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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, 1998
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 $6,670,620 AS OF SEPTEMBER 25, 1998 BASED ON THE
AVERAGE OF THE BID AND ASKED PRICE OF THE STOCK REPORTED FOR SUCH DATE. FOR THE
PURPOSE OF THE FOREGOING CALCULATION, THE 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 25, 1998 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, 1998 Parts I and II
Definitive Proxy Statement for the 1998
Annual Meeting of Shareholders Part III
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J. W. MAYS, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 1998
TABLE OF CONTENTS
PART I PAGE
----
Item 1. Business ............................................................................... 3
Item 2. Properties ............................................................................. 3
Item 3. Legal Proceedings ...................................................................... 7
Item 4. Submission of Matters to a Vote of Security Holders .................................... 7
Executive Officers of the Registrant ............................................................ 8
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters ................... 8
Item 6. Selected Financial Data ................................................................ 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations ........................................................................... 8
Item 8. Financial Statements and Supplementary Data ............................................ 8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ............................................................................ 9
PART III
Item 10. Directors and Executive Officers of the Registrant ..................................... 9
Item 11. Executive Compensation ................................................................. 9
Item 12. Security Ownership of Certain Beneficial Owners and Management ......................... 9
Item 13. Certain Relationships and Related Transactions ......................................... 9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ....................... 9
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 1998 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 additional improvements of this property.
The property is currently leased to seven tenants of which five 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.
------- ------ --------- ------ -------
7/31/94 28.77% 7/31/1999 1 3,080
7/31/95 28.77% 7/31/2000 1 2,140
7/31/96 28.77% 7/31/2001 2 3,718
7/31/97 28.77% 7/31/2003 1 63
7/31/98 28.77% 7/31/2004 1 1,140
7/31/2011 1 99,190
- -------
7 109,331
- -------
The federal tax basis is $8,412,611 with accumulated depreciation of
$4,608,313 for a net carrying value of $3,804,298 as of July 31, 1998. The
life taken for depreciation varies between 18-40 years and the methods used
are the straight-line and the declining balance.
The real estate taxes for this property are $670,959 and the rate used is
averaged at $10.164 per $100 of assessed valuation.
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 additional 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.
------- ------ --------- ------ -------
7/31/94 67.99% 7/31/2001 2 34,110
7/31/95 50.34% 7/31/2004 1 23,603
7/31/96 63.67% 7/31/2007 1 5,500
7/31/97 65.19% 7/31/2008 1 500
7/31/98 65.19% 7/31/2010 7 216,613
-- -------
12 280,326
-- -------
The federal tax basis is $10,006,821 with accumulated depreciation of
$5,300,586 for a net carrying value of $4,706,235 as of July 31, 1998. The
life taken for depreciation varies between 18-40 years and the methods used
are the straight-line and the declining balance.
The real estate taxes for this property are $860,890 and the rate used is
averaged at $10.164 per $100 of assessed valuation.
4
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 54,000 square feet was renovated
for office space for four tenants. Occupancy commenced May 1, 1997 for two
tenants, November 1997 for one tenant and January 1998 for the fourth
tenant. There are no present plans for additional improvement of the
balance of the property. The property is currently leased to nine tenants;
five are retail tenants and four 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. Approximately 83,000 square feet of the building are available for
lease.
OCCUPANCY LEASE EXPIRATION
--------------------- -----------------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ------ --------- ------ -------
7/31/94 45.55% 7/31/2002 1 2,680
7/31/95 45.55% 7/31/2006 2 128,342
7/31/96 44.72% 7/31/2007 4 46,107
7/31/97 59.59% 7/31/2008 2 8,021
- -------
7/31/98 62.34% 9 185,150
- -------
The federal tax basis is $11,290,746 with accumulated depreciation of
$5,349,700 for a net carrying value of $5,941,046 as of July 31, 1998. The
life taken for depreciation varies between 18-40 years and the methods used
are the straight-line and the declining balance.
The real estate taxes for this property are $265,621 and the rate used is
averaged at $10.164 per $100 of assessed valuation.
4. Fishkill, New York--Route 9 at Interstate Highway 84
The Company owns the entire premises. There are no present plans for the
additional 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.
------- ------ --------- --------- --------
7/31/94 94.45% 7/31/2001 1 25,915
7/31/95 42.75%
7/31/96 55.03%
7/31/97 12.28%
7/31/98 12.28%
The federal tax basis is $8,905,467 with accumulated depreciation of
$5,126,305 for a net carrying value of $3,779,162 as of July 31, 1998. The
life taken for depreciation varies between 18-40 years and the methods used
are the straight-line and the declining balance.
The real estate taxes for this property are $134,783 and the rate used is
averaged at $2.89 per $100 of assessed valuation.
5
5. Levittown, New York--Hempstead Turnpike
The Company owns the entire premises. There are no present plans for
additional 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, 2004 with one five year renewal
option.
OCCUPANCY LEASE EXPIRATION
-------------------- ----------------------------------------
YEAR YEAR NUMBER OF AREA
ENDED RATE ENDED LEASES SQ. FT.
------- ---- ------- ------ -------
7/31/94 100% 7/31/2005 Building 15,243
7/31/95 100% Land 70,557
------
7/31/96 100% 1 85,800
------
7/31/97 100%
7/31/98 100%
The federal tax basis is $273,550 with accumulated depreciation of $261,206
for a net carrying value of $12,344 as of July 31, 1998. The life taken for
depreciation varies between 18-40 years and the methods used are the
straight-line and the declining balance.
The real estate taxes for this property are $99,488 and the rate used is
averaged at $95.10 per $100 of assessed valuation.
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
additional 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.
------- ---- --------- --------- ------
7/31/94 100% 7/31/2009 2 133,400
7/31/95 100%
7/31/96 100%
7/31/97 100%
7/31/98 100%
The real estate taxes for this property are $249,605 and the rate used is
averaged at $78.68 per $100 of assessed valuation.
The Company does not own this property. Improvements to the property are
made by the tenants.
6
7. Circleville, Ohio--Tarlton Road
The Company owns the entire premises. There are no present plans for
additional 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.
------- ---- --------- --------- -------
7/31/94 100% 7/31/2003 1 193,350
7/31/95 100%
7/31/96 100%
7/31/97 100%
7/31/98 100%
The federal tax basis is $4,388,456 with accumulated depreciation of
$783,653 for a net carrying value of $3,604,803 as of July 31, 1998. The
life taken for depreciation varies between 18-40 years and the methods used
are the straight-line and the declining balance.
The real estate taxes for this property are $42,438 and the rate used is
averaged at $37.14 per $1,000 of assessed valuation.
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 11 to the Consolidated Financial Statements of the 1998 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.
7
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:
FIRST BECAME
BUSINESS EXPERIENCE DURING SUCH OFFICER
NAME AGE THE PAST FIVE YEARS OR DIRECTOR
---- --- -------------------------- ------------
Lloyd J. Shulman .... 56 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 ....... 83 Executive Vice President November, 1965
Treasurer September, 1955
Director November, 1963
Ward N. Lyke, Jr. ... 47 Vice President February, 1984
George Silva ........ 48 Vice President March, 1995
Salvatore Cappuzzo .. 39 Secretary November, 1981
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 1998 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 1998 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 17 through
19 of the Registrant's 1998 Annual Report to Shareholders is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Registrant's Consolidated Financial Statements, together with the
report of D'Arcangelo & Co., LLP, Independent Accountants, dated October 7,
1998, appearing on pages 4 through 15 of the Registrant's 1998 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 1998 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.
8
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 1998 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 1998
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 1998 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 1998
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. The Consolidated Financial Statements and report of D'Arcangelo &
Co., LLP, Independent Accountants, dated October 7, 1998, set
forth on pages 4 through 15 of the Registrant's 1998 Annual
Report to Shareholders.
2. See accompanying Index to Registrant's Financial Statements and
Schedules.
9
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, 1998.
10
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 19, 1998 By: /s/ LLOYD J. SHULMAN
---------------------------------------
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer
October 19, 1998 By: /s/ ALEX SLOBODIN
---------------------------------------
Alex Slobodin
Executive Vice President
and Treasurer
Principal Financial Officer
October 19, 1998 By: /s/ 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
--------- ----- ----
/s/ LLOYD J. SHULMAN Chairman of the Board, October 19, 1998
- ------------------------------ Chief Executive Officer,
Lloyd J. Shulman President, Chief
Operating Officer
and Director
/s/ ALEX SLOBODIN Executive Vice President, October 19, 1998
- ------------------------------ Treasurer and Director
Alex Slobodin
/s/ FRANK J. ANGELL Director October 19, 1998
- ------------------------------
Frank J. Angell
/s/ LANCE D. MYERS Director October 19, 1998
- ------------------------------
Lance D. Myers
/s/ JACK SCHWARTZ Director October 19, 1998
- ------------------------------
Jack Schwartz
Director October 19, 1998
- ------------------------------
Max L. Shulman
/s/ SYLVIA W. SHULMAN Director October 19, 1998
- ------------------------------
Sylvia W. Shulman
/s/ LEWIS D. SIEGEL Director October 19, 1998
- ------------------------------
Lewis D. Siegel
11
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, 1998, which are
incorporated herein by reference:
Report of Independent Accountants (page 15)
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:
Report of Independent Accountants ........... 12
II Valuation and Qualifying Accounts ........... 13
III Real Estate and Accumulated Depreciation 14
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.
----------
REPORT 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, 1998 and 1997, and for the three years ended
July 31, 1998 and have issued our report thereon dated October 7, 1998; 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 7, 1998
12
SCHEDULE II
J. W. MAYS, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED JULY 31,
-----------------------------------
1998 1997 1996
-------- -------- --------
Allowance for net unrealized gains
(losses) on marketable securities:
Balance, beginning of period .......... $152,151 $ 25,261 $ 42,010
Additions (Reductions) ................ 271,728 126,890 (16,749)
-------- -------- --------
Balance, end of period ................ $423,879 $152,151 $ 25,261
======== ======== ========
Deferred income tax asset valuation
allowance:
Balance, beginning of period .......... $ 26,952 $ 41,597 $117,098
(Reductions) .......................... (1,961) (14,645) (75,501)
-------- -------- --------
Balance, end of period ................ $ 24,991 $ 26,952 $ 41,597
======== ======== ========
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SCHEDULE III
J. W. MAYS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
JULY 31, 1998
==========================================================================================================
COL. A COL. B COL. C COL. D
- ----------------------------------------------------------------------------------------------------------
COST CAPITALIZED
INITIAL COST TO COMPANY SUBSEQUENT TO ACQUISITION
-------------------------------------------------------
ENCUM- BUILDING & CARRYING
DESCRIPTION BRANCES LAND IMPROVEMENTS IMPROVEMENTS COST
- ----------------------------------------------------------------------------------------------------------
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
Fulton Street at Bond Street .... $ 193,274 $1,703,157 $ 3,862,454 $ 6,342,155 $ --
Jamaica, New York
Jamaica Avenue at
169th Street ................... 3,666,666 -- 3,215,699 8,075,048 --
Fishkill, New York
Route 9 at Interstate
Highway 84 ...................... 2,442,584 467,341 7,212,116 1,735,672 --
Brooklyn, New York
Jowein Building
Fulton Street and Elm Place ..... 758,595 1,622,232 770,561 9,236,260 --
Levittown, New York
Hempstead Turnpike .............. -- 95,256 200,560 72,990 --
Circleville, Ohio
Tarlton Road .................... 1,580,714 120,849 4,388,456 -- --
---------- ---------- ----------- ----------- -------
Total (A) ....................... $8,641,833 $4,008,835 $19,649,846 $25,462,125 $ --
========== ========== =========== =========== =======
====================================================================================================================================
COL. A COL. E COL. F COL. G COL. H COL. I
- ------------------------------------------------------------------------------------------------------------------------------------
GROSS AMOUNT AT WHICH CARRIED LIFE ON WHICH
AT CLOSE OF PERIOD DEPRECIATON IN
------------------------- LATEST INCOME
BUILDING & ACCUMULATED DATE OF DATE STATEMENT IS
DESCRIPTION LAND IMPROVEMENTS TOTAL DEPRECIATION CONSTRUCTION ACQUIRED COMPUTED
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE AND RENTAL BUILDINGS
Brooklyn, New York
Fulton Street at Bond Street . $1,703,157 $10,204,609 $11,907,766 $ 4,760,866 Various Various (1) (2)
Jamaica, New York
Jamaica Avenue at
169th Street ................ -- 11,290,747 11,290,747 5,318,818 1959 1959 (1) (2)
Fishkill, New York
Route 9 at Interstate
Highway 84 ................... 467,341 8,947,788 9,415,129 4,650,385 10/74 11/72 (1)
Brooklyn, New York
Jowein Building
Fulton Street and Elm Place .. 1,622,232 10,006,821 11,629,053 5,518,588 1915 1950 (1) (2)
Levittown, New York
Hempstead Turnpike ........... 95,256 273,550 368,806 245,092 4/69 6/62 (1)
Circleville, Ohio
Tarlton Road ................. 120,849 4,388,456 4,509,305 603,413 9/92 12/92 (1)
---------- ----------- ----------- -----------
Total (A) .................... $4,008,835 $45,111,971 $49,120,806 $21,097,162
========== =========== =========== ===========
- -------------------
(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 $748,715 and Accumulated Depreciation thereon of
$531,303 at July 31, 1998.
YEAR ENDED JULY 31,
----------------------------------------
1998 1997 1996
----------- ----------- -----------
INVESTMENT IN REAL ESTATE
Balance at Beginning of Year ..... $48,096,243 $45,128,700 $43,475,739
Improvements ..................... 1,024,563 2,967,543 1,652,961
----------- ----------- -----------
Balance at End of Year ........... $49,120,806 $48,096,243 $45,128,700
=========== =========== ===========
ACCUMULATED DEPRECIATION
Balance at Beginning of Year ..... $20,143,617 $19,233,598 $18,398,773
Additions Charged to Costs and
Expenses ....................... 953,545 910,019 834,825
----------- ----------- -----------
Balance at End of Year ........... $21,097,162 $20,143,617 $19,233,598
=========== =========== ===========
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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, 1998
(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)
15