EXHIBIT 13

 

 

 

 

 

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J.W. MAYS, INC.
	Annual Report 2014 Year Ended July 31, 2014

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J.W. MAYS, INC.

Contents			Page No.
Summary of Selected Financial Data			2
The Company			2
Message to Shareholders			3
Consolidated Balance Sheets			4-5
Consolidated Statements of Income and Retained Earnings			6
Consolidated Statements of Comprehensive Income			7
Consolidated Statements of Cash Flows			8
Notes to Consolidated Financial Statements			9-19
Report of Management			20
Report of Independent Registered Public Accounting Firm			21
Five Year Summary of Consolidated Operations			22
Management’s Discussion and Analysis of Financial Condition and Results of Operations			23-27
Controls and Procedures			27
Quarterly Financial Information (Unaudited)			28
Common Stock and Dividend Information			28
Officers and Directors			29

Executive Offices
9 Bond Street, Brooklyn, N.Y. 11201-5805

Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, N.Y. 11219

Special Counsel
Holland & Knight LLP
31 West 52^nd Street
New York, N.Y. 10019

Independent Registered Public Accounting Firm
D’Arcangelo & Co., LLP
800 Westchester Avenue, Suite N-400
Rye Brook, N.Y. 10573-1301

Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, November 18, 2014, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.

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J.W. MAYS, INC.

SUMMARY OF SELECTED FINANCIAL DATA
(dollars in thousands except per share data)

		2014			2013			2012			2011				2010
Rental Income		$	16,935		$	15,892		$	16,530		$	14,857			$	14,525
Recovery of Real Estate Taxes			—			—			—			—				243
Revenue to Temporarily Vacate Lease			146			—			—			—				—
Total Revenues			17,081			15,892			16,530			14,857				14,768
Net Income from Continuing Operations			739			664			1,270			758				661
Net Loss from Discontinued Operations -
net of taxes			—			—			—			(228	)			(229	)
Net Income			739			664			1,270			530				432
Real Estate-Net			47,320			45,450			44,158			44,592				44,374
Total Assets			61,177			56,694			55,385			56,341				55,245
Long-Term Debt:
Mortgages and Term Loan Payable			5,181			5,422			5,592			5,750				9,096
Note Payable			1,000			1,000			1,000			1,000				—
Deferred Revenue			2,188			—			—			—				—
Other			736			639			772			922				557
Total			9,105			7,061			7,364			7,672				9,653
Shareholders’ Equity			44,109			43,424			42,710			41,433				40,818
Income per Common Share from
Continuing Operations			.37			.33			.63			.37				.33
Loss per Common Share from
Discontinued Operations			—			—			—			(.11	)			(.12	)
Income per Common Share		$	.37		$	.33		$	.63		$	.26			$	.21
Cash Dividends Declared per Share		$	—		$	—		$	—		$	—			$	—

Average common shares outstanding for fiscal years 2010 through 2014: 2,015,780.

THE COMPANY

     J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

     The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City, in Levittown and Massapequa, Long Island, New York, in Fishkill, Dutchess County, New York and in Circleville, Ohio. The major portion of these properties is owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is available for lease.

     More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31, 2014.

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J.W. MAYS, INC.

TO OUR SHAREHOLDERS:

     The financial condition of our Company continued to be positive during the fiscal year ended July 31, 2014 with profits earned in three of the four quarters during this period.

     In fiscal 2014, our revenues from operations were $17,081,430 compared to $15,891,823 in the 2013 fiscal year. Net income for fiscal 2014 was $739,323, or $.37 per share. This compares to net income of $663,671, or $.33 per share for fiscal 2013.

     Although the Company had two retail tenants vacate the Jamaica building in Jamaica, New York in October 2013 and February 2014, respectively, the Company was able to lease the vacated space in November 2013 and March 2014, respectively. The rental income received from these tenants will be greater than the rental income from the previous tenants. The Company also entered into a lease agreement for previously vacant space with an office tenant at its Nine Bond Street building in Brooklyn, New York. The rental for this tenant commenced in March 2014. In October 2013, the Company leased 99,992 square feet to a retail tenant at its previously vacant Fishkill, New York property. These new leases and increased rentals from existing tenants should increase our revenues from operations in the future.

     Our emphasis on pursuing and obtaining government agencies, educational institutions and prospective corporate and retail tenants in the last several years has helped us increase rental income and net income and, to a great extent, we have been able to retain these tenants over a long period of time.

     I believe our Company is well-positioned to continue its positive operational performance. I specifically want to thank the Mays’ personnel and our Board colleagues for their ongoing commitment and support, our shareholders for their continuing belief in our Company and its future and our tenants for their loyalty to our Company.

LLOYD J. SHULMAN
Chairman, President and Chief Executive Officer

October 2, 2014

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J.W. MAYS, INC.

CONSOLIDATED BALANCE SHEETS
July 31, 2014 and 2013

Assets		2014			2013
Property and Equipment-at cost (Notes 1, 3 and 16):
Buildings and improvements		$	74,547,177		$	70,513,716
Improvements to leased property			1,478,012			1,478,012
Fixtures and equipment			144,545			194,893
Land			6,067,805			6,067,805
Other			238,906			238,906
Construction in progress			—			487,934
			82,476,445			78,981,266
Less accumulated depreciation and amortization			35,017,447			33,346,801
Property and equipment-net			47,458,998			45,634,465
Current Assets:
Cash and cash equivalents (Notes 9 and 10)			1,892,760			664,718
Marketable securities (Notes 1, 2 and 10)			—			50,326
Receivables (Notes 1, 6 and 10)			311,006			309,517
Receivable to temporarily vacate lease (Note 15)			1,250,000			—
Income taxes refundable			196,006			325,072
Deferred income taxes (Notes 1 and 4)			1,564,000			676,000
Security deposits			—			257,975
Prepaid expenses			1,383,994			1,321,270
Total current assets			6,597,766			3,604,878
Other Assets:
Deferred charges (Notes 1 and 11)			3,835,016			3,806,743
Less accumulated amortization (Notes 1 and 11)			2,126,926			1,920,661
Net			1,708,090			1,886,082
Receivables (Notes 1, 6 and 10)			60,000			90,000
Security deposits			1,440,755			896,970
Unbilled receivables (Notes 1, 6 and 10)			2,556,743			2,172,269
Marketable securities (Notes 1, 2 and 10)			1,354,213			2,409,273
Total other assets			7,119,801			7,454,594
TOTAL ASSETS		$	61,176,565		$	56,693,937

See Notes to Consolidated Financial Statements.

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Liabilities and Shareholders’ Equity		2014			2013
Long-Term Debt:
Mortgages and term loan payable (Notes 3 and 10)		$	5,181,335		$	5,421,335
Note payable - related party (Notes 10 and 13)			1,000,000			1,000,000
Security deposits payable (Note 10)			736,103			579,709
Payroll and other accrued liabilities (Notes 1, 5 and 7)			—			59,683
Deferred revenue (Note 15)			2,187,500			—
Total long-term debt			9,104,938			7,060,727
Deferred Income Taxes (Notes 1 and 4)			4,220,000			3,684,000
Current Liabilities:
Accounts payable			144,250			57,668
Payroll and other accrued liabilities (Notes 1, 5 and 7)			2,174,487			2,033,923
Deferred revenue (Note 15)			1,166,667			—
Other taxes payable			6,357			5,118
Current portion of long-term debt (Notes 3 and 10)			240,000			170,262
Current portion of security deposits payable (Note 10)			10,500			257,975
Total current liabilities			3,742,261			2,524,946
Total liabilities			17,067,199			13,269,673
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 -
net of deferred taxes of $107,000 at July 31, 2014
and $150,000 at July 31, 2013. (Notes 1, 4 and 10)			129,412			183,633
Retained earnings			39,743,264			39,003,941
			45,397,218			44,712,116
Less common stock held in treasury, at cost - 162,517 shares at
July 31, 2014 and July 31, 2013 (Note 12)			1,287,852			1,287,852
Total shareholders’ equity			44,109,366			43,424,264
Commitments (Notes 5 and 6) and Contingencies (Notes 8 and 16)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	61,176,565		$	56,693,937

See Notes to Consolidated Financial Statements.

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J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

		Years Ended July 31,
		2014				2013				2012
Revenues
Rental income (Notes 1 and 6)		$	16,935,597			$	15,891,823			$	16,530,063
Revenue to temporarily vacate lease (Note 15)			145,833				—				—
Total revenues			17,081,430				15,891,823				16,530,063
Expenses
Real estate operating expenses (Note 5)			9,628,631				8,821,467				8,044,218
Administrative and general expenses			4,255,631				3,584,104				3,614,784
Depreciation and amortization (Note 1)			1,721,850				1,636,561				1,574,913
Loss on disposition of property and equipment			4,291				316,021				4,215
Total expenses			15,610,403				14,358,153				13,238,130
Income before investment income,
interest expense and income taxes			1,471,027				1,533,670				3,291,933
Investment income and interest expense:
Investment income (Notes 1 and 2)			232,311				74,326				32,184
Interest expense (Notes 3, 9 and 13)			(423,015	)			(426,325	)			(522,764	)
			(190,704	)			(351,999	)			(490,580	)
Income before income taxes			1,280,323				1,181,671				2,801,353
Income taxes provided (Notes 1 and 4)			541,000				518,000				1,531,000
Net income			739,323				663,671				1,270,353
Retained earnings, beginning of year			39,003,941				38,340,270				37,069,917
Retained earnings, end of year		$	39,743,264			$	39,003,941			$	38,340,270
Income per common share (Note 1)		$	0.37			$	0.33			$	0.63
Dividends per share		$	—			$	—			$	—
Average common shares outstanding (Note 1)			2,015,780				2,015,780				2,015,780

See Notes to Consolidated Financial Statements.

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J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Years Ended July 31,
		2014				2013			2012
Net income		$	739,323			$	663,671		$	1,270,353
Unrealized gain on available-for-sale securities:
Unrealized holding gains arising during the period net of
taxes of $26,000, $40,000 and $46,000 for the fiscal
years 2014, 2013 and 2012, respectively (Note 14)			31,966				50,156			7,062
Reclassification adjustment for net (losses) included in net
income, net of taxes of ($69,000) for the year ended
July 31, 2014 (Note 14)			(86,187	)			—			—
Unrealized gain (loss) on available-for-sale securities, net of taxes			(54,221	)			50,156			7,062
Comprehensive income		$	685,102			$	713,827		$	1,277,415

See Notes to Consolidated Financial Statements.

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J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended July 31,
			2014				2013				2012
Cash Flows From Operating Activities:
Net income			$	739,323			$	663,671			$	1,270,353
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes				(309,000	)			285,000				877,000
Deferred revenue				3,354,167				—				—
Realized (gain) loss on sale of marketable securities				(182,870	)			5,572				18,606
Loss on disposition of property and equipment				4,291				316,021				4,215
Depreciation and amortization				1,721,850				1,636,561				1,574,913
Amortization of deferred charges				468,607				456,524				334,261
Other assets	- deferred charges			(290,615	)			(636,402	)			(137,260	)
	- unbilled receivables			(450,739	)			(282,265	)			(613,544	)
	- unbilled receivable - bad debts			66,265				324,536				5,103
	- receivables			30,000				30,000				30,000
Changes in:
Receivables				(1,489	)			(32,932	)			(11,728	)
Receivable to temporarily vacate lease				(1,250,000	)			—				—
Prepaid expenses				(62,724	)			(100,937	)			(22,759	)
Income taxes refundable				129,066				(325,072	)			315,577
Accounts payable				86,582				(27,415	)			(57,510	)
Payroll and other accrued liabilities				80,881				581,205				(84,394	)
Income taxes payable				—				(79,362	)			79,362
Other taxes payable				1,239				831				911
Net cash provided by operating activities				4,134,834				2,815,536				3,583,106
Cash Flows From Investing Activities:
Acquisition of property and equipment				(3,550,674	)			(3,327,668	)			(1,147,616	)
Security deposits				(285,810	)			51,950				67,243
Marketable securities:
Receipts from sales or maturities				1,248,412				621,809				551,949
Payments for purchases				(57,377	)			(555,218	)			(1,007,543	)
Net cash (used) by investing activities				(2,645,449	)			(3,209,127	)			(1,535,967	)
Cash Flows From Financing Activities:
Decrease - security deposits payable				(91,081	)			(123,232	)			(17,023	)
Payments - mortgage and other debt payments				(170,262	)			(158,662	)			(3,346,267	)
Net cash (used) by financing activities				(261,343	)			(281,894	)			(3,363,290	)
Net increase (decrease) in cash and cash equivalents				1,228,042				(675,485	)			(1,316,151	)
Cash and cash equivalents at beginning of year				664,718				1,340,203				2,656,354
Cash and cash equivalents at end of year			$	1,892,760			$	664,718			$	1,340,203
Non-cash investing and financing activities - disposal of
fully depreciated property and equipment			$	—			$	—			$	2,364,440

See Notes to Consolidated Financial Statements.

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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, a New York corporation and its subsidiaries (J. W. M. Realty Corp. and Dutchess Mall Sewage Plant, Inc.), which are wholly-owned. Material intercompany items have been eliminated in consolidation.

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 and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation and amortization, income tax assets and liabilities, fair value of marketable securities, revenue recognition and accrued expenses. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.

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 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. Contingent rental income is recorded when earned and is not based on tenant revenue. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, is recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off.

     Based upon its periodic assessment of the quality of the receivables, management, using its historical knowledge of the tenants and industry experience, determines whether a reserve or write-off is required. Management has determined that no allowance for uncollected receivables is considered necessary. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectability become known. Collectability issues include circumstances when a tenant indicates their intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment. Due to the early termination of two leases and the modification without extension of a third lease, the Company recorded a bad debt expense of $66,265 for the year ended July 31, 2014, $324,536 for the year ended July 31, 2013, and $5,103 for the year ended July 31, 2012.

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:

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     Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets sold or retired and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.

     The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31, 2014 and 2013, there were no impairments of its property and equipment.

Deferred Charges

     Deferred charges consist principally of costs incurred in connection with the leasing of property to tenants. Such costs are amortized over the related lease periods, ranging from 1 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.

Income Taxes

     Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation.

Income Per Share of Common Stock

     Income per share has been computed by dividing net income 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 per share were 2,015,780 in fiscal years 2014, 2013 and 2012.

Marketable Securities

     The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity at the time of purchase. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value measurements using quoted prices in active markets for identical assets or liabilities (which is considered a Level 1 valuation) 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. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any securities as trading during the three years ended July 31, 2014.

     The Company adopted Accounting Standards Certification (ASC) 820, “Fair Value Measurements and Disclosures” in 2011. ASC 820 establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).

Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).

Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.

     Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at July 31, 2014 and 2013.

Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to.

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Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

     In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring basis presented at fair value.

Fair value measurements at reporting date using

Description

July 31, 2014

Level 1

Level 2

Level 3

July 31, 2013

Level 1

Level 2

Level 3

Assets:

Marketable securities -

available-for-sale

$1,354,213

$1,354,213

$–

$–

$2,409,273

$2,409,273

$–

$–

Fair Value of Investments in Entities that Use NAV

     The following table summarizes investments measured at fair value based on NAV per share as of July 31, 2014 and 2013, respectively.

					Unfunded		Redemption Frequency
July 31, 2014		Fair Value			Commitments		(if currently eligible)		Redemption Notice Period
First Eagle Global CL I		$	273,000		n/a		Daily		None
Parnasus Core Equity Investor CL		$	277,571		n/a		Daily		None
Transamerica Tactical Income CL A		$	269,649		n/a		Daily		None
					Unfunded		Redemption Frequency
July 31, 2013		Fair Value			Commitments		(if currently eligible)		Redemption Notice Period
First Eagle Global CL I		$	243,973		n/a		Daily		None
Parnasus Core Equity Investor CL		$	591,057		n/a		Daily		None
Transamerica Tactical Income CL A		$	251,561		n/a		Daily		None
Janus Short Term Bond I		$	259,761		n/a		Daily		None
Permanent Portfolio Inc.		$	443,562		n/a		Daily		None

Recently Issued Accounting Literature

     In September 2011, the Financial Accounting Standards Board (“FASB”) issued Update No. 2011-09, Compensation - Retirement Benefits (Topic 715): Disclosures About an Employer’s Participation in a Multiemployer Plan. This standard requires enhanced disclosures about an entity’s participation in multiemployer plans that offer pension and other postretirement benefits and became effective for interim and annual periods ending on or after December 15, 2011. Other than the additional disclosure requirements, the adoption of this standard for the year ended July 31, 2012 did not have a material impact on our consolidated financial statements.

     In February 2013, the FASB amended the disclosure requirements regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment does not change the current requirement for reporting net income or other comprehensive income, but requires additional disclosures about items reclassified out of accumulated other comprehensive income, and the consolidated statement of income and retained earnings line items impacted by the reclassifications. We adopted this standard effective August 1, 2013 and have presented the disclosures in comparative form. Other than the additional disclosure requirements, the adoption of this standard did not have a material impact on our consolidated financial statements. The effect of applying this standard is reflected in Note 14.

     In April 2014, the FASB issued an update (“ASU 2014-08”) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to ASC Topic 205, Presentation of Financial Statements and ASC Topic 360, Property Plant and Equipment. Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, ASU 2014-08 expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. The adoption of this update on August 1, 2015 is not expected to have any impact on our consolidated financial statements.

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     In May 2014, the FASB issued an update (“ASU 2014-09”) establishing ASC Topic 606 Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ASU 2014-09 is effective for interim and annual reporting in fiscal years that begin after December 15, 2016. The adoption of the update on August 1, 2017 is not expected to have a significant impact on our consolidated financial statements.

2. MARKETABLE SECURITIES:

     As of July 31, 2014 and 2013, the Company’s marketable securities were classified as follows:

		July 31, 2014													July 31, 2013
					Gross			Gross										Gross			Gross
					Unrealized			Unrealized				Fair						Unrealized			Unrealized			Fair
		Cost			Gains			Losses				Value			Cost			Gains			Losses			Value
Current:
Held-to-maturity:
Certificate of deposit		$	—		$	—			$ —			$	—		$	50,326		$	—		$	—		$	50,326
		$	—		$	—			$ —			$	—		$	50,326		$	—		$	—		$	50,326
Non-current:
Available-for-sale:
Mutual funds		$	691,047		$	129,173			$ —			$	820,220		$	1,559,925		$	242,041		$	12,052		$	1,789,914
Equity securities			426,754			107,239			—				533,993			515,715			105,341			1,697			619,359
		$	1,117,801		$	236,412			$ —			$	1,354,213		$	2,075,640		$	347,382		$	13,749		$	2,409,273

     Investment income for the years ended July 31, 2014, 2013 and 2012 consists of the following:

3. LONG-TERM DEBT—MORTGAGES AND TERM LOAN:

					July 31, 2014						July 31, 2013
	Current
	Annual		Final		Due			Due			Due			Due
	Interest		Payment		Within			After			Within			After
	Rate		Date		One Year			One Year			One Year			One Year
Mortgages:
Fishkill, New York property	6.98%		2/18/15		$	68,112		$	1,470,463		$	48,320		$	1,538,575
Bond St. building, Brooklyn, NY	6.98%		2/18/15			171,888			3,710,872			121,942			3,882,760
Total					$	240,000		$	5,181,335		$	170,262		$	5,421,335

     The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. The loan consists of: a) a permanent, first mortgage loan to refinance an existing first mortgage loan affecting the Fishkill, New York property, which matured on July 1, 2004 (the “First Permanent Loan”), b) a permanent subordinate mortgage loan in the amount of $1,870,000 (the “Second Permanent Loan”), and c) multiple, successively subordinate loans in the amount $8,295,274 (“Subordinate Building Loans”). The Company, in February 2008, converted the loan totaling $12,000,000 to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%. The outstanding balance of the loan totaling $5,318,490 will become due and payable on February 18, 2015. At this time, the Company is in the process of refinancing this mortgage with the current lender for an expected term of five (5) years.

     Estimated maturities of long-term debt-mortgages and term loan payable outstanding at July 31, 2014 are as follows: Years ending July 31, 2015 (included in current liabilities): $240,000; 2016: $240,000; 2017: $240,000; 2018: $240,000; 2019: $240,000 and thereafter, $4,221,335.

     The carrying value of all properties collateralizing the above debt is $25,447,800 at July 31, 2014.

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4. INCOME TAXES:

     Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2014 and 2013 are a result of temporary differences related to the items described as follows:

	2014						2013
	Deferred			Deferred			Deferred			Deferred
	Tax Assets			Tax Liabilities			Tax Assets			Tax Liabilities
Rental income received in advance	$	199,413		$	—		$	222,408		$	—
Unbilled receivables		—			1,149,512			—			976,652
Property and equipment		—			2,964,078			—			2,557,262
Deferred revenue		946,033			—			—			—
Unrealized gain on marketable securities		—			106,291			—			150,001
Other		418,376			—			453,536			—
	$	1,563,822		$	4,219,881		$	675,944		$	3,683,915

     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, 2014 and 2013.

     Income taxes provided for the years ended July 31, 2014, 2013 and 2012 consist of the following:

Components of the deferred tax provision (benefit) for the years ended July 31, 2014, 2013 and 2012 consist of the following:

     For the year ended July 31, 2012, deferred tax expense was $877,000, of which $469,000 was due to a change in the expected calculation of New York State and New York City taxes. Historically, the Company has calculated the aforementioned taxes based on capital; as such, the taxes were considered franchise taxes and were not included when calculating deferred taxes. Effective April 30, 2012, management assumed future taxes for New York State and New York City will be calculated based on income. This change in management’s assumption relating to operating income in future periods for state and city deferred tax calculation increased the deferred tax asset, deferred tax liability, and deferred taxes on unrealized gain on available-for-sale securities by $145,000, $641,000, and $27,000, respectively, at July 31, 2012, with the charge to deferred tax expense for $469,000.

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     Taxes provided for the years ended July 31, 2014, 2013 and 2012 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:

     For the year ended July 31, 2014, the Company utilized a $182,841 capital loss carryforward, resulting in a current benefit of approximately $82,200.

     For the year ended July 31, 2012, the Company utilized a $121,103 federal net operating loss carryforward, resulting in a current federal benefit in the income tax provision of $41,175.

     The Company evaluates the effect of uncertain tax positions in accordance with the provisions of GAAP. The Company records interest and penalties relating to its tax returns and provisions as interest expense and administrative and general expenses, respectively.

     The Company’s federal tax returns have been audited through the year ended July 31, 2006 and the Internal Revenue Service has issued a notice of intent to audit the 2013 tax return and the New York State tax returns have been audited through July 31, 2012. New York City is in the process of auditing through July 31, 2012. Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions.

     On September 13, 2013, the U.S. Department of the Treasury and the Internal Revenue Service released final income tax regulations on the deduction and capitalization of expenditures related to tangible property (“tangible property regulations”). The tangible property regulations clarify and expand sections 162(a) and 263(a) of the Internal Revenue Code (“IRC”), which relate to amounts paid to acquire, produce, or improve tangible property. Additionally, the tangible property regulations provide final guidance under IRC section 167 regarding accounting for and retirement of depreciable property and regulations under IRC section 168 relating to the accounting for property under the Modified Accelerated Cost Recovery System. The tangible property regulations affect all taxpayers that acquire, produce, or improve tangible property, and generally apply to taxable years beginning on or after January 1, 2014, which will impact the fiscal year ending July 31, 2015. The tangible property regulations will require the Company to make additional tax accounting method changes as of August 1, 2014. Changes in tax law are accounted for in the period of enactment, therefore certain provisions of the legislation could impact the presentation of deferred tax assets and liabilities in the consolidated balance sheet but are not expected to have a material impact on the Company’s effective tax rate. The adoption of the regulations is expected to primarily affect timing and is not likely to have a material impact on the consolidated financial statements.

5. 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 terms, range from 7 years to 29 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 leased real property for each of the three fiscal years in the period ended July 31, 2014 was exceeded by sublease rental income, as follows:

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     Rent expense related to an affiliate principally owned by a director of the Company totaled $825,000 for fiscal years ended July 31, 2014, 2013 and 2012. The rent expense is derived from two leases which expire July 31, 2027 and April 30, 2031, respectively. Rent expense is recognized on a straight-line basis over the lives of the leases.

     Future minimum non-cancelable rental commitments for operating leases with initial or remaining terms of one year or more are payable as follows:

____________________
 

*	Minimum payments have not been reduced by minimum sublease rentals of $32,911,324 under operating leases due in the future under non-cancelable leases.

6. RENTAL INCOME:

     Rental income for each of the fiscal years 2014, 2013 and 2012 is as follows:

     Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:

     Rental income is recognized on a straight-line basis over the lives of the leases.

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7. PAYROLL AND OTHER ACCRUED LIABILITIES:

     Payroll and other accrued liabilities for the fiscal years ended July 31, 2014 and 2013 consist of the following:

8. EMPLOYEES’ RETIREMENT PLANS:

     The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $366,741, $350,536, and $334,152 as contributions to the Plan for fiscal years 2014, 2013 and 2012, respectively.

MULTI-EMPLOYER PLAN:

     The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension plan for the years ended July 31, 2014, 2013 and 2012 were $47,903, $37,501, and $29,628, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans.

     Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan.

Information for contributing employer’s participation in the multi-employer plan:

	Legal name of Plan:		United Food and Commercial Workers
			Local 888 Pension Fund
	Employer identification number:		13-1819138
	Plan number:		002
	Date of most recent Form 5500:		December 31, 2012
	Certified zone status:		Critical Status
	Status determination date:		January 1, 2012
	Plan used extended amortization provisions in status calculation:		Yes
	Minimum required contribution:		None
	Employer contributing greater than 5% of Plan contributions for
	year ended December 31, 2012:		Yes
	Rehabilitation plan implemented:		Yes
	Employer subject to surcharge:		Yes
	Contract expiration date:		November 30, 2016

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9. 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 disclosures:

10. FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS:

     The following disclosure of estimated fair value was determined by the Company using available market information and appropriate valuation methods. Considerable judgment is necessary to develop estimates of fair value. The estimates presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.

     The Company estimates the fair value of its financial instruments using the following methods and assumptions: (i) quoted market prices, when available, are used to estimate the fair value of investments in marketable debt and equity securities; (ii) discounted cash flow analyses are used to estimate the fair value of long-term debt, using the Company’s estimate of current interest rates for similar debt; and (iii) carrying amounts in the balance sheet approximate fair value for cash and cash equivalents and tenant security deposits due to their high liquidity.

     Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities and cash and cash equivalents. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.

     Other assets subject to credit risk include receivables and unbilled receivables. The Company derived rental income from fifty one tenants, of which one tenant accounted for 19.16% and another tenant accounted for 15.34% of rental income during the year ended July 31, 2014. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2014. Of the receivables recorded at July 31, 2014, one tenant accounted for 29.49% of the receivables due to a restructuring of the payments due on leases and one other tenant accounted for 39.48% of the receivables. Of the unbilled receivables, one tenant accounted for 26.40% and another tenant accounted for 24.19% of the balance at July 31, 2014. No other tenants accounted for 10% of billed receivables, unbilled receivables, or combined billed and unbilled receivables. Write-offs of unbilled receivables, primarily due to restructuring of leases, were $66,265 for 2014, $324,536 for 2013 and $5,103 for 2012.

     The Company has one irrevocable letter of credit totaling $230,000 at July 31, 2014 and 2013 provided by one tenant as a security deposit.

11. DEFERRED CHARGES:

     Deferred charges for the fiscal years ended July 31, 2014 and 2013 consist of the following:

		July 31, 2014						July 31, 2013
		Gross						Gross
		Carrying			Accumulated			Carrying			Accumulated
		Amount			Amortization			Amount			Amortization
Leasing brokerage commissions		$	2,667,272		$	1,166,367		$	2,708,480		$	1,051,598
Professional fees for leasing			387,073			219,758			337,592			164,945
Financing costs			780,671			740,801			760,671			704,118
Total		$	3,835,016		$	2,126,926		$	3,806,743		$	1,920,661

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     The aggregate amortization expense for the three years in the period ended July 31, 2014 was $468,607, $456,524, and $334,261, respectively.

     The weighted average life of current year additions to deferred charges was 8.89 years.

     The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

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 July 31, 2014 and at July 31, 2013.

13. NOTE PAYABLE:

     On December 15, 2004, the Company borrowed $1,000,000 on an unsecured basis from a former director of the Company, who at the time was also a greater than 10% beneficial owner of the outstanding common stock of the Company. The former director passed away in November 2012 and the note is currently an asset of the estate of the former director. The loan has been repeatedly renewed to its current maturity date of December 15, 2016. The note is prepayable in whole or in part at any time without penalty. The constant quarterly payment of interest is $12,500. The interest paid for each of the three years ended July 31, 2014 was $50,000 each year.

14. ACCUMULATED OTHER COMPREHENSIVE INCOME:

     The only component of accumulated other comprehensive income is unrealized gains (losses) on available-for-sale securities.

     A summary of the changes in accumulated other comprehensive income for the fiscal years ended July 31, 2014, 2013, and 2012 is as follows:

		Years Ended July 31,
		2014				2013				2012
Beginning balance, net of tax effect		$	183,633			$	133,477			$	126,415
Other comprehensive income, net of tax effect:
Unrealized gains on available-for-sale securities			57,966				90,156				53,062
Tax effect			(26,000	)			(40,000	)			(46,000	)
Unrealized gains on available-for-sale securities, net of tax			31,966				50,156				7,062
Amounts reclassified from accumulated other
comprehensive income, net of tax effect:
Unrealized gains (losses) on available-for-sale
securities reclassified			(155,187	)			—				—
Tax effect			69,000				—				—
Amount reclassified, net of tax effect			(86,187	)			—				—
Ending balance, net of tax effect		$	129,412			$	183,633			$	133,477

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     A summary of the line items in the Consolidated Statements of Income and Retained Earnings affected by the amounts reclassified from accumulated other comprehensive income is as follows:

	Details about accumulated other		Affected line item in the statement
	comprehensive income components		where net income is presented
	Other comprehensive income reclassified		Investment income
	Tax effect		Income taxes provided

15. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT:

     On June 16, 2014, the Company entered into a Second Amendment of Lease (the “Amendment”) with 33 Bond St. LLC (“Bond”), its landlord, for certain truck bays and approximately 1,000 square feet located at the cellar level within a garage at Livingston and Bond Street (“Premises”). Pursuant to the Amendment, (1) a lease option for the Premises was exercised extending the lease until December 8, 2043, (2) the Company, simultaneously with the execution of the Amendment, vacated the Premises so that Bond may demolish the building in which the Premises is located in order to develop and construct a new building at the location, and (3) Bond agreed to redeliver to the Company possession of the reconfigured Premises after construction.

     As consideration under the Amendment, Bond agreed to pay the Company a total of $3,500,000. Upon execution of the Amendment, the Company recorded $3,500,000 to deferred revenue to be amortized to revenue to temporarily vacate the premises over the expected vacate period of 36 months. Bond tendered $2,250,000 simultaneously with the execution of the Amendment, and the balance due of $1,250,000 on June 16, 2015 has been recorded by the Company as a receivable.

     In connection with the Amendment, the parties also agreed to settle a pending lawsuit in the Supreme Court of the State of New York, Kings County, Index No. 50796/13 (the “Action”), in which the Company sought, among other things, a declaratory judgment that it validly renewed the lease for the Premises, and Bond sought, among other things, a declaratory judgment that the lease expired by its terms on December 8, 2013. Pursuant to a stipulation of settlement, filed on June 16, 2014, the Action, including all claims and counterclaims, has been discontinued with prejudice, without costs or attorneys’ fees to any party as against the other. The stipulation of settlement also contains general releases by both parties of all claims.

16. 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.

     If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.

     Because of defective workmanship and breach of contract, the Company commenced litigation against a contractor to pay damages and return in full $376,467 of a deposit paid when work commenced to replace a roof on the Fishkill, New York building. As of July 31, 2014, this deposit is included in other assets on the balance sheet in security deposits. Based on limited information available at this time, the Company cannot predict the outcome of this matter and expects to vigorously pursue this contractor until the deposit is returned and damages are paid.

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J.W. MAYS, INC.

REPORT OF MANAGEMENT

     Management is responsible for the preparation and reliability of the financial statements and the other financial information in this Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to changes in operations.

     The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual results could differ from estimated amounts.

     To ensure complete independence, D’Arcangelo & Co., LLP, the independent registered public accounting firm, has full and free access to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal controls and the quality of financial reporting.

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J.W. MAYS, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
J.W. Mays, Inc. and Subsidiaries

     We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and subsidiaries as of July 31, 2014 and 2013, and the related consolidated statements of income and retained earnings, comprehensive income, and cash flows for each of the years in the three year period ended July 31, 2014. J.W. Mays, Inc. and subsidiaries management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 subsidiaries as of July 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three year period ended July 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

D’ARCANGELO & CO., LLP
Rye Brook, New York
October 2, 2014

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J.W. MAYS, INC.

FIVE YEAR SUMMARY OF CONSOLIDATED OPERATIONS
(dollars in thousands except per share data)

		Years Ended July 31,
		2014				2013				2012				2011				2010
Revenues:
Rental income		$	16,935			$	15,892			$	16,530			$	14,857			$	14,525
Recovery of real estate taxes			—				—				—				—				243
Revenue to temporarily vacate lease			146				—				—				—				—
Total revenues		17,081				15,892					16,530				14,857				14,768
Expenses:
Real estate operating expenses		9,629				8,821					8,044				7,837				7,584
Administrative and general expenses		4,255				3,584					3,615				3,575				3,828
Depreciation and amortization		1,722				1,637					1,575				1,557				1,563
Loss on disposition of
property and equipment			4			316					4				8				—
Total expenses		15,610				14,358					13,238				12,977				12,975
Income from continuing operations before
investment income, interest expense,
and income taxes		1,471				1,534					3,292				1,880				1,793
Investment income (loss) and interest expense:
Investment income			232				74				32				103				72
Interest expense		(423		)		(426		)			(523	)			(653	)			(724	)
		(191		)		(352		)			(491	)			(550	)			(652	)
Income from continuing operations
before income taxes		1,280					1,182				2,801				1,330				1,141
Income taxes provided			541				518				1,531				572				480
Net income from continuing operations			739				664				1,270				758				661
Discontinued operations:
Net (loss) from discontinued
operations - net of taxes			—				—				—				(228	)			(229	)
Net income		$	739			$	664			$	1,270			$	530			$	432
Income per common share:
Income per common share from
continuing operations		$	.37			$	.33			$	.63			$	.37			$	.33
(Loss) per common share from
discontinued operations			—				—				—				(.11	)			(.12	)
Net income per common share		$	.37			$	.33			$	.63			$	.26			$	.21
Dividends per share		$	—			$	—			$	—			$	—			$	—
Average common shares outstanding			2,015,780				2,015,780				2,015,780				2,015,780				2,015,780

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J.W. MAYS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.

FORWARD LOOKING STATEMENTS

     The following can be interpreted as including forward-looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 9 through 11 to the Consolidated Financial Statements). Newly effective accounting principles are also disclosed in Note 1. Information about our deferred tax assets is included in Note 4 to the Consolidated Financial Statements on pages 13 and 14. Our significant intangible assets are included in deferred charges as described in Note 11 to the Consolidated Financial Statements on pages 17 and 18.

FISCAL 2014 COMPARED TO FISCAL 2013

     Net income for the year ended July 31, 2014 amounted to $739,323, or $.37 per share, compared to net income for the year ended July 31, 2013 of $663,671, or $.33 per share.

     Revenues in the current year increased to $17,081,430 from $15,891,823 in the comparable 2013 year primarily due to the settlement of litigation with a retail tenant in the amount of $181,257 at the Company’s Nine Bond Street, Brooklyn, New York building and increased rents from the office tenants who replaced previous office tenants at the Company’s Jowein building in Brooklyn, New York and revenue from temporarily vacating a lease in the amount of $145,833.

     Real estate operating expenses in the current year increased to $9,628,631 from $8,821,467 in the comparable 2013 year primarily due to increases in real estate taxes, payroll costs and maintenance costs, partially offset by a decrease in bad debt expense in the amount of $324,536 in the comparable 2013 year. The 2014 year had a bad debt expense in the amount of $66,265 from a tenant that vacated the Massapequa, New York property in June 2014.

     Administrative and general expenses in the current year increased to $4,255,631 from $3,584,104 in the comparable 2013 year primarily due to increases in payroll costs, legal and professional costs and pension costs.

     Depreciation and amortization expense in the current year increased to $1,721,850 from $1,636,561 in the comparable 2013 year primarily due to improvements to the Nine Bond Street, Brooklyn, New York building, the Jowein building in Brooklyn, New York and the Fishkill, New York building.

     The current year had a loss on disposition of property and equipment in the amount of $4,291. The 2013 year had a loss on disposition of property and equipment in the amount of $316,021.

     Interest expense in the current year exceeded investment income by $190,704 and by $351,999 in the comparable 2013 year. The decrease in interest expense over investment income was primarily due to the gain on sale of marketable securities and interest expense reductions effected by scheduled repayments of debt.

FISCAL 2013 COMPARED TO FISCAL 2012

     Net income for the year ended July 31, 2013 amounted to $663,671, or $.33 per share, compared to net income for the year ended July 31, 2012 of $1,270,353, or $.63 per share.

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     Revenues in the year ended 2013 decreased to $15,891,823 from $16,530,063 in the comparable 2012 year. The decrease in revenues was primarily due to two office tenants vacating the Company’s Jowein building in Brooklyn, New York and on a retail tenant at the Company’s Nine Bond Street, Brooklyn, New York building which at the time was in litigation for eviction, partially offset by one new office tenant at the Company’s Nine Bond Street, Brooklyn, New York building and two new office tenants at the Company’s Jowein building in Brooklyn, New York.

     Real estate operating expenses in the year ended 2013 increased to $8,821,467 from $8,044,218 in the comparable 2012 year primarily due to increases in maintenance costs, real estate taxes, payroll costs, leasing commissions and a bad debt expense in the amount of $240,258 from a retail tenant at the Company’s Nine Bond Street, Brooklyn, New York building and a bad debt expense in the amount of $84,278 from a retail tenant at the Company’s Jamaica, New York building, partially offset by decreases in utility costs and licenses and permit costs.

     Administrative and general expenses in the year ended 2013 decreased to $3,584,104 from $3,614,784 in the comparable 2012 year primarily due to decreases in legal and professional costs.

     Depreciation and amortization expense in the year ended 2013 increased to $1,636,561 from $1,574,913 in the comparable 2012 year primarily due to improvements to the Nine Bond Street, Brooklyn, New York building and the Jowein building in Brooklyn, New York.

     The year ended 2013 had a loss on disposition of property and equipment in the amount of $316,021, due to renovations of office space at the Company’s Jowein building in Brooklyn, New York, compared to $4,215 in the 2012 year.

     Interest expense in the year ended 2013 exceeded investment income by $351,999 and by $490,580 in the comparable 2012 year. The decrease in the excess of interest expense over investment income was primarily due to scheduled repayments of debt.

LIQUIDITY AND CAPITAL RESOURCES

     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 $1,892,760 at July 31, 2014.

     In February 2013, the Company entered into a lease agreement with a tenant for 10,000 square feet for office space at the Company’s Nine Bond Street, Brooklyn, New York property. The cost of construction was $1,283,188 and brokerage commissions were $247,830. Occupancy commenced in December 2013 and rent commenced in March 2014. The Company had to relocate part of its general offices to accommodate the tenant at a cost of $556,868. Both of these projects were financed through operating funds.

     In October 2013, the Company leased 99,992 square feet to a retail tenant at the Company’s Fishkill property. Occupancy commenced in November 2013 and rent commenced in March 2014. The Company incurred total construction costs of $1,847,431, including a new roof, repavement of the parking lot and façade work.

     The Company also renewed leases with two office tenants at the Company’s Jowein building in Brooklyn, New York who occupy 8,000 and 8,300 square feet, respectively. The existing lease renewal periods were extended to June 30, 2016 and September 30, 2018, respectively. The Company also renewed a lease with an office tenant at the Company’s Jamaica, New York building, who occupies 38,109 square feet for an additional five year period expiring on November 30, 2018.

     Two of the Company’s retail tenants at its Jamaica, New York building who occupy 28,335 square feet and 25,954 square feet and whose leases expired in August 2013 and September 2013, respectively, did not renew their leases. The loss in annual rental income is $240,000 and $300,000, respectively. The tenant who occupied 28,335 square feet stayed as a tenant on a month to month rental until February 2014 and the tenant who occupied 25,954 square feet vacated the premises in October 2013. The Company in November 2013 leased the 25,954 square feet to a retail furniture store for a ten year period and in March 2014, leased with an existing retail tenant the 28,335 square feet for a fifteen year period. The rental income received from these tenants will be greater than the rental income from the previous tenants. Rent commenced in May 2014 for the retail furniture store and commenced in August 2014 for the existing retail tenant.

     In January 2013, a tenant who occupies 7,401 square feet of retail space at the Company’s Nine Bond Street, Brooklyn, New York property informed the Company that it planned to vacate the premises. Litigation to evict the tenant from the premises was settled by the Company in October 2013. Under the terms of the settlement the tenant is to pay all past rent due the Company in the amount of $181,257 and continued its occupancy under the terms of the lease agreement.

     In October 2013, a tenant at the Company’s Circleville, Ohio property extended its lease for a period of five years expiring on October 31, 2018. This tenant also increased the amount of square footage occupied from 30,000 square feet to 48,000 square feet.

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     In June 2014, an office tenant at the Company’s Nine Bond Street, Brooklyn, New York building vacated the premises. The loss in rental income is approximately $100,000. The Company is utilizing brokers to actively seek tenants to occupy the vacated space.

     In June 2014, a fast food restaurant at the Company’s Massapequa, New York property vacated the premises. The loss in rental income is approximately $200,000. The Company is utilizing brokers to actively seek tenants to occupy the vacated space.

     On June 16, 2014, the Company entered into a Second Amendment of Lease (the “Amendment”) with 33 Bond St. LLC (“Bond”), its landlord, for certain truck bays and approximately 1,000 square feet located at the cellar level within a garage at Livingston and Bond Street (“Premises”). Pursuant to the Amendment, (1) a lease option for the Premises was exercised extending the lease until December 8, 2043, (2) the Company, simultaneously with the execution of the Amendment, vacated the Premises so that Bond may demolish the building in which the Premises is located in order to develop and construct a new building at the location, and (3) Bond agreed to redeliver to the Company possession of the reconfigured Premises after construction.

     As consideration under the Amendment, Bond agreed to pay the Company a total of $3,500,000. Upon execution of the Amendment, the Company recorded $3,500,000 to deferred revenue to be amortized to revenue to temporarily vacate the premises over the expected vacate period of 36 months. Bond tendered $2,250,000 simultaneously with the execution of the Amendment, and the balance due of $1,250,000 on June 16, 2015 has been recorded by the Company as a receivable.

     In connection with the Amendment, the parties also agreed to settle a pending lawsuit in the Supreme Court of the State of New York, Kings County, Index No. 50796/13 (the “Action”), in which the Company sought, among other things, a declaratory judgment that it validly renewed the lease for the Premises, and Bond sought, among other things, a declaratory judgment that the lease expired by its terms on December 8, 2013. Pursuant to a stipulation of settlement, filed on June 16, 2014, the Action, including all claims and counterclaims, has been discontinued with prejudice, without costs or attorneys’ fees to any party as against the other. The stipulation of settlement also contains general releases by both parties of all claims.

     The Company is replacing a boiler and a roof at its Nine Bond Street building in Brooklyn, New York and is also replacing the sidewalk at its Jowein building in Brooklyn, New York. The cost of these projects will be approximately $450,000.

CONTRACTUAL OBLIGATIONS:

     At July 31, 2014, the Company had certain contractual cash obligations, as set forth in the following tables:

		Payment Due by Period
					Less than 1			1-3			4-5			After 5
Contractual Cash Obligations		Total			Year			Years			Years			Years
Mortgages and term loan payable		$	5,421,335		$	240,000		$	480,000		$	480,000		$	4,221,335
Note payable			1,000,000			—			1,000,000			—			—
Security deposits payable			746,603			10,500			173,354			223,373			339,376
Operating leases			24,997,095			1,724,004			3,448,008			3,463,218			16,361,865
Total contractual cash obligations		$	32,165,033		$	1,974,504		$	5,101,362		$	4,166,591		$	20,922,576

CASH FLOWS:

     The following table summarizes our cash flow activity for the fiscal years ended July 31, 2014, 2013 and 2012:

		2014				2013				2012
Net cash provided by operating activities		$	4,134,834			$	2,815,536			$	3,583,106
Net cash (used) by investing activities			(2,645,449	)			(3,209,127	)			(1,535,967	)
Net cash (used) by financing activities			(261,343	)			(281,894	)			(3,363,290	)

CASH FLOWS FROM OPERATING ACTIVITIES:

     Receivable to Temporarily Vacate Lease: The Company has a receivable in the amount of $1,250,000 due from its landlord for certain truck bays located at a garage at Livingston and Bond Street in Brooklyn, New York. The amount of $1,250,000 is to be received on June 16, 2015.

     Deferred Charges: The Company had expenditures for brokerage commissions for the year ended July 31, 2014 in the amount of $180,400, relating to a tenant at its Jamaica, New York building.

     Payroll and Other Accrued Liabilities: The Company incurred $180,400 for brokerage commissions in order to lease space at the Company’s Jamaica, New York building for the year ended July 31, 2014.

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CASH FLOWS FROM INVESTING ACTIVITIES:

     The Company had expenditures of $97,014 for the year ended July 31, 2014, for work on the elevators in the Brooklyn, New York and Jamaica, New York buildings. The cost of the project is expected to be $315,738 of which $303,108 has been paid.

     The Company had expenditures of $319,231 for the year ended July 31, 2014 for construction costs at its Fishkill, New York building for a retail tenant’s renovation. The project was completed in November 2013.

     The Company had expenditures of $1,528,200 for the year ended July 31, 2014 for work at its Fishkill, New York property for a new roof, the repavement of the parking lot and façade work. The renovations were completed in July 2014.

     The Company had expenditures in the amount of $376,467 for deposits to an outside contractor for work to be done at the Company’s Fishkill, New York building.

     The Company had expenditures of $795,254 in the year ended July 31, 2014 for the renovation of 10,000 square feet for office space for a tenant at the Company’s Nine Bond Street, Brooklyn, New York building. The cost of the project was $1,283,188 and was completed in December 2013.

     The Company had expenditures of $191,928 for the year ended July 31, 2014 for renovations for an existing tenant at the Company’s Nine Bond Street, Brooklyn, New York building, as part of the tenant’s lease agreement. The total cost of the renovations was $191,928 and the renovations were completed in December 2013.

     The Company had expenditures of $188,940 in the year ended July 31, 2014 for renovations for an existing tenant at the Company’s Jamaica, New York building as part of the tenant’s lease agreement. The total cost of the renovations was $188,940 and the renovations were completed in March 2014.

RELATED PARTY TRANSACTIONS:

     During fiscal 2014, the Company paid Weinstein Enterprises, Inc. (“Enterprises”) total rentals of $825,000 for leases on which two of the Company’s real estate properties are located. The Company paid the estate of a beneficial owner of greater than 10% of the outstanding common stock of the Company, interest of $50,000 on an unsecured note. In the opinion of the Company, the rentals paid to Enterprises and the interest paid to the beneficial owner are no more favorable than would be payable for comparable properties, loans, respectively, in arms-length transactions with non-affiliated parties.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

     This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of the Annual Report on Form 10-K and this Annual Report to Shareholders and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2014 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

• changes in the rate of economic growth in the United States;
   
• changes in the financial condition of our customers;
   
• changes in regulatory environment;
   
• lease cancellations;
   
• changes in our estimates of costs;
   
• war and/or terrorist attacks on facilities where services are or may be provided;
   
• outcomes of pending and future litigation;
   
• increasing competition by other companies;
   
• compliance with our loan covenants;
   
• recoverability of claims against our customers and others by us and claims by third parties against us; and
   
• changes in estimates used in our critical accounting policies.

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     Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

     We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U. S. Securities and Exchange Commission.

CONTROLS AND PROCEDURES:

     The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of July 31, 2014, 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 material weaknesses or significant deficiencies noted, and therefore there were no corrective actions taken.

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J.W. MAYS, INC.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(dollars in thousands except per share data)

		Three Months Ended
		Oct. 31, 2013					Jan. 31, 2014						Apr. 30, 2014					July 31, 2014
Revenues			$	4,219				$	4,139					$	4,268				$	4,455
Revenues less expenses			$	817				$	(57	)				$	291				$	229
Net income (loss)			$	436				$	(57	)				$	218				$	142
Net income (loss) per common share			$	.22				$	(.03	)				$	.11				$	.07

		Three Months Ended
		Oct. 31, 2012					Jan. 31, 2013						Apr. 30, 2013					July 31, 2013
Revenues			$	4,195				$	4,105					$	3,704				$	3,888
Revenues less expenses			$	845				$	(82	)				$	182				$	237
Net income (loss)			$	501				$	(11	)				$	73				$	101
Net income (loss) per common share			$	.25				$	(.01	)				$	.04				$	.05

     Income 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 AND DIVIDEND INFORMATION:

     Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

     The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2014 and 2013:

     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 5, 2014, the Company had approximately 1,350 shareholders of record.

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J.W. MAYS, INC.

OFFICERS

Lloyd J. Shulman		Chairman of the Board and President, Chief Executive Officer and Chief Operating Officer
Mark S. Greenblatt		Vice President and Treasurer
Ward N. Lyke, Jr.		Vice President and Assistant Treasurer
George Silva		Vice President-Operations
Salvatore Cappuzzo		Secretary

BOARD OF DIRECTORS

Robert L. Ecker2,3,4,6		Partner in the law firm of Ecker, Ecker & Associates, LLP
Mark S. Greenblatt3,5		Vice President and Treasurer, J.W. Mays, Inc.
Dean L. Ryder1,2,3,4,6		President, Putnam County National Bank
Jack Schwartz1,2,3,4,6		Private Consultant
Lloyd J. Shulman1,3		Chairman of the Board and President, Chief Executive Officer and Chief Operating Officer,
		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 Executive Compensation Committee
5		Member of Disclosure Committee (Mr. Lyke and Mr. Lance Myers are also members)
6		Member of Nominating Committee

FORM 10-K ANNUAL REPORT

     Copies of the Company’s Form 10-K Annual Report to the U. S. Securities and Exchange Commission for the fiscal year ended July 31, 2014 will be furnished without charge to shareholders upon written request to:

Secretary, J.W. Mays, Inc.
9 Bond Street
Brooklyn, New York 11201-5805.

     Copies of the Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholders are available at: http://www.astproxyportal.com/ast/03443

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