MAYS J W INC - Quarter Report: 2015 April (Form 10-Q)

FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  April 30, 2015

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 1-3647

J.W. Mays, Inc.
(Exact name of registrant as specified in its charter)

(Registrant's telephone number, including area code) 718-624-7400

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     X      No         .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes     X      No         .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____    Accelerated filer ____    Non-accelerated filer ____    Smaller reporting company    X   .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes            No   X   .

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practicable date.

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J. W. MAYS, INC.

INDEX

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Part 1 - Financial Information

       Item 1 - Financial Statements

J. W. MAYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Fair value measurements at reporting date using

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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 April 30, 2015 and July 31, 2014, respectively.

As of April 30, 2015 and July 31, 2014, the Company's marketable securities were classified as follows:

Investment income consists of the following:

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

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Item 2.

J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

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 of America 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 to the Condensed Consolidated Financial Statements disclose 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 7 through 8 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 12 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2014).

Results of Operations:

Three months ended April 30, 2015 Compared to the three months ended April 30, 2014:

In the three months ended April 30, 2015, the Company reported net income of $421,962, or $.21 per share. In the comparable three months ended April 30, 2014, the Company reported net income of $218,315, or $.11 per share.

Revenues in the current three months increased to $4,739,448 from $4,268,129 in the comparable 2014 three months 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 three months increased to $2,588,714 from $2,435,241 in the comparable 2014 three months primarily due to increases in real estate taxes, maintenance costs and utility costs.

Administrative and general expenses in the current three months decreased to $918,865 from $1,013,284 in the comparable 2014 three months primarily due to decreases in legal and professional costs and pension costs.

Depreciation and amortization expense in the current three months decreased to $402,260 from $427,921 in the comparable 2014 three months primarily due to expiring deprecation on the Fishkill, New York building.

There was a $27,648 loss on disposition of property and equipment in the three months ended April 30, 2015 versus no loss in the comparable period in 2014.

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Interest expense exceeded investment income in the current three months by $50,999 and by $100,368 in the comparable 2014 three months. The decrease was due to scheduled repayments of debt and a lower interest expense due to a lower interest rate on the refinanced mortgage with a bank.

Nine months ended April 30, 2015 Compared to the nine months ended April 30, 2014:

In the nine months ended April 30, 2015, the Company reported net income of $1,189,547, or $.59 per share. In the comparable nine months ended April 30, 2014, the Company reported a net income of $597,289, or $.30 per share.

Revenues in the current nine months increased to $14,085,997 from $12,626,482 in the comparable 2014 nine months 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 nine months increased to $7,383,648 from $7,088,526 in the comparable 2014 nine months primarily due to increases in real estate taxes, maintenance costs and license and permits costs.

Administrative and general expenses in the current nine months decreased to $3,041,595 from $3,119,880 in the comparable 2014 nine months primarily due to decreases in legal and professional costs and pension costs, partially offset by increases in payroll costs.

Depreciation and amortization expense in the current nine months increased to $1,287,067 from $1,270,828 in the comparable 2014 nine months primarily due to improvements to the Brooklyn, New York building.

There was a $27,648 loss on disposition of property and equipment in the nine months ended April 30, 2014 versus a loss of $4,291 in the comparable period in 2014.

Interest expense exceeded investment income in the current nine months by $219,492 and by $91,668 in the comparable 2014 nine months. The increase was due to a gain on sale of marketable securities in the 2014 nine months offset by scheduled repayments of debt and a lower interest expense due to a lower rate on the refinanced mortgage with a bank.

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 $3,561,800 at April 30, 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 on June 16, 2015 has been recorded by the Company as a receivable.

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. Rent is anticipated to commence in the summer of 2015. The amount of brokerage commissions and construction costs will be approximately $190,000.

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 5). The Company borrowed an additional $652,274 with the extension.

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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 spring 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 early 2016.

Cash Flows From Operating Activities:

Deferred Charges: The Company incurred expenditures in the amount of $290,945 for brokerage commissions for an office tenant at the Company’s Nine Bond Street building in Brooklyn, New York and two office tenants at the Company’s Jowein building in Brooklyn, New York.

Payroll and Other Accrued Liabilities: The Company incurred additional brokerage commissions in the amount of $290,945 in the nine months ended April 30, 2015 which related to two new office tenants and an existing office tenant. The Company also made payments for brokerage commissions in the amount of $325,082, which reduced the balance due to $252,215.

Cash Flows From Investing Activities:

The Company had expenditures of $78,290 for the nine months ended April 30, 2015 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 expenditures of $160,900 for the nine months ended April 30, 2015, for a new sidewalk at its Jowein building, in Brooklyn, New York. The cost of the project was $160,900 and was completed in November 2014. The Company also had expenditures of $89,822 for an office tenant. The total cost of the renovations were $89,822 and was completed in January 2015.

The Company had expenditures of $189,908 for the nine months ended April 30, 2015 for construction costs at its Fishkill, New York building. The cost of the project was $189,908 and was completed in November 2014.

The Company had expenditures of $153,000 in the nine months ended April 30, 2015 for a new roof at the Company's Nine Bond Street, Brooklyn, New York building. The cost of the project was $153,000 and was completed in November 2014. The Company also had expenditures of $90,154 for a new office tenant. The total cost of the renovation was $90,154 and was completed in February 2015. The Company also had expenditures of $54,000 for an additional roof. The total cost of the roof was $162,000 and was completed in May 2015.

The Company had expenditures of $248,017 in the nine months ended April 30, 2015 for renovations for two existing office tenants at the Company’s Jamaica, New York building. The cost of the projects were $248,017 and were completed in March 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 5). 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.

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Cautionary Statement Regarding Forward-Looking Statements:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q 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, our 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 listed below, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

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 review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk:

The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At April 30, 2015, the Company had fixed-rate debt of $6,974,436.

Item 4. Controls and Procedures:

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective and provide reasonable assurance that the information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

From time to time we are involved in legal actions arising in the ordinary course of business. In our opinion, the outcome of such matters in the aggregate will not have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There have been no changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

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Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits:

Items reported:

The Company reported its financial results for the three and six months ended January 31, 2015. Date of report filed - March 5, 2015.

The Company reported the results of the submission of matters to a vote of security holders. Date of report filed - March 25, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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