FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2004
[ ] 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
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X . No .
Number of shares outstanding of the issuer's common stock as of the latest
practicable date.
Class Outstanding at June 9, 2004
Common Stock, $1 par value 2,015,780 shares
This report contains 20 pages.
-1-
J. W. MAYS, INC.
INDEX
Page No.
Part I - Financial Information:
Consolidated Balance Sheet 3
Consolidated Statement of Income
and Retained Earnings 4
Consolidated Statement of Comprehensive Income 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 10
Management's Discussion and Analysis of Results
of Operations and Financial Condition 11 - 14
Controls and Procedures 15
Part II - Other Information 16
Signatures 17
(31) Certifications Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
(31.1) - Chief Executive Officer 18
(31.2) - Chief Financial Officer 19
(32) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002;
18 U.S.C. Section 1350 20
-2-
J. W. MAYS, INC.
CONSOLIDATED BALANCE SHEET
April 30, July 31,
ASSETS 2004 2003
--------------------------------------------------------------- --------------- ---------------
(Unaudited) (Audited)
Property and Equipment - Net (Notes 6 and 7) $38,896,920 $33,482,384
------------- -------------
Current Assets:
Cash and cash equivalents 464,310 1,862,444
Marketable securities (Note 4) 45,326 45,111
Receivables (Note 9) 74,318 433,495
Deferred income taxes 89,000 116,000
Income taxes refundable - 210,382
Prepaid expenses 682,087 1,562,998
Security deposits 259,269 20,836
------------- -------------
Total current assets 1,614,310 4,251,266
------------- -------------
Other Assets:
Deferred charges 3,112,887 3,018,471
Less accumulated amortization 1,826,278 1,682,714
------------- -------------
Net 1,286,609 1,335,757
Security deposits 951,954 872,436
Unbilled receivables (Note 9) 4,249,224 4,247,812
Marketable securities (Note 4) 2,512,162 4,155,891
------------- -------------
Total other assets 8,999,949 10,611,896
------------- -------------
TOTAL ASSETS $49,511,179 $48,345,546
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------
Long-Term Debt:
Mortgages payable (Note 6) $6,694,702 $5,261,146
Security deposits payable 647,155 568,421
------------- -------------
Total long-term debt 7,341,857 5,829,567
------------- -------------
Deferred Income Taxes 3,027,000 3,135,000
------------- -------------
Current Liabilities:
Payable to securities broker (Note 8) 743,281 -
Accounts payable 41,760 46,829
Payroll and other accrued liabilities 1,089,789 1,085,981
Income taxes payable 54,279 -
Other taxes payable 2,668 4,264
Current portion of mortgages payable (Note 6) 584,442 2,517,725
Current portion of security deposits payable 109,269 20,836
------------- -------------
Total current liabilities 2,625,488 3,675,635
------------- -------------
Total liabilities 12,994,345 12,640,202
------------- -------------
Shareholders' Equity:
Common stock, par value $1 each share (shares - 5,000,000
authorized; 2,178,297 issued) 2,178,297 2,178,297
Additional paid in capital 3,346,245 3,346,245
Unrealized gain on available for sale securities 1,122,912 1,014,901
Retained earnings 31,157,232 30,453,753
------------- -------------
37,804,686 36,993,196
Less common stock held in treasury, at cost - 162,517
shares at April 30, 2004 and at July 31, 2003 (Note 12) 1,287,852 1,287,852
------------- -------------
Total shareholders' equity 36,516,834 35,705,344
------------- -------------
Contingencies (Note 13)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $49,511,179 $48,345,546
============= =============
See Notes to Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Three Months Ended Nine Months Ended
April 30, April 30,
--------------- ---------------- --------------- --------------
2004 2003 2004 2003
-------------- -------------- -------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues
Rental income (Notes 5 and 9) $3,490,161 $3,209,984 $10,255,638 $9,862,241
Rental income - affiliated company (Note 9) - - - 69,629
Loss on sale of fixed assets - - (4,353) -
-------------- -------------- -------------- ------------
Total revenues 3,490,161 3,209,984 10,251,285 9,931,870
-------------- -------------- -------------- ------------
Expenses
Real estate operating expenses 1,902,440 1,830,098 5,784,737 5,208,676
Administrative and general expenses 661,976 713,102 2,012,262 2,274,218
Bad debt (recovery) - - - (163,009)
Depreciation and amortization 343,161 296,788 982,483 886,730
-------------- -------------- -------------- ------------
Total expenses 2,907,577 2,839,988 8,779,482 8,206,615
-------------- -------------- -------------- ------------
Income from operations before investment income,
interest expense, other expenses and income taxes 582,584 369,996 1,471,803 1,725,255
-------------- -------------- -------------- ------------
Investment income, interest expense and other expenses:
Loss on disposal of asset - (100,172) - (100,172)
Investment income (Note 4) 103,742 86,635 234,550 222,069
Interest expense (Notes 6 and 11) (127,006) (134,438) (386,874) (414,523)
-------------- -------------- -------------- ------------
(23,264) (147,975) (152,324) (292,626)
-------------- -------------- -------------- ------------
Income before income taxes 559,320 222,021 1,319,479 1,432,629
Income taxes provided 285,000 76,000 616,000 619,000
-------------- -------------- -------------- ------------
Net income 274,320 146,021 703,479 813,629
Retained earnings, beginning of period 30,882,912 29,974,330 30,453,753 29,306,722
-------------- -------------- -------------- ------------
Retained earnings, end of period $31,157,232 $30,120,351 $31,157,232 $30,120,351
============== ============== ============== ============
Income per common share (Note 2) $.14 $.07 $.35 $.40
============== ============== ============== ============
Dividends per share $- $- $- $-
============== ============== ============== ============
Average common shares outstanding 2,015,780 2,025,022 2,015,780 2,030,588
-------------- -------------- -------------- ------------
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended Nine Months Ended
April 30, April 30,
--------------- ---------------- --------------- --------------
2004 2003 2004 2003
-------------- -------------- -------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net Income $274,320 $146,021 $703,479 $813,629
-------------- -------------- -------------- ------------
Other comprehensive income, net of taxes (Note 3)
Unrealized gain (loss) on available-for-sale securities:
Net of taxes (benefit) of $(104,000) and $8,000 for the three
months ended April 30, 2004 and 2003, respectively,
and $31,000 and $(60,000) for the nine months ended
April 30, 2004 and 2003, respectively. (155,051) 15,952 108,011 (115,240)
Less reclassification adjustment 76,624 - 94,614 (3,993)
-------------- -------------- -------------- ------------
Other comprehensive income (loss) (78,427) 15,952 202,625 (119,233)
-------------- -------------- -------------- ------------
Comprehensive Income $195,893 $161,973 $906,104 $694,396
============== ============== ============== ============
See Notes to Consolidated Financial Statements.
-4-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
April 30,
-------------- ---------------
2004 2003
-------------- ---------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income $703,479 $813,629
Adjustments to reconcile income to
net cash provided by operating activities:
Realized loss (gain) on marketable securities (94,614) 3,993
(Loss) on sale of fixed assets (4,353) -
Depreciation and amortization 982,483 886,730
Amortization of deferred expenses 193,796 371,443
Other assets - deferred expenses (144,648) (102,033)
- unbilled receivables (1,412) 28,542
- receivables - 193,444
Deferred income taxes (112,000) (4,000)
Changes in:
Receivables 359,177 151,146
Prepaid expenses 880,911 695,675
Real estate taxes refundable - 82,769
Income taxes refundable 210,382 (202,813)
Accounts payable (5,069) (10,768)
Payroll and other accrued liabilities 3,808 (159,568)
Income taxes payable 54,279 (747,268)
Other taxes payable (1,596) 3,086
------------- -------------
Cash provided by operating activities 3,024,623 2,004,007
------------- -------------
Cash Flows From Investing Activities:
Capital expenditures (6,392,666) (1,452,509)
Security deposits (317,951) (59,331)
Marketable securities:
Receipts from sales or maturities 1,877,354 268,887
Payments for purchases (215) (72,882)
------------- -------------
Cash (used) by investing activities (4,833,478) (1,315,835)
------------- -------------
Cash Flows From Financing Activities:
Borrowings - security broker 2,451,517 -
Payments - security broker (1,708,236) -
Increase - security deposits 167,167 57,916
Decrease - mortgage and other debt payments (499,727) (549,786)
Purchase of treasury stock - (227,500)
------------- -------------
Cash provided (used) by financing activities 410,721 (719,370)
------------- -------------
(Decrease) in cash (1,398,134) (31,198)
Cash and cash equivalents at beginning of period 1,862,444 2,951,013
------------- -------------
Cash and cash equivalents at end of period $464,310 $2,919,815
============= =============
See Notes to Consolidated Financial Statements.
-5-
J. W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Records and Use of Estimates:
The accounting records are maintained in accordance with accounting
principles generally accepted in the United States of America ("GAAP").
The preparation of the Company's financial statements in accordance with
GAAP requires management to make estimates that affect the reported
consolidated statements of income and retained earnings, comprehensive
income, and the consolidated balance sheets and related disclosures.
Actual results could differ from those estimates.
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. The July 31, 2003 balance sheet was derived
from audited financial statements but does not include all disclosures
required by GAAP. The interim financial statements and notes thereto
should be read in conjunction with the financial statements and notes
included in the Company's latest Form 10-K Annual Report for the fiscal
year ended July 31, 2003. In the opinion of management, the interim
financial statements reflect all adjustments of a normal recurring nature
necessary for a fair statement of the results for interim periods. The
results of operations for the current period are not necessarily indicative
of the results for the entire fiscal year ending July 31, 2004.
2. Income Per Share of Common Stock:
Income per share has been computed by dividing the net income for the
periods by the weighted average number of shares of common stock
outstanding during the periods, adjusted for the purchase of treasury
stock. Shares used in computing income per share were 2,015,780 for the
three and nine months ended April 30, 2004, and 2,025,022 for the three
months and 2,030,588 for the nine months ended April 30, 2003.
3. Comprehensive Income:
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
the reporting of comprehensive income and its components. It requires all
items that are required to be recognized as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other income statement information. Comprehensive income is
defined to include all changes in equity except those resulting from
investments by and distributions to shareholders.
4. Marketable Securities:
The Company categorizes marketable securities 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.
-6-
As of April 30, 2004, the Company's marketable securities were classified as follows:
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
Current:
Held-to-maturity:
Certificate of deposit $45,326 $- $- $45,326
============= ============= ============= =============
Noncurrent:
Available-for-sale:
Equity securities $810,250 $1,701,912 $- $2,512,162
============= ============= ============= =============
Investment income consists of the following:
Three Months Ended Nine Months Ended
April 30, April 30,
------------- ------------- ------------- -------------
2004 2003 2004 2003
------------- ------------- ------------- -------------
Interest income $1,811 $34,353 $12,613 $69,817
Dividend income 25,307 52,282 127,323 156,245
Gain (loss) on sale of marketable securities 76,624 - 94,614 (3,993)
------------- ------------- ------------- -------------
Total $103,742 $86,635 $234,550 $222,069
============= ============= ============= =============
5. Financial Instruments and Credit Risk Concentrations:
Financial instruments that are potentially subject to concentrations of
credit risk consist principally of marketable securities, cash and cash
equivalents and receivables. Marketable securities and cash and cash
equivalents are placed with high credit quality financial institutions and
instruments to minimize risk.
The Company derives rental income from forty tenants, of which one tenant
accounted for 17.77% and another tenant accounted for 15.01% of rental
income during the nine months ended April 30, 2004. No other tenant
accounted for more than 10% of rental income during the same period.
The Company has three irrevocable Letters of Credit totaling $319,000 at
April 30, 2004 and July 31, 2003, provided by three tenants.
-7-
6. Long-Term Debt:
Long Term Debt:
April 30, 2004 July 31, 2003
-------------------------------- ---------------------------------
Current
Annual Final Due Due Due Due
Interest Payment Within After Within After
Rate Date One Year One Year One Year One Year
------- -------- -------------- -------------- -------------- ---------------
Mortgages:
Jamaica, New York property (a) 5% 4/01/07 $266,667 $1,866,667 $266,666 $2,066,667
Jamaica, New York property (b) 6.98% 8/01/06 164,035 2,961,363 155,110 3,085,296
Jowein building, Brooklyn, N.Y. (c) 9 % 3/31/05 143,987 - 134,689 109,183
Fishkill, New York property (d) Variable 1/01/08 9,753 1,866,672 1,961,260 -
-------------- -------------- -------------- ---------------
Total $584,442 $6,694,702 $2,517,725 $5,261,146
============== ============== ============== ===============
(a) The Company, on September 11, 1996, closed a loan with a bank in the
amount of $4,000,000. The loan is secured by a first mortgage lien covering
the entire leasehold interest of the Company, as tenant, in a certain ground
lease and building in the Jamaica, New York property. The interest rate on
the loan was 8.50% for a period of five (5) years. As of April 1, 2002, the
effective rate was reduced to 5.00% per annum. The outstanding balance of
the loan, totaling $1,355,555 will become due and payable on April 1, 2007.
(b) The Company, on December 13, 2000, closed a loan with a bank in the
amount of $3,500,000. The loan is secured by a second position leasehold
mortgage covering the entire leasehold interest of the Company as tenant in
a certain ground lease and building in the Jamaica, New York property.
The loan proceeds were utilized by the Company toward its costs of capital
improvements of the premises in connection with the Company's lease of
42,250 square feet of a floor in the building to the State of New York.
The loan is structured in two phases:
1.) A fifteen-month construction term with interest only on the
amount owing at a floating rate per annum equal to the prime rate.
2.) Upon completion of the renovations, the construction loan was
converted to a ten (10) year second mortgage permanent loan on a
fifteen (15) year level amortization, plus interest. The interest
rate on the permanent loan during the first five (5) years is fixed at
6.98% per annum. The interest rate during the five (5) year renewal
term is at a fixed rate per annum equal to 2.25% above the five (5)
year Treasury Note Rate then in effect.
Payments are to be made, in arrears, on the first day of each and every
month calculated (a) during the period of the construction loan,
interest only, and (b) during the ten (10) year period of the term loan,
at the sum of the interest rate plus amortization sufficient to fully
liquidate the loan over a fifteen (15) year period. As additional
collateral security, the Company will conditionally assign to the bank
all leases and rents on the premises, or portions thereof, whether now
existing or hereafter consummated. The Company has an option to prepay
principal, in whole or in part, plus interest accrued thereon, at any
time during the term, without premium or penalty. Other provisions of
the loan agreement provide certain restrictions on the incurrence of
indebtedness and the sale or transfer of the Company's ground lease
interest in the premises. Both credit facilities are subject to the
bank's existing first position mortgage loan on the premises. On August
2, 2001, the Company took down the balance of the loan of $1,200,000.
-8-
(c)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. Effective April 1, 2000,
the maturity date of the mortgage was extended to March 31, 2005. The
interest rate remained at 9% per annum. During the extended period the
constant quarterly payments of interest and principal increased from
$37,263 to $38,044. The mortgage loan is self-amortizing.
(d)On June 2, 1999, the existing first mortgage loan balance on the
Fishkill, New York property was extended for a period of five years.
Under the terms of the extension agreement the annual interest rate was
reduced from 9% to 8.25% and the interest and principal payments are to
be made in constant monthly amounts based upon a fifteen (15) year
payout period. On June 4, 2004 the Company signed a commitment letter
with a bank that will extend the loan for an additiona1 forty-one (42)
months, with an option to convert the loan to a seven (7) year permanent
mortgage loan. The payments for the extended period of forty-one (41)
months will be interest only on the amount owing at a floating rate per
annum equal to the one-month LIBOR rate plus 2.25%. The payments for
the seven-year permanent mortgage loan would be on a seventeen (17) year
level amortization, plus interest. The interest rate on the permanent
loan would be a fixed rate equal to the Federal Home Loan Bank of New
York's seven-year (7) fixed interest rate plus 2.25% per annum.
7. Property and Equipment - at cost:
April 30, July 31,
2004 2003
--------------- ---------------
Property:
Buildings and improvements $52,650,353 $46,181,865
Improvements to leased property 9,158,009 9,158,009
Land 4,008,835 4,008,835
Construction in progress - 62,436
------------- -------------
65,817,197 59,411,145
Less accumulated depreciation 27,173,895 26,240,399
------------- -------------
Property - net 38,643,302 33,170,746
------------- -------------
Fixtures and equipment and other:
Fixtures and equipment 706,340 694,520
Other fixed assets 212,747 242,538
------------- -------------
919,087 937,058
Less accumulated depreciation 665,469 625,420
------------- -------------
Fixtures and equipment and other - net 253,618 311,638
------------- -------------
Property and equipment - net $38,896,920 $33,482,384
============= =============
8. Payable to Securities Broker:
The Company borrowed funds, payable on demand, from a securities broker.
The loan balance at April 30, 2004 in the amount of $743,281, secured by
the Company's marketable securities, accrues interest at a floating rate,
which at April 30, 2004, was at the annual rate of 3.375%.
-9-
9. Unbilled Receivables and Rental Income:
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 each lease.
The Company had leased from an affiliate one of the stores which was
closed in connection with its reorganization proceedings in 1982. The
Company, by agreement with the affiliate, modified and assigned its lease
to a third party. The agreement with the affiliate provided for certain
monthly payments to be made to the Company through August 30, 2002, the
termination date of the agreement. Rental income includes $69,629 for the
nine months ended April 30, 2003, representing rental from the affiliated
company. There was no rental income from the affiliated company for the
nine months ended April 30, 2004.
10. Employees' Retirement Plan:
The Company sponsors a noncontributory Money Purchase Plan covering
substantially all of its employees. Operations were charged $69,139 and
$206,649 as contributions to the Plan for the three and nine months ended
April 30, 2004, respectively, and $64,367 and $202,513 as contributions to
the Plan for the three and nine months ended April 30, 2003, respectively.
11. 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: Nine Months Ended
April 30,
------------- -------------
2004 2003
------------- -------------
Interest paid $388,874 $417,904
Income taxes paid $463,339 $1,573,081
12. Capitalization:
The Company is capitalized entirely through common stock with identical
voting rights and rights to liquidation. Treasury stock is recorded at
cost and consists of 162,517 shares at April 30, 2004 and at July 31,
2003.
13. 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.
-10-
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations:
Three Months Ended April 30, 2004 Compared to the
Three Months Ended April 30, 2003:
In the three months ended April 30, 2004, the Company reported net income of
$274,320, or $.14 per share. In the comparable three months ended April 30,
2003, the Company reported net income of $146,021, or $.07 per share.
Revenues in the current three months increased to $3,490,161 from $3,209,984
in the comparable 2003 three months. The increase in revenue was due
primarily to the leasing to two retail tenants at the Company's Jamaica, New
York property, and one new tenant at the Brooklyn, New York property.
Real estate operating expenses in the current three months increased to
$1,902,440 from $1,830,098 in the comparable 2003 three months primarily due
to increases in rental expense, real estate taxes, payroll and maintenance
costs, partially offset by decreases in insurance and utility costs.
Administrative and general expenses in the current three months decreased to
$661,976 from $713,102 in the comparable 2003 three months primarily due to
decreases in payroll and insurance costs, offset by an increase in legal and
professional costs.
Depreciation and amortization expense in the current three months increased to
$343,161 from $296,788 in the comparable 2003 three months primarily due to
depreciation on the additional improvements to the Brooklyn, New York and the
Jamaica, New York properties.
Interest expense and other expenses in the current three months exceeded
investment income by $23,264 and by $147,975 in the comparable 2003 three
months. The decrease was due primarily to scheduled repayments of debt, the
gain on sales of the Company's marketable securities and the loss on
disposition of asset on a portion of the Company's Fishkill, New York property
which was recorded in the comparable 2003 three months.
Nine Months Ended April 30, 2004 Compared to the
Nine Months Ended April 30, 2003:
In the nine months ended April 30, 2004, the Company reported net income of
$703,479, or $.35 per share. In the comparable nine months ended April 30,
2003, the Company reported net income of $813,629, or $.40 per share.
Revenues in the current nine months increased to $10,251,285 from $9,931,870
in the comparable 2003 nine months. The increase in revenue was due primarily
to the leasing to two retail tenants at the Company's Jamaica, New York
property, and one new tenant at the Brooklyn, New York property.
Real estate operating expenses in the current nine months increased to
$5,784,737 from $5,208,676 in the comparable 2003 nine months primarily due to
increases in rental expense, real estate taxes, payroll, maintenance and
utility costs, partially offset by a decrease in insurance costs.
Administrative and general expenses in the current nine months decreased to
$2,012,262 from $2,274,218 in the comparable 2003 nine months due to decreases
in payroll, insurance, and legal and professional costs.
Depreciation and amortization expense in the current nine months increased to
$982,483 from $886,730 in the comparable 2003 nine months primarily due to
depreciation on the additional improvements to the Brooklyn, New York and the
Jamaica, New York properties.
Interest expense and other expenses in the current nine months exceeded
investment income by $152,324 and by $292,626 in the comparable 2003 nine
months. The decrease was due primarily to scheduled repayments of debt, the
gain on sales of the Company's marketable securities and the loss on
disposition of asset on a portion of the Company's Fishkill, New York property
which was recorded in the comparable 2003 nine months.
-11-
The bad debt recovery in the amount of $163,009 in the nine months ended April
30, 2003 relates to a prior year's bad debt write-off of one of the retail
tenants at the Jamaica, New York property.
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.
Management considers current working capital and borrowing capabilities
adequate to cover the Company's planned operating and capital requirements.
The Company's cash and cash equivalents amounted to $464,310 at April 30,
2004.
The current working capital deficit of approximately $1,000,000 was caused by
the Company's outlay of cash for renovations made on behalf of tenants in the
Company's premises. The loan commitment discussed below, along with the
increased rentals from the additional tenants should resolve the deficit in
current working capital.
The City of New York, a tenant in the Company's Jowein building in Brooklyn,
New York, whose lease expires April 29, 2010, has elected to exercise its
option to terminate the Lease Agreement effective May 31, 2004. The loss in
annual revenue to the Company commencing June 1, 2004, relating to the
termination of the lease, will approximate $2,440,000. Upon the termination
of the lease agreement, the Company will be due $295,695 from the City of New
York representing the unamortized portion of the Company's work cost to
prepare the leased premises for occupancy. The Company is actively seeking,
through brokers, tenants to occupy the space to be vacated as well as the
additional 87,000 square feet of available space in the building.
The Company leased 47,615 square feet for office use to two tenants in the
Company's Brooklyn, New York property. One tenant leased 25,423 square feet
and its rent commenced April, 2004. The second tenant leased 22,192 square
feet and its rent commenced June, 2004. The Company also leased 8,300 square
feet for office use to two tenants in the Company's Jowein building in
Brooklyn, New York. Rent commenced in December, 2003 for one tenant, and in
May, 2004 for the other tenant. To replace the retail store which vacated the
Jamaica, New York property in March, 2003, the Company divided the premises
into three retail stores. As of April 30, 2004, the Company has leased 54,289
square feet to two tenants. Rent commenced in September, 2003.
The first mortgage loan balance on the Fishkill, New York property matures on
July 1, 2004, with a balloon
payment due of $1,856,852. The Company has signed a commitment letter with the
bank to extend this
mortgage (See Note 6(d) to the Consolidated Financial Statements).
The Company, on June 4, 2004, signed a commitment letter with a bank for a
$12,000,000 multiple draw term loan. This loan will finance seventy-five
(75%) percent of the cost of capital improvements for an existing lease to a
tenant and capital improvements to future tenant leases at the Company's
Brooklyn, New York (9 Bond Street) and Fishkill, New York properties. The
loan will also refinance the existing mortgage on the Company's Fishkill, New
York property which will mature on July 1, 2004 (see Note 6(d) to the
Consolidated Financial Statements). The Company will have three and one half
years to draw down amounts under this loan. The loan will consist of: a) a
permanent, first mortgage loan to refinance an existing first mortgage loan
affecting the Fishkill Property (the "First Permanent Loan") (see Note 6(d) to
the Consolidated Financial Statements), b) a permanent subordinate mortgage
loan in the amount of $1,870,000 (the "Second Permanent Loan"), and c)
multiple, successively subordinate building loans in the amount of $8,253,575
("Subordinate Building Loan"). The loan is structured in two phases: 1) a
forty-two month loan with payments of interest only at the floating one month
LIBOR rate plus 2.25% per annum, but not less than 3.40%; and 2) after the
forty-two month period, the loan would convert to a seven-year (7) mortgage
permanent loan on a seventeen (17) year level amortization, plus interest, at
the option of the Company. The interest rate on the permanent loan would be
at a fixed rate equal to the Federal Home Loan Bank of New York's seven-year
(7) fixed interest rate plus 2.25% per annum.
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The Company on May 7, 2004, purchased a one half interest in a parcel which is
part of one of its Brooklyn, New York properties. The parcel was leased to
the Company. The purchase price was $1,500,000. The Company financed
$1,350,000 of the purchase price from an affiliated company. The term of the
loan is for a period of five (5) years at an interest rate of 9%. Interest
and amortization will be based on a fifteen (15) year level amortization
period.
The Company has decided to liquidate its portfolio of preferred securities in
order to fund tenant improvements.
Cash Flows From Operating Activities:
Receivables: The Company received $193,444 in the nine months ended April 30,
2004 as reimbursement for expenditures for renovations made on behalf of a
tenant at the Jamaica, New York property. The original amount of the
reimbursement was $1,591,753. As of April 30, 2004, the total amount has been
received.
Prepaid Expenses: Expenditures for the nine months ended April 30, 2004
increased by $27,673 compared to the period ended April 30, 2003, due to
increases in real estate taxes offset by a decrease in insurance premiums
paid.
Security Deposits: The Company made an expenditure of $150,000 for a deposit
on the purchase of a one-half interest in a parcel which is part of one of its
Brooklyn, New York properties as of April 30, 2004. The one-half interest on
the parcel was aquired on May 7, 2004 at a total purchase price of $1,500,000.
Other Assets: Security Deposits - The Company increased tenant security
deposits by $179,364, due to the leasing of office space to two tenants at one
of the Company's Brooklyn, New York properties.
Deferred Expenses: The Company had an expenditure for a brokerage commission
in the amount of $71,665 relating to a tenant at one of the Brooklyn, New York
properties.
Payroll and other accrued liabilities: The Company paid $170,250 for
commissions incurred in order to lease space at the Company's properties in
the nine months ended April 30, 2004. The original amount of the brokerage
commissions was $481,294. As of April 30, 2004, $222,784 has been paid.
There are also amounts due outside contractors totaling $144,572 for
construction work completed at one of the Brooklyn, New York properties.
Cash Flows From Investing Activities:
Capital expenditures: The Company had expenditures of $218,904 for the nine
months ended April 30, 2004 for the renovation of a portion of the exterior of
one of its Brooklyn, New York properties. The total cost was $253,185. The
project was completed in April, 2004.
The Company had expenditures of $370,369 for the nine months ended April 30,
2004 for the dividing of space into three separate stores, which was formerly
occupied by one department store that vacated the premises in March, 2003, at
its Jamaica, New York property. The total cost of the project was $883,518.
The project was completed in October, 2003.
The Company had expenditures of $935,800 for the nine months ended April 30,
2004 for the renovation of 8,300 square feet for office space for two tenants
at its Jowein building in Brooklyn, New York. The total cost of the project
was $961,655. The project was completed in October, 2003.
-13-
The Company had expenditures of $2,485,288 for the nine months ended April 30,
2004 for the renovation of 22,192 square feet for office space for a tenant at
one of its Brooklyn, New York properties. The total cost of the project was
$2,485,288. The project was completed in January, 2004.
The Company also had expenditures of $2,006,197 for the nine months ended
April 30, 2004 for the renovation of 25,423 square feet for office space for a
tenant at one of its Brooklyn, New York properties. The total cost of the
project was $2,006,197. The project was completed in March, 2004.
Cash Flows From Financing Activities:
Borrowing: Payable to securities broker - The Company borrowed $743,281
payable on demand from a securities broker. (See Note 8 to the Consolidated
Financial Statements).
Lease security: The Company increased tenant security deposits by $179,364
due to the leasing of office space to two tenants at one of the Company's
Brooklyn, New York properties.
Quantitative and Qualitative Disclosures About Market Risks:
The Company primarily uses fixed-rate debt to finance its capital
requirements. These transactions do not expose the Company to market risk
related to changes in interest rates. The Company does not use derivative
financial instruments. At April 30, 2004, the Company had fixed-rate debt of
$7,279,144. Because of the extension of the Fishkill, New York property loan,
(presently with a balance of $1,876,425), if interest rates were to increase
100 basis points, the effect to net income from operations and future cash
flows would be a decrease of $18,764 and if it were to decrease 100 basis
points, the effect would be an increase of $18,764 for this loan. In
connection with the loan payable to securities broker in the amount of
$743,281, if interest rates were to increase 100 basis points, the effect to
net income from operations and future cash flows would be a decrease of $7,433
and if it were to decrease 100 basis points, the effect would be an increase
of $7,433 for this loan.
Cautionary Statement Regarding Forward-Looking Statements:
This Quarterly Report on Form 10-Q may contain forward-looking statements
which include assumptions about future market conditions, operations and
financial results. These statements are based on current expectations and are
subject to risks and uncertainties. They are made pursuant to safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
Company's actual results, performance or achievements in the future could
differ significantly from the results, performance or achievements discussed
or implied in such forward-looking statements herein and in prior Securities
and Exchange Commission filings by the Company. The Company assumes no
obligation to update these forward-looking statements or to advise of changes
in the assumptions on which they were based.
Factors that could cause or contribute to such differences include, but are
not limited to, changes in the competitive environment of the Company, general
economic and business conditions, industry trends, changes in government rules
and regulations and environmental rules and regulations. Statements concerning
interest rates and other financial instrument fair values and their estimated
contribution to the Company's future results of operations are based upon
market information as of a specific date. This market information is often a
function of significant judgment and estimation. Further, market interest
rates are subject to significant volatility.
-14-
Controls and Procedures:
The Company's management reviewed the Company's internal controls and
procedures and the effectiveness of these controls. As of April 30, 2004, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective
in timely alerting them to material information relating to the Company
required to be included in its periodic SEC filings.
There was no change in the Company's internal controls over financial
reporting or in other factors during the Company's last fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting. There were no
significant deficiencies or material weaknesses, and therefore there were no
corrective actions taken.
-15-
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) List of Exhibits:
Sequentially
Exhibit Numbered
Number Exhibit Page
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession. N/A
(4) Instruments defining the rights of security holders, including
indentures. N/A
(10) Material contracts. N/A
(11) Statement re computation of per share earnings N/A
(15) Letter re unaudited interim financial information. N/A
(18) Letter re change in accounting principles. N/A
(19) Report furnished to security holders. N/A
(22) Published report regarding matters submitted to vote of security
holders. N/A
(24) Power of attorney. N/A
(27) Financial data schedule. N/A
(31) Additional exhibits--Certifications Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.1) Chief Executive Officer 17
(31.2) Chief Financial Officer 18
(32) Certification Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section. 1350. 19
(b) Reports on Form 8-K - A report on Form 8-K was filed by the
registrant during the three months ended April 30, 2004.
Item reported - The Company reported its financial results
for the three months ended January 31, 2004.
Date of report filed - March 12, 2004.
-16-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
J.W. MAYS, Inc.
--------------------------
(Registrant)
Date June 9, 2004 Lloyd J. Shulman
------------------ --------------------------
Lloyd J. Shulman
President
Chief Executive Officer
Date June 9, 2004 Mark S. Greenblatt
------------------ --------------------------
Mark S. Greenblatt
Vice President
Chief Financial Officer
-17-
EXHIBIT 31.1
CERTIFICATION
I, Lloyd J. Shulman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of J.W. Mays, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: June 9, 2004
/s/ Lloyd J. Shulman
---------------------------
Lloyd J. Shulman
President
Chief Executive Officer
-18-
EXHIBIT 31.2
CERTIFICATION
I, Mark S. Greenblatt, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of J.W. Mays, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: June 9, 2004
/s/ Mark S. Greenblatt
---------------------------
Mark S. Greenblatt
Vice President
Chief Financial Officer
-19-
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The following certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. Section 1350 and in accordance with SEC Release No. 33-
8238. This certification shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be
incorporated by reference in any filing of the Company under the Securities
Act of 1933, as amended, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
In connection with the Quarterly Report of J. W. Mays, Inc. (the "Company") on
Form 10-Q for the period ending April 30, 2004 as filed with the Securities
and Exchange Commission (the "Report"), we, Lloyd J. Shulman and Mark S.
Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively,
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
June 9, 2004
/s/ Lloyd J. Shulman
---------------------------
Lloyd J. Shulman
Chief Executive Officer
/s/ Mark S. Greenblatt
---------------------------
Mark S. Greenblatt
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to J.W. Mays, Inc. and will be retained by J. W. Mays, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.
-20-