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 October 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 December 4, 2002
Common Stock, $1 par value 2,033,280 shares
This report contains 18 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 - 13
Controls and Procedures 13
Part II - Other Information 14
Signatures 15
Certifications - Chief Executive Officer 16
- Chief Financial Officer 17
Exhibits - 99(i) 18
- 99(ii) 18
-2-
J. W. MAYS, INC.
CONSOLIDATED BALANCE SHEET
October 31, July 31,
ASSETS 2002 2002
--------------------------------------------------------------- --------------- ---------------
(Unaudited) (Audited)
Property and Equipment - Net (Notes 6 and 8) $32,731,615 $32,367,513
------------- -------------
Current Assets:
Cash and cash equivalents 2,730,598 2,951,013
Marketable securities (Note 4) 44,794 44,653
Receivables (Note 9) 457,558 551,678
Deferred income taxes 78,000 107,000
Prepaid expenses 861,645 1,431,240
Real estate taxes refundable - 82,769
Security deposits 21,578 14,745
------------- -------------
Total current assets 4,194,173 5,183,098
------------- -------------
Other Assets:
Deferred charges 2,861,316 2,858,009
Less accumulated amortization 1,692,502 1,629,773
------------- -------------
Net 1,168,814 1,228,236
Security deposits 718,599 701,455
Unbilled receivables (Note 9) 4,301,519 4,313,327
Receivables (Note 9) 130,482 193,444
Marketable securities (Note 4) 3,987,161 4,278,813
------------- -------------
Total other assets 10,306,575 10,715,275
------------- -------------
TOTAL ASSETS $47,232,363 $48,265,886
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------
Long-Term Debt:
Mortgages payable (Note 6) $7,614,522 $7,778,871
Other (Note 7) 415,880 399,328
------------- -------------
Total long-term debt 8,030,402 8,178,199
------------- -------------
Deferred Income Taxes 2,985,000 3,093,000
------------- -------------
Current Liabilities:
Accounts payable 74,097 55,605
Payroll and other accrued liabilities 574,271 808,807
Income taxes payable 120,592 747,268
Other taxes payable 2,365 3,676
Current portion of long-term debt - mortgages payable (Note 6) 647,912 712,864
Current portion of long-term debt - other (Note 7) 21,578 14,745
------------- -------------
Total current liabilities 1,440,815 2,342,965
------------- -------------
Total liabilities 12,456,217 13,614,164
------------- -------------
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 688,158 880,810
Retained earnings 29,623,798 29,306,722
------------- -------------
35,836,498 35,712,074
Less common stock held in treasury, at cost - 145,017
shares at October 31, 2002 and at July 31, 2002 1,060,352 1,060,352
------------- -------------
Total shareholders' equity 34,776,146 34,651,722
------------- -------------
Contingencies (Note 12)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $47,232,363 $48,265,886
============= =============
See Notes to Consolidated Financial Statements.
-3-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Three Months Ended
October 31,
--------------- ----------------
2002 2001
-------------- --------------
(Unaudited) (Unaudited)
Revenues
Rental income (Notes 5 and 9) $3,175,749 $3,062,784
Rental income - affiliated company (Note 9) 69,629 103,403
-------------- --------------
Total revenues 3,245,378 3,166,187
-------------- --------------
Expenses
Real estate operating expenses 1,640,297 1,475,091
Administrative and general expenses 696,761 601,924
Depreciation and amortization 291,910 280,305
-------------- --------------
Total expenses 2,628,968 2,357,320
-------------- --------------
Income from operations before investment income,
interest expense and income taxes 616,410 808,867
-------------- --------------
Investment income and interest expense:
Investment income (Note 4) 70,231 77,338
Interest expense (Notes 6 and 11) (141,565) (182,633)
-------------- --------------
(71,334) (105,295)
-------------- --------------
Income before income taxes 545,076 703,572
Income taxes provided 228,000 316,000
-------------- --------------
Net income 317,076 387,572
Retained earnings, beginning of period 29,306,722 28,052,532
-------------- --------------
Retained earnings, end of period $29,623,798 $28,440,104
============== ==============
Income per common share (Note 2) $.16 $.19
============== ==============
Dividends per share $- $-
============== ==============
Average common shares outstanding 2,033,280 2,033,280
============== ==============
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended
October 31,
--------------- ----------------
2002 2001
-------------- --------------
(Unaudited) (Unaudited)
Net Income $317,076 $387,572
-------------- --------------
Other comprehensive income, net of taxes (Note 3)
Unrealized gain (loss) on available-for-sale securities:
Net of taxes (benefit) of ($90,000) and $55,000 for the three
months ended October 31, 2002 and 2001, respectively (192,652) 105,523
Reclassification adjustment (3,838) -
-------------- --------------
Other comprehensive income (loss) (196,490) 105,523
-------------- --------------
-------------- --------------
Comprehensive Income $120,586 $493,095
============== ==============
See Notes to Consolidated Financial Statements.
-4-
J. W. MAYS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended
October 31,
--------------- ---------------
2002 2001
--------------- ---------------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
Net income $317,076 $387,572
Adjustments to reconcile income to
net cash provided by operating activities:
Realized loss on marketable securities 3,838 -
Depreciation and amortization 291,910 280,305
Amortization of deferred expenses 62,729 58,397
Other assets - deferred expenses (3,307) (22,242)
- unbilled receivables 11,808 33,451
- unbilled receivables - affiliated company - 45,484
- receivables 62,962 57,278
Deferred income taxes 20,000 72,000
Changes in:
Receivables 94,120 189,511
Prepaid expenses 569,595 521,920
Real estate taxes refundable 82,769 -
Accounts payable 18,492 34,488
Payroll and other accrued liabilities (234,536) (113,502)
Income taxes payable (626,676) 7,638
Other taxes payable (1,311) 1,909
------------- -------------
Cash provided by operating activities 669,469 1,554,209
------------- -------------
Cash Flows From Investing Activities:
Capital expenditures (656,012) (58,351)
Security deposits (23,977) (3,460)
Marketable securities:
Receipts from sales or maturities 8,662 50,000
Payments for purchases (12,641) (285,332)
------------- -------------
Cash (used) by investing activities (683,968) (297,143)
------------- -------------
Cash Flows From Financing Activities:
Borrowing - mortgage - 1,200,000
Increase - security deposits 23,385 2,618
Payments - mortgages and other debt (229,301) (256,392)
------------- -------------
Cash provided (used) by financing activities (205,916) 946,226
------------- -------------
Increase (decrease) in cash (220,415) 2,203,292
Cash and cash equivalents at beginning of period 2,951,013 1,003,130
------------- -------------
Cash and cash equivalents at end of period $2,730,598 $3,206,422
============= =============
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 statements of income and retained earnings, comprehensive
income, and the consolidated balance sheets 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, 2002 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, 2002. 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, 2003.
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 each
of the three months ended October 31, 2002, and October 31, 2001.
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 October 31, 2002, the Company's marketable securities were classified as follows:
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------- ------------- -------------
Current:
Certificate of deposit $44,794 $- $- $44,794
============= ============= ============= =============
Noncurrent:
Available-for-sale:
Equity securities $2,944,003 $1,043,158 $- $3,987,161
============= ============= ============= =============
Investment income consists of the following:
Three Months Ended
October 31,
-----------------------------
2002 2001
------------- -------------
Interest income $20,543 $33,663
Dividend income 53,526 43,675
(Loss) on sale of marketable securities (3,838) -
------------- -------------
Total $70,231 $77,338
============= =============
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 18.03% and another tenant accounted for 15.33% of
rental income during the three months ended October 31, 2002. No other
tenant accounted for more than 10% of rental income during the same
period.
-7-
6. Long-Term Debt:
Long Term Debt:
October 31, 2002 July 31, 2002
-------------------------------------------------------------------
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) 5% 4/01/07 $266,666 $2,266,667 $266,667 $2,333,333
Jamaica, New York property (b) 6.98% 8/01/06 147,828 3,202,943 145,257 3,240,406
Jowein building, Brooklyn, N.Y. (c) 9 % 3/31/05 125,957 211,351 123,220 243,872
Fishkill, New York property (d) 8.25% 7/01/04 107,461 1,933,561 105,275 1,961,260
Circleville, Ohio property (e) 7 % 9/30/02 - - 72,445 -
-------------- -------------- -------------- ---------------
Total $647,912 $7,614,522 $712,864 $7,778,871
============== ============== ============== ===============
(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 was 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. As of April 1, 2002, the effective rate was reduced to 5.00%
per annum. 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% per annum. 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
existing or hereafter consummated. The Company has an option to prepay
-8-
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. 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 was extended to March 31, 2005. The
interest rate remained at 9% per annum. 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, New York 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 to
be made in constant monthly amounts based upon a fifteen (15) year
payout period.
(e)The mortgage loan, which was self-amortizing, matured September 30,
2002. The final payment was made September 1, 2002.
-9-
7. Long-Term Debt - Other:
Long-Term debt - Other consists of the following:
October 31, 2002 July 31, 2002
----------------------------------------------------------------
Due Due Due Due
Within After Within After
One Year One Year One Year One Year
------------- ------------- ------------- -------------
Lease security deposits $21,578 $415,880 $14,745 $399,328
============= ============= ============= =============
Does not include three irrevocable letters of credit totaling $319,000 at
October 31, 2002 and July 31, 2002, provided by three tenants.
8. Property and Equipment - at cost:
October 31, July 31,
2002 2002
--------------- ---------------
Property:
Buildings and improvements $44,151,860 $43,962,492
Improvements to leased property 9,158,009 9,158,009
Land 4,008,835 4,008,835
Construction in progress 527,430 68,520
------------- -------------
57,846,134 57,197,856
Less accumulated depreciation 25,382,389 25,104,318
------------- -------------
Property - net 32,463,745 32,093,538
------------- -------------
Fixtures and equipment and other:
Fixtures and equipment 664,747 657,013
Other fixed assets 216,702 216,702
------------- -------------
881,449 873,715
Less accumulated depreciation 613,579 599,740
------------- -------------
Fixtures and equipment and other - net 267,870 273,975
------------- -------------
Property and equipment - net $32,731,615 $32,367,513
============= =============
-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.
The Company had leased from an affiliate one of the stores which was
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 provided for certain
monthly payments to be made to the Company through August 30, 2002, the
termination date of the agreement. Rental income includes $69,629 for the
quarter ended October 31, 2002, and $103,403 for the quarter ended October
31, 2001, representing rentals from the affiliated company.
10 Employees' Retirement Plan:
The Company sponsors a noncontributory Money Purchase Plan covering
substantially all of its employees. Operations were charged $64,988 and
$63,586 as contributions to the Plan for the three months ended October
31, 2002, and October 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:
Three Months Ended
October 31,
------------------------------
2002 2001
------------------------------
Interest paid $142,567 $176,527
Income taxes paid $834,676 $236,362
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.
-11-
J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations:
Three Months Ended October 31, 2002 Compared to the Three Months Ended October
31, 2001:
In the three months ended October 31, 2002, the Company reported net income of
$317,076, or $.16 per share. In the comparable three months ended October 31,
2001, the Company reported net income of $387,572, or $.19 per share.
Revenues in the current three months increased to $3,245,378 from $3,166,187
in the comparable 2001 three months.
Real estate operating expenses in the current three months increased to
$1,640,297 from $1,475,091 in the comparable 2001 three months primarily due
to a increase in payroll, insurance, maintenance and utility costs, partially
offset by a decrease in real estate taxes.
Administrative and general expenses in the current three months increased to
$696,761 from $601,924 in the comparable 2001 three months due to an increase
in insurance, and legal and professional costs.
Depreciation and amortization expense in the current three months increased to
$291,910 from $280,305 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
$71,334 and by $105,295 in the comparable 2001 three months. The decrease was
due to a reduction of the interest rate on a mortgage on the Jamaica, New York
property and by scheduled repayments of debt.
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 $2,730,598 at October 31,
2002.
One of the retail tenants at the Company's Jamaica, New York location, under
lease dated March 29, 1990, as amended, filed under Chapter 11 of United
States Bankruptcy Code on October 7, 2002. The tenant did not pay the amount
due at July 31, 2002 which amount was written off as a bad debt at July 31,
2002. The tenant has not paid the fixed rent and the additional rent and
expenses due for the period, August 1, 2002 through October 6, 2002. The
Company has reason to believe that the tenant does not intend to pay such
amounts and accordingly, has not recorded as income during the three months
ended October 31, 2002, the amount due of fixed rent of $149,933 and the
additional rent and other operating expenses of $36,833, for a total of
$186,766. The tenant has paid the fixed rent and additional rent and other
operating expenses for the period October, 7, 2002 through November 30, 2002.
There was no comparable item in the 2001 corresponding quarter.
-12-
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 term of the lease terminated
September 30, 2002. An extension and modification of lease (term and rental)
for the entire premise has been executed for three years to September 30,
2005. Tenant has the option to surrender up to 73,350 square feet of the
193,000 square feet, on/and after May 31, 2003.
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 and legal fees,
against the State of New York in connection with a condemnation by the State
affecting a portion of the Fishkill, New York property. On appeal to the
Appellate Division of the State of New York, the judgment was reversed and the
award reduced to $24,105. The Company has made a motion to (1) increase the
award and (2) obtain leave to appeal to the Court of Appeals.
Cash Flows From Operating Activities:
Receivables: The Company is due the amount of $373,636 as of October 31, 2002
as reimbursement for expenditures for renovations made on behalf of a tenant
at the Jamaica, New York building. The amount of $373,636 is to be paid in
installments through April, 2004. The original amount of the reimbursement
was $1,591,753 of which $1,218,117 has been received.
Prepaid Expenses: Expenditures for the three months ended October 31, 2002
increased by $41,297 compared to the three months ended October 31, 2001, due
to an increase in insurance costs.
Cash Flows From Investing Activities:
Capital expenditures: The Company had expenditures of $310,410 for the three
months ended October 31, 2002 for the upgrading of electrical service and the
renovation of a portion of the exterior of its Brooklyn, New York building.
The total cost will be approximately $650,000. The total expenditures as of
October 31, 2002 were $378,930. The project is anticipated to be completed in
December, 2002. The Company also had expenditures of $148,500 for the three
months ended October 31, 2002 for the renovation of a portion of the exterior
of its Jamaica, New York building. The total cost will be approximately
$280,000. The project is anticipated to be completed in December, 2002.
Controls and Procedures
We currently have in place systems relating to internal controls with respect
to our financial information. We also have in place disclosure controls and
procedures with respect to ensuring that all material information required to
be filed in this Quarterly Report on Form 10-Q has been made known to
management, and especially the Chief Executive Officer and Chief Financial
Officer, in a timely fashion. Our management periodically reviews and
evaluates these internal controls and disclosure controls and procedures with
our internal auditor and our independent auditors and has done so within 90
days of filing of this Quarterly Report on Form 10-Q. We have determined that
the internal controls and the disclosure controls and procedures were
effective as of the date of their evaluation in timely alerting them to
material information (both of a financial and a non-financial nature) relating
to the Company, including its consolidated subsidiaries.
We have determined that there have been no significant changes in our internal
controls and our disclosure controls and procedures or in other factors that
could significantly affect these controls subsequent to our most recent
evaluation. While we believe that our internal controls and our disclosure
controls and procedures are effective, we understand that the SEC may be
promulgating additional rules relating to disclosure controls and procedures.
We cannot provide assurance that either our internal controls or our
disclosure controls and procedures will not change in the future to reflect
new rules of the SEC.
-13-
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--Certifications Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002;
18 U.S.C. sec. 1350:
(i) Chief Executive Officer
(ii) Chief Financial Officer
(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 October 31, 2002.
-14-
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 4, 2002 Lloyd J. Shulman
-----------------------
Lloyd J. Shulman
President
Chief Executive Officer
Date December 4, 2002 Alex Slobodin
-----------------------
Alex Slobodin
Exec. Vice-President
(Principal Financial Officer)
-15-
CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company")
and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Lloyd J.
Shulman, Chief Executive Officer of the Company, certify under oath that:
1. I have reviewed the Report being filed;
2. Based on my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by the Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Company as of, and for, the period presented in the Report;
4. I and the other certifying officers are responsible for establishing
and maintaining disclosure controls and procedures (as such term is
defined in paragraph (c) of Rule 13a-14) for the Company and have:
i. Designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to them by others within those entities,
particularly during the period in which the periodic reports are being
prepared;
ii. Evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
Report ("Evaluation Date"); and
iii. Presented in the Report their conclusions about the effectiveness of
the disclosure controls and procedures based on their evaluation as of
the Evaluation Date;
5. I and the other certifying officers have disclosed, based on their
most recent evaluation, to the Company's auditors and the audit committee
of the board of directors (or persons fulfilling the equivalent
function):
i. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls; and
ii. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. I and the other certifying officers have indicated in the report
whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of their most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Lloyd J. Shulman
-----------------------
Lloyd J. Shulman
President
Chief Executive Officer
-16-
CERTIFICATION PURSUANT TO RULE 13a-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Report on Form 10-Q of J.W. Mays, Inc. (the "Company")
and its subsidiaries for the Quarterly Period ended October 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), I, Alex Slobodin,
Principal Financial Officer of the Company, certify under oath that:
1. I have reviewed the Report being filed;
2. Based on my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by the Report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the Company as of, and for, the period presented in the Report;
4. I and the other certifying officers are responsible for establishing
and maintaining disclosure controls and procedures (as such term is
defined in paragraph (c) of Rule 13a-14) for the Company and have:
i. Designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to them by others within those entities,
particularly during the period in which the periodic reports are being
prepared;
ii. Evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the
Report ("Evaluation Date"); and
iii. Presented in the Report their conclusions about the effectiveness of
the disclosure controls and procedures based on their evaluation as of
the Evaluation Date;
5. I and the other certifying officers have disclosed, based on their
most recent evaluation, to the Company's auditors and the audit committee
of the board of directors (or persons fulfilling the equivalent
function):
i. All significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for the
Company's auditors any material weaknesses in internal controls; and
ii. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's internal
controls; and
6. I and the other certifying officers have indicated in the report
whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of their most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Alex Slobodin
------------------------
Alex Slobodin
Executive Vice President
Chief Financial Officer
-17-
EXHIBIT 99(i)
CERTIFICATION
PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE
UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc.
and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed
with the Securities and Exchange Commission (the Report), Lloyd J. Shulman,
Chairman, President, Chief Executive Officer and Chief Operating Officer of
J.W. Mays, Inc., hereby certifies, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. sec. 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
J.W. Mays, Inc.
Dated: December 4, 2002
Lloyd J. Shulman
----------------------------------
Lloyd J. Shulman
Chairman, President, Chief Executive
Officer and Chief Operating Officer
EXHIBIT 99(ii)
CERTIFICATION
PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE
UNITED STATES CODE AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Report on Form 10-Q of J.W. Mays, Inc.
and its subsidiaries for the Quarterly Period ended October 31, 2002, as filed
with the Securities and Exchange Commission (the Report), Alex Slobodin,
Executive Vice President and Chief Financial Officer of J.W. Mays, Inc.,
hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. sec. 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
J.W. Mays, Inc.
Dated: December 4, 2002
Alex Slobodin
----------------------------
Alex Slobodin
Executive Vice President and
Chief Financial Officer
-18-