MAYS J W INC - Quarter Report: 2020 October (Form 10-Q)

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

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended October 31, 2020
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission File Number            1-3647           

J.W. Mays, Inc.
(Exact Name of Registrant as Specified in its Charter)

New York		11-1059070
State or Other Jurisdiction of		I.R.S. Employer Identification No.
Incorporation or Organization
9 Bond Street, Brooklyn, New York		11201
Address of Principal Executive Offices		Zip Code

           (718) 624-7400           
Registrant’s Telephone Number, Including Area Code

                                 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 ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒   No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	MAYS	NASDAQ

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class		Outstanding at December 10, 2020
Common Stock, $1 par value		2,015,780 shares

This report contains 27 pages.

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J. W. MAYS, INC.

INDEX

		Page No.
Part I - Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) – October 31, 2020 and July 31, 2020		3
Condensed Consolidated Statements of Operations (Unaudited) – Three months ended October 31, 2020 and 2019		4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) – Three months ended October 31, 2020 and 2019		5
Condensed Consolidated Statements of Cash Flows (Unaudited) – Three months ended October 31, 2020 and 2019		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7 - 18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		19 - 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		22
Part II - Other Information:
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits and Reports on Form 8-K		23
Signatures		24
Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1 - Chief Executive Officer		25
31.2 - Chief Financial Officer		26
Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section 1350		27

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Part I - Financial Information

Item 1 - Financial Statements

J. W. MAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS		October 31 2020				July 31 2020
Property and Equipment-at cost:
Land		$	6,067,805			$	6,067,805
Buildings held for leasing:
Buildings, improvements and fixtures			74,166,427				73,271,398
Construction in progress			900,602				1,266,723
			75,067,029				74,538,121
Accumulated depreciation			(33,451,928	)			(33,007,989	)
Buildings - net			41,615,101				41,530,132
Property and equipment-net			47,682,906				47,597,937
Cash and cash equivalents			3,821,276				3,260,135
Restricted cash			956,166				1,143,666
Receivables, net			2,443,416				2,219,946
Marketable securities			3,607,226				3,744,905
Prepaids and other assets			1,146,538				2,389,582
Deferred charges, net			2,891,448				2,986,648
Operating lease right-of-use assets			36,452,941				37,077,038
TOTAL ASSETS		$	99,001,917			$	100,419,857
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages payable		$	8,355,876			$	8,627,965
Note payable			722,726				722,726
Accounts payable and accrued expenses			2,481,830				2,771,540
Security deposits payable			809,652				809,652
Operating lease liabilities			28,761,249				29,044,966
Deferred income taxes			4,584,000				4,741,000
Total Liabilities			45,715,333				46,717,849
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
Retained earnings			49,049,894				49,465,318
			54,574,436				54,989,860
Shareholders’ Equity:
Common stock held in treasury, at cost - 162,517 shares at October 31, 2020 and July 31, 2020			(1,287,852	)			(1,287,852	)
Total shareholders’ equity			53,286,584				53,702,008
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	99,001,917			$	100,419,857

See Notes to Accompanying Consolidated Financial Statements.

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J. W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

		Three Months Ended
		October 31				October 31
		2020				2019
Revenues
Rental income		$	4,834,994			$	5,035,915
Total revenues			4,834,994				5,035,915
Expenses
Real estate operating expenses			3,582,617				3,248,594
Administrative and general expenses			1,169,523				1,215,635
Depreciation			443,939				387,410
Total expenses			5,196,079				4,851,639
Income (loss) from operations			(361,085	)			184,276
Investment income and interest expense:
Investment income			89,226				65,003
Change in fair value of marketable securities			(214,954	)			(19,286	)
Interest expense			(85,611	)			(27,449	)
			(211,339	)			18,268
Income (loss) from operations before income taxes			(572,424	)			202,544
Income taxes provided (benefit)			(157,000	)			74,000
Net income (loss)		$	(415,424	)		$	128,544
Income (loss) per common share, basic and diluted		$	(.21	)		$	.06
Dividends per share		$	–			$	–
Average common shares outstanding, basic and diluted			2,015,780				2,015,780

See Notes to Accompanying Condensed Consolidated Financial Statements

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J.W. MAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)

		Common Stock			Additional Paid In Capital			Retained Earnings				Common Stock Held in Treasury				Total
Three Months Ended October 31, 2020
Balance at July 31, 2020		$	2,178,297		$	3,346,245		$	49,465,318			$	(1,287,852	)		$	53,702,008
Net loss, three months ended October 31, 2020			-			-			(415,424	)			-				(415,424	)
Balance at October 31, 2020		$	2,178,297		$	3,346,245		$	49,049,894			$	(1,287,852	)		$	53,286,584
Three Months Ended October 31, 2019
Balance at July 31, 2019		$	2,178,297		$	3,346,245		$	50,371,323			$	(1,287,852	)		$	54,608,013
Net income, three months ended October 31, 2019			-			-			128,544				-				128,544
Balance at October 31, 2019		$	2,178,297		$	3,346,245		$	50,499,867			$	(1,287,852	)		$	54,736,557

See Notes to Accompanying Condensed Consolidated Financial Statements

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

		Three Months Ended
		October 31
		2020				2019
Cash Flows From Operating Activities:
Net income (loss)		$	(415,424	)		$	128,544
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt recovery			(18,000	)			–
Provision (Benefit) for deferred income taxes			(157,000	)			74,000
Depreciation			443,939				387,410
Amortization of deferred charges			95,200				68,000
Operating lease expense in excess of cash payments			340,380				276,762
Deferred finance costs included in interest expense			9,628				4,718
Net realized and unrealized (gain) loss on marketable securities			131,778				(23,223	)
Changes in:
Receivables			(205,470	)			38,743
Prepaid expenses and other assets			1,243,044				978,085
Accounts payable and accrued expenses			(289,710	)			215,446
Security deposits payable			–				(19,606	)
Cash provided by operating activities			1,178,365				2,128,879
Cash Flows From Investing Activities:
Acquisition of property and equipment			(528,908	)			(1,445,669	)
Marketable securities:
Receipts from sales			494,990				442,764
Payments for purchases			(489,089	)			(443,299	)
Cash used in investing activities			(523,007	)			(1,446,204	)
Cash Flows From Financing Activities:
Payments - mortgage and other debt payments			(281,717	)			(42,690	)
Cash used in financing activities			(281,717	)			(42,690	)
Increase in cash, cash equivalents and restricted cash			373,641				639,985
Cash, cash equivalents and restricted cash at beginning of period			4,403,801				5,263,724
Cash, cash equivalents and restricted cash at end of period		$	4,777,442			$	5,903,709

See Notes to Accompanying Condensed Consolidated Financial Statements.

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

1.	The Impact of COVID-19 on our Results and Operations:

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March 2020, the economic impacts became significant for the remainder of the year ending July 31, 2020.

Beginning in March and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in-place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances in the year ended July 31, 2020, we agreed to rent abatements and deferrals for certain tenants. From August through October 2020, the Company had no bad debt expense and recoveries of $18,000. We continue to experience volatility in the valuation of our equity investments through October 31, 2020.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, income from operations, net income, earnings per share, cash provided by operating activities, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity nationally and in New York, NY, like other businesses, it could adversely affect our business operations and financial results through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

Basis of Presentation

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, incremental borrowing rates and recognition of renewal options for operating lease right-of-use 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, 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 instructions for reporting on Form 10-Q and Article 8 of Regulations S-X of the SEC Rules and Regulations. The July 31, 2020 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-KA Annual Report for the fiscal year ended July 31, 2020. 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, 2021 or any other period.

As of October 31, 2020, the impact of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and as additional information becomes available, our estimates may change materially in future periods.

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Restricted Cash

Restricted cash primarily consists of cash held in bank accounts for tenant security deposits and other amounts required under certain loan agreements.

Accounts Receivable

Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectibility become known. Collectibility issues include late rent payments, 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. Management also assesses collectibility by reviewing accounts receivable on an aggregate basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers historical collectibility based on past due status and a tenant’s payment history. We also consider current market conditions and reasonable and supportable forecasts of future economic conditions. Our assessment as of October 31, 2020 considered business and market disruptions caused by COVID-19. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for uncollectible accounts receivables in future periods.

As of July 31, 2020, and primarily because of the effects of COVID-19, the Company recorded an allowance for uncollectible receivables in the amount of $82,000, as an offset to receivables. During the three months ended October 31, 2020, the Company had no bad debt expense and recoveries of $18,000. During the three months ended October 31, 2019, the Company had no bad debt expense or recoveries.

Activity in the allowance for uncollectible receivables for each period follows:

			Three Months Ended				Year Ended
			October 31, 2020				July 31, 2020
	Beginning balance allowance for doubtful accounts		$	82,000			$	–
	Initial recording of allowance, April 30, 2020							556,000
	Chargeoffs							(132,768	)
	Recoveries			(18,000	)		$	(91,840	)
	Rent abatements reclassified to reduce rental income						$	(249,392	)
	Ending balance allowance for doubtful accounts		$	64,000			$	82,000

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 life of the lease. Lives used to determine depreciation and amortization are generally as follows:

	Buildings and improvements		18-40 years
	Improvements to leased property		3-10 years
	Fixtures and equipment		7-12 years
	Other		3-5 years

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.

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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 October 31, 2020 and July 31, 2020, 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.

Leases - Lessor Revenue Recognition

Property held for leasing in the Company’s real estate rental operations is disclosed in the condensed consolidated balance sheets. 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 are included in accounts receivable and 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. 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. As lessor, we have elected to combine the lease components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned.

Leases - Lessee

The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in operating lease right-of-use assets, and operating lease liabilities on the Company’s balance sheet.

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Taxes

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. The evolving facts and circumstances surrounding COVID-19 could result in the application of different provisions of tax laws and cause our estimated annual effective tax rate to change significantly through the remainder of the year. To the extent 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.

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2.	Income Per Share of Common Stock:

Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the three months ended October 31, 2020 and October 31, 2019.

3.	Marketable Securities:

The Company’s marketable securities consist of investments in equity securities. 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 changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

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4.	Financial Instruments and Credit Risk Concentrations:

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5.	Long-Term Debt – Mortgages:

			Current
			Annual		Final
			Interest		Payment		October 31,				July 31,
			Rate		Date		2020				2020
	(1) Bond St. building, Brooklyn, NY		4.375%		12/1/2024		$	4,581,344			$	4,829,832
	(2) Fishkill building		3.980%		4/1/2025			3,933,871				3,967,100
	Deferred financing costs							(159,339	)			(168,967	)
	Net						$	8,355,876			$	8,627,965

	(1) In November 2019, the Company refinanced the remaining balance of a $6,000,000, 3.54% interest rate loan with another bank for $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate on the new loan is fixed at 4.375%. The loan is self-liquidating over a period of five years and secured by the Nine Bond Street building in Brooklyn, New York. (2) In March 2020, the Company obtained a loan with a bank in the amount of $4,000,000 to finance renovations and brokerage commissions relating to space leased to a community college at the Fishkill, New York building. The loan is secured by the Fishkill, New York building; amortized over a 20-year period with an interest rate of 3.98% and is due in five years.
6.	Note Payable:
	In April 2020, the Company obtained a $722,726 loan, with an interest rate of .98% per annum, issued by a bank through the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under Division A. Title I of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). PPP provides forgiveness of loan proceeds used for qualified and documented payroll costs, mortgage interest payments, rent payments and utilities, if less than 40% of such proceeds are used for non-payroll costs. PPP loan payments are deferred until the SBA remits the Company’s loan forgiveness to the lender, or July 26, 2021 if the Company does not apply for forgiveness of loan proceeds. Thereafter, payments aggregating $722,726 will be due over a four-year period. The Company expects to apply for loan forgiveness as soon as lender application forms become available. After the SBA remits the Company’s loan forgiveness to the lender, such proceeds expected in the year ending July 31, 2021 will be recorded as a reduction of the note payable and extinguishment of debt income.
7.	Operating Leases:
	Lessor The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately 5 to 49 years. The leases provide for the payment of fixed base rent payable monthly in advance as well as reimbursements of real estate taxes and common area costs. The Company has elected to account for lease revenues and the reimbursements of common area costs as a single component included as rental income in our condensed consolidated statements of operations.

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	The following table disaggregates the Company's revenues by lease and non-lease components:
			Three Months Ended
			October 31,
			2020			2019
	Base rent - fixed		$	4,432,578		$	4,536,099
	Reimbursements of common area costs			154,531			149,660
	Non-lease components (real estate taxes)			247,885			350,156
	Rental income		$	4,834,994		$	5,035,915

	Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:
			As of October 31, 2020
			Company Owned			Leased
	Fiscal Year		Property			Property			Total
	For the remainder of 2021		$	7,928,487		$	4,152,896		$	12,081,383
	2022			9,809,472			3,998,024			13,807,496
	2023			8,984,616			3,229,622			12,214,238
	2024			7,173,522			2,946,006			10,119,528
	2025			6,991,707			2,560,603			9,552,310
	2026			5,036,945			1,932,534			6,969,479
	After 2026			32,892,530			7,738,816			40,631,346
	Total		$	78,817,279		$	26,558,501		$	105,375,780

	Lessee The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. Effective April 1, 2020, four of the Company’s property leases were extended. The effect of these lease extensions on the measurement of operating lease right-of-use assets, liabilities and rent expense follows:
			Operating Lease			Operating			Monthly Rent
			Right-of-Use-Asset			Lease Liability			Expense
	Upon initial adoption, August 1, 2019		$	27,104,937		$	16,728,284		$	235,350
	After various lease extensions through April 30, 2020		$	37,698,819		$	29,326,365		$	277,570

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Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:

			Three Months Ended October 31,
			2020				2019
	Sublease income		$	1,728,033			$	1,755,252
	Operating lease cost			(832,713	)			(749,866	)
	Excess of sublease income over lease cost		$	895,320			$	1,005,386
	The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of October 31, 2020:
	October 31, 2021		$	2,058,892
	October 31, 2022			2,120,437
	October 31, 2023			2,137,167
	October 31, 2024			2,154,504
	October 31, 2025			2,171,538
	Thereafter			27,007,165
	Total undiscounted cash flows			37,649,703
	Less: present value discount			(8,888,454	)
	Total Lease Liabilities		$	28,761,249
			Three Months Ended October 31,
	Other information:		2020				2019
	Operating cash flows from operating leases		$	492,332			$	473,105
	Weighted-average remaining lease term - operating leases			17.88 years				11.48 years
	Weighted-average discount rate - operating leases			2.88	%			3.88	%

8.

Employees' Retirement Plan: The Company sponsors a noncontributory Money Purchase Plan covering substantially all its non-union employees. Operations were charged $110,068 and $101,402 as contributions to the Plan for the three months ended October 31, 2020 and 2019, 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 $13,698 and $17,013 for the three months ended October 31, 2020 and 2019, 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.

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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, 2019
		Certified zone status:		Critical and declining status
		Status determination date:		January 1, 2019
		Plan used extended amortization provisions in status calculation:		Yes
		Minimum required contribution:		Yes
		Employer contributing greater than 5% of Plan contributions for year ended December 31, 2018:		Yes
		Rehabilitation plan implemented:		Yes
		Employer subject to surcharge:		Yes
		Contract expiration date:		November 30, 2022

	For the plan years 2019-2020, under the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to 9.1% of the prior year total contribution rate. The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good.
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. The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented on the consolidated statement of cash flows:

			October 31
			2020			2019
	Cash and cash equivalents		$	3,821,276		$	4,993,422
	Restricted cash, tenant security deposits			794,151			810,844
	Restricted cash, escrow			134,175			71,603
	Restricted cash, other			27,840			27,840
			$	4,777,442		$	5,903,709

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Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance with certain loan agreements, and security deposits with landlords and utility companies.

	Supplemental disclosure:		Three Months Ended
			October 31
			2020			2019
	Cash Flow Information
	Interest paid, net of capitalized interest of $17,132 (2020) and $26,456 (2019)		$	67,839		$	22,861
	Income taxes paid (refunded)			–			–
	Non-cash information
	Initial recognition of operating lease right-of-use assets					$	27,104,937
	Initial recognition of operating lease liabilities						17,863,507

10.	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 October 31, 2020 and at July 31, 2020.
11.	Related Party Transactions: The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land (Premises”) located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York. Rent payments and expense relating to these two operating leases with Landlord follow:

			Rent Payments						Rent Expense
			Three Months Ended						Three Months Ended
			October 31						October 31
	Property		2020			2019			2020			2019
	Jamaica Avenue at 169th Street		$	156,249		$	156,249		$	379,359		$	403,698
	504-506 Fulton Street			90,564			90,564			87,609			87,609
	Total		$	246,813		$	246,813		$	466,968		$	491,307
	The following summarizes assets and liabilities related to these two operating leases:
			Right-Of-Use
			Assets						Liabilities
			October 31			July 31			October 31			July 31
	Property		2020			2020			2020			2020			Expiration Date
	Jamaica Avenue at 169th Street		$	13,884,813		$	14,230,659		$	5,332,291		$	5,455,029		May 31, 2030
	504-506 Fulton Street			3,006,118			3,063,268			3,130,149			3,190,253		April 30, 2031
	Total		$	16,890,931		$	17,293,927		$	8,462,440		$	8,645,282

Upon termination of the Jamaica, New York lease in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.

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12.	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 has not been determined at this time.

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Item 2.

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.

The Impact of COVID-19 on our Results and Operations:

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March 2020, the economic impacts became significant for the remainder of the year ending July 31, 2020.

Beginning in March and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances in the year ended July 31, 2020, we agreed to rent abatements and deferrals for certain tenants. From August through October 2020, the Company had no bad debt expense and recoveries of $18,000. We continue to experience volatility in the valuation of our equity investments through October 31, 2020.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, income from operations, net income, earnings per share, cash provided by operating activities, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity nationally and in New York, NY, like other businesses, it could adversely affect our business operations and financial results through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

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. Recently adopted accounting standards and recently issued accounting standards not yet adopted are also disclosed in Note 1.

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As of October 31, 2020, the impact of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and as additional information becomes available, our estimates may change materially in future periods.

Results of Operations:

Three months ended October 31, 2020 compared to the three months ended October 31, 2019:

In the three months ended October 31, 2020, the Company reported a net loss of $(415,424), or $(.21) per share. In the comparable three months ended October 31, 2019, the Company reported net income of $128,544, or $.06 per share. The loss in the 2020 three months was primarily due to a decrease in revenues and an increase in real estate operating expenses as explained below.

Revenues in the current three months decreased to $4,834,994 from $5,035,915 in the comparable 2019 three months primarily due to the loss of rental income from four tenants, partially offset by rental income from two new tenants.

Real estate operating expenses in the current three months increased to $3,582,617 from $3,248,594 in the comparable 2019 three months primarily due to increases in real estate taxes, maintenance costs and rent expense.

Administrative and general expenses in the current three months decreased to $1,169,523 from $1,215,635 in the comparable 2019 three months primarily due to a decrease in bad debt expense from a tenant.

Depreciation expense in the current three months increased to $443,939 from $387,410 in the comparable 2019 three months primarily due to additional depreciation from improvements in the prior year for both the Jamaica and Fishkill New York buildings.

Interest expense exceeded investment income in the current three months by $211,339 and investment income exceeded interest expense by $18,268 in the comparable 2019 three months. The decrease in investment income was primarily due to a change in in the fair value of marketable securities. The increase in interest expense results from the additional mortgage on the Fishkill, New York property and the increased interest rate on the Brooklyn, New York property mortgage.

Liquidity and Capital Resources:

The impact of COVID-19 and the related reductions in economic activity from business disruptions continues in the three months ended October 31, 2020. While the Company had no bad debt expense and recoveries of $18,000 from August to October 2020, we continue to experience volatility in the valuation of our equity investments through October 31, 2020. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building for a term of fifteen years with two five-year option periods. The cost of renovations for this tenant were $3,405,347 and brokerage commissions were $448,939. The tenant took occupancy in June 2020 and commenced payment of rent in September 2020.

In August 2020, a retail tenant who occupies 1,810 square feet at the Company’s Nine Bond Street Brooklyn, New York building extended their lease until August 31, 2025.

In November 2020, the Company leased 5,300 square feet to a retail tenant at its Nine Bond Street Brooklyn, New York building. The tenant took occupancy in November 2020 and rental payments will commence in January 2021.

In November 2020, the Company leased 23,000 square feet to an office tenant at its Jowein building in Brooklyn, New York. The cost of renovations for this tenant will be approximately $625,000 and brokerage commissions will be $979,000. Occupancy and rental payments are anticipated in late Spring, 2021.

In November 2020, the Company leased 5,500 square feet to a retail tenant at its Jowein building in Brooklyn, New York. Occupancy and rental payments will begin in early 2021.

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Cash Flows From Operating Activities:

Accounts Payable and Accrued Expenses: The Company had a balance due on October 31, 2020 for brokerage commissions of $872,726.

Beginning in March and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances in the year ended July 31, 2020, we agreed to rent abatements and deferrals for certain tenants. From August through October 2020, the Company had no bad debt expense and recoveries of $18,000. We continue to experience volatility in the valuation of our equity investments through October 31, 2020. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

Cash Flows From Investing Activities:

The Company had expenditures for upgrades to a stairwell in the amount of $101,261 for the quarter ended October 31, 2020, at its Jamaica, New York building.

The Company had expenditures for renovations of $351,810 for a second lobby in the quarter ended October 31, 2020 at its Fishkill, New York building. The total cost was $842,767 and was completed in October 2020. The Company also had expenditures of $23,577 for various other projects.

The Company had expenditures in the amount of $52,260 for roof work at its Jowein building in Brooklyn, New York.

Related Party Transactions:

The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land located at Jamaica Avenue at 169th Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.

Rent payments and expense relating to these two operating leases with Landlord follow:

		Rent Payments						Rent Expense
		Three Months Ended						Three Months Ended
		October 31						October 31
Property		2020			2019			2020			2019
Jamaica Avenue at 169th Street		$	156,249		$	156,249		$	379,359		$	403,698
504-506 Fulton Street			90,564			90,564			87,609			87,609
Total		$	246,813		$	246,813		$	466,968		$	491,307

The following summarizes assets and liabilities related to these two leases:

		Right-Of-Use
		Assets						Liabilities
		October 31			July 31			October 31			July 31
Property		2020			2020			2020			2020			Expiration Date
Jamaica Avenue at 169th Street		$	13,884,813		$	14,230,659		$	5,332,291		$	5,455,029		May 31, 2030
504-506 Fulton Street			3,006,118			3,063,268			3,130,149			3,190,253		April 30, 2031
Total		$	16,890,931		$	17,293,927		$	8,462,440		$	8,645,282

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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:

●	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, terrorist attacks, or civil unrest effecting 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;
●	changes in estimates used in our critical accounting policies; and
●	pandemics and the ongoing effects of COVID-19.

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. On October 31, 2020, the Company had fixed-rate debt of $9,237,941.

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.

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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. See also Note 12 to the Company’s Condensed Consolidated Financial Statements.
	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, 2020, except that as stated in “Cautionary Statements Regarding Forward-Looking Statements”, the last factor listed thereon, “pandemics and the ongoing effects of COVID-19” could adversely affect our results and operations as set forth on page 19 and further explained on various other pages under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
	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					25
			(31.2) Chief Financial Officer					26
	(32)		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.					27
	(95)		Mine safety disclosure					N/A
	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 for the period ended October 31, 2020.
		Item reported:
		The Company reported its financial results for the three and twelve months ended July 31, 2020 Date of report filed – October 8, 2020.
		Letter re non-reliance on previously issued financial statements. Date of report filed – October 19, 2020.

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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.

			J.W. MAYS, Inc.
			(Registrant)
Date:	December 10, 2020		Lloyd J. Shulman
			Lloyd J. Shulman
			President
			Chief Executive Officer
Date:	December 10, 2020		Mark S. Greenblatt
			Mark S. Greenblatt
			Vice President
			Chief Financial Officer

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