FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2002
[ ] 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
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X . No .
Number of shares outstanding of the issuer's common stock as of the latest
practicable date.
Class Outstanding at March 6, 2002
Common Stock, $1 par value 2,033,280 shares
This report contains 16 pages.
-1-
J. W. MAYS, INC.
INDEX
Page No.
Part I - Financial Information:
Consolidated Balance Sheet 3
Consolidated Statement of Income
and Retained Earnings 4
Consolidated Statement of Comprehensive Income 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 11
Management's Discussion and Analysis of Results
of Operations and Financial Condition 12 - 14
Part II - Other Information 15
-2-
J. W. MAYS, INC.
CONSOLIDATED BALANCE SHEET
January 31, July 31,
ASSETS 2002 2001
--------------------------------------------------------------- --------------- ---------------
(Unaudited) (Audited)
Property and Equipment - Net (Notes 6 and 8) $31,626,520 $31,763,131
------------- -------------
Current Assets:
Cash and cash equivalents 3,118,762 1,003,130
Marketable securities (Note 4) 44,350 43,741
Receivables (Note 9) 325,194 619,062
Deferred income taxes 102,000 112,000
Prepaid expenses 949,353 1,083,256
------------- -------------
Total current assets 4,539,659 2,861,189
------------- -------------
Other Assets:
Deferred charges 3,012,081 2,980,935
Less accumulated amortization 1,733,743 1,654,395
------------- -------------
Net 1,278,338 1,326,540
Security deposits 687,248 663,358
Unbilled receivables (Note 9) 4,693,207 4,756,828
Unbilled receivables - affiliated company (Note 9) 90,969 181,937
Receivables 314,988 430,914
Marketable securities (Note 4) 4,077,760 3,593,770
------------- -------------
Total other assets 11,142,510 10,953,347
------------- -------------
TOTAL ASSETS $47,308,689 $45,577,667
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------
Long-Term Debt:
Mortgages payable (Note 6) $8,103,754 $7,331,449
Other (Note 7) 386,274 364,190
------------- -------------
Total long-term debt 8,490,028 7,695,639
------------- -------------
Deferred Income Taxes 3,162,000 2,924,000
------------- -------------
Current Liabilities:
Accounts payable 44,322 29,324
Payroll and other accrued liabilities 619,250 680,746
Income taxes payable 137,640 200,689
Other taxes payable 5,179 2,941
Current portion of long-term debt - mortgages payable (Note 6) 910,680 968,395
Current portion of long-term debt - other (Note 7) - 43,333
------------- -------------
Total current liabilities 1,717,071 1,925,428
------------- -------------
Total liabilities 13,369,099 12,545,067
------------- -------------
Shareholders' Equity:
Common stock, par value $1 each share (shares - 5,000,000
authorized; 2,178,297 issued) 2,178,297 2,178,297
Additional paid in capital 3,346,245 3,346,245
Unrealized gain on available for sale securities 689,867 515,878
Retained earnings 28,785,533 28,052,532
------------- -------------
34,999,942 34,092,952
Less common stock held in treasury, at cost - 145,017
shares at January 31, 2002 and at July 31, 2001 1,060,352 1,060,352
------------- -------------
Total shareholders' equity 33,939,590 33,032,600
------------- -------------
Contingencies (Note 12)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $47,308,689 $45,577,667
============= =============
See Notes to Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Three Months Ended Six Months Ended
January 31, January 31,
--------------- --------------- -------------- ------------
2002 2001 2002 2001
-------------- -------------- -------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues
Rental income (Notes 5 and 9) $3,075,088 $2,708,163 $6,137,872 $5,341,652
Rental income - affiliated company (Note 9) 103,402 103,402 206,805 206,805
-------------- -------------- -------------- ------------
Total revenues 3,178,490 2,811,565 6,344,677 5,548,457
-------------- -------------- -------------- ------------
Expenses
Real estate operating expenses 1,524,116 1,558,593 2,999,207 2,964,582
Administrative and general expenses 732,281 667,491 1,334,205 1,213,307
Bad debt (recovery) - - - (47,532)
Depreciation and amortization 281,305 262,277 561,610 523,554
-------------- -------------- -------------- ------------
Total expenses 2,537,702 2,488,361 4,895,022 4,653,911
-------------- -------------- -------------- ------------
Income from operations before investment income,
interest expense and income taxes 640,788 323,204 1,449,655 894,546
-------------- -------------- -------------- ------------
Investment income and interest expense:
Investment income (Note 4) 59,572 61,502 136,910 121,790
Interest expense (Notes 6 and 11) (178,931) (141,879) (361,564) (286,034)
-------------- -------------- -------------- ------------
(119,359) (80,377) (224,654) (164,244)
-------------- -------------- -------------- ------------
Income before income taxes 521,429 242,827 1,225,001 730,302
Income taxes provided 176,000 109,000 492,000 283,000
-------------- -------------- -------------- ------------
Net income 345,429 133,827 733,001 447,302
Retained earnings, beginning of period 28,440,104 27,075,413 28,052,532 26,761,938
-------------- -------------- -------------- ------------
Retained earnings, end of period $28,785,533 $27,209,240 $28,785,533 $27,209,240
============== ============== ============== ============
Income per share of common stock (Note 2) $.17 $.07 $.36 $.22
============== ============== ============== ============
Dividends per share $- $- $- $-
============== ============== ============== ============
Average common shares outstanding 2,033,280 2,063,280 2,033,280 2,074,829
============== ============== ============== ============
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended Six Months Ended
January 31, January 31,
--------------- ---------------- --------------- --------------
2002 2001 2002 2001
-------------- -------------- -------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net Income $345,429 $133,827 $733,001 $447,302
-------------- -------------- -------------- ------------
Other comprehensive income, net of taxes (Note 3)
Unrealized gain on available-for-sale securities:
Net of taxes of $35,000 and $76,000 for the three
months ended January 31, 2002 and 2001, respectively,
and, $90,000 and $108,000 for the six months ended
January 31, 2002 and 2001, respectively. 68,466 147,725 173,989 209,615
Less reclassification adjustment (16,205) 248 (16,205) 248
-------------- -------------- -------------- ------------
Other comprehensive income 52,261 147,973 157,784 209,863
-------------- -------------- -------------- ------------
Comprehensive Income $397,690 $281,800 $890,785 $657,165
============== ============== ============== ============
See Notes to Consolidated Financial Statements.
-4-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
January 31,
-------------- ---------------
2002 2001
-------------- ---------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income $733,001 $447,302
Adjustments to reconcile income to
net cash provided by operating activities:
Realized (gain) loss on marketable securities 16,205 (248)
Depreciation and amortization 561,610 523,554
Amortization of deferred expenses 122,498 106,074
Other assets - deferred expenses (74,296) (212,608)
- unbilled receivables 63,621 (693)
- unbilled receivables - affiliated company 90,968 90,968
- receivables 115,926 -
Deferred income taxes 158,000 173,000
Changes in:
Receivables 293,868 (129,923)
Prepaid expenses 133,903 131,936
Accounts payable 14,998 16,971
Payroll and other accrued liabilities (61,496) (248,908)
Income taxes payable (63,049) 5,324
Other taxes payable 2,238 1,768
------------- -------------
Cash provided by operating activities 2,107,995 904,517
------------- -------------
Cash Flows From Investing Activities:
Capital expenditures (424,999) (1,274,360)
Security deposits (23,890) (6,687)
Marketable securities:
Receipts from sales or maturities 148,794 51,001
Payments for purchases (385,609) (1,079)
------------- -------------
Cash (used) by investing activities (685,704) (1,231,125)
------------- -------------
Cash Flows From Financing Activities:
Borrowing - mortgage 1,200,000 580,000
Increase - security deposits 23,503 4,358
Payments - mortgages and other debt (530,162) (475,896)
Purchase of treasury stock - (213,750)
------------- -------------
Cash provided (used) by financing activities 693,341 (105,288)
------------- -------------
Increase (decrease) in cash 2,115,632 (431,896)
Cash and cash equivalents at beginning of period 1,003,130 1,529,082
------------- -------------
Cash and cash equivalents at end of period $3,118,762 $1,097,186
============= =============
See Notes to Consolidated Financial Statements.
-5-
J. W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Records and Use of Estimates:
The accounting records are maintained in accordance with accounting
principles generally accepted in the United States of America ("GAAP").
The preparation of the Company's financial statements in accordance with
GAAP requires management to make estimates that affect the reported
consolidated balance sheets, consolidated statements of income and retained
earnings, consolidated statements of comprehensive income, consolidated
statement of cash Flows and related disclosures. Actual results could
differ from those estimates.
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. The July 31, 2001 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 year ended
July 31, 2001. 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 year ending July 31, 2002.
2. Income Per Share of Common Stock:
Income per share has been computed by dividing the net income for the
periods by the weighted average number of shares of common stock
outstanding during the periods, adjusted for the purchase of treasury
stock. Shares used in computing income per share were 2,033,280 for the
three and six month periods ended January 31, 2002, and 2,063,280 and
2,074,829 for the three and six month periods ended January 31, 2001,
respectively.
3. Comprehensive Income:
SFAS No. 130, "Reporting Comprehensive Income", establishes standards for
the reporting of comprehensive income and its components. It requires all
items that are required to be recognized as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other income statement information. Comprehensive income is
defined to include all changes in equity except those resulting from
investments by and distributions to shareholders.
4. Marketable Securities:
The Company categorizes marketable securities as either trading, available-
for-sale or held-to-maturity. Trading securities are carried at fair value
with unrealized gains and losses included in income. Available-for-sale
securities are carried at fair value with unrealized gains and losses
recorded as a separate component of shareholders' equity. Held-to-maturity
securities are carried at amortized cost. Dividends and interest income
are accrued as earned.
-6-
As of January 31, 2002, the Company's marketable securities were classified as follows:
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
Current:
Certificate of deposit $44,350 $- $- $44,350
============= ============= ============= =============
Noncurrent:
Available-for-sale:
Equity securities $3,032,893 $1,044,867 $- $4,077,760
============= ============= ============= =============
Investment income consists of the following:
Three Months Ended Six Months Ended
January 31, January 31,
-------------- --------------- -------------- ---------------
2002 2001 2002 2001
___________ ___________ ___________ ___________
Interest income $25,900 $10,325 $59,563 $24,728
Dividend income 49,877 50,929 93,552 96,814
Gain (loss) on sale of securities (16,205) 248 (16,205) 248
------------- ------------- ------------- -------------
Total $59,572 $61,502 $136,910 $121,790
============= ============= ============= =============
5. Financial Instruments and Credit Risk Concentrations:
Financial instruments that are potentially subject to concentrations of
credit risk consist principally of marketable securities, cash and cash
equivalents and receivables. Marketable securities and cash and cash
equivalents are placed with high credit quality financial institutions and
instruments to minimize risk.
The Company derives rental income from thirty-nine tenants, of which one
tenant accounted for 15.04% and another tenant accounted for 14.93% of
rental income during the six months ended January 31, 2002. No other
tenant accounted for more than 10% of rental income during the same period.
-7-
6. Long-Term Debt:
January 31, 2002 July 31, 2001
------------------------------ ---------------------------------
Current
Annual Final Due Due Due Due
Interest Payment Within After Within After
Rate Date One Year One Year One Year One Year
------- -------- -------------- -------------- -------------- ---------------
Mortgages:
Jamaica, New York property (a) 8.50% 4/01/07 $266,666 $2,466,667 $266,667 $2,600,000
Jamaica, New York property (b) 6.98% 8/01/06 140,329 3,315,255 74,623 2,225,377
Jowein building, Brooklyn, N.Y. (c) 9 % 3/31/05 117,857 306,853 112,727 367,092
Fishkill, New York property (d) 8.25% 7/01/04 101,035 2,014,979 96,965 2,066,535
Circleville, Ohio property (e) 7 % 9/30/02 284,793 - 417,413 72,445
-------------- -------------- -------------- ---------------
Total $910,680 $8,103,754 $968,395 $7,331,449
============== ============== ============== ===============
(a) The Company, on September 11, 1996, closed a loan with a bank in the
amount of $4,000,000. The loan is secured by a first mortgage lien covering
the entire leasehold interest of the Company, as tenant, in a certain ground
lease and building in the Jamaica, New York property. The interest rate on
the loan is 8.50% for a period of five (5) years and six (6) months, with
such rate to change on the first day of the sixty-seventh (67th) month of
the term to a rate equal to the then prime rate plus .25%, fixed for the
balance of the term. The loan is to become due and payable on the first
day of the month following the expiration of ten (10) years and six (6)
months from the closing date.
(b) The Company, on December 13, 2000, closed a loan with a bank in the
amount of $3,500,000. The loan is secured by a second position leasehold
mortgage covering the entire leasehold interest of the Company as tenant in
a certain ground lease and building in the Jamaica, New York property. The
loan proceeds were utilized by the Company toward its costs of capital
improvements of the premises in connection with the Company's lease of a
significant portion of a floor in the building to the State of New York.
The loan is structured in two phases:
1.) A fifteen-month construction term with interest only on the
amount owing at a floating rate per annum equal to the prime rate.
2.) Upon completion of the renovations, the construction loan was
converted to a ten (10) year second mortgage permanent loan on a
fifteen (15) year level amortization, plus interest. The interest
rate on the permanent loan during the first five (5) years is fixed at
6.98%. The interest rate during the five (5) year renewal term is at
a fixed rate per annum equal to 2.25% above the five (5) year Treasury
Note Rate then in effect.
Payments are to be made, in arrears, on the first day of each and every
month calculated (a) during the period of the construction loan,
interest only, and (b) during the ten (10) year period of the term loan,
at the sum of the interest rate plus amortization sufficient to fully
liquidate the loan over a fifteen (15) year period. As additional
collateral security, the Company will conditionally assign to the bank
all leases and rents on the premises, or portions thereof, whether now
-8-
existing or hereafter consummated. The Company has an option to prepay
principal, in whole or in part, plus interest accrued thereon, at any
time during the term, without premium or penalty. Other provisions of
the loan agreement provide certain restrictions on the incurrence of
indebtedness and the sale or transfer of the Company's ground lease
interest in the premises. Both credit facilities are subject to the
bank's existing first position mortgage loan on the premises. As of
July 31, 2001, the Company had secured advances of $2,300,000 against
the principal amount of the loan. On August 2, 2001, the Company took
down the balance of the loan of $1,200,000.
(c)Mortgage is held by an affiliated corporation owned by members,
including certain directors of the Company, of the family of the late
Joe Weinstein, former Chairman of the Board of Directors. Interest and
amortization of principal are paid quarterly. Effective April 1, 2000,
the maturity date of the mortgage which was scheduled to be on March 31,
2000 was extended to March 31, 2005. The interest rate remained at 9%.
During the extended period the constant quarterly payments of interest
and principal increased from $37,263 to $38,044. The mortgage loan is
self-amortizing.
(d)On June 2, 1999, the existing first mortgage loan balance on the
Fishkill property was extended for a period of five years. Under the
terms of the extension agreement the annual interest rate was reduced
from 9% to 8.25% and the interest and principal payments are made in
constant monthly amounts based upon a fifteen (15) year payout period.
(e)The mortgage loan, which is self-amortizing, matures September 30, 2002.
The loan is payable at an annual interest rate of 7%. Under the terms
of the loan, constant monthly payments, including interest and
principal, are currently in the amount of $36,540.
-9-
7. Long-Term Debt - Other:
Long-Term debt - Other consists of the following:
January 31, 2002 July 31, 2001
------------------------------ --------------------------------
Due Due Due Due
Within After Within After
One Year One Year One Year One Year
------------- ------------- ------------- -------------
Deferred compensation * $- $- $43,333 $-
Lease security deposits ** - 386,274 - 364,190
------------- ------------- ------------- -------------
Total $- $386,274 $43,333 $364,190
============= ============= ============= =============
* In fiscal 1964 the Company entered into a deferred compensation
agreement with Max L. Shulman, its then Chairman of the Board. The
agreement, as amended, provides for a total of $520,000 to be paid in
monthly installments of $8,666.67 for a period of 60 months, payable
upon the expiration of his employment, retirement or permanent
disability as defined in the agreement, or death. Mr. Shulman
retired as an employee on December 31, 1996 and the monthly payments
commenced January, 1997. The final payment was made December 13,
2001.
**Does not include three irrevocable letters of credit totaling
$291,500 at January 31, 2002 and July 31, 2001, provided by three
tenants.
8. Property and Equipment - at Cost:
January 31, July 31,
2002 2001
--------------- ---------------
Property:
Buildings and improvements $42,614,120 $42,371,769
Improvements to leased property 9,158,009 9,158,009
Land 4,008,835 4,008,835
Construction in progress 153,790 4,100
------------- -------------
55,934,754 55,542,713
Less accumulated depreciation 24,553,855 24,017,931
------------- -------------
Property - net 31,380,899 31,524,782
------------- -------------
Fixtures and equipment and other:
Fixtures and equipment 618,593 613,460
Other fixed assets 213,103 214,426
------------- -------------
831,696 827,886
Less accumulated depreciation 586,075 589,537
------------- -------------
Fixtures and equipment and other - net 245,621 238,349
------------- -------------
Property and equipment - net $31,626,520 $31,763,131
============= =============
-10-
9. Unbilled Receivables and Rental Income:
Unbilled receivables represent the excess of scheduled rental income
recognized on a straight-line basis over rental income as it becomes
receivable according to the provisions of each lease.
Rental income includes $103,402 for each of the three months ended January
31, 2002 and January 31, 2001, and $206,805 for each of the six months
ended January 31, 2002 and January 31, 2001, representing rentals from an
affiliated company.
Amounts due from the affiliated company are as follows:
January 31, July 31,
2002 2001
------------- -------------
Unbilled receivables $90,969 $181,937
============= =============
10 Employees' Retirement Plan:
The Company sponsors a noncontributory Money Purchase Plan covering
substantially all of its employees. Operations were charged $67,651 and
$131,238 as contributions to the Plan for the three and six months ended
January 31, 2002, respectively, and $64,435 and $122,880 as contributions
to the plan for the three and six months ended January 31, 2001,
respectively.
11. 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.
Supplemental disclosure: Six Months Ended
January 31,
------------------------------
2002 2001
--------------- -------------
Interest paid, net of capitalized interest of zero
for the January 31, 2002 six month period, and
$3,270 for the January 31, 2001 six month period $357,098 $288,852
Income taxes paid $397,049 $104,676
12. Contingencies:
There are various lawsuits and claims pending against the Company. It is
the opinion of management that the resolution of these matters will not
have a material adverse effect on the Company's Consolidated Financial
Statements.
Jamesway Corporation ("Jamesway"), which occupied retail space in the
Fishkill, New York property and whose lease extended to January 31, 2005,
filed for relief under Chapter 11 of the Bankruptcy Code on October 18,
1995. Jamesway rejected its lease for the Fishkill location with the
approval of the Bankruptcy Court, effective February 29, 1996. The
Company has realized from Jamesway $513,343, or 54% on account of its
unsecured claim, and 100% of its allowed administrative claim of $54,887,
for a total of $568,230. The recovery of $47,532 in the year ended July
31, 2001 represents the final recovery from Jamesway.
-11-
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations:
Three Months Ended January 31, 2002 Compared to the Three Months Ended January
31, 2001:
In the three months ended January 31, 2002, the Company reported net income of
$345,429, or $.17 per share. In the comparable three months ended January 31,
2001, the Company reported net income of $133,827, or $.07 per share.
Revenues in the current three months increased to $3,178,490 from $2,811,565
in the comparable 2001 three months. The increase is primarily due to the
leasing of 42,250 square feet to a tenant at the Company's Jamaica, New York
property. The lease commenced May 1, 2001.
Real estate operating expenses in the current three months decreased to
$1,524,116 from $1,558,593 in the comparable 2001 three months primarily due
to a decrease in utility costs partially offset by an increase in real estate
taxes and insurance costs.
Administrative and general expenses in the current three months increased to
$732,281 from $667,491 in the comparable 2001 three months due to an increase
in payroll, medical costs, and legal and professional costs.
Depreciation and amortization expense in the current three months increased to
$281,305 from $262,277 in the comparable 2001 three months, primarily due to
depreciation on the additional improvements to the Jamaica, New York property.
Interest expense in the current three months exceeded investment income by
$119,359 and by $80,377 in the comparable 2001 three months. The increase was
due to interest expense on the additional mortgage on the Jamaica New York
property, offset by scheduled repayments of debt.
Six Months Ended January 31, 2002 Compared to the Six Months Ended January 31,
2001:
In the six months ended January 31, 2002, the Company reported net income of
$733,001, or $.36 per share. In the comparable six months ended January 31,
2001, the Company reported net income of $447,302, or $.22 per share.
Revenues in the current six months increased to $6,344,677 from $5,548,457 in
the comparable 2001 six months. The increase is primarily due to the leasing
of 42,250 square feet to a tenant at the Company's Jamaica, New York property.
The lease commenced May 1, 2001.
Real estate operating expenses in the current six months increased to
$2,999,207 from $2,964,582 in the comparable 2001 six months primarily due to
a increase in real estate taxes, insurance costs and maintenance costs,
partially offset by a decrease in utility costs and licenses and permits.
-12-
Administrative and general expenses in the current six months increased to
$1,334,205from $1,213,307 in the comparable 2001 six months due to an increase
in payroll, medical costs, and legal and professional costs.
Depreciation and amortization expense in the current six months increased to
$561,610 from $523,554 in the comparable 2001 six months, primarily due to
depreciation on the additional improvements to the Jamaica, New York property.
Interest expense in the current six months exceeded investment income by
$224,654 and by $164,244 in the comparable 2001 six months. The increase was
due to interest expense on the additional mortgage on the Jamaica New York
property, offset by scheduled repayments of debt.
The bad debt recovery in the amount $47,532 in the six months ended January
31, 2001 relates to prior years' bad debt write-off from Jamesway. See Note
12 to the Consolidated Financial Statements. There was no comparable item in
the 2002 six month period.
Liquidity and Capital Resources:
The Company has been operating as a real estate enterprise since the
discontinuance of the retail department store segment of its operations on
January 3, 1989.
Management considers current working capital and borrowing capabilities
adequate to cover the Company's planned operating and capital requirements.
The Company's cash and cash equivalents amounted to $3,118,762 at January 31,
2002.
One tenant occupies the entire Circleville, Ohio property comprising a
warehouse distribution building of approximately 193,000 square feet on
approximately 11.66 acreage of land. The initial term of the lease terminates
September 30, 2002. The lease provides the tenant with three five-year
options to extend the lease. The first five-year option was to have been
exercised on or before September 30, 2001. The tenant did not exercise the
option, indicating that it was not certain whether it could make use of the
entire building. Negotiations are in progress to determine if the tenant
wants to continue to use some of the premises. The tenant's current annual
rent to September 30, 2002 is $466,162. The tenant also pays real estate
taxes of approximately $45,000 annually plus the cost of utilities. The space
not requested for lease by the present tenant will be made available for lease
to others.
The Company has obtained a judgment at a Trial Court in the New York State
Court of Claims in the amount of $4,147,500, plus interest, against the State
of New York in connection with a condemnation by the State affecting the
Fishkill, New York property. The State is also required to pay the Company's
legal fees. The State immediately appealed the judgment and the Company has
been informed that the State will appeal the motion granting legal fees. This
award will not be reflected in the Company's financial statement unless, and
until, the judgment is reviewed and affirmed or otherwise modified on appeal
by the applicable appellate court(s).
The Company secured financing from a bank in the principal amount of
$3,500,000 (see Note 6(b) to the Consolidated Financial Statements). As of
July 31, 2001, the Company secured advances of $2,300,000 against the
principal amount of the loan. On August 2, 2001, the Company took down the
balance of the loan of $1,200,000 and immediately converted the loan in the
principal amount of $3,500,000 to a ten (10) year second mortgage permanent
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loan at an interest rate during the first five (5) years at a fixed rate per
annum of 6.98% (2.25% above the five (5) year Treasury Note Rate of 4.73%).
The Company had leased from an affiliate one of the stores which it closed in
connection with its reorganization proceedings in 1982. The Company, by
agreement with the affiliate, modified and assigned its lease to a third
party. The agreement with the affiliate provides for certain monthly payments
to be made to the Company through August 30, 2002, the termination date of the
agreement. For the six months ended January 31, 2002, the Company received
$206,805. For the twelve months ending July 31, 2002, the Company anticipates
receiving approximately $413,000.
During fiscal 2002, the Company leased an additional 15,527 square feet of
storage space to an existing tenant in the Company's Brooklyn, New York
property. Rent for the additional space will commence in April, 2002. The
Company also leased an additional 5,110 square feet of office space to an
existing tenant in the Company's Jowein building in Brooklyn, New York. Rent
for the additional space is expected to commence in June, 2002.
Cash Flows From Operating Activities:
Receivables: The Company is due the amount of $541,483 as of January 31, 2002
as reimbursement for expenditures for renovations made on behalf of two
tenants at the Jamaica, New York building. The amount of $541,483 is to be
paid in installments through April, 2004. The original amount of the
reimbursement was $1,591,753 of which $1,050,270 has been received.
Prepaid Expenses: Cash expenditures for the six months ended January 31, 2002
increased by $65,483 compared to the comparable six months ended January 31,
2001, due primarily to an increase in real estate taxes.
Cash Flows From Investing Activities:
Capital expenditures: The Company had expenditures of $153,790 to renovate
3,922 square feet for an existing tenant at its Jowein building in Brooklyn,
New York for the six months ended January 31, 2002. The total cost of this
renovation will be approximately $350,000 and will be reimbursed by the tenant
through increased rental income. The renovations are anticipated to be
completed in April, 2002.
Cash Flows From Financing Activities:
Borrowing: Mortgage Debt - The Company secured financing from a bank in the
principal amount of $3,500,000 (see Note 6 (b) to the Consolidated Financial
Statements). On August 2, 2001, the Company took down the balance of the loan
of $1,200,000.
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Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) List of Exhibits:
Sequentially
Exhibit Numbered
Number Exhibit Page
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession. N/A
(4) Instruments defining the rights of security holders,
including indentures. N/A
(10) Material contracts. N/A
(11) Statement re computation of per share earnings. N/A
(15) Letter re unaudited interim financial information. N/A
(18) Letter re change in accounting principles. N/A
(19) Report furnished to security holders. N/A
(22) Published report regarding matters submitted to vote
of security holders. N/A
(24) Power of attorney. N/A
(27) Financial data schedule. N/A
(99) Additional exhibits. N/A
(b) Reports on Form 8-K - No report on Form 8-K was required to be filed
by the Company during the three months ended January 31, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
J.W. MAYS, Inc.
(Registrant)
Date March 6, 2002 Lloyd J. Shulman
-----------------------
Lloyd J. Shulman
Chairman
Date March 6, 2002 Alex Slobodin
-----------------------------
Alex Slobodin
Exec. Vice-President
(Principal Financial Officer)
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