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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: JULY 31, 1997
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
INCORPORATION OR ORGANIZATION) 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
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1 PER SHARE
------------------------------------
(TITLE OF CLASS)
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 IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X] NO DELINQUENT FILERS.
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT WAS APPROXIMATELY $9,268,515 AS OF SEPTEMBER 26, 1997 BASED UPON THE
AVERAGE BID AND ASKED PRICE OF THE STOCK REPORTED FOR SUCH DATE. SHARES OF
COMMON STOCK HELD BY EACH OFFICER AND DIRECTOR AND BY EACH PERSON WHO OWNS 5% OR
MORE OF THE OUTSTANDING COMMON STOCK HAVE BEEN EXCLUDED IN THAT SUCH PERSONS MAY
BE DEEMED TO BE AFFILIATES. THIS DETERMINATION OF AFFILIATE STATUS IS NOT
NECESSARILY A CONCLUSIVE DETERMINATION FOR OTHER PURPOSES.
The number of shares outstanding of the registrant's Common Stock as of
September 26, 1997 was 2,135,780.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF FORM 10-K
IN WHICH THE DOCUMENT
DOCUMENT IS INCORPORATED
-------- ---------------------
Annual Report to Shareholders for Fiscal
Year Ended July 31, 1997 Parts I and II
Definitive Proxy Statement for the 1997
Annual Meeting of Shareholders Part III
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J. W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 1997
TABLE OF CONTENTS
PART I PAGE
----
Item 1. Business ..................................................... 3
Item 2. Properties ................................................... 3
Item 3. Legal Proceedings ............................................ 6
Item 4. Submission of Matters to a Vote of Security Holders .......... 6
Executive Officers of the Registrant .................................. 7
PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters ......................................... 7
Item 6. Selected Financial Data ...................................... 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 7
Item 8. Financial Statements and Supplementary Data .................. 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ...................... 8
PART III
Item 10. Directors and Executive Officers of the Registrant ........... 8
Item 11. Executive Compensation ....................................... 8
Item 12. Security Ownership of Certain Beneficial Owners and
Management ................................................. 8
Item 13. Certain Relationships and Related Transactions .............. 8
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K ................................................ 8
2
PART I
ITEM 1. BUSINESS.
J. W. Mays, Inc. (the "Company" or "Registrant") with executive offices at
9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real
estate properties. See below for the description of these properties (Item 2.
Properties). The Company's business was founded in 1924 and incorporated under
the laws of the State of New York on July 6, 1927.
The Company discontinued its department store business which operated under
the name of "MAYS," in the year ended July 31, 1989, and has continued the
leasing of real estate. The Company has no foreign operations.
The Company employs approximately 30 employees and has a contract with a
union covering rates of pay, hours of employment and other conditions of
employment for 20% of its employees. The Company considers that its labor
relations with its employees and union are good.
ITEM 2. PROPERTIES.
The table below sets forth certain information as to each of the properties
currently operated by the Company:
APPROXIMATE
LOCATION SQUARE FEET
-------- -----------
1. Brooklyn, New York
Fulton Street at Bond Street ........................... 380,000
2. Brooklyn, New York
Jowein Building
Fulton Street and Elm Place ............................ 430,000
3. Jamaica, New York
Jamaica Avenue at 169th Street ......................... 297,000
4. Fishkill, New York
Route 9 at Interstate Highway 84 ....................... 211,000
(located on
14.9 acres)
5. Levittown, New York
Hempstead Turnpike ..................................... 85,800
6. Massapequa, New York
Sunrise Highway ........................................ 133,400
7. Circleville, Ohio
Tarlton Road ........................................... 193,350
(located on
11.6 acres)
8. Brooklyn, New York
Truck Bays, passage facilities and tunnel--
Schermehorn Street .................................. 17,000
Building--Livingston Street ........................... 10,500
Properties leased are under long-term leases for varying periods, the
longest of which extends to 2013, and in most instances renewal options are
included. Reference is made to Note 6 to the Consolidated Financial Statements
contained in the 1997 Annual Report to Shareholders, incorporated herein by
reference. The properties owned which are held subject to mortgage are the
Jowein building, Jamaica Building, Fishkill property, Ohio property and a small
part of the Company's former Brooklyn store.
3
1. Brooklyn, New York--Fulton Street at Bond Street
15% of the premises is leased by the Company under eight separate leases.
Expiration dates are as follows: 1/31/2001 (2 leases); 4/30/2011 (4
leases); 6/30/2011 (1 lease); and 12/8/2013 (1 lease). One lease which
expires 1/31/2001 has a 10 year option and the lease which expires
12/8/2013 has two thirty year options through 12/8/2073. There are no
present plans for the improvements of this property.
The property is currently leased to eight tenants of which six are retail
tenants and two occupy office space. One tenant occupies in excess of 10%
of the rentable square footage (26.11%). This tenant subleases to a flea
market, department store, shoe store and various other retail shops. The
lease expires April 30, 2011 with no renewal options.
OCCUPANCY LEASE EXPIRATION
-------------------- ------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ----- --------- --------- -------
7/31/93 28.61% 7/31/1998 1 3,080
7/31/94 28.77% 7/31/2000 1 2,140
7/31/95 28.77% 7/31/2001 3 3,781
7/31/96 28.77% 7/31/2004 1 1,140
7/31/97 28.77% 7/31/2006 1 6,192
7/31/2011 1 92,998
-- -------
8 109,331
-- -------
The life expectancy used to calculate depreciation varies between 18-40
years and the methods used are straight-line and declining balance.
2. Brooklyn, New York--Jowein Building, Fulton St. & Elm Place
Approximately 50% of the premises is owned and 50% is leased. The lease is
with one landlord and expires April 30, 2010. There are no renewal options.
There are no present plans for the improvement of this property.
Approximately 280,000 square feet of the property is currently leased to
twelve tenants of which eight are retail stores, one is a restaurant and
three leases are for office space. One tenant is a New York City agency
which occupies in excess of 10% of the rentable square footage (31.19%).
The lease expires April 29, 2010 with no renewal options. Approximately
110,000 square feet of the building is available for lease.
OCCUPANCY LEASE EXPIRATION
-------------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------ ------- --------- --------- -------
7/31/93 67.99% 7/31/2001 3 34,610
7/31/94 67.99% 7/31/2004 1 23,603
7/31/95 50.34% 7/31/2007 1 5,500
7/31/96 63.67% 7/31/2010 7 216,613
7/31/97 65.19% -- -------
12 280,326
-- -------
The life expectancy used to calculate depreciation varies between 18-40
years and the methods used are straight-line and declining balance.
3. Jamaica, New York--Jamaica Avenue at 169th Street
The building is owned and the fee is leased from an affiliated company. The
lease expires July 31, 2027. Approximately 46,000 square feet was renovated
for office space for two new tenants during fiscal 1997. Occupancy
commenced May 1, 1997. There are no present plans for the improvement of
the balance of the second floor of the property. The property is currently
leased to six tenants; four are retail tenants and two leases are for
office space. Two tenants occupy in excess of 10% of the rentable square
footage. One of the tenants is a department store that occupies 27.50% of
the rentable space with a lease that expires August 31, 2005 and has one
five year renewal option. The other tenant is a major retail toy store
which occupies 15.95% of the rentable space. The lease expires January 31,
2006 with six renewal options of five years each and 2,700 square feet to
another tenant for retail space. The Company during August 1997 executed
two ten year leases for office space, for a combined total of 8,000 square
feet. Approximately 83,000 square feet of the building are available for
lease.
4
OCCUPANCY LEASE EXPIRATION
-------------------- -----------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES Q. FT.
------- ------ --------- --------- --------
7/31/93 45.55% 7/31/2002 1 2,680
7/31/94 45.55% 7/31/2006 2 128,342
7/31/95 45.55% 7/31/2007 3 45,960
7/31/96 44.72% -- -------
7/31/97 59.59% 6 176,982
-- -------
The life expectancy used to calculate depreciation varies between 18-40 years
and the methods used are straight-line and declining balance.
4. Fishkill, New York Route 9 at Interstate Highway 84
The Company owns the entire premises. There are no present plans for the
improvement of this property. Approximately 26,000 square feet are leased
to one tenant for office space and 186,000 square feet of the building are
available for lease.
OCCUPANCY LEASE EXPIRATION
-------------------- -------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ------ ---------- --------- -------
7/31/93 94.45% 7/31/2001 1 25,915
7/31/94 94.45%
7/31/95 42.75%
7/31/96 55.03%
7/31/97 12.28%
The life expectancy used to calculate depreciation varies between 18-40
years and the methods used are straight-line and declining balance.
5. Levittown, New York--Hempstead Turnpike
The Company owns the entire premises. There are no present plans for the
improvement of this property. The property is currently leased to one
tenant that operates the premises as a game room and fast food restaurant.
The lease expires September 30, 1999 with one five year renewal option.
OCCUPANCY LEASE EXPIRATION
------------------- ------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ---- --------- --------- -------
7/31/93 100% 7/31/2000 1 85,800
7/31/94 100%
7/31/95 100%
7/31/96 100%
7/31/97 100%
The life expectancy used to calculate depreciation varies between 18-40
years and the methods used are straight-line and declining balance.
6. Massapequa, New York--Sunrise Highway
The Company leases the entire premises under one lease. The lease expires
May 14, 2009. There are no renewal options. There are no present plans for
the improvement of this property. The property is currently sub-leased to
two tenants; one, a gasoline service station and the other, a bank. Each of
these tenants occupy in excess of 10% of the rentable square footage. The
gasoline service station lease expires April 29, 2009 with no renewal
options. The sub-lease to the bank expires May 14, 2009 with no renewal
options.
OCCUPANCY LEASE EXPIRATION
----------------------- ------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
-------- ----- --------- --------- -------
7/31/93 100% 7/31/2009 2 133,400
7/31/94 100%
7/31/95 100%
7/31/96 100%
7/31/97 100%
5
The Company does not own this property and has made no improvements
thereon.
7. Circleville, Ohio--Tarlton Road
The Company owns the entire premises. There are no present plans for
improvement of this property. The entire property is currently leased to
one tenant. The tenant is a manufacturer and uses these premises as a
warehouse and distribution facility. The lease expires September 30, 2002.
There are three five year renewal options.
OCCUPANCY LEASE EXPIRATION
------------------- ------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ----- -------- --------- -------
7/31/93 100% 7/31/2003 1 193,350
7/31/94 100%
7/31/95 100%
7/31/96 100%
7/31/97 100%
The life expectancy used to calculate depreciation is 31.5 years. The
method used is straight-line.
8. The City of New York through its Economic Development Administration ("New
York City") constructed a municipal garage at Livingston Street opposite
the Company's Brooklyn properties. The Company has a long-term lease with
New York City expiring in 2013 with renewal options, the last of which
expires in 2073, under which:
(1) Such garage, available to the public, provides truck bays and
passage facilities through a tunnel for the exclusive use of the
Company, to the structure referred to in (2) below; the bays, passage
facilities and tunnel, totaling approximately 17,000 square feet, are
included in the lease from New York City mentioned in the preceding
paragraph and are in full use.
(2) The Company constructed a six-story building and basement on
a 20 x 75-foot plot (acquired and made available by New York City and
leased to the Company for a term expiring in 2013 with renewal
options, the last of which expires in 2073) adjacent to and connected
with the Company's Brooklyn properties, which provides the other end
of the tunnel with the truck bays in the municipal garage.
In the opinion of management, all of the Company's properties are adequately
covered by insurance.
See Note 12 to the Consolidated Financial Statements of the 1997 Annual
Report to Shareholders, which information is incorporated herein by
reference, for information concerning those tenants the rental income from
which equals 10% or more of the Company's rental income.
ITEM 3. LEGAL PROCEEDINGS.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year covered by this report, no
matter was submitted to a vote of security holders of the Company.
6
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to each Executive
Officer of the Registrant (each of whom is elected annually) whose present term
of office will expire upon the election and qualification of his successor,
except for Max L. Shulman who retired as Co-Chairman of Board on November 26,
1996:
FIRST BECAME
BUSINESS EXPERIENCE DURING SUCH OFFICER
NAME AGE THE PAST FIVE YEARS OR DIRECTOR
---- --- -------------------------- -------------
Max L. Shulman ........ 88 Chairman of the Board June, 1963
Co-Chairman of the Board June, 1995
Retired as Co-Chairman of
the Board--November 26,
1996
Director January, 1946
Lloyd J. Shulman ...... 55 President November, 1978
Co-Chairman of the Board and
President June, 1995
Chairman of the Board and
President November, 1996
Director November, 1977
Alex Slobodin ......... 82 Executive Vice President November, 1965
Treasurer September, 1955
Director November, 1963
Ward N. Lyke, Jr. ..... 46 Vice President February, 1984
George Silva .......... 47 Vice President March, 1995
Salvatore Cappuzzo .... 38 Secretary November, 1981
No family relationship exists among the foregoing persons except that Lloyd
J. Shulman is the son of Max L. Shulman.
All of the above mentioned officers have been appointed as such by the
directors and, except for Mr. Silva, have been employed as Executive Officers of
the Company during the past five years.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
The information appearing under the heading "Common Stock Prices and
Dividends" on page 20 of the Registrant's 1997 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information appearing under the heading "Summary of Selected Financial
Data" on page 2 of the Registrant's 1997 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information appearing under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 18 and 19 of
the Registrant's 1997 Annual Report to Shareholders is incorporated herein by
reference.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant's Consolidated Financial Statements, together with the
reports of D'Arcangelo & Co., LLP and of Lipsky, Goodkin & Co., P.C.,
Independent Public Accountants, dated October 3, 1997 and October 12, 1995,
respectively, appearing on pages 4 through 16 of the Registrant's 1997 Annual
Report to Shareholders is incorporated herein by reference. With the exception
of the aforementioned information and the information incorporated by reference
in Items 2, 5, 6, 7 and 8 hereof, the 1997 Annual Report to Shareholders is not
to be deemed filed as part of this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The information required by that part of this item relating to Changes in
Registrant's Certifying Accountants appears in the Registrant's Form 8-K dated
January 11, 1996, amended February 6, 1996 by Form 8-K/A, and such information
is incorporated herein by reference.
Response to that part of this item relating to Disagreements with
Accountants and Financial Disclosures--None, as it applies to both the former
and present accountants.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information relating to directors of the Registrant is contained in the
Definitive Proxy Statement for the 1997 Annual Meeting of Shareholders and such
information is incorporated herein by reference.
The information with respect to Executive Officers of the Registrant is set
forth in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item appears under the heading "Executive
Compensation and Related Matters" in the Definitive Proxy Statement for the 1997
Annual Meeting of Shareholders and such information is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item appears under the headings "Security
Ownership of Certain Beneficial Owners and Management" and "Information
Concerning Nominees for Election as Directors" in the Definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders and such information is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item appears under the heading "Executive
Compensation and Related Matters" in the Definitive Proxy Statement for the 1997
Annual Meeting of Shareholders and such information is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. (i) The Consolidated Financial Statements and report of
D'Arcangelo & Co., LLP, Independent Public Accountants, dated
October 3, 1997, set forth on pages 4 through 16 of the
Registrant's 1997 Annual Report to Shareholders.
(ii) The report of Lipsky, Goodkin & Co., P.C. Independent Public
Accountants, dated October 12, 1995, (except with respect to the
matter discussed in Note 16(b), as to which the date is October
18, 1995), set forth on page 16 of the Registrant's 1995 Annual
Report to Shareholders.
2. See accompanying Index to Registrant's Financial Statements and
Schedules.
8
3. Exhibits:
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession--not applicable.
(3) Articles of incorporation and by-laws:
(i) Certificate of Incorporation, as amended, incorporated
by reference to Registrant's Form 8-K dated December 3,
1973.
(ii) By-laws, as amended June 1, 1995, incorporated by
reference to Registrant's Form 10-K dated October 23,
1995.
(4) Instruments defining the rights of security holders,
including indentures--see Exhibit (3) above.
(9) Voting trust agreement--not applicable.
(10) Material contracts:
(i) Agreement of Lease dated March 29, 1990 pursuant to
which the basement and a portion of the street floor,
approximately 32% of the total area of the Registrant's
former Jamaica store, has been leased to a tenant for
retail space, incorporated by reference to Registrant's
Form 10-K dated October 29, 1990.
(ii) Agreement of Lease dated July 5, 1990, as amended
February 25, 1992, pursuant to which a portion of the
street floor and basement, approximately 35% of the
total area of the Registrant's former Brooklyn store,
has been leased to a tenant for the retail sale of
general merchandise and for a restaurant, incorporated
by reference to Registrant's Form 10-K dated October
29, 1990.
(iii) The J.W. Mays, Inc. Retirement Plan and Trust, Summary
Plan Description, effective August 1, 1991,
incorporated by reference to Registrant's Form 10-K
dated October 23, 1992 and, as amended, effective
August 1, 1993, incorporated by reference to
Registrant's Form 10-Q for the Quarter ended October
31, 1993 dated December 2, 1993.
(11) Statement re computation of per share earnings--not
applicable.
(12) Statement re computation of ratios--not applicable.
(13) Annual report to security holders.
(16) Letter re change in certifying accountant--the information
required by this item appears in the Registrant's Form 8-K
dated January 11, 1996, amended February 6, 1996 by Form
8-K/A, and such information is incorporated herein by
reference.
(18) Letter re change in accounting principles--not applicable.
(21) Subsidiaries of the registrant.
(22) Published report regarding matters submitted to vote of
security holders--not applicable.
(24) Power of attorney--none.
(28) Information from reports furnished to state insurance
regulatory authorities--not applicable.
(99) Additional exhibits--none.
(b) Reports on Form 8-K -- No reports on Form 8-K were required to be
filed by the Registrant during the three months ended July 31, 1997.
9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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)
October 20, 1997 By: LLOYD J. SHULMAN
------------------------------------
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
October 20, 1997 By: ALEX SLOBODIN
------------------------------------
Alex Slobodin
Executive Vice President
and Treasurer
Principal Financial Officer
October 20, 1997 By: MARK GREENBLATT
------------------------------------
Mark Greenblatt
Controller
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
LLOYD J. SHULMAN Chairman of the Board, October 20, 1997
- ----------------------------- Chief Executive Officer,
Lloyd J. Shulman President, Chief Operating
Officer and Director
ALEX SLOBODIN Executive Vice President, October 20, 1997
- ----------------------------- Treasurer and Director
Alex Slobodin
FRANK J. ANGELL Director October 20, 1997
- -----------------------------
Frank J. Angell
LANCE D. MYERS Director October 20, 1997
- -----------------------------
Lance D. Myers
JACK SCHWARTZ Director October 20, 1997
- -----------------------------
Jack Schwartz
MAX L. SHULMAN Director October 20, 1997
- -----------------------------
Max L. Shulman
SYLVIA W. SHULMAN Director October 20, 1997
- -----------------------------
Sylvia W. Shulman
LEWIS D. SIEGEL Director October 20, 1997
- -----------------------------
Lewis D. Siegel
10
INDEX TO REGISTRANT'S FINANCIAL STATEMENTS AND SCHEDULES
Reference is made to the following sections of the Registrant's Annual
Report to Shareholders for the fiscal year ended July 31, 1997, which are
incorporated herein by reference:
Reports of Independent Accountants (page 16)
Consolidated Balance Sheets (pages 4 and 5)
Consolidated Statements of Operations and Retained Earnings (page 6)
Consolidated Statements of Cash Flows (page 7)
Notes to Consolidated Financial Statements (pages 8-15)
PAGE
----
Financial Statement Schedules:
Reports of Independent Accountants ....................... 11
II Valuation and Qualifying Accounts ........................ 12
III Real Estate and Accumulated Depreciation ................. 13
All other schedules for which provision is made in the applicable
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, accordingly, are omitted.
The separate financial statements and schedules of J. W. Mays, Inc. (not
consolidated) are omitted because the Company is primarily an operating company
and its subsidiaries are wholly-owned.
REPORTS OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
J. W. Mays, Inc. and Subsidiaries
We have audited the consolidated financial statements of J.W. Mays, Inc.
and subsidiaries as of July 31, 1997 and 1996, and for the two years then ended,
and have issued our report thereon dated October 3, 1997; such consolidated
financial statements and report are incorporated by reference in this Form 10-K
Annual Report. Our audits also included the consolidated financial statement
schedules of J.W. Mays, Inc. and subsidiaries listed in Item 14(a)2 of this Form
10-K. These consolidated financial statement schedules are the responsibility of
the Corporation's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such consolidated financial statement schedules,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly, in all material respects, the information set forth
therein.
D'ARCANGELO & CO., LLP
Purchase, N.Y
October 3, 1997
----------------------
To the Board of Directors and Shareholders
of J. W. Mays, Inc.:
Our audit of the Consolidated Financial Statements referred to in our
report dated October 12, 1995, appearing on page 16 of the 1995 Annual Report to
Shareholders of J.W. Mays, Inc., (which report and Consolidated Financial
Statements are incorporated by reference in this Form 10-K Annual Report) also
included an audit of the Summarized Financial Information contained in Item 8
and Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. Our
report on the Consolidated Financial Statements includes explanatory paragraphs
with respect to the change in the method of accounting for marketable
securities--other investments in 1995, as discussed in Note 1 to the
Consolidated Financial Statements. In our opinion, this Summarized Financial
Information and these Financial Statement Schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related Consolidated Financial Statements.
LIPSKY, GOODKIN & Co., P.C.
New York, N.Y
October 12, 1995 (except with respect to the matter discussed in Note 16(b)
to the 1995 Consolidated Financial Statements, as to which the date is
October 18, 1995). See paragraphs 6 and 7 of Note 12 to the 1997
Consolidated Financial Statements for events subsequent to October 18, 1995.
11
SCHEDULE II
J.W. MAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED JULY 31,
-----------------------------------
1997 1996 1995
-------- -------- --------
Allowance for net unrealized gains
(losses) on marketable securities--
other investments:
Balance, beginning of period ..... $ 25,261 $ 42,010 $(31,769)
Additions (Reductions) ........... 126,890 (16,749) 73,779
-------- -------- --------
Balance, end of period ........... $152,151 $ 25,261 $ 42,010
======== ======== ========
Deferred income tax asset
valuation allowance:
Balance, beginning of period ..... $ 41,597 $117,098 $169,698
(Reductions) ..................... (14,645) (75,501) (52,600)
-------- -------- --------
Balance, end of period ........... $ 26,952 $ 41,597 $117,098
======== ======== ========
12
SCHEDULE III
J. W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
JULY 31, 1997
====================================================================================================================================
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------------------------------
COST CAPITALIZED GROSS AMOUNT AT WHICH CARRIED
INITIAL COST TO COMPANY SUBSEQUENT TO ACQUISITION AT CLOSE OF PERIOD
--------------------------------------------------------------------------------------
ENCUM- BUILDING & CARRYING BUILDING &
DESCRIPTION BRANCES LAND IMPROVEMENTS IMPROVEMENTS COST LAND IMPROVEMENTS TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
Fulton Street at Bond
Street ................... $ 201,464 $1,703,157 $ 3,862,454 $ 6,250,101 $ -- $1,703,157 $10,112,555 $11,815,712
Jamaica, New York
Jamaica Avenue at
169th Street .............. 3,933,333 -- 3,215,699 7,182,343 -- -- 10,398,042 10,398,042
Fishkill, New York
Route 9 at Interstate
Highway 84 ................ 2,561,428 467,341 7,212,116 1,726,320 -- 467,341 8,938,436 9,405,777
Brooklyn, New York
Jowein Building
Fulton Street and Elm
Place .................... 835,026 1,622,232 770,561 9,205,808 -- 1,622,232 9,976,369 11,598,601
Levittown, New York
Hempstead Turnpike ........ -- 95,256 200,560 72,990 -- 95,256 273,550 368,806
Circleville, Ohio
Tarlton Road .............. 1,890,947 120,849 4,388,456 -- -- 120,849 4,388,456 4,509,305
---------- ---------- ----------- ----------- -------- ---------- ----------- -----------
Total (A) ................. $9,422,198 $4,008,835 $19,649,846 $24,437,562 $ -- $4,008,835 $44,087,408 $48,096,243
========== ========== =========== =========== ======== ========== =========== ===========
===================================================
COL. F COL. G COL. H COL. I
---------------------------------------------------
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
ACCUMULATED DATE OF DATE STATEMENT IS
DEPRECIATION CONSTRUCTION ACQUIRED COMPUTED
---------------------------------------------------
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
Fulton Street at Bond
Street .................. $ 4,580,126 Various Various (1)(2)
Jamaica, New York
Jamaica Avenue at
169th Street ............. 5,099,302 1959 1959 (1 (2)
Fishkill, New York
Route 9 at Interstate
Highway 84 ............... 4,426,835 10/74 11/72 (1)
Brooklyn, New York
Jowein Building
Fulton Street and Elm
Place .................... 5,301,167 1915 1950 (1)(2)
Levittown, New York
Hempstead Turnpike ....... 242,486 4/69 6/62 (1)
Circleville, Ohio
Tarlton Road ............. 493,701 9/92 12/92 (1)
-----------
Total (A) ................ $20,143,617
===========
- ---------------
(1) Building and improvements 18-40 years
(2) Improvements to leased property 3-40 years
(A) Does not include Office Furniture and Equipment and Transportation
Equipment in the amount of $690,490 and Accumulated Depreciation thereon
of $517,282 at July 31, 1997.
YEAR ENDED JULY 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
INVESTMENT IN REAL ESTATE
Balance at Beginning of Year $45,128,700 $43,475,739 $42,529,020
Improvements ............... 2,967,543 1,652,961 946,719
----------- ----------- -----------
Balance at End of Year ..... $48,096,243 $45,128,700 $43,475,739
=========== =========== ===========
ACCUMULATED DEPRECIATION
Balance at Beginning of Year $19,233,598 $18,398,773 $17,617,239
Additions Charged to Costs
and Expenses .............. 910,019 834,825 781,534
----------- ----------- -----------
Balance at End of Year ..... $20,143,617 $19,233,598 $18,398,773
=========== =========== ===========
13
EXHIBIT INDEX TO FORM 10-K
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession-not applicable
(3) (i) Articles of incorporation-incorporated by reference
(ii) By-laws-incorporated by reference
(4) Instruments defining the rights of security holders, including
indentures-see Exhibit (3) above
(9) Voting trust agreement-not applicable
(10) Material contracts-(i) through (iii) incorporated by reference
(11 Statement re computation of per share earnings-not applicable
(12) Statement re computation of ratios-not applicable
(13) Annual report to security holders
(16) Letter re change in certifying accountant
(18) Letter re change in accounting principles-not applicable
(21) Subsidiaries of the registrant
(22) Published report regarding matters submitted to vote of security
holders-not applicable
(24) Power of attorney-none
(28) Information from reports furnished to state insurance regulatory
authorities-not applicable
(99) Additional exhibits-none
EXHIBIT 13
(COPY OF ANNUAL REPORT TO SHAREHOLDERS ATTACHED HERETO)
FISCAL YEAR ENDED JULY 31, 1997
(NEXT PAGE)
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The Registrant owns all of the outstanding stock of the following
corporations, which are included in the Consolidated Financial Statements filed
with this report:
DUTCHESS MALL SEWAGE PLANT, INC. (a New York corporation)
J. W. M. Realty Corp. (an Ohio corporation)
14