SEC Form 10-Q filed by J. W. Mays Inc.

Table of Contents

 

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, 2025

 

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 Incorporation or Organization		I.R.S. Employer Identification No.
9 Bond Street, Brooklyn, New York		11201
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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	MAYS	NASDAQ

 

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, 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.

 

Large accelerated filer ☐	Accelerated filer ☐	Emerging growth company ☐
Non-accelerated filer ☒	Smaller reporting company ☒

 

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 Act). Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s common stock as of December 8, 2025 was 2,015,780.

 

Table of Contents

 

J. W. MAYS, INC.

 

INDEX

 

		Page No.
Part I - Financial Information:
Item 1. Financial Statements		3
Consolidated Balance Sheets (Unaudited) – October 31, 2025 and July 31, 2025		3
Consolidated Statements of Operations (Unaudited) – Three months ended October 31, 2025 and 2024		4
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) – Three months ended October 31, 2025 and 2024		5
Consolidated Statements of Cash Flows (Unaudited) – Three months ended October 31, 2025 and 2024		6
Notes to Consolidated Financial Statements (Unaudited)		7 - 14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15 - 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		18
Item 4. Controls and Procedures		18
Part II - Other Information:
Item 1. Legal Proceedings		18
Item 1A. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		18
Item 3. Defaults Upon Senior Securities		18
Item 4. Mine Safety Disclosures		19
Item 5. Other Information		19
Item 6. Exhibits		19
Signatures		20

 

Part I - Financial Information

 

Item 1. Financial Statements

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

 

		October 31 2025				July 31 2025
ASSETS
Property and Equipment-at cost:
Land		$	6,067,805			$	6,067,805
Buildings held for leasing:
Buildings, improvements, and fixtures			82,321,574				81,018,716
Construction in progress			2,121,407				3,270,919
			84,442,981				84,289,635
Accumulated depreciation			(41,985,351	)			(41,603,389	)
Buildings - net			42,457,630				42,686,246
Property and equipment-net			48,525,435				48,754,051
Cash and cash equivalents			2,188,982				748,597
Restricted cash			1,040,148				1,010,148
Receivables, net			3,812,249				3,959,730
Prepaids and other assets			1,801,836				3,294,901
Deferred charges, net			3,474,507				3,517,817
Operating lease right-of-use assets			27,869,079				26,764,182
TOTAL ASSETS		$	88,712,236			$	88,049,426
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgage payable		$	3,195,029			$	3,235,561
Accounts payable and accrued expenses			2,773,773				2,891,074
Security deposits payable			1,126,725				1,092,225
Operating lease liabilities			25,299,839				24,034,669
Deferred income taxes			3,889,000				4,034,000
Total Liabilities			36,284,366				35,287,529
Shareholders’ Equity:
Common stock, par value $1 each share (shares-5,000,000 authorized; 2,178,297 issued and 2,015,780 outstanding)			2,178,297				2,178,297
Additional paid in capital			3,346,245				3,346,245
Retained earnings			48,191,180				48,525,207
			53,715,722				54,049,749
Common stock held in treasury, at cost - 162,517 shares at October 31, 2025 and July 31, 2025			(1,287,852	)			(1,287,852	)
Total shareholders’ equity			52,427,870				52,761,897
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	88,712,236			$	88,049,426

 

See Notes to Accompanying Consolidated Financial Statements

 

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

 

		Three Months Ended
		October 31				October 31
		2025				2024
Revenues
Rental income		$	5,251,414			$	5,539,129
Total revenues			5,251,414				5,539,129
Expenses
Real estate operating expenses			4,077,513				3,750,139
Administrative and general expenses			1,189,818				1,292,753
Depreciation			472,262				444,066
Total expenses			5,739,593				5,486,958
Income (loss) from operations			(488,179	)			52,171
Other income and interest expense:
Dividend and interest income			9,152				4,963
Interest expense, net of capitalized interest			–				(24,477	)
			9,152				(19,514	)
Income (loss) from operations before income taxes			(479,027	)			32,657
Income taxes provided (benefit)			(145,000	)			6,000
Net income (loss)		$	(334,027	)		$	26,657
Income / (loss) per common share, basic and diluted		$	(.17	)		$	.01
Dividends per share		$	–			$	–
Weighted average common shares outstanding, basic and diluted			2,015,780				2,015,780

 

See Notes to Accompanying Consolidated Financial Statements

 

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

 

Additional Paid In Capital		Common Stock				Additional Paid In Capital				Retained Earnings				Common Stock Held in Treasury				Total
Three Months Ended October 31, 2025Common Stock
Balance at July 31, 2025		$	2,178,297			$	3,346,245			$	48,525,207			$	(1,287,852	)		$	52,761,897
Net loss, three months ended October 31, 2025			-				-				(334,027	)			-				(334,027	)
Balance at October 31, 2025 Retained Earnings		$	2,178,297			$	3,346,245			$	48,191,180			$	(1,287,852	)		$	52,427,870
Three Months Ended October 31, 2024Common Stock Held in Treasury
Balance at July 31, 2024		$	2,178,297			$	3,346,245			$	48,661,447			$	(1,287,852	)		$	52,898,137
Net income, three months ended October 31, 2024			-				-				26,657				-				26,657
Balance at October 31, 2024		$	2,178,297			$	3,346,245			$	48,688,104			$	(1,287,852	)		$	52,924,794

 

See Notes to Accompanying Consolidated Financial Statements

 

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

 

		Three Months Ended
		October 31
		2025				2024
Cash Flows From Operating Activities:
Net income (loss)		$	(334,027	)		$	26,657
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense			4,622				931
Provision (benefit) for deferred income taxes			(145,000	)			6,000
Depreciation			472,262				444,066
Loss on fixed asset disposal			167,700				–
Amortization of deferred charges			131,153				125,300
Operating lease expense in excess of cash payments			160,272				208,826
Deferred finance costs included in interest expense			–				9,528
Changes in Operating Assets and Liabilities:
Receivables			142,859				159,659
Deferred costs			(87,842	)			(106,867	)
Prepaid expenses and other assets			1,493,065				1,354,374
Accounts payable and accrued expenses			(117,301	)			(391,426	)
Security deposits payable			34,500				(34,407	)
Cash provided by operating activities			1,922,263				1,802,641
Cash Flows From Investing Activities:
Acquisition of property and equipment			(411,346	)			(460,104	)
Cash (used) in investing activities			(411,346	)			(460,104	)
Cash Flows From Financing Activities:
Payments - mortgages			(40,532	)			(336,065	)
Cash (used) in financing activities			(40,532	)			(336,065	)
Increase in cash, cash equivalents and restricted cash			1,470,385				1,006,472
Cash, cash equivalents and restricted cash at beginning of period			1,758,745				2,285,601
Cash, cash equivalents and restricted cash at end of period		$	3,229,130			$	3,292,073

 

See Notes to Accompanying Consolidated Financial Statements

 

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

 

1. Summary of Significant Accounting Policies:

 

Use of Estimates

 

The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, 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, impairment analysis of long-lived assets, 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.

 

Basis of Presentation

 

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 Securities & Exchange Commission (“SEC”) Rules and Regulations. The July 31, 2025 consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company’s latest Form 10-K Annual Report for the fiscal year ended July 31, 2025. 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, 2026 or any other period.

 

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. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectability become known. Collectability 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 collectability 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 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 considers volatility in market conditions and evolving shifts in credit trends that may have a material impact on our allowance for uncollectible accounts receivables in future periods.

 

The Company’s allowance for credit losses is recorded as an offset to receivables. Activity in the allowance for credit losses for each period follows:

 

Schedule of allowance for credit losses
		Allowance for Credit Loss								Credit Loss / (Recovery)
		Period Ended								Three Months Ended
		October 31				July 31				October 31
		2025				2025				2025				2024
Beginning balance  Allowance for Credit Loss [Member]		$	23,208			$	42,680			$	—			$	—
Charge-offs (recoveries)			—				(57,984	)			—				—
Reserve adjustments Credit Loss / (Recovery) [Member]			4,622				38,512				4,622				931
Ending Balance		$	27,830			$	23,208			$	4,622			$	931

 

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Property and Equipment

 

Property and equipment are stated at cost. Depreciation is calculated using the straight-line 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:

 

Schedule of property and equipment depreciation and amortization period
Buildings and improvements			18-40 years
Improvements to leased property Improvements to leased property [Member]			3-40 years
Fixtures and equipment Fixtures and equipment [Member]			7-12 years
Other Other [Member]			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 costs 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.

 

Impairment

 

The Company periodically reviews owned and leased properties, including related long lived assets and depreciable lives, for indicators of impairment that imply the carrying amount of assets may not be recoverable through operations plus estimated disposition proceeds. Such indicators of impairment include, but are not limited to, significant changes in real estate market conditions resulting in decreases in estimated fair values of properties or assets, changes in business conditions in the industries in which our tenants operate, and other significant or unusual events or circumstances which may occur from time to time.

 

If indicators of impairment existed, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows.

 

As of October 31, 2025 and July 31, 2025, the Company has determined there was no impairment of its owned and leased properties, and the related carrying values, including depreciable lives.

 

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 5 to 21 years, using the straight-line method. If a lease is terminated early, such costs are expensed.

 

Leases - Lessor Revenue

 

Rental income 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, are 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.

 

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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

 

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. The OBBBA includes changes to U.S. tax law applicable to the Company’s tax year ending July 31, 2025. The Company finalized recording all known and estimable impacts of the OBBBA when it filed its U.S. federal income tax return for the fiscal year ended July 31, 2025 in November 2025. There was no significant adjustment on the company's financial statement.

 

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

 

The Company has a federal net operating loss carryforward approximating $11,000,000 as of July 31, 2025 and October 31, 2025 available to offset future taxable income. The company has net operating loss carry forwards of approximately $16,000,000 for state and $14,000,000 for city as of July 31, 2025 and October 31, 2025, available to offset future state and city taxable income. The net operating loss carryforwards will begin to expire, if not used, in 2035.

 

New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital-based franchise taxes. Beginning with the Company’s tax year ending July 31, 2027, changes in the law required the state capital-based tax will be phased out. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city deferred taxes.

 

Segment Reporting

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07), which require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. The Company adopted ASU 2023-07 on its July 31, 2025 annual report and related disclosures. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Company’s chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company has determined that the Company has one operating segment (which operates commercial real estate properties) as defined by ASC Topic 280 “Segment Reporting”.

 

Recent Accounting Pronouncements

 

Disaggregation of Income Statement Expenses

 

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the

 

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Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of employee compensation, depreciation, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The Company is currently evaluating the effect ASU 2024-03 may have on its consolidated financial statements and related disclosures.

 

Income Taxes

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company is currently evaluating the effect ASU 2023-09 may have on its consolidated financial statements and related disclosures.

 

2. Income (Loss) Per Share of Common Stock:

 

Income (loss) per share has been computed by dividing the net income (loss) 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 (loss) per share were 2,015,780 for the three months ended October 31, 2025 and 2024, respectively.

 

3. Financial Instruments and Credit Risk Concentrations:

 

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

 

As of October 31, 2025 and July 31, 2025, four tenants accounted for approximately 66.47% and three tenants accounted for approximately 54.96% of receivables, respectively. During the three months ended October 31 2025, and 2024, three tenants accounted for 38.27% and two tenants accounted for 27% of total rental revenue, respectively.

 

4. Mortgage Payable:

 

Schedule of mortgage payable
		Current Annual Interest Rate			Final Payment Date		October 31, 2025				July 31, 2025
Fishkill building		3.98%			4/1/2040		$	3,195,029			$	3,235,561

 

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 land and building; amortized over a 20-year period with an interest rate of 3.98%. Effective any time after April 1, 2025 through April 1, 2040, the bank may demand a balloon payment for the full amount outstanding. Although the interest rate is currently favorable, the company may choose to refinance the mortgage at any time; however, the bank is under no obligation to refinance if or when the balloon payment comes due upon demand.

 

Maturities of long-term mortgages outstanding at October 31, 2025 based on the contractual payment dates, are as follows:

 

Schedule of long-term mortgages outstanding
Fiscal Year:		Amount
*For the remainder of 2026		$	124,038
2027			171,241
2028			178,182
2029			185,404
2030			192,920
After 2030			2,343,244
Total		$	3,195,029

*	Contractual payments do not include balloon payment disclosed above. As of December 8, 2025, the bank has not communicated any intent to accelerate repayment.

 

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Expenditures for fixed assets additions and major renewals or improvements are capitalized along with the associated interest cost during construction. Interest expense, net of capitalized interest follows:

 

Schedule of interest expense, net of capitalized interest
		Three Months Ended October 31
		2025				2024
Interest expense		$	(32,029	)		$	(45,902	)
Capitalized interest			32,029				21,425
Interest expense, net of capitalized interest		$	—			$	(24,477	)

 

5. Operating Leases:

 

Lessor

 

The Company leases office and retail space to tenants under operating leases in commercial buildings. Most 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 consolidated statements of operations.

 

The following table disaggregates the Company’s revenues by lease and non-lease components:

 

Schedule of revenues by lease and non-lease components
		Three Months Ended October 31,
		2025				2024
Base rent - fixed		$	4,763,680			$	5,087,276
Reimbursements of common area costs			152,889				150,732
Non-lease components (real estate taxes)			334,845				301,121
Rental income		$	5,251,414			$	5,539,129

 

Future minimum non-cancelable rental income for leases with initial or remaining terms of one year or more is as follows:

 

Schedule of future minimum non-cancelable rental income
		As of October 31, 2025
Fiscal Year		Company Owned Property				Leased Property				Total
For the remainder of 2026		$	7,697,580			$	4,014,887			$	11,712,467
2027			8,486,631				4,972,934				13,459,565
2028			7,605,023				4,926,445				12,531,468
2029			6,842,429				3,986,809				10,829,238
2030			5,192,158				2,337,182				7,529,340
2031			3,846,493				1,632,802				5,479,295
After 2031			13,517,142				6,420,552				19,937,694
Total		$	53,187,456			$	28,291,611			$	81,479,067

 

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. As of October 31, 2025, our operating leases had a weighted average remaining lease term of 15.90 years and a weighted average discount rate of 3.76%.

 

In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through May 31, 2040. The effect of the five-year lease extension on the measurement of operating right-of-use assets, liabilities, and monthly rent expense follows:

 

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Schedule of operating lease right-of-use assets, liabilities and monthly rent expense
		Jamaica Avenue at 169th Street
		Increase in			Increase in				Decrease in
		Operating			Operating				Monthly
		Lease Right-			Lease				Rent
		of-Use Asset			Liability				Expense
Remeasurement change resulting from August 2025 lease extension		$	1,575,690		$	1,575,690			$	(14,766	)

 

As of October 31, 2025, it is not reasonably certain the remaining two options to extend the lease from May 31, 2040 to May 31, 2050 will be exercised by the Company. The landlord is Weinstein Enterprises, Inc., an affiliated company principally owned by the Chairman of the Board of Directors who also principally owns the Company.

 

Sublease rental income from the Company’s real estate operations for leased real property exceeded operating lease costs as follows:

 

Schedule of sublease rental income
		Three Months Ended October 31,
		2025				2024
Sublease rental income		$	1,873,637			$	1,821,654
Operating lease costs			(705,166	)			(749,125	)
Excess of sublease income over lease cost		$	1,168,471			$	1,072,529

 

Schedule of other information related to operating leases
		Three Months Ended October 31,
		2025				2024
Other information:
Operating cash flows from operating leases		$	544,894			$	540,300

 

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of October 31, 2025:

 

Schedule of annual undiscounted cash flows of the operating lease liabilities
Period Ended October 31,		Operating Leases
2026		$	2,272,955
2027			2,333,737
2028			2,354,249
2029			2,375,443
2030			2,152,730
Thereafter			22,039,738
Total undiscounted cash flows			33,528,852
Less: present value discount			(8,229,013	)
Total Lease Liabilities		$	25,299,839

 

6. Employees’ Retirement Plan:Employees’ Retirement Plan

 

The Company sponsors a noncontributory Money Purchase Plan (the “Plan”) covering substantially all its non-union employees. Operations were charged $110,664 and $110,728 as contributions to the Plan for the three months ended October 31, 2025 and 2024, 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 $23,505 and $21,461 for the three months ended October 31, 2025 and 2024, 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 a union sponsored health benefit plan.

 

- 12 -

Table of Contents 

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. The legal name of the pension plan is “United Food and Commercial Workers Local 888 Pension Fund”.

 

Under the pension fund’s rehabilitation plan, which expired November 30, 2025 and is currently being negotiated, the Company pays a minimum contribution rate equal to 20.50% of each covered employee’s pay. The contract also covers rates of pay, hours of employment and other conditions of employment for approximately 18.5% of the Company’s 27 employees. The Company considers that its labor relations with its employees and union are good.

 

7. 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:

 

Schedule of cash and cash equivalents and restricted cash
		October 31
		2025				2024
Cash and cash equivalents		$	2,188,982			$	2,316,114
Restricted cash, tenant security deposits			968,342				904,174
Restricted cash, other			71,806				71,785
		$	3,229,130			$	3,292,073

 

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.

 

Schedule of supplemental disclosure
Supplemental disclosure:		Three Months Ended
		October 31
		2025				2024
Cash Flow Information
Interest paid, net of capitalized interest of $32,029 (2025) and $21,425 (2024)		$	135			$	25,725
Income tax paid (refunded)			—				—
Non-cash information
Recognition of operating lease right-of-use assets		$	1,575,690				—
Recognition of operating lease liabilities		$	1,575,690				—

 

8. 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, 2025 and at July 31, 2025.

 

9. Related Party Transactions:

 

The Company has three operating leases with 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. In December 2024, Landlord purchased the 508 Fulton Street property, including an existing lease, from another landlord who owned 25% of the property. Starting in January 2025, the Company began making rent payments to Landlord with no other changes to the existing lease.

 

In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through May 31, 2040. As of October 31, 2025, it is not reasonably certain the remaining two options to extend the lease from May 31, 2040 to May 31, 2050 will be exercised by the Company.

 

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

 

Schedule of rent payments and expense
		Rent Payments Three Months Ended October 31								Rent Expense Three Months Ended October 31
Property		2025				2024				2025				2024
Jamaica Avenue at 169th Street		$	156,250			$	156,250			$	243,371			$	287,671
504-506 Fulton Street			90,564				90,564				95,299				95,299
508 Fulton Street			14,258				—				18,175				—
Total		$	261,072			$	246,814			$	356,845			$	382,970

 

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

 

Schedule of assets and liabilities
		Operating Lease
		Right-Of-Use Assets								LiabilitiesLiabilities [Member]
Property		October 31 2025				July 31 2025				October 31 2025				July 31 2025				Expiration Date
Jamaica Avenue at 169th Street		$	11,173,527			$	9,749,817			$	6,091,443			$	4,580,611			May 31, 2040
504-506 Fulton Street			1,820,760				1,891,731				1,988,252				2,054,487			April 30, 2031
508 Fulton Street			1,007,622				1,018,186				1,218,024				1,224,672			April 30, 2044
Total		$	14,001,909			$	12,659,734			$	9,297,719			$	7,859,770

 

Upon termination of the Jamaica, New York lease, currently in 2040, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.

 

10. Contingencies:

 

The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims which are typically handled by insurance counsel. 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 cannot be determined at this time.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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 consolidated 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 its subsidiaries.

 

Cautionary Statement Regarding Forward-Looking Statements:

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Report on Form 10-Q, 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, or 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 described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2025 and the following, could cause our business performance or financial results to differ materially from what is contained in forward-looking statements:

 

•	changes in the rate of economic growth, and interest rates both nationally and locally;
•	existing indebtedness, including the potential for accelerated maturities;
•	the ability to obtain additional financing at reasonable costs and interest rates;
•	changes in the financial condition of our customers;
•	changes in the regulatory environment and particularly burdens of increasing local, state, and federal requirements and taxes;
•	lease cancellations and particularly loss of key tenants;
•	changes in our estimates of costs;
•	loss of key personnel;
•	war and/or terrorist attacks, global, national and local political unrest and protests could significantly impact buildings leased to tenants;
•	the continued availability of insurance for various policies at reasonable rates;
•	outcomes of pending and future litigation;
•	increasing competition by other landlords and building management companies;
•	compliance with our loan covenants;
•	climate change;
•	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;
•	cybersecurity threats or incidents; and
•	pandemics and the related trends of office versus remote work practices.

 

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 consult any additional disclosures we make in our annual proxy statement, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

 

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 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. There have been no significant changes to our critical accounting policies and estimates during the three

 

months ended October 31, 2025 from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2025 Annual Report to Shareholders incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

 

Results of Operations:

 

In the three months ended October 31, 2025, the Company reported net loss of $(334,027), or $(.17) per share. In the comparable three months ended October 31, 2024, the Company reported net income of $26,657, or $.01 per share. The decrease in the 2025 three months was primarily due to increase in real estate operating expenses combined with loss of tenants and rent concessions granted; partially offset by several new leases.

 

Revenues in the current three months decreased to $5,251,414 from $5,539,129 in the comparable three months ended October 31, 2024, primarily due to loss of tenants and decrease in rents; partially offset by several new leases.

 

Real estate operating expenses in the current three months increased to $4,077,513 from $3,750,139 in the comparable three months ended October 31, 2024, primarily due to an increase in real estate taxes, insurance and maintenance expenses, and a loss on fixed asset disposal; partially offset by decreases in building payroll costs.

 

Administrative and general expenses decreased in the current three months to $1,189,818 from $1,292,753 in the comparable three months ended October 31, 2024, primarily due to a decrease in legal and professional fees; partially offset by increases in other administrative cost.

 

Depreciation expense in the current three months increased to $472,262 from $444,066 in the comparable three months ended October 31, 2024 primarily due to tenant improvements placed in service at various buildings.

 

Other income and interest expense improved in the current three months to $9,152 compared to $(19,514) in the comparable three months ended October 31, 2024, primarily due to increased dividend and interest income, and a decrease in interest expense.

 

Liquidity and Capital Resources:

 

Commercial Leasing Activities

 

In August 2025, the Company exercised the second of four five-year option periods with its landlord to extend the Jamaica Avenue at 169th Street, Jamaica, New York property lease beyond May 31, 2035 for a total of five years through May 31, 2040.

 

In August 2025, the Company leased 20,000 square feet of retail space at the Company’s Massapequa building in Long Island, New York for five years. Monthly rent is $4,500 and increases to $5,500 after the first year. Brokerage commissions were $14,355.

 

In August 2025, the Company leased 5,500 square feet of retail space at the Company’s Jowein building in Brooklyn, New York. Monthly rent is $15,000 with annual rent increases. Brokerage commissions were $73,487.

 

In October 2025, a tenant who occupies 31,438 square feet at the Company’s Jowein building in Brooklyn, New York extended their lease from May 2026 to October 2026, and was given a rent concession effective November 2025 to October 2026.

 

In October 2025, a tenant who occupies 915 square feet at the Company’s 9 Bond Street building in Brooklyn, New York extended their lease from January 2026 to January 2028. Annual rent is $24,000.

 

Cash Flows:

 

The following table summarizes our cash flow activity for the three months ended October 31, 2025 and 2024:

 

		Three Months Ended October 31,
		2025				2024
Net cash provided by operating activities		$	1,922,263			$	1,802,641
Net cash (used) by investing activities			(411,346	)			(460,104	)
Net cash (used) by financing activities			(40,532	)			(336,065	)

 

Cash Flows From Operating Activities

 

Deferred Expenses: The Company incurred $87,842 for brokerage commissions during the three months ended October 31, 2025. Commissions due were for two new tenant leases at the Company’s Jowein property and Massapequa premises.

 

Accounts Payable and Accrued Expenses: The Company had a balance due on October 31, 2025 for brokerage commissions of $507,591.

 

Cash Flows From Investing Activities

 

During the three months ended October 31, 2025, the Company had expenditures for tenant improvements of:

 

-	$109,467 at the Company’s 9 Bond Street building in Brooklyn, New York. Total improvements for this tenant are mostly complete.

 

-	$161,244 at the Company’s Fishkill building, New York for architectural work to design new space for an existing tenant.

 

-	$55,051 for tenant improvements at the Company’s Jamaica, New York premises for two tenants which are now complete as of October 31, 2025.

 

During the three months ended October 31, 2025, the Company also had expenditures for building improvements:

 

-	$10,508 at the Company’s Fishkill building, New York.

 

-	$75,076 at the Company’s Jowein building in Brooklyn, New York mostly related to scaffolding.

 

Source of Funds; Cash Flows from Financing Activities; Company Indebtedness

 

As of October 31, 2025, the Company anticipates incurring an additional $1.9 million in capital expenditures over the next twelve months ending October 31, 2026. The Company’s primary source of liquidity is 1) cash provided by operations, and 2) borrowings. Total liquidity as of October 31, 2025 consists of cash and cash equivalents of $2,188,982. Total liquidity includes proceeds from fixed rate borrowings as of October 31, 2025.

 

As of October 31, 2025, the Company’s only mortgage with a bank had outstanding debt of approximately $3.2 million. While the loan has a stated maturity of April 1, 2040, the mortgage agreement provides the lender with an unconditional right to demand repayment in full at any time through final payment date of April 1, 2040. This mortgage balloon payment demand provision has a significant impact on our financial ratios and the perception of our short-term liquidity. As of this date of filing, the bank has not communicated any intent to accelerate repayment. The Company maintains a positive relationship with the bank and remains in full compliance with terms of the loan provisions. Although the interest rate is currently favorable, the Company may choose to refinance the mortgage, however, the bank is under no obligation to refinance if or when a balloon payment comes due upon demand.

 

For a more detailed description of the Company’s indebtedness, see Note 3 - Mortgage Payable contained in these Consolidated Financial Statements.

 

We believe our sources of liquidity described above will be sufficient to meet our obligations over the next 12 months.

 

The Company’s ability to increase cash flows from operations, and to obtain additional sources of borrowings is dependent on many factors such as the continuously evolving local and macroeconomic commercial real estate markets, the effects of the overall economy, fluctuating interest rates, inflation, trends of office versus remote work practices, city and state regulations, and increasing real estate tax assessments. Furthermore, the Company anticipates the need for additional financing in fiscal year 2026 for capital expenditures. There is no assurance the Company will be successful in securing additional sources of financing when needed.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required.

 

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.

 

Part II - Other Information

 

Item 1. Legal Proceedings

 

The Company is subject to various legal proceedings, claims, and litigation arising in the ordinary course of business operations. These matters include, but are not limited to, contractual disputes, third party slip and fall or personal injury claims which are typically handled by insurance counsel. 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 1A. Risk Factors

 

There have been no material changes to our risk factors from those disclosed in our Annual Report on Form 10-K for our fiscal year ended July 31, 2025.

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

(a)

None

 

(b)

None

 

(c)

During the three months ended October 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

 

Item 6. Exhibits.

 

Exhibit No.

 

	3.1	Certificate of Incorporation of J.W. Mays, Inc., as amended - incorporated by reference to Exhibit 3(i) to the Company’s Form 10-K, filed on October 5, 2017.
	3.2	By-Laws of J.W. Mays, Inc. - incorporated by reference to Exhibit 3.(ii) to the Company’s Form 10-K, filed on October 23, 1995.
	31.1*	Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a).
	31.2*	Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a).
	32*	Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101**	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the period ended October 31, 2025, formatted in inline XBRL, include: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
	104**	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
	*	Filed herewith
	**	Submitted electronically with the report

 

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 11, 2025		By:	/s/ LLOYD J. SHULMAN
				Lloyd J. Shulman
				Chairman of the Board,
				Chief Executive Officer and President
				(principal executive officer)
Date:	December 11, 2025		By:	/s/ WARD N. LYKE, JR.
				Ward N. Lyke, Jr.
				Vice President,
				Chief Financial Officer and Treasurer
				(principal financial officer)