 C-3 EX-21 4 SUBSIDIARIES EXHIBIT 21 Subsidiaries of the Registrant The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report. Dutchess Mall Sewage Plant, Inc. (a New York corporation) J.W.M. Realty Corp. (an Ohio corporation) EX-27 5 J.W. MAYS, FDS
5 This schedule contains summary financial information extracted from the Annual Report for the year ended July 31, 1995 and is qualified in its entirety by reference to such Annual Report. 1 12-MOS JUL-31-1995 AUG-01-1994 JUL-31-1995 490,315 2,799,712 244,992 0 0 4,683,713 44,126,170 18,840,235 36,144,303 2,205,282 0 2,178,297 0 0 25,114,821 36,144,303 0 8,330,182 0 0 8,575,834 0 641,067 (519,808) (126,000) (393,808) 0 0 21,769 (372,039) (0.17) .00
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