MAYS J W INC - Quarter Report: 2016 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, 2016

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

For the transition period from ________________ to ________________

Commission file number 1-3647

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

New York		11-1059070
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9 Bond Street, Brooklyn, New York		11201-5805
(Address of principal executive offices)		(Zip Code)

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

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

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

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.

Class		Outstanding at June 1, 2016
Common Stock, $1 par value		2,015,780 shares

		This report contains 25 pages.

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J. W. MAYS, INC.

INDEX

				Page No.
Part I - Financial Information:

	Item 1. Financial Statements

		Condensed Consolidated Balance Sheets – April 30, 2016 (unaudited)
			and July 31, 2015	3
		Condensed Consolidated Statements of Operations and Retained Earnings
			– Three and nine months ended April 30, 2016 and 2015 (unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income
			– Three and nine months ended April 30, 2016 and 2015 (unaudited)	5
		Condensed Consolidated Statements of Cash Flows
			– Nine months ended April 30, 2016 and 2015 (unaudited)	6
		Notes to Condensed Consolidated Financial Statements		7 - 15

	Item 2. Management's Discussion and Analysis of Results
			of Operations and Financial Condition	16 - 19

	Item 3. Quantitative and Qualitative Disclosures About Market Risk			19

	Item 4. Controls and Procedures			19

Part II - Other Information:
	Item 1. Legal Proceedings			20
	Item 1A. Risk Factors			20
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			20
	Item 3. Defaults Upon Senior Securities			20
	Item 4. Mine Safety Disclosures			20
	Item 5. Other Information			20
	Item 6. Exhibits and Reports on Form 8-K			20 - 21

	Signatures			22

	Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
		31.1 - Chief Executive Officer		23
		31.2 - Chief Financial Officer		24

	Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		18 U.S.C. Section 1350		25

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Part 1 - Financial Information
Item 1 - Financial Statements

J. W. MAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	April 30		July 31
	2016		2015
	(Unaudited)		(Audited)
ASSETS
Property and Equipment - Net (Notes 5 and 6)	$	49,222,890	$	48,191,392

Current Assets:
Cash and cash equivalents (Note 4)		4,819,753		4,085,704
Receivables (Note 4)		211,573		638,643
Income taxes refundable		532,866		695,265
Deferred income taxes		3,474,000		3,531,000
Security deposits		70,388		83,012
Prepaid expenses		874,495		1,477,996
Total current assets		9,983,075		10,511,620

Other Assets:
Deferred charges		3,922,699		3,859,594
Less: accumulated amortization		1,816,109		1,560,205
Net		2,106,590		2,299,389
Receivables (Note 4)		–		30,000
Security deposits		1,376,136		1,328,952
Unbilled receivables (Notes 4 and 8)		2,325,212		2,613,246
Marketable securities (Notes 3 and 4)		1,433,692		1,461,504
Total other assets		7,241,630		7,733,091

TOTAL ASSETS	$	66,447,595	$	66,436,103

LIABILITIES AND SHAREHOLDERS' EQUITY

Long-Term Debt:
Mortgage payable (Note 5)	$	5,669,564	$	5,786,525
Note payable - related party (Note 7)		–		1,000,000
Security deposits payable		738,461		693,576
Payroll and other accrued liabilities		121,223		121,223
Deferred revenue (Note 13)		145,832		1,020,833
Total long-term debt		6,675,080		8,622,157

Deferred Income Taxes (Note 1)		7,821,000		7,386,000

Current Liabilities:
Accounts payable		96,120		39,759
Payroll and other accrued liabilities		2,008,534		2,597,104
Deferred revenue (Note 13)		1,166,667		1,166,667
Other taxes payable		4,436		5,972
Current portion of note payable - related party (Note 7)		1,000,000		–
Current portion of long-term debt (Note 5)		155,450		150,763
Current portion of security deposits payable		70,388		83,012
Total current liabilities		4,501,595		4,043,277

TOTAL LIABILITIES		18,997,675		20,051,434

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
$96,000 at April 30, 2016 and $101,000 at July 31, 2015		185,792		196,033
Retained earnings		43,027,438		41,951,946
		48,737,772		47,672,521
Less common stock held in treasury, at cost - 162,517
shares at April 30, 2016 and at July 31, 2015 (Note 11)		1,287,852		1,287,852
Total shareholders' equity		47,449,920		46,384,669

Contingencies (Note 14)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	66,447,595	$	66,436,103

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

	Three Months Ended						Nine Months Ended
	April 30						April 30
	2016			2015			2016			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Rental income (Notes 4 and 8)	$	4,383,471		$	4,447,781		$	12,976,805		$	13,200,371
Recovery of real estate taxes		–			–			–			10,625
Revenue to temporarily vacate lease (Note 13)		291,667			291,667			875,001			875,001
Total revenues		4,675,138			4,739,448			13,851,806			14,085,997

Expenses
Real estate operating expenses		2,508,975			2,588,714			7,488,630			7,383,648
Administrative and general expenses		1,037,323			918,865			3,357,776			3,041,595
Depreciation and amortization (Note 6)		408,886			402,260			1,223,036			1,287,067
(Gain) loss on dispositon of property and equipment		(500	)		27,648			(500	)		27,648
Total expenses		3,954,684			3,937,487			12,068,942			11,739,958

Income from operations before investment income,
interest expense and income taxes		720,454			801,961			1,782,864			2,346,039

Investment income and interest expense:
Investment income (Note 3)		9,653			13,525			16,795			46,069
Interest expense (Notes 5, 7 and 10)		(34,716	)		(64,524	)		(158,167	)		(265,561	)
		(25,063	)		(50,999	)		(141,372	)		(219,492	)

Income from operations before income taxes		695,391			750,962			1,641,492			2,126,547
Income taxes provided		244,000			329,000			566,000			937,000
Net income		451,391			421,962			1,075,492			1,189,547

Retained earnings, beginning of period		42,576,047			40,510,849			41,951,946			39,743,264
Retained earnings, end of period	$	43,027,438		$	40,932,811		$	43,027,438		$	40,932,811

Income per common share (Note 2)	$	.22		$	.21		$	.53		$	.59

Dividends per share	$	–		$	–		$	–		$	–

Average common shares outstanding		2,015,780			2,015,780			2,015,780			2,015,780

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended				Nine Months Ended
	April 30				April 30
	2016		2015		2016			2015
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Net income	$	451,391	$	421,962	$	1,075,492		$	1,189,547

Unrealized gain (loss) on available-for-sale securities:
Unrealized holding gains (losses) arising during the period,
net of taxes (benefit) of $23,000 and ($14,000) for the three
months ended April 30, 2016 and 2015, respectively,
and ($5,000) and $37,000 for the nine months ended
April 30, 2016 and 2015, respectively.		43,213		17,369		(10,241	)		46,708

Comprehensive income	$	494,604	$	439,331	$	1,065,251		$	1,236,255

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	April 30
	2016			2015
	(Unaudited)			(Unaudited)
Cash Flows From Operating Activities:
Net income	$	1,075,492		$	1,189,547

Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		1,223,036			1,287,067
Amortization of deferred charges		255,904			268,570
Realized (gain) loss on sale of marketable securities		36,999			(6,455	)
(Gain) loss on disposition of property and equipment		(500	)		27,648
Other assets - unbilled receivables		288,034			(26,720	)
- deferred charges		(63,105	)		(425,495	)
Deferred income taxes		497,000			734,000
Deferred revenue		(875,001	)		(875,001	)
Changes in:
Receivables		457,070			113,583
Income taxes refundable		162,399			(184,292	)
Prepaid expenses		603,501			552,136
Accounts payable		56,361			(65,389	)
Payroll and other accrued liabilities		(588,570	)		(98,200	)
Other taxes payable		(1,536	)		(3,250	)
Cash provided by operating activities		3,127,084			2,487,749

Cash Flows From Investing Activities:
Capital expenditures		(2,254,034	)		(1,398,110	)
Security deposits		(34,560	)		29,711
Marketable securities:
Receipts from sales or maturities		314,008			344,271
Payments for purchases		(338,436	)		(376,967	)
Cash (used) by investing activities		(2,313,022	)		(1,401,095	)

Cash Flows From Financing Activities:
Increase - security deposits		32,261			29,285
Increase - mortgage debt		–			652,274
Mortgage and other debt payments		(112,274	)		(99,173	)
Cash provided (used) by financing activities		(80,013	)		582,386

Increase in cash and cash equivalents		734,049			1,669,040

Cash and cash equivalents at beginning of period		4,085,704			1,892,760

Cash and cash equivalents at end of period	$	4,819,753		$	3,561,800

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 and revenue recognition. 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.

The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2015 condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2015. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The results of operations for the current period are not necessarily indicative of the results for the entire fiscal year ending July 31, 2016.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

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 with the filing of the federal tax return for the year ended July 31, 2015.

For the year ended July 31, 2015, after implementing the tangible property regulations, the Company incurred a federal net operating loss of $8,244,000. The Company was able to carryback $1,611,000, generating a federal income tax refund receivable of $537,881. The remainder of the federal net operating loss approximating $6,633,000 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.

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. 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. Capital based franchise taxes are recorded to administrative and general expense.

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		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. Recent accounting pronouncements: 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 condensed 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.

2.		Income Per Share of Common Stock: Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the nine months ended April 30, 2016 and April 30, 2015.

3.		Marketable Securities: The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value 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 or held to maturity during the nine months ended April 30, 2016 and July 31, 2015.

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		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.

		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 April 30, 2016 and July 31, 2015. 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 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

	Total								Total
	April 30,								July 31,
Description	2016		Level 1		Level 2		Level 3		2015		Level 1		Level 2		Level 3
Assets:
Marketable securities -
available-for-sale	$	1,433,692	$	1,433,692	$	–	$	–	$	1,461,504	$	1,461,504	$	–	$	–

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, 2016 and July 31, 2015, respectively.

			Unfunded	Redemption Frequency	Redemption
April 30, 2016	Fair Value		Commitments	(if currently eligible)	Notice Period
First Eagle Global CL I	$	286,365	n/a	Daily	None
Parnasus Core Equity Investor CL	$	304,356	n/a	Daily	None

			Unfunded	Redemption Frequency	Redemption
July 31, 2015	Fair Value		Commitments	(if currently eligible)	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 Income CL A	$	271,076	n/a	Daily	None

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As of April 30, 2016 and July 31, 2015, the Company's marketable securities were classified as follows:

	April 30, 2016								July 31, 2015
			Gross		Gross						Gross		Gross
			Unrealized		Unrealized		Fair				Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Noncurrent:
Available-for-sale:
Mutual funds	$	475,702	$	115,019	$	–	$	590,721	$	719,245	$	131,639	$	2,720	$	848,164
Equity securities		676,198		168,724		1,951		842,971		445,227		168,113		–		613,340
	$	1,151,900	$	283,743	$	1,951	$	1,433,692	$	1,164,472	$	299,752	$	2,720	$	1,461,504

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 April 30, 2016 are as follows:

	April 30, 2016				July 31, 2015
			Less Than				Less Than
	Fair Value		12 Months		Fair Value		12 Months
Corporate stock	$	215,529	$	1,951	$	–	$	–
Mutual funds		–		–		271,076		2,720
	$	215,529	$	1,951	$	271,076	$	2,720

Investment income consists of the following:

	Three Months Ended				Nine Months Ended
	April 30				April 30
	2016		2015		2016			2015
Gain (loss) on sale of marketable securities	$	1,539	$	6,069	$	(36,999	)	$	6,455
Interest income		3,785		860		5,450			2,147
Dividend income		4,329		6,596		48,344			37,467
Total	$	9,653	$	13,525	$	16,795		$	46,069

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Financial Instruments and Credit Risk Concentrations:

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

The Company derives rental income from forty-nine tenants, of which one tenant accounted for 18.59% and another tenant accounted for 15.92% of rental income during the nine months ended April 30, 2016. No other tenant accounted for more than 10% of rental income during the same period.

The Company has one irrevocable Letter of Credit totaling $230,000 at April 30, 2016 and July 31, 2015 provided by a tenant as a security deposit.

Long-Term Debt – Mortgage:

April 30, 2016

July 31, 2015

Current

Annual

Final

Due

Interest

Payment

Within

After

Within

After

Rate

Date

One Year

Bond St. building, Brooklyn, NY

3.54

2/01/20

155,450

5,669,564

150,763

5,786,525

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 of $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.

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Property and Equipment – at cost:

	April 30		July 31
	2016		2015
Property:
Buildings and improvements	$	77,487,792	$	76,289,486
Improvements to leased property		1,478,012		1,478,012
Land		6,067,805		6,067,805
Construction in progress		1,648,748		639,042
		86,682,357		84,474,345
Less accumulated depreciation		37,608,211		36,413,975
Property - net		49,074,146		48,060,370

Fixtures and equipment and other:
Fixtures and equipment		144,544		144,544
Other fixed assets		236,809		235,623
		381,353		380,167
Less accumulated depreciation		232,609		249,145
Fixtures and equipment and other - net		148,744		131,022

Property and equipment - net	$	49,222,890	$	48,191,392

Construction in progress includes:
	April 30		July 31
	2016		2015
Building improvements at 9 Bond Street in Brooklyn, NY	$	–	$	144,041
Building improvements at 25 Elm Place in Brooklyn, NY		1,648,748		495,001
	$	1,648,748	$	639,042

7.		Note Payable - Related Party:

		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. Interest payments pursuant to the note have been assigned to a trust provided for by the will of the deceased former director. The loan has been repeatedly renewed to its current maturity date of December 15, 2016 at an interest rate of 5% per annum. 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 was $37,500 for the nine months ended April 30, 2016 and 2015, respectively.

8.		Unbilled Receivables and Rental Income:

		Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of each lease.

-12-

9.		Employees' Retirement Plan:

		The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $96,653 and $292,371 for the three and nine months ended April 30, 2016, respectively, and $70,811 and $281,306 as contributions to the Plan for the three and nine months ended April 30, 2015, 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 were $11,428 and $41,020 for the three and nine months ended April 30, 2016, respectively, and $10,853 and $34,761 for the three and nine months ended April 30, 2015, 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.

		Contingent Liability for Pension Plan:

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

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

	Legal name of Plan:	United Food and Commercial
		Workers Local 888 Pension Fund
	Employer identification number:	13-6367793
	Plan number:	001
	Date of most recent Form 5500:	December 31, 2014
	Certified zone status:	Critical Status
	Status determination date:	January 1, 2014
	Plan used extended amortization provisions in status calculation:	Yes
	Minimum required contribution:	None
	Employer contributing greater than 5% of Plan contributions for year ended December 31, 2014:	Yes
	Rehabilitation plan implemented:	Yes
	Employer subject to surcharge:	Yes
	Contract expiration date:	November 30, 2016

-13-

10.		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 (3) months or less, which are readily convertible into cash.

Supplemental disclosure:	Nine Months Ended
	April 30
	2016		2015
Interest paid, net of capitalized interest of $49,084 (2016)
and $6,367 (2015)	$	159,082	$	280,522
Income taxes paid	$	87,804	$	387,163

11.		Common Stock:

		The Company has one class of common stock with identical voting rights and rights to liquidation.

12.		Accumulated Other Comprehensive Income:

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

		A summary of the changes in accumulated other comprehensive income for the three and nine months ended April 30, 2016 and 2015 is as follows:

	Three Months Ended						Nine Months Ended
	April 30						April 30
	2016			2015			2016			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Beginning balance, net of tax effect	$	142,579		$	158,751		$	196,033		$	129,412

Other comprehensive income, net of tax effect:
Unrealized gains (loss) on available-for-sale
securities		66,213			31,369			(15,241	)		83,708
Tax effect		(23,000	)		(14,000	)		5,000			(37,000	)
Unrealized gains (loss) on available-for-sale
securities, net of tax effect		43,213			17,369			(10,241	)		46,708

Ending balance, net of tax effect	$	185,792		$	176,120		$	185,792		$	176,120

-14-

13.		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.

14.		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 Condensed 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 April 30, 2016, this deposit is included in other assets on the Condensed Consolidated 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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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 page 7 and 8 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 11 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2015).

Results of Operations:

Three months ended April 30, 2016 compared to the three months ended April 30, 2015:

In the three months ended April 30, 2016, the Company reported net income of $451,391, or $.22 per share. In the comparable three months ended April 30, 2015, the Company reported net income of $421,962, or $.21 per share.

Revenues in the current three months decreased to $4,675,138 from $4,739,448 in the comparable 2015 three months primarily due to non-payment of rent from a retail tenant, who vacated the building in December 2015, at the Nine Bond Street building in Brooklyn, New York, partially offset by a new office tenant at the same building.

Real estate operating expenses in the current three months decreased to $2,508,975 from $2,588,714 in the comparable 2015 three months primarily due to decreases in utility costs and licenses and permits, partially offset by increases in maintenance costs.

Administrative and general expenses in the current three months increased to $1,037,323 from $918,865 in the comparable 2015 three months primarily due to New York State and New York City capital based franchise taxes of $117,150 which were included in 2016 and there were none in 2015.

Depreciation and amortization expense in the current three months increased to $408,886 from $402,260 in the comparable 2015 three months.

There was a $500 gain on disposition of property and equipment in the three months ended April 30, 2016 versus a loss of $27,648 in the comparable period in 2015.

-16-

Interest expense exceeded investment income in the current three months by $25,063 and by $50,999 in the comparable 2015 three months. The decrease was due to capitalized interest expense.

Nine months ended April 30, 2016 compared to the nine months ended April 30, 2015:

In the nine months ended April 30, 2016, the Company reported net income of $1,075,492, or $.53 per share. In the comparable nine months ended April 30, 2015, the Company reported net income of $1,189,547, or $.59 per share.

Revenues in the current nine months decreased to $13,851,806 from $14,085,997 in the comparable 2015 nine months primarily due to non-payment of rent from a retail tenant, who vacated the building in December 2015, at the Nine Bond Street building in Brooklyn, New York, partially offset by a new office tenant at the same building.

Real estate operating expenses in the current nine months increased to $7,488,630 from $7,383,648 in the comparable 2015 nine months primarily due to increases in real estate taxes, maintenance costs and payroll costs partially offset by decreases in utility costs and licenses and permits.

Administrative and general expenses in the current nine months increased to $3,357,776 from $3,041,595 in the comparable 2015 nine months primarily due to New York State and New York City capital based franchise taxes of $181,203 which were included in 2016 and there were none in 2015. Also legal and professional costs and payroll costs increased in 2016.

Depreciation and amortization expense in the current nine months decreased to $1,223,036 from $1,287,067 in the comparable 2015 nine months primarily due to expiring depreciation on the Fishkill, New York building.

There was a $500 gain on disposition of property and equipment in the nine months ended April 30, 2016 versus a loss of $27,648 in the comparable period in 2015.

Interest expense exceeded investment income in the current nine months by $141,372 and by $219,492 in the comparable 2015 nine months. The decrease was due to a lower interest expense due to a lower interest rate on the refinanced mortgage with a bank in the 2015 year and capitalized interest expense, partially offset by a loss on the sale of securities in the 2016 year.

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 $4,819,753 at April 30, 2016.

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 commenced in February 2016.

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 late 2016. The amount of brokerage commissions and construction costs will be approximately $500,000 and $2,000,000, respectively. The construction is expected to be completed in the fall of 2016.

A tenant who occupies 2,000 square feet of office space at its Jamaica, New York building, terminated its lease as of December 31, 2015. The loss in rental income will be $42,000 per annum. The Company is actively seeking through brokers, tenants to occupy the vacated space.

The Company was in litigation with a retail tenant who occupied 7,401 square feet at its Nine Bond Street Brooklyn, New York building for non-payment of rent since June 2015. The tenant vacated the premises in December 2015. The Company has only accrued rent in the amount of the security deposit held, which is two months’ rent. The Company is in negotiations with a retail tenant for such space.

-17-

In March 2016, the Company extended a lease with a retail tenant who occupies 126,996 square feet at the Company’s Nine Bond Street Brooklyn, New York property. The original expiration date was April 29, 2021 and was extended until January 31, 2036. The tenant also has two five year option periods.

In April 2016, a tenant who occupies 5,500 square feet of retail space at the Company’s Jowein building in Brooklyn, New York extended its lease for an additional five year period ending on September 30, 2021.

In April 2016, the Company extended a lease with an office tenant who occupies 11,128 square feet at the Company’s Nine Bond Street Brooklyn, New York property. The original expiration date was April 29, 2021 and was extended until January 31, 2036. The tenant also has two five year option periods.

In April 2016, the Company extended a lease with a warehouse tenant who occupies 8,500 square feet at the Company’s 25 Elm Place Brooklyn, New York property. The original expiration date was April 29, 2021 and was extended until January 31, 2036. The tenant also has two five year option periods.

In May 2016, an office tenant who occupies 1,558 square feet at the Company’s Nine Bond Street Brooklyn, New York Property extended its lease for an additional five year period ending on July 31, 2021.

Cash Flows From Operating Activities:

Deferred Charges: The Company incurred expenditures in the amount of $63,105 for brokerage commissions for an existing office tenant at the Company’s Nine Bond Street building in Brooklyn, New York who renewed its lease for an additional five years.

Payroll and Other Accrued Liabilities: The Company had a balance due at April 30, 2016 for brokerage commissions of $316,038. Brokerage commissions in the amount of $352,877 were paid in the nine months ended April 30, 2016.

Cash Flows From Investing Activities:

The Company had expenditures of $106,986 for the nine months ended April 30, 2016 at its Jamaica, New York building for renovations for an existing tenant. The project was completed in February 2016. The Company also had expenditures of $31,040 for elevator upgrades which were completed in January 2016 and February 2016, respectively.

The Company had expenditures of $1,153,748 for the nine months ended April 30, 2016, for a new office tenant at its Jowein building in Brooklyn, New York. The cost of the project will be approximately $2,000,000 of which $1,648,748 has been paid. The project is anticipated to be completed in the fall of 2016. The Company also had an expenditure of $135,000 for a new roof which was completed in September 2015 and $23,408 for a loading dock upgrade which was completed in March 2016.

The Company had expenditures of $274,645 for the nine months ended April 30, 2016 for construction costs at its Fishkill, New York building. The projects were completed in January 2016.

The Company had expenditures of $325,700 in the nine months ended April 30, 2016 for new roofs at the Company's Nine Bond Street, Brooklyn, New York building. The projects were all completed by March 2016. The Company also had expenditures of $91,986 for a new boiler. The total cost of the project was $236,027 and was completed in February 2016. The Company also had expenditures of $35,178 for elevator upgrades which were completed in April 2016.

-18-

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:

●	changes in the rate of economic growth in the United States;
●	the ability to obtain credit from financial institutions and the related costs;
●	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.

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, 2016, the Company had fixed-rate debt of $6,825,014.

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.

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.

-19-

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, 2015.

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

Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits:

		Sequentially
Exhibit		Numbered
Number	Exhibit	Page
(3)	Articles of Incorporation and Bylaws	N/A
(10)	Material contracts	N/A
(11)	Statement re computation of per share earnings	N/A
(12)	Statement re computation of ratios	N/A
(14)	Code of ethics	N/A
(15)	Letter re unaudited interim financial information	N/A
(18)	Letter re change in accounting principles	N/A
(19)	Report furnished to security holders	N/A
(31)	Additional exhibits - Certifications Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
	(31.1) Chief Executive Officer	23
	(31.2) Chief Financial Officer	24
(32)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	25
(95)	Mine safety disclosure	N/A

-20-

	EX-101.INS		XBRL Instance Document
	EX-101.SCH		XBRL Taxonomy Extension Schema
	EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase
	EX-101.LAB		XBRL Taxonomy Extension Label Linkbase
	EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase
	EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

(b)

Reports on Form 8-K – Two reports on Form 8-K were filed by the registrant during the three months ended April 30, 2016.

Items reported:

The Company reported its financial results for the three and six months ended January 31, 2016.
Date of report filed - March 3, 2016.

The Company reported the election of a director to the Board of Directors.
Date of report filed - March 17, 2016.

-21-

SIGNATURES

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

		J.W. MAYS, Inc.
		(Registrant)



Date:	June 1, 2016	Lloyd J. Shulman
		Lloyd J. Shulman
		President
		Chief Executive Officer



Date:	June 1, 2016	Mark S. Greenblatt
		Mark S. Greenblatt
		Vice President
		Chief Financial Officer

-22-