EXHIBIT 13

 

 

 

 

 

 

 

 

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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		23-28
Controls and Procedures		28
Quarterly Financial Information (Unaudited)		29
Common Stock and Dividend Information		29
Officers and Directors		30

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 17, 2015, 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)

		2015			2014			2013			2012			2011
Rental Income		$	17,732		$	16,935		$	15,892		$	16,530		$	14,857
Recovery of Real Estate Taxes			11			—			—			—			—
Revenue to Temporarily Vacate Lease			1,167			146			—			—			—
Total Revenues			18,910			17,081			15,892			16,530			14,857
Net Income from Continuing Operations			2,209			739			664			1,270			758
Net Loss from Discontinued Operations -
net of taxes			—			—			—			—			(228	)
Net Income			2,209			739			664			1,270			530
Real Estate-Net			48,060			47,320			45,450			44,158			44,592
Total Assets			66,436			61,177			56,694			55,385			56,341
Long-Term Debt:
Mortgages and Term Loan Payable			5,786			5,181			5,422			5,592			5,750
Note Payable			1,000			1,000			1,000			1,000			1,000
Deferred Revenue			1,021			2,188			—			—			—
Other			815			736			639			772			922
Total			8,622			9,105			7,061			7,364			7,672
Shareholders’ Equity			46,385			44,109			43,424			42,710			41,433
Income per Common Share from
Continuing Operations			1.10			.37			.33			.63			.37
Loss per Common Share from
Discontinued Operations			—			—			—			—			(.11	)
Income per Common Share		$	1.10		$	.37		$	.33		$	.63		$	.26
Cash Dividends Declared per Share		$	—		$	—		$	—		$	—		$	—

Average common shares outstanding for fiscal years 2011 through 2015: 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, 2015.

2

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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, 2015 with profits earned in each of the four quarters during this period.

In fiscal 2015, our revenues from operations were $18,909,777 compared to $17,081,430 in the 2014 fiscal year. Net income for fiscal 2015 was $2,208,682, or $1.10 per share. This compares to net income of $739,323, or $.37 per share for fiscal 2014.

The Company entered into three new lease agreements with office tenants for formerly vacated space: two at its Jowein building in Brooklyn, New York and one at its Nine Bond Street building, in Brooklyn, New York. The Company also was able to extend four leases with existing tenants: one each at its Jowein and Nine Bond Street buildings in Brooklyn, New York, one at its Jamaica, New York building and one at its Circleville, Ohio building. The Company had revenue of $1,166,667 from temporarily vacating a lease. Finally, the Company was able to extend the mortgage with a bank at a lower interest rate and borrowed an additional $652,274. These new leases, increased rentals from existing tenants and the more favorable terms of the mortgage extension should increase our revenue 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 8, 2015

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J.W. MAYS, INC.

CONSOLIDATED BALANCE SHEETS
July 31, 2015 and 2014

Assets		2015			2014
Property and Equipment-at cost (Notes 1, 3, 4 and 16):
Buildings and improvements		$	76,289,486		$	74,547,177
Improvements to leased property			1,478,012			1,478,012
Fixtures and equipment			144,545			144,545
Land			6,067,805			6,067,805
Other			235,622			238,906
Construction in progress			639,042			—
			84,854,512			82,476,445
Less accumulated depreciation and amortization			36,663,120			35,017,447
Property and equipment-net			48,191,392			47,458,998
Current Assets:
Cash and cash equivalents (Notes 9 and 10)			4,085,704			1,892,760
Receivables (Notes 1, 6 and 10)			638,643			311,006
Receivable to temporarily vacate lease (Note 15)			—			1,250,000
Income taxes refundable			695,265			196,006
Deferred income taxes (Notes 1 and 4)			3,531,000			1,564,000
Security deposits			83,012			—
Prepaid expenses			1,477,996			1,383,994
Total current assets			10,511,620			6,597,766
Other Assets:
Deferred charges (Notes 1 and 11)			3,859,594			3,835,016
Less accumulated amortization (Notes 1 and 11)			1,560,205			2,126,926
Net			2,299,389			1,708,090
Receivables (Notes 1, 6 and 10)			30,000			60,000
Security deposits			1,328,952			1,440,755
Unbilled receivables (Notes 1, 4, 6 and 10)			2,613,246			2,556,743
Marketable securities (Notes 1, 2, 10 and 14)			1,461,504			1,354,213
Total other assets			7,733,091			7,119,801
TOTAL ASSETS		$	66,436,103		$	61,176,565

See Notes to Consolidated Financial Statements.

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Liabilities and Shareholders’ Equity		2015			2014
Long-Term Debt:
Mortgages and term loan payable (Notes 3 and 10)		$	5,786,525		$	5,181,335
Note payable - related party (Notes 10 and 13)			1,000,000			1,000,000
Security deposits payable (Note 10)			693,576			736,103
Payroll and other accrued liabilities (Notes 1, 5 and 7)			121,223			—
Deferred revenue (Note 15)			1,020,833			2,187,500
Total long-term debt			8,622,157			9,104,938
Deferred Income Taxes (Notes 1 and 4)			7,386,000			4,220,000
Current Liabilities:
Accounts payable			39,759			144,250
Payroll and other accrued liabilities (Notes 1, 5 and 7)			2,597,104			2,174,487
Deferred revenue (Note 15)			1,166,667			1,166,667
Other taxes payable			5,972			6,357
Current portion of long-term debt (Notes 3 and 10)			150,763			240,000
Current portion of security deposits payable (Note 10)			83,012			10,500
Total current liabilities			4,043,277			3,742,261
Total liabilities			20,051,434			17,067,199
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 $101,000 at July 31, 2015
and $107,000 at July 31, 2014 (Notes 1, 4 and 10)			196,033			129,412
Retained earnings			41,951,946			39,743,264
			47,672,521			45,397,218
Less common stock held in treasury, at cost - 162,517 shares at
July 31, 2015 and July 31, 2014 (Note 12)			1,287,852			1,287,852
Total shareholders’ equity			46,384,669			44,109,366
Commitments (Notes 5 and 6) and Contingencies (Notes 8 and 16)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	66,436,103		$	61,176,565

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,
		2015				2014				2013
Revenues
Rental income (Notes 1 and 6)		$	17,732,485			$	16,935,597			$	15,891,823
Recovery of real estate taxes			10,625				—				—
Revenue to temporarily vacate lease (Note 15)			1,166,667				145,833				—
Total revenues			18,909,777				17,081,430				15,891,823
Expenses
Real estate operating expenses (Note 5)			9,658,282				9,628,631				8,821,467
Administrative and general expenses			4,342,762				4,255,631				3,584,104
Depreciation and amortization (Note 1)			1,695,454				1,721,850				1,636,561
Loss on disposition of property and equipment			27,648				4,291				316,021
Total expenses			15,724,146				15,610,403				14,358,153
Income before investment income,
interest expense and income taxes			3,185,631				1,471,027				1,533,670
Investment income and interest expense:
Investment income (Notes 1 and 2)			51,218				232,311				74,326
Interest expense (Notes 3, 9 and 13)			(315,167	)			(423,015	)			(426,325	)
			(263,949	)			(190,704	)			(351,999	)
Income before income taxes			2,921,682				1,280,323				1,181,671
Income taxes provided (Notes 1 and 4)			713,000				541,000				518,000
Net income			2,208,682				739,323				663,671
Retained earnings, beginning of year			39,743,264				39,003,941				38,340,270
Retained earnings, end of year		$	41,951,946			$	39,743,264			$	39,003,941
Income per common share (Note 1)		$	1.10			$	0.37			$	0.33
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,
		2015			2014				2013
Net income		$	2,208,682		$	739,323			$	663,671
Unrealized gain on available-for-sale securities:
Unrealized holding gains arising during the period net of
taxes (benefit) of ($6,000), $26,000 and $40,000 for the
fiscal years 2015, 2014 and 2013, respectively (Note 14)			66,621			31,966				50,156
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			66,621			(54,221	)			50,156
Comprehensive income		$	2,275,303		$	685,102			$	713,827

See Notes to Consolidated Financial Statements.

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J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended July 31,
			2015				2014				2013
Cash Flows From Operating Activities:
Net income			$	2,208,682			$	739,323			$	663,671
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes				1,205,000				(309,000	)			285,000
Deferred revenue				(1,166,667	)			3,354,167				—
Realized (gain) loss on sale of marketable securities				(6,455	)			(182,870	)			5,572
Loss on disposition of property and equipment				27,648				4,291				316,021
Depreciation and amortization				1,695,454				1,721,850				1,636,561
Amortization of deferred charges				351,570				468,607				456,524
Other assets -	deferred charges			(942,869	)			(290,615	)			(636,402	)
-	unbilled receivables			(56,503	)			(450,739	)			(282,265	)
-	unbilled receivable - bad debts			—				66,265				324,536
-	receivables			30,000				30,000				30,000
Changes in:
Receivables				(327,637	)			(1,489	)			(32,932	)
Receivable to temporarily vacate lease				1,250,000				(1,250,000	)			—
Prepaid expenses				(94,002	)			(62,724	)			(100,937	)
Income taxes refundable				(499,259	)			129,066				(325,072	)
Accounts payable				(104,491	)			86,582				(27,415	)
Payroll and other accrued liabilities				543,840				80,881				581,205
Income taxes payable				—				—				(79,362	)
Other taxes payable				(385	)			1,239				831
Net cash provided by operating activities				4,113,926				4,134,834				2,815,536
Cash Flows From Investing Activities:
Acquisition of property and equipment				(2,455,496	)			(3,550,674	)			(3,327,668	)
Security deposits				28,791				(285,810	)			51,950
Marketable securities:
Receipts from sales or maturities				344,271				1,248,412				621,809
Payments for purchases				(384,486	)			(57,377	)			(555,218	)
Net cash (used) by investing activities				(2,466,920	)			(2,645,449	)			(3,209,127	)
Cash Flows From Financing Activities:
Increase (decrease) - security deposits payable				29,985				(91,081	)			(123,232	)
Borrowings - mortgage debt				652,274				—				—
Payments - mortgage and other debt payments				(136,321	)			(170,262	)			(158,662	)
Net cash provided (used) by financing activities				545,938				(261,343	)			(281,894	)
Net increase (decrease) in cash and cash equivalents				2,192,944				1,228,042				(675,485	)
Cash and cash equivalents at beginning of year				1,892,760				664,718				1,340,203
Cash and cash equivalents at end of year			$	4,085,704			$	1,892,760			$	664,718

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 and $324,536 for the year ended July 31, 2013, which is included in administrative and general expenses.

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, 2015 and 2014, 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.

The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of tax returns by federal, state or city tax authorities. Financial statement effects on tax positions are recognized in the period in which it is more likely than not that the position will be sustained upon examination, the position is effectively settled or when the statute of limitations to challenge the position has expired. Interest and penalties, if any, related to unrecognized tax benefits are recorded as interest expense and administrative and general expenses, respectively.

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 2015, 2014 and 2013.

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 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, 2015.

The Company follows GAAP which 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.

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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, 2015 and 2014.

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.

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, 2015

Level 1

Level 2

Level 3

July 31, 2014

Level 1

Level 2

Level 3

Assets:

Marketable securities -

available-for-sale

$

1,461,504

$

1,461,504

$

–

$

–

$

1,354,213

$1,354,213

$

–

$

–

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, 2015 and 2014, respectively.

					Unfunded		Redemption Frequency
July 31, 2015		Fair Value			Commitments		(if currently eligible)		Redemption Notice Period
First Eagle Global CL I		$	271,462		n/a		Daily		None
Parnasus Core Equity Investor CL		$	305,626		n/a		Daily		None
Columbia Flexible CAP Income CL A		$	271,076		n/a		Daily		None

					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

Implementation of new accounting standards:

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Carryforward Exists.” The Company adopted ASU 2013-11 in the fourth quarter of fiscal year ended July 31, 2015. The adoption of this standard did not have a significant impact on these consolidated financial statements.

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. ASU 2015-14 extended the implementation date for fiscal years beginning after December 31, 2017. The adoption of the update on August 1, 2018 is not expected to have a significant impact on our consolidated financial statements.

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2. MARKETABLE SECURITIES:

As of July 31, 2015 and 2014, the Company’s marketable securities were classified as follows:

		July 31, 2015														July 31, 2014
					Gross			Gross											Gross			Gross
					Unrealized			Unrealized					Fair						Unrealized			Unrealized					Fair
		Cost			Gains			Losses					Value			Cost			Gains			Losses					Value
Non-current:
Available-for-sale:
Mutual funds		$	719,245		$	131,639			$	2,720			$	848,164		$	691,047		$	129,173			$	—			$	820,220
Equity securities			445,227			168,113				—				613,340			426,754			107,239				—				533,993
		$	1,164,472		$	299,752			$	2,720			$	1,461,504		$	1,117,801		$	236,412			$	—			$	1,354,213

The Company’s debt and equity securities, gross unrealized losses and fair value, aggregated by investment category and length of time that the investment securities have been in a continuous unrealized loss position at July 31, 2015 are as follows:

Investment income for the years ended July 31, 2015, 2014 and 2013 consists of the following:

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

							July 31, 2015						July 31, 2014
		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
Bond St. building, Brooklyn, NY		6.98	%		2/18/15			—			—			171,888			3,710,872
Bond St. building, Brooklyn, NY		3.54	%		2/01/20			150,763			5,786,525			—			—
Total							$	150,763		$	5,786,525		$	240,000		$	5,181,335

The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. The loan consisted 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%. On January 9, 2015, the Company refinanced the loan for $6,000,000, which included the outstanding balance as of January 2015 in the amount of $5,347,726 and an additional borrowing of $652,274. The loan is for a period of five years with a payment based on a twenty-five year amortization period. The interest rate for this period is fixed at 3.54% per annum. The mortgage loan is secured by the Bond Street building in Brooklyn, New York.

Maturities of long-term debt-mortgages and term loan payable outstanding at July 31, 2015 are as follows: Years ending July 31, 2016 (included in current liabilities): $150,763; 2017: $1,156,845; 2018: $162,569; 2019: $168,501; and 2020: $5,298,610.

The carrying value of all properties collateralizing the above debt is $21,965,454 at July 31, 2015.

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4. INCOME TAXES:

Income taxes provided for the years ended July 31, 2015, 2014 and 2013 consist of the following:

Taxes provided for the years ended July 31, 2015, 2014 and 2013 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:

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. The Company implemented the tangible property regulations as of August 1, 2014 to be included with the filing of its federal tax return due October 15, 2015.

For the year ended July 31, 2015, after implementing the tangible property regulations, the Company incurred a federal net operating loss of approximately $8,191,403. The Company was able to carryback approximately $1,582,003, generating a federal income tax refund receivable of $537,881. The remainder of the federal net operating loss approximating $6,609,000 will be available to offset future taxable income. In addition, as of July 31, 2015 the Company had state and city net operating loss carryforwards of approximately $9,000,000 available to offset future state and city taxable income. The net operating loss carryforwards will expire, if not used, in 2035.

The Company’s federal tax returns have been audited through the year ended July 31, 2013 and the New York State and New York City tax returns have been audited through July 31, 2012. The effects of these audits include an assessment by the Internal Revenue Service of approximately $146,000 and an assessment by the City of New York Department of Finance of approximately $5,000. Both assessments are included in the current tax provision as of July 31, 2015.

Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions. The statute of limitations in each of the state jurisdictions in which the Company operates remain open until the years are settled for federal income tax purposes, at which time amended state income tax returns reflecting all federal income tax adjustments are filed. As of July 31, 2015, there were no income tax audits in progress that would have a material impact on the consolidated financial statements.

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Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2015 and 2014 are a result of temporary differences related to the items described as follows:

		2015								2014
		Deferred			Deferred					Deferred			Deferred
		Tax Assets			Tax Liabilities					Tax Assets			Tax Liabilities
Rental income received in advance		$	202,497			$	—			$	199,413			$	—
Net operating loss carryforward			2,247,196				—				—				—
Unbilled receivables			—				888,489				—				1,149,631
Property and equipment			—				6,396,520				—				2,964,078
Deferred revenue			743,750				—				946,033				—
Unrealized gain on marketable securities			—				100,991				—				106,291
Other			337,557				—				418,554				—
		$	3,531,000			$	7,386,000			$	1,564,000			$	4,220,000

Management periodically assesses the realization of its net deferred tax assets by evaluating all available evidence, both positive and negative, associated with the Company and determining whether, based on the weight of that associated evidence, a valuation allowance for the deferred tax assets is needed. Based on this analysis, management has determined that it is more likely than not that future taxable income will be sufficient to fully utilize the federal deferred tax assets at July 31, 2015 and 2014.

New York State and New York City taxes for years through July 31, 2015 are calculated using the higher of taxes based on income or the respective capital-based franchise taxes. In April 2014, the New York State governor signed into law legislation overhauling the New York State franchise tax on corporations. The changes in the law will be effective for the Company’s year ending July 31, 2016. The state capital-based tax will be phased out over a 7-year period. As of July, 2015, the Company anticipates New York State taxes will be based on capital through 2022, and New York City taxes will be based on capital for the foreseeable future.

Due to the application of the capital-based tax while the net operating loss still applies, or due to the possible absence of State taxable income in the years beyond 2022 to which the State loss can be carried, the Company has not recorded the New York State or New York City tax benefit of its net operating loss carryforwards. Also, to reflect its expectation that reversal of temporary differences will not result in New York State or City tax based on income, as of July 31, 2015 the Company decreased the deferred tax asset, deferred tax liability, and deferred taxes on unrealized loss on available-for-sale securities by $380,000, $771,000 and $26,000, respectively, resulting in a State and City deferred tax benefit of $365,000.

Components of the deferred tax provision (benefit) for the years ended July 31, 2015, 2014 and 2013 consist of the following:

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 6 years to 28 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, 2015 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, 2015, 2014 and 2013. 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 $29,807,743 under operating leases due in the future under non-cancelable leases.

6. RENTAL INCOME:

Rental income for each of the fiscal years 2015, 2014 and 2013 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, 2015 and 2014 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 $385,083, $366,741, and $350,536, as contributions to the Plan for fiscal years 2015, 2014 and 2013, 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, 2015, 2014 and 2013 were $45,782, $47,903, and $37,501, 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:

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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 forty nine tenants, of which one tenant accounted for 18.21% and another tenant accounted for 14.91% of rental income during the year ended July 31, 2015. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2015. Of the receivables recorded at July 31, 2015, one tenant accounted for 15.76% of the receivables due to a restructuring of the payments due on leases and two other tenants accounted for 22.71% and 13.69% of the receivables, respectively. Of the unbilled receivables, one tenant accounted for 30.44%, a second tenant accounted for 19.54% and a third tenant accounted for 12.25% of the balance at July 31, 2015. No other tenants accounted for more than 10% of billed receivables, unbilled receivables, or combined billed and unbilled receivables. Write-offs of unbilled receivables, primarily due to restructuring of leases, were $0 for 2015, $66,265 for 2014 and $324,536 for 2013.

The Company has one irrevocable letter of credit totaling $230,000 at July 31, 2015 and 2014 provided by one tenant as a security deposit.

11. DEFERRED CHARGES:

Deferred charges for the fiscal years ended July 31, 2015 and 2014 consist of the following:

		July 31, 2015						July 31, 2014
		Gross						Gross
		Carrying			Accumulated			Carrying			Accumulated
		Amount			Amortization			Amount			Amortization
Leasing brokerage commissions		$	3,339,759		$	1,304,518		$	2,667,272		$	1,166,367
Professional fees for leasing			405,448			244,251			387,073			219,758
Financing costs			114,387			11,436			780,671			740,801
Total		$	3,859,594		$	1,560,205		$	3,835,016		$	2,126,926

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The aggregate amortization expense for the three years in the period ended July 31, 2015 was $351,570, $468,607, and $456,524, respectively.

The weighted average life of current year additions to deferred charges was 14.14 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, 2015 and at July 31, 2014.

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, 2015 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, 2015, 2014, and 2013 is as follows:

		Years Ended July 31,
		2015			2014				2013
Beginning balance, net of tax effect		$	129,412		$	183,633			$	133,477
Other comprehensive income, net of tax effect:
Unrealized gains on available-for-sale securities			60,621			57,966				90,156
Tax effect			6,000			(26,000	)			(40,000	)
Unrealized gains on available-for-sale securities, net of tax effect			66,621			31,966				50,156
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		$	196,033		$	129,412			$	183,633

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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 received by the Company.

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, 2015, 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, 2015 and 2014, 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, 2015. 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, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three year period ended July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

D’ARCANGELO & CO., LLP
Rye Brook, New York
October 8, 2015

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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,
		2015				2014				2013				2012				2011
Revenues:
Rental income		$	17,732			$	16,935			$	15,892			$	16,530			$	14,857
Recovery of real estate taxes			11				—				—				—				—
Revenue to temporarily vacate lease			1,167				146				—				—				—
Total revenues			18,910				17,081				15,892				16,530				14,857
Expenses:
Real estate operating expenses			9,658				9,629				8,821				8,044				7,837
Administrative and general expenses			4,343				4,255				3,584				3,615				3,575
Depreciation and amortization			1,695				1,722				1,637				1,575				1,557
Loss on disposition of
property and equipment			28				4				316				4				8
Total expenses			15,724				15,610				14,358				13,238				12,977
Income from continuing operations before
investment income, interest expense,
and income taxes			3,186				1,471				1,534				3,292				1,880
Investment income (loss) and interest expense:
Investment income			51				232				74				32				103
Interest expense			(315	)			(423	)			(426	)			(523	)			(653	)
			(264	)			(191	)			(352	)			(491	)			(550	)
Income from continuing operations
before income taxes			2,922				1,280				1,182				2,801				1,330
Income taxes provided			713				541				518				1,531				572
Net income from continuing operations			2,209				739				664				1,270				758
Discontinued operations:
Net (loss) from discontinued
operations - net of taxes			—				—				—				—				(228	)
Net income		$	2,209			$	739			$	664			$	1,270			$	530
Income per common share:
Income per common share from
continuing operations		$	1.10			$	.37			$	.33			$	.63			$	.37
(Loss) per common share from
discontinued operations			—				—				—				—				(.11	)
Net income per common share		$	1.10			$	.37			$	.33			$	.63			$	.26
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

Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and require the most difficult, subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period 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. Estimates are based on historical experience, where applicable or other assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as our critical accounting policies. 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.

Revenue Recognition

Substantially all of our revenue is recognized pursuant to the terms of long-term leases which usually range from 5 years to 20 years. Most of the leases provide for increases in fixed monthly rental income over the term of the lease. Accounting principles require us to recognize the rental income on a straight-line basis over the term of the lease; therefore during the first half of the lease period we recognize more rental income than is received from the tenant pursuant to the terms of the lease. The difference between the rental income recorded in the financial statements and the amounts due under the terms of the lease is recorded as unbilled receivables in the consolidated balance sheets. During the second half of the lease period, we recognize less rental income than is received from the tenant pursuant to the terms of the lease thereby reducing the amount of unbilled receivables. Modifications are sometimes made to the leases during the lease term which would affect the rental income recorded.

Receivables

Receivables, both billed and unbilled, are reviewed monthly for collectability. Management, based on available information, will make a decision as to whether the receivable is collectable. If circumstances indicate that a tenant will not be able to fulfill the terms of the lease, the unbilled receivable will be written off and revenue will be recorded as received.

Property and Equipment

Property and equipment is recorded at cost and depreciated over the asset’s useful life. Significant improvements to the property are capitalized and the costs of improvements no longer in use are written off. Management reviews the value of the properties for significant decreases in valuation. If any significant decreases in valuation are noted, the adjustment is recorded in the financial statements.

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Deferred Charges

In connection with obtaining new tenants and leases, we incur costs including brokerage commissions and legal fees. These costs are written off over the term of the lease on the straight-line basis. Should a tenant vacate prior to the expiration of the lease, the unamortized cost is written off at that time.

Income Taxes

Our income tax expense takes into effect taxes that are currently payable based on our income tax returns filed and taxes that will be payable in the future based on income earned in the current year that is not taxable until future events occur offset by expenses incurred in the current year that are not deductible until future events occur. Tax audits increase or decrease the amounts currently payable based on the results of the audits. The tax provision is an estimate and can change at any time due to changes in tax laws and tax rates.

Marketable Securities

We invest in mutual funds with our extra available cash. The mutual funds are valued daily by the funds based on the assets included within the funds. Our mutual fund investments are recorded in the consolidated financial statements at the daily value established by the mutual funds and we can liquidate our investments at any time. These mutual fund valuations are subject to market fluctuations and can substantially change in value at any time.

FISCAL 2015 COMPARED TO FISCAL 2014

Net income for the year ended July 31, 2015 amounted to $2,208,682, or $1.10 per share, compared to net income for the year ended July 31, 2014 of $739,323, or $.37 per share.

Revenues in the current year increased to $18,909,727 from $17,081,430 in the comparable 2014 year primarily due to revenue from an agreement to temporarily vacate a lease, one new office tenant at the Nine Bond Street building in Brooklyn, New York, two new retail tenants at the Jamaica, New York building at higher rents and a new tenant at the Company’s Fishkill, New York building.

Real estate operating expenses in the current year increased to $9,658,282 from $9,628,631 in the comparable 2014 year primarily due to increases in real estate taxes, payroll costs and insurance costs, partially offset by a decrease in maintenance costs, utility costs, leasing commissions and a bad debt expense in the amount of $66,265 from a tenant that vacated the Massapequa, New York property in the 2014 year.

Administrative and general expenses in the current year increased to $4,342,762 from $4,255,631 in the comparable 2014 year primarily due to increases in payroll costs, insurance costs, medical costs, pension costs partially offset by decreases in legal and professional costs. Additionally, New York State and New York City capital based franchise taxes of $229,943 were included in 2015, which there were none in the comparable 2014 year.

Depreciation and amortization expense in the current year decreased to $1,695,454 from $1,721,850 in the comparable 2014 year primarily due to expiring depreciation on the Fishkill, New York building, partially offset by improvements to the Nine Bond Street, Brooklyn, New York building.

The current year had a loss on disposition of property and equipment in the amount of $27,648. The 2014 year had a loss on disposition of property and equipment in the amount of $4,291.

Interest expense in the current year exceeded investment income by $263,949 and by $190,704 in the comparable 2014 year. The increase was due to a gain on sale of marketable securities in the 2014 year, offset by scheduled repayments of debt and a lower interest expense due to a lower interest rate on the refinanced mortgage with a bank in the 2015 year.

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 year ended 2014 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.

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Real estate operating expenses in the year ended 2014 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 year ended 2014 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 year ended 2014 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 year ended 2014 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 year ended 2014 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.

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 $4,085,704 at July 31, 2015.

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”).

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 was received on June 16, 2015.

In November 2014, the Company entered into a lease agreement with an existing tenant to occupy an additional 5,640 square feet of office space at the Jowein building in Brooklyn, New York. Occupancy and rent is anticipated to commence in October 2015 and December 2015, respectively. The amount of brokerage commissions and construction costs was $187,704.

In December 2014, a tenant at the Company’s Circleville, Ohio building leased an additional 12,000 square feet of warehouse space.

The Company in January 2015 extended the mortgage with a bank on its Nine Bond Street Brooklyn, New York building for a five year period (See Note 3). The Company borrowed an additional $652,274 with the extension.

In January 2015, the Company leased 3,080 square feet for office space at the Company’s Nine Bond Street Brooklyn, New York building. Rent commenced in May 2015. The amount of brokerage commissions and construction costs was $157,951.

In January 2015, the Company extended a lease with an existing tenant at the Company’s Jowein building in Brooklyn, New York, who occupies 17,364 square feet of office and storage space for an additional seven years until June 30, 2025. The cost of brokerage commissions was $125,839.

In May 2015, a tenant at the Company’s Circleville, Ohio building signed a modification of lease agreement expanding the leased premises from 60,000 square feet to 72,000 square feet.

In May 2015, the Company entered into a 20 year lease agreement with a new tenant (cancellation clause after the 10th year) to occupy 17,425 square feet of office space at the Jowein building in Brooklyn, New York. Rent is anticipated to commence in the summer of 2016 and will be approximately $550,000 annually. The amount of brokerage commissions and construction costs will be approximately $500,000 and $2,000,000, respectively. The construction is presently expected to be completed in the spring of 2016.

In May 2015, a tenant at the Company’s Circleville, Ohio building signed a modification of lease agreement expanding their lease five years until May 31, 2020 and expanding their permanent space from 60,000 square feet to 108,000 square feet with the right to lease an additional 12,000 square feet.

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In June 2015, an office tenant at the Company’s Nine Bond Street, Brooklyn, New York building who occupies 13,451 square feet extended their lease for an additional five years until July 2021.

In July 2015, an office tenant at the Company’s Jamaica, New York building who occupies 6,021 square feet extended their lease for an additional ten years until December 31, 2025.

CONTRACTUAL OBLIGATIONS:

At July 31, 2015, 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		$	5,937,288		$	150,763		$	319,414		$	5,467,111		$	—
Note payable			1,000,000			—			1,000,000			—			—
Security deposits payable			776,588			83,012			42,480			222,311			428,785
Operating leases			23,273,091			1,724,004			3,455,613			3,463,218			14,630,256
Total contractual cash obligations		$	30,986,967		$	1,957,779		$	4,817,507		$	9,152,640		$	15,059,041

CASH FLOWS:

The following table summarizes our cash flow activity for the fiscal years ended July 31, 2015, 2014 and 2013:

		2015				2014				2013
Net cash provided by operating activities		$	4,113,926			$	4,134,834			$	2,815,536
Net cash (used) by investing activities			(2,466,920	)			(2,645,449	)			(3,209,127	)
Net cash provided (used) by financing activities			545,938				(261,343	)			(281,894	)

CASH FLOWS FROM OPERATING ACTIVITIES:

Deferred Charges: The Company incurred expenditures in the amount of $826,901 for brokerage commissions for an office tenant at the Company’s Nine Bond Street building in Brooklyn, New York and three office tenants at the Company’s Jowein building in Brooklyn, New York and a tenant at the Company’s Circleville, Ohio building.

Payroll and Other Accrued Liabilities: The Company incurred additional brokerage commissions in the amount of $826,901 in the year ended July 31, 2015 which related to three new office tenants and two existing office tenants. The Company also made payments for brokerage commissions in the amount of $515,588, which reduced the balance due to $591,885.

CASH FLOWS FROM INVESTING ACTIVITIES:

The Company had expenditures of $78,290 for the year ended July 31, 2015, for work at its Circleville, Ohio building for new light fixtures. The cost of the project was $78,290 and was completed in December 2014.

The Company had the following expenditures for the year ended July 31, 2015 at its Jowein building in Brooklyn, New York:

●	New sidewalk for $162,437 which was completed in November 2014.
●	Renovation for a new office tenant for $90,394 which was completed in January 2015.
●	Renovation for an existing office tenant for $43,006 which was completed in March 2015.
●	Renovation for a new office tenant for $495,000. The total cost of the project will be approximately $2,000,000 and is anticipated to be completed in the spring of 2016.
●	The Company also had expenditures in the amount of $90,878 for various construction projects. All the projects were completed by July 2015.

The Company had expenditures of $249,162 for the year ended July 31, 2015 for various construction projects at its Fishkill, New York building. All the projects were completed by July 2015.

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The Company had the following expenditures for the year ended July 31, 2015 at its Nine Bond Street, Brooklyn, New York building:

●	Replacement of two roofs for $316,467 which were completed in November 2014 and May 2015, respectively.
●	Renovation of office space for a new tenant for $90,148, which was completed in February 2015.
●	Conversion of the boiler from fuel oil to gas usage for $144,041. The total cost of the project is $236,465 and is anticipated to be completed in October 2015.
●	The Company also had expenditures in the amount of $314,068 for various construction projects. All the projects were completed by July 2015.

The Company had expenditures of $248,017 for the year ended July 31, 2015 for renovations for two existing office tenants at the Company’s Jamaica, New York building. The project was completed in March 2015. There were also expenditures for various constructions projects in the amount of $104,584. All the projects were completed by July 2015.

CASH FLOWS FROM FINANCING ACTIVITIES:

The Company in January 2015 extended the mortgage with a bank on its Nine Bond Street Brooklyn, New York building for a five year period (See Note 3). The Company financed an additional $652,274 with the extension. The Company also incurred expenditures in the amount of $114,387 to refinance this mortgage.

RELATED PARTY TRANSACTIONS:

During fiscal 2015, 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 and 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, 2015 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, 2015, 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, 2014					Jan. 31, 2015						Apr. 30, 2015					July 31, 2015
Revenues			$	4,643				$	4,704					$	4,739				$	4,824
Revenues less expenses			$	792				$	584					$	751				$	795
Net income			$	439				$	329					$	422				$	1,019
Net income per common share			$	.22				$	.16					$	.21				$	.51
		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

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, 2015 and 2014:

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 4, 2015, 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 Compensation Committee
5	Member of Disclosure Committee (Mr. Lyke and Mr. Lance Myers, a partner in Holland & Knight LLP, 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, 2015 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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