<Page>
J.W. MAYS, INC.
ANNUAL REPORT
2005
Year Ended July 31, 2005
<Page>
J.W. MAYS, INC.
CONTENTS
<Table>
<Caption>
PAGE NO.
- ---------------------------------------------------------------------
Summary of Selected Financial Data 2
The Company 2
Message to Shareholders 3
Consolidated Balance Sheets 4-5
Consolidated Statements of Income and Retained Earnings 6
Consolidated Statements of Comprehensive Income 6
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 8-16
Report of Management 17
Report of Independent Registered Public Accounting Firm 17
Five Year Summary of Consolidated Operations 18
Management's Discussion and Analysis of
Financial Condition and Results of Operations 19-23
Controls and Procedures 23
Quarterly Financial Information (Unaudited) 23
Common Stock and Dividend Information 24
Officers and Directors 25
EXECUTIVE OFFICES
9 Bond Street, Brooklyn, N.Y. 11201-5805
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038-4502
SPECIAL COUNSEL
Holland & Knight LLP
195 Broadway
New York, N.Y. 10007-3189
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
D'Arcangelo & Co., LLP
3000 Westchester Avenue
Purchase, N.Y. 10577-2538
ANNUAL MEETING
The Annual Meeting of Shareholders will be
held on Tuesday, November 22, 2005, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.
</Table>
<Page>
J.W. MAYS, INC.
SUMMARY OF SELECTED FINANCIAL DATA
(dollars in thousands except per share data)
<Table>
<Caption>
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------
Rental Income $12,879 $14,025 $13,120 $12,533 $11,281
Rental Income -- Affiliated Company -- -- 70 462 414
Recovery of Real Estate Taxes -- -- -- 69 --
Gain (loss) on Disposition of Fixed Assets 4 (4) -- -- --
- -----------------------------------------------------------------------------------------------------
Total Revenues 12,883 14,021 13,190 13,064 11,695
- -----------------------------------------------------------------------------------------------------
Net Income 348 1,135 1,147 1,254 1,291
- -----------------------------------------------------------------------------------------------------
Real Estate-Net 44,370 39,907 33,171 32,094 31,525
- -----------------------------------------------------------------------------------------------------
Total Assets 57,177 51,809 48,346 48,266 45,578
- -----------------------------------------------------------------------------------------------------
Long-Term Debt:
Mortgages Payable 12,476 7,830 5,261 7,779 7,332
Notes Payable 1,000 -- -- -- --
Other 925 641 569 399 364
------- ------- ------- ------- -------
Total 14,401 8,471 5,830 8,178 7,696
- -----------------------------------------------------------------------------------------------------
Shareholders' Equity 37,339 36,996 35,705 34,652 33,033
- -----------------------------------------------------------------------------------------------------
Net Income Per Common Share $ .17 $ .56 $ .57 $ .62 $ .62
- -----------------------------------------------------------------------------------------------------
Cash Dividends Declared Per Share -- -- -- -- --
- -----------------------------------------------------------------------------------------------------
</Table>
Average common shares outstanding for fiscal 2005, 2,015,780; 2004, 2,015,780;
2003, 2,026,855; 2002, 2,033,280; 2001, 2,066,390.
THE COMPANY
- --------------------------------------------------------------------------------
J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the
State of New York on July 6, 1927.
The Company operates a number of commercial real estate properties located
in Brooklyn and Jamaica in New York City, in Levittown and Massapequa, Long
Island, New York, in Fishkill, Dutchess County, New York and in Circleville,
Ohio. The major portion of these properties is owned and the balance is leased.
A substantial percentage of these properties are leased to tenants while the
remainder is available for lease.
More comprehensive information concerning the Company appears in its
Form 10-K Annual Report for the fiscal year ended July 31, 2005.
2
<Page>
J.W. MAYS, INC.
TO OUR SHAREHOLDERS:
- --------------------------------------------------------------------------------
The financial position of our Company continued to be positive during the
fiscal year ended July 31, 2005 with profits earned in each of the four
quarters.
In fiscal 2005, our revenues were $12,882,965 compared to $14,020,571 in the
2004 fiscal year. Net income for fiscal 2005 was $348,368 or $.17 per share.
This compares to net income of $1,135,466 or $.56 per share for fiscal 2004.
During fiscal 2005, the Company leased 43,801 square feet for office use to
two tenants in the Company's Jowein building in Brooklyn, New York. One tenant
leased 28,801 square feet and its rent commenced May, 2005. The second tenant
leased 15,000 square feet and its rent will commence in October, 2005. The
Company also leased 4,320 square feet to an existing tenant at its 9 Bond Street
building in Brooklyn, New York. Rent commenced in April, 2005. To replace the
retail store which vacated the Jamaica, New York property in March, 2003, the
Company divided the premises into three retail stores. As of July 31, 2005, the
Company has leased the entire space to three tenants. Rent commenced in
September, 2003 for two tenants and March, 2005 for the third tenant.
The rental income from the additional tenants will partially offset the loss
in rental income created by the loss of the City of New York as a tenant at the
Company's Jowein building in Brooklyn, New York in June, 2004 and the loss of
the tenant at the Company's Levittown, New York property in September, 2004.
The Company, on August 19, 2004, closed on a $12,000,000 multiple draw term
loan. The loan will refinance the existing mortgage on the Company's Fishkill,
New York property which matured on July 1, 2004, and fund capital improvements
for new tenants at the Company's properties at 9 Bond Street in Brooklyn, New
York and Fishkill, New York. The Company also secured financing from two banks
in the amounts of $1,700,000 and $1,200,000. These loans will finance the
construction costs and brokerage commissions associated with the leasing of the
28,801 square feet and the 15,000 square feet, respectively, at the Company's
Jowein building in Brooklyn, New York.
The increased rentals from the additional tenants and the additional
financing should adequately cover the Company's planned operating and capital
requirements.
We are continuing to actively pursue government agencies, educational
institutions and prospective corporate tenants which may be seeking office or
retail space in our properties.
I believe our Company is well-positioned to continue its growth, and I want
to thank the personnel of Mays and our Board colleagues for their continuing
commitment and support.
LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman, President and Chief Executive Officer
October 7, 2005
3
<Page>
J.W. MAYS, INC.
CONSOLIDATED BALANCE SHEETS
July 31, 2005 and 2004
ASSETS
<Table>
<Caption>
2005 2004
- ------------------------------------------------------------------------------------------
Property and Equipment-at cost (Notes 1 and 3):
Buildings and improvements.............................. $57,368,282 $53,533,121
Improvements to leased property......................... 9,158,009 9,158,009
Fixtures and equipment.................................. 719,322 711,001
Land.................................................... 6,146,554 4,713,503
Other................................................... 257,472 212,747
Construction in progress................................ 592,545 --
----------- -----------
74,242,184 68,328,381
Less accumulated depreciation and amortization.......... 29,605,517 28,174,404
----------- -----------
Property and equipment-net.......................... 44,636,667 40,153,977
----------- -----------
Current Assets:
Cash and cash equivalents (Notes 9 and 10).............. 522,897 603,289
Marketable securities (Notes 1, 2 and 10)............... 45,668 45,395
Receivables (Note 6).................................... 141,192 181,407
Income taxes refundable (Notes 1 and 4)................. 234,616 126,911
Deferred income taxes (Notes 1 and 4)................... 104,000 79,000
Security deposits....................................... 66,998 191,118
Prepaid expenses........................................ 1,552,114 1,532,163
----------- -----------
Total current assets................................ 2,667,485 2,759,283
----------- -----------
Other Assets:
Deferred charges (Notes 1 and 11)....................... 2,830,730 2,005,894
Less accumulated amortization (Note 11)................. 1,188,451 956,805
----------- -----------
Net................................................. 1,642,279 1,049,089
Security deposits....................................... 1,233,116 946,183
Unbilled receivables (Note 1)........................... 4,422,984 4,316,666
Marketable securities (Notes 1, 2 and 10)............... 2,574,514 2,583,812
----------- -----------
Total other assets.................................. 9,872,893 8,895,750
----------- -----------
TOTAL ASSETS........................................ $57,177,045 $51,809,010
----------- -----------
----------- -----------
</Table>
See Notes to Consolidated Financial Statements.
4
<Page>
LIABILITIES AND SHAREHOLDERS' EQUITY
<Table>
<Caption>
2005 2004
- ---------------------------------------------------------------------------------------
Long-Term Debt:
Mortgages and term loan payable (Notes 3 and 10)........ $12,476,347 $ 7,830,160
Note Payable -- related party (Notes 10 and 13)......... 1,000,000 --
Security deposits payable (Note 10)..................... 924,341 641,209
----------- -----------
Total long-term debt................................ 14,400,688 8,471,369
----------- -----------
Deferred Income Taxes (Notes 1 and 4)....................... 3,151,000 3,175,000
----------- -----------
Current Liabilities:
Payable to securities broker............................ -- 1,434,025
Accounts payable........................................ 65,539 87,581
Payroll and other accrued liabilities (Note 7).......... 1,133,918 936,048
Other taxes payable..................................... 5,188 4,764
Current portion of mortgages payable (Notes 3 and 10)... 1,015,173 587,634
Current portion of security deposits payable
(Note 10)............................................. 66,998 116,118
----------- -----------
Total current liabilities........................... 2,286,816 3,166,170
----------- -----------
Total liabilities................................... 19,838,504 14,812,539
----------- -----------
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 -- net
of deferred taxes of $600,000 at July 31, 2005 and
$603,000 at July 31, 2004. (Notes 1 and 2)............ 1,164,264 1,170,562
Retained earnings....................................... 31,937,587 31,589,219
----------- -----------
38,626,393 38,284,323
Less common stock held in treasury, at cost-162,517
shares at July 31, 2005 and July 31, 2004
(Note 12)............................................. 1,287,852 1,287,852
----------- -----------
Total shareholders' equity.......................... 37,338,541 36,996,471
----------- -----------
Commitments (Notes 5 and 6) and Contingencies (Note 14)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.......... $57,177,045 $51,809,010
----------- -----------
----------- -----------
</Table>
See Notes to Consolidated Financial Statements.
5
<Page>
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
<Table>
<Caption>
Years Ended July 31,
---------------------------------------
2005 2004 2003
- -----------------------------------------------------------------------------------------------------
Revenues
Rental income (Notes 1 and 6)............................. $12,879,226 $14,024,924 $13,120,360
Rental income-affiliated company (Note 6)................. -- -- 69,629
Gain (loss) on disposition of equipment................... 3,739 (4,353) --
----------- ----------- -----------
Total revenues........................................ 12,882,965 14,020,571 13,189,989
----------- ----------- -----------
Expenses
Real estate operating expenses (Note 5)................... 7,321,272 7,715,493 6,914,941
Administrative and general expenses....................... 2,764,210 2,771,106 2,929,578
Bad debts (recovery)...................................... -- -- (163,009)
Depreciation and amortization (Note 1).................... 1,464,883 1,317,522 1,201,119
----------- ----------- -----------
Total expenses........................................ 11,550,365 11,804,121 10,882,629
----------- ----------- -----------
Income from operations before investment income, interest
expense, other expenses and income taxes.................. 1,332,600 2,216,450 2,307,360
----------- ----------- -----------
Investment income, interest expense and other expenses:
Loss on disposition of asset.............................. -- -- (80,301)
Investment income (Notes 1 and 2)......................... 84,307 253,116 300,287
Investment expense (Notes 3 and 9)........................ (725,539) (547,100) (548,315)
----------- ----------- -----------
(641,232) (293,984) (328,329)
----------- ----------- -----------
Income before income taxes.................................. 691,368 1,922,466 1,979,031
Income taxes provided (Notes 1 and 4)....................... 343,000 787,000 832,000
----------- ----------- -----------
Net income.................................................. 348,368 1,135,466 1,147,031
Retained earnings, beginning of year........................ 31,589,219 30,453,753 29,306,722
----------- ----------- -----------
Retained earnings, end of year.............................. $31,937,587 $31,589,219 $30,453,753
----------- ----------- -----------
Income per common share (Note 1)............................ $ .17 $ .56 $ .57
----------- ----------- -----------
----------- ----------- -----------
Dividends per share......................................... -- -- --
----------- ----------- -----------
----------- ----------- -----------
Average common shares outstanding........................... 2,015,780 2,015,780 2,026,855
----------- ----------- -----------
----------- ----------- -----------
</Table>
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<Table>
<Caption>
Years Ended July 31,
---------------------------------------
2005 2004 2003
- -----------------------------------------------------------------------------------------------------
Net income.................................................. $ 348,368 $ 1,135,466 $ 1,147,031
----------- ----------- -----------
Other comprehensive income, net of tax
Unrealized gain (loss) on available-for-sale securities,
net of taxes (benefit) of ($3,000), $55,000 and $94,000
for the fiscal years 2005, 2004 and 2003, respectively.... (6,298) 250,275 131,395
Reclassification adjustment................................. -- (94,614) 2,696
----------- ----------- -----------
Net change in comprehensive income.......................... (6,298) 155,661 134,091
----------- ----------- -----------
Comprehensive income........................................ $ 342,070 $ 1,291,127 $ 1,281,122
----------- ----------- -----------
----------- ----------- -----------
</Table>
See Notes to Consolidated Financial Statements.
6
<Page>
J.W. MAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<Caption>
Years Ended July 31,
---------------------------------------
2005 2004 2003
- -----------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net Income................................................ $ 348,368 $ 1,135,466 $ 1,147,031
Adjustments to reconcile net income to net cash provided
by operating activities:
Deferred income taxes................................. (46,000) 22,000 (61,000)
Realized (gain) loss on marketable securities......... -- (94,614) 2,696
Gain (loss) on disposition of equipment............... 3,739 (4,353) --
Depreciation and amortization......................... 1,464,883 1,317,522 1,201,119
Amortization of deferred expenses..................... 310,695 519,058 446,019
Other assets -- deferred expenses..................... (903,885) (232,390) (553,540)
-- unbilled receivables................... (106,318) (68,854) 65,515
-- receivables............................ -- -- 193,444
Changes in:
Receivables............................................... 40,215 252,088 118,183
Prepaid expenses.......................................... (19,951) 30,835 (131,758)
Income taxes refundable................................... (107,705) 83,471 (210,382)
Real estate taxes refundable.............................. -- -- 82,769
Accounts payable.......................................... (22,042) 40,752 (8,776)
Payroll and other accrued liabilities..................... 197,870 (149,933) 277,174
Income taxes payable...................................... -- -- (747,268)
Other taxes payable....................................... 424 500 588
----------- ----------- -----------
Net cash provided by operating activities............. 1,160,293 2,851,548 1,821,814
----------- ----------- -----------
Cash Flows From Investing Activities
Acquisition of property and equipment..................... (5,951,312) (7,984,762) (2,315,990)
Security deposits......................................... (162,813) (244,029) (177,072)
Marketable securities:
Receipts from sales or maturities..................... -- 1,877,354 420,817
Payments for purchases................................ (273) (284) (72,958)
----------- ----------- -----------
Net cash (used) by investing activities............. (6,114,398) (6,351,721) (2,145,203)
----------- ----------- -----------
Cash Flows From Financing Activities
Borrowings -- security broker............................. 981,062 3,151,518 --
Payments -- security broker............................... (2,415,087) (1,717,493) --
Increase -- security deposits............................. 234,012 168,070 175,184
Borrowing -- mortgage and other debt...................... 6,720,000 1,350,000 --
Payments -- mortgage and other debt payments.............. (646,274) (711,077) (712,864)
Purchase of treasury stock................................ -- -- (227,500)
----------- ----------- -----------
Net cash provided (used) by financing activities...... 4,873,713 2,241,018 (765,180)
----------- ----------- -----------
Net (decrease) in cash and cash equivalents............... (80,392) (1,259,155) (1,088,569)
Cash and cash equivalents at beginning of year............ 603,289 1,862,444 2,951,013
----------- ----------- -----------
Cash and cash equivalents at end of year.................. $ 522,897 $ 603,289 $ 1,862,444
----------- ----------- -----------
----------- ----------- -----------
</Table>
See Notes to Consolidated Financial Statements.
7
<Page>
J.W. MAYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CONSOLIDATION: The consolidated financial statements include the accounts of
the Company, a New York corporation and its subsidiaries, which are
wholly-owned. Material intercompany items have been eliminated in consolidation.
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.
RENTAL INCOME: All of the real estate owned by the Company is held for
leasing to tenants except for a small portion used for Company offices. Rent 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 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. Contingent rental income is recorded when earned
and is not based on tenant revenue. Based upon its periodic accessment of the
quality of the receivables, management, using its historical knowledge of the
tenants and industry experience, determines whether a reserve or write-off is
required.
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. Realized gains and losses are determined
on a specific identification basis. The Company reviews marketable securities
for impairment whenever circumstances and situations change such that there is
an indication that the carrying amounts may not be recovered. The Company did
not classify any securities as trading during the three years ended July 31,
2005.
PROPERTY AND EQUIPMENT: Property and equipment are stated at cost.
Depreciation is calculated using the straight-line method and the
declining-balance method. Amortization of improvements to leased property is
calculated over the shorter of the life of the lease or the estimated useful
life of the improvements. Lives used to determine depreciation and amortization
are generally as follows:
<Table>
Buildings and improvements.................................. 18-40 years
Improvements to leased property............................. 3-40 years
Fixtures and equipment...................................... 7-12 years
Other....................................................... 3-5 years
</Table>
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. 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.
The Company reviews long-lived assets for impairment whenever circumstances
and situations change such that there is an indication that the carrying amounts
may not be recovered. At July 31, 2005 and 2004, there were no impairments of
its property and equipment.
COMPREHENSIVE INCOME: Statement of Financial Accounting Standards ('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.
8
<Page>
- --------------------------------------------------------------------------------
Comprehensive income is defined to include all changes in equity except those
resulting from investments by and distributions to shareholders.
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 1 to 21 years, using the
straight-line method.
INCOME TAXES: Deferred income taxes are provided for the temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities. Deferred tax assets result principally from
the recording of certain accruals and reserves which currently are not
deductible for tax purposes. Deferred tax liabilities result principally from
temporary differences in the recognition of gains and losses from certain
investments and from the use, for tax purposes, of accelerated depreciation.
INCOME PER SHARE OF COMMON STOCK: Income per share has been computed by
dividing net income for the year by the weighted average number of shares of
common stock outstanding during the year, adjusted for the purchase of treasury
stock. Shares used in computing income per share were 2,015,780 in fiscal 2005
and fiscal 2004 and 2,026,855 in fiscal 2003.
2. MARKETABLE SECURITIES:
As of July 31, 2005 and 2004, the Company's marketable securities were
classified as follows:
<Table>
<Caption>
2005 2004
------------------------------------------------- ---------------------------------------------
GROSS GROSS GROSS GROSS
UNREALIZED UNREALIZED FAIR UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE COST GAINS LOSSES VALUE
---- ----- ------ ----- ---- ----- ------ -----
Current:
Held-to-Maturity:
Certificate of deposit... $ 45,668 $ -- -$- $ 45,668 $ 45,395 $ -- -$- $ 45,395
-------- ---------- ---- ---------- -------- ---------- ---- ----------
-------- ---------- ---- ---------- -------- ---------- ---- ----------
Non-current:
Available-for-sale:
Equity securities........ $810,250 $1,764,264 -$- $2,574,514 $810,250 $1,773,562 -$- $2,583,812
-------- ---------- ---- ---------- -------- ---------- ---- ----------
-------- ---------- ---- ---------- -------- ---------- ---- ----------
</Table>
Investment income for the years ended July 31, 2005, 2004 and 2003 consists
of the following:
<Table>
<Caption>
2005 2004 2003
---- ---- ----
Interest income............................... $ 9,446 $ 14,085 $ 99,094
Dividend income............................... 74,861 144,417 203,889
Gain (loss) on sale of securities............. -- 94,614 (2,696)
------- -------- --------
Total..................................... $84,307 $253,116 $300,287
------- -------- --------
------- -------- --------
</Table>
9
<Page>
- --------------------------------------------------------------------------------
3. LONG-TERM DEBT -- MORTGAGES AND TERM LOAN:
<Table>
<Caption>
JULY 31, 2005 July 31, 2004
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 $ 266,667 $ 1,533,333 $266,667 $1,800,000
Jamaica, New York property....... (b) 6.98% 8/01/06 178,937 2,739,452 166,907 2,918,389
Jowein building, Brooklyn, NY.... (c) 9 % 3/31/05 -- -- 109,183 --
Jowein building, Brooklyn, NY.... (d) 9 % 4/01/09 49,055 1,215,752 44,877 1,264,807
Fishkill, New York property...... (e,f) Variable 2/18/08 -- 1,834,726 -- 1,846,964
Bond St. building, Brooklyn,
NY............................. (f) Variable 2/18/08 -- 2,820,000 -- --
Term loan payable to bank........ (g) 6.50% 5/01/10 300,514 1,353,084 -- --
Jowein building, Brooklyn, NY.... (h) Variable 8/01/10 220,000 980,000 -- --
---------- ----------- -------- ----------
Total.......................... $1,015,173 $12,476,347 $587,634 $7,830,160
---------- ----------- -------- ----------
---------- ----------- -------- ----------
</Table>
(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 outstanding balance of the
loan, totaling $1,355,555, will become due and payable on April 1, 2007.
(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
outstanding balance of the loan, totaling $2,739,452 will become due and payable
on August 1, 2006.
Payments are made, in arrears, on the first day of each and every month
calculated 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 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 on the Jamaica property and the sale or transfer of the
Company's ground lease interest in the premises.
(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. The constant quarterly payments of interest and
principal are $38,044. The mortgage loan was self-amortizing. As of July 31,
2005, the mortgage loan was paid in full.
(d) The Company, on May 7, 2004, closed a loan with an affiliated
corporation (see Note 3(c)) in the amount of $1,350,000. The term of the loan is
for a period of five (5) years at an interest rate of 9.00% per annum. Interest
and amortization of principal are paid quarterly based on a fifteen (15) year
level amortization period. The constant quarterly payments of interest and
principal are $40,316. The funds were used to purchase a one-half interest in a
property that is part of the Company's Brooklyn, New York building (Bond Street
building). The outstanding balance of the loan, totaling $1,056,007, will become
due and payable on April 1, 2009.
(e) 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 were made in constant monthly
amounts based upon a fifteen (15) year payout period. On August 19, 2004 the
Company extended the loan for an additional forty-two (42) months, with an
option to convert the loan to a seven (7) year permanent mortgage loan.
10
<Page>
- --------------------------------------------------------------------------------
The payments for the extended period of forty-two (42) months will be interest
only on the amount owing at a floating rate per annum equal to the one-month
LIBOR rate plus 2.25%, but not less than 3.40%. The payments for the seven-year
permanent mortgage loan would be on a seventeen (17) year level amortization,
plus interest. The interest rate on the permanent loan would be a fixed rate
equal to the Federal Home Loan Bank of New York's seven-year (7) fixed interest
rate plus 2.25% per annum. (See Note 3(f)).
(f) The Company, on August 19, 2004, closed a loan with a bank for a
$12,000,000 multiple draw term loan. This loan finances seventy-five (75%)
percent of the cost of capital improvements for an existing lease to a tenant
and capital improvements for future tenant leases at the Company's Brooklyn, New
York (Bond Street building) and Fishkill, New York properties. The loan also
refinances the existing mortgage on the Company's Fishkill, New York property
which matured on July 1, 2004 (see Note 3(e)). The Company will have three and
one-half years to draw down amounts under this loan. The loan consists of: a) a
permanent, first mortgage loan to refinance an existing first mortgage loan
affecting the Fishkill Property (the 'First Permanent Loan') (see Note 3(e)),
b) a permanent subordinate mortgage loan in the amount $1,870,000 (the 'Second
Permanent Loan'), and c) multiple, successively subordinate loans in the amount
$8,295,274 ('Subordinate Building Loans'). The loan is structured in two phases:
1) a forty-two month loan with payments of interest only at the floating
one-month LIBOR rate plus 2.25% per annum, but not less than 3.40%; and
2) after the forty-two month period, the loan would convert to a seven-year (7)
permanent mortgage loan on a seventeen (17) year level amortization, plus
interest, at the option of the Company. The interest rate on the permanent loan
would be at a fixed rate equal to the Federal Home Loan Bank of New York's
seven-year (7) fixed interest rate plus 2.25% per annum at the time of
conversion. As of August 19, 2004, the Company refinanced the existing mortgage
on the Company's Fishkill, New York property, which balance was $1,834,726 and
took down an additional $2,820,000 for capital improvements for two tenants at
the Company's Bond Street building in Brooklyn, New York. The outstanding
balance as of July 31, 2005 was $4,654,726.
(g) On February 18, 2005, the Company secured financing in the amount of
$1,700,000, from a bank whose president is a director of the Company. The loan
was used to finance the construction costs and brokerage commissions associated
with the leasing of 28,801 square feet for office use to a tenant at the
Company's Jowein building, in Brooklyn, New York. The loan is a multiple draw
loan, for a period of five (5) years, and is self-amortizing, at an interest
rate of 6.50% per annum. As of July 31, 2005, the Company drew down the
$1,700,000.
(h) The Company, on July 22, 2005, closed a loan with a bank for $1,200,000.
The loan will be used to finance the construction costs and brokerage
commissions associated with the leasing of 15,000 square feet for office use to
a tenant at the Company's Jowein building in Brooklyn, New York. The loan will
be secured by the assignment of lease of 15,000 square feet. The loan is for a
period of five (5) years and is self-amortizing, at an interest rate of prime
plus 1.00% per annum floating.
Maturities of long-term debt-mortgages payable outstanding at July 31, 2005,
are as follows: Years ending July 31, 2006 (included in current liabilities),
$1,015,173; 2007, $4,887,045; 2008, $5,295,452; 2009 $1,708,544; 2010, $565,306;
and 2011, $20,000.
Interest paid to related parties for the three years ended July 31, 2005 was
$120,179, $44,862, and $28,033, respectively.
11
<Page>
- --------------------------------------------------------------------------------
4. INCOME TAXES:
Significant components of the Company's deferred tax assets and liabilities
as of July 31, 2005 and 2004 are a result of temporary differences related to
the items described as follows:
<Table>
<Caption>
2005 2004
---------------------------- ----------------------------
DEFERRED DEFERRED DEFERRED DEFERRED
TAX ASSETS TAX LIABILITIES TAX ASSETS TAX LIABILITIES
---------- --------------- ---------- ---------------
Rental income received in advance................ $ 82,604 $ -- $51,594 $ --
Unbilled receivables............................. -- 1,503,815 -- 1,467,666
Property and equipment........................... -- 1,048,421 -- 1,105,526
Unrealized gain on available-for-sale
securities..................................... -- 599,850 -- 603,011
Other............................................ 22,482 -- 27,609 --
-------- ---------- ------- ----------
$105,086 $3,152,086 $79,203 $3,176,203
-------- ---------- ------- ----------
-------- ---------- ------- ----------
</Table>
The Company has determined, based on its history of operating earnings and
expectations for the future, that it is more likely than not that future taxable
income will be sufficient to fully utilize the deferred tax assets at July 31,
2005.
Income taxes provided for the years ended July 31, 2005, 2004 and 2003
consist of the following:
<Table>
<Caption>
2005 2004 2003
---- ---- ----
Current:
Federal................................................ $218,665 $506,500 $586,000
State and City......................................... 170,335 258,500 307,000
Deferred taxes........................................... (46,000) 22,000 (61,000)
-------- -------- --------
Total provision...................................... $343,000 $787,000 $832,000
-------- -------- --------
-------- -------- --------
</Table>
Components of the deferred tax provision for the years ended July 31, 2005,
2004 and 2003 consist of the following:
<Table>
<Caption>
2005 2004 2003
---- ---- ----
Book depreciation (under) tax depreciation................ $(57,105) $(45,913) $(29,206)
Reduction (increase) of rental income received in
advance................................................. (31,010) 32,239 (9,420)
Increase (decrease) in unbilled receivables............... 36,149 23,410 (22,275)
Capital loss carry forward................................ -- (8,506) --
Increase in impairment of marketable securities........... -- 16,962 --
Other..................................................... 5,966 3,808 (99)
-------- -------- --------
$(46,000) $ 22,000 $(61,000)
-------- -------- --------
-------- -------- --------
</Table>
12
<Page>
- --------------------------------------------------------------------------------
Taxes provided for the years ended July 31, 2005, 2004 and 2003 differ from
amounts which would result from applying the federal statutory tax rate to
pre-tax income, as follows:
<Table>
<Caption>
2005 2004 2003
---- ---- ----
Income before income taxes............................ $691,368 $1,922,466 $1,979,031
Dividends received deduction.......................... (52,403) (100,000) (103,600)
Other-net............................................. 6,962 11,100 8,000
-------- ---------- ----------
Adjusted pre-tax income............................... $645,927 $1,833,566 $1,883,431
-------- ---------- ----------
-------- ---------- ----------
Statutory rate........................................ 34% 34% 34%
Income tax provision at statutory rate................ $219,620 $ 623,420 $ 640,370
State and City income taxes, net of federal income tax
benefit............................................. 123,380 163,580 191,630
-------- ---------- ----------
Income taxes provided................................. $343,000 $ 787,000 $ 832,000
-------- ---------- ----------
-------- ---------- ----------
</Table>
5. LEASES:
The Company's real estate operations encompass both owned and leased
properties. The current leases on leased property, most of which have options to
extend the terms, range from 1 year to 26 years. Certain of the leases provide
for additional rentals under certain circumstances and obligate the Company for
payments of real estate taxes and other expenses.
Rental expense for leased real property for each of the three fiscal years
ended July 31, 2005 was exceeded by sublease rental income, as follows:
<Table>
<Caption>
2005 2004 2003
---- ---- ----
Minimum rental expense.............................. $1,119,336 $1,230,929 $1,164,109
Contingent rental expense........................... 1,339,355 1,316,308 1,164,601
---------- ---------- ----------
2,458,691 2,547,237 2,328,710
Sublease rental income.............................. 6,947,617 7,580,001 7,121,713
---------- ---------- ----------
Excess of sublease income over expense.......... $4,488,926 $5,032,764 $4,793,003
---------- ---------- ----------
---------- ---------- ----------
</Table>
Rent expense paid to an affiliate principally owned by certain directors of
the Company totaled $169,800 for fiscal years ended July 31, 2005, 2004 and
2003. Rent expense is recognized on a straight-line basis over the lives of the
leases.
Future minimum non-cancelable rental commitments for operating leases with
initial or remaining terms of one year or more are payable as follows:
<Table>
<Caption>
FISCAL OPERATING
YEAR LEASES
---- ------
2006 ............................................................ $1,189,188
2007 ............................................................ 1,282,688
2008 ............................................................ 1,282,688
2009 ............................................................ 1,224,870
2010 ............................................................ 884,848
After 2010......................................................... 2,527,375
----------
Total required*............................................ $8,391,657
----------
----------
</Table>
* Minimum payments have not been reduced by minimum sublease rentals of
$32,466,925 under operating leases due in the future under non-cancelable
leases.
13
<Page>
- --------------------------------------------------------------------------------
6. RENTAL INCOME:
Rental income for each of the fiscal years 2005, 2004 and 2003 is as
follows:
<Table>
<Caption>
July 31,
---------------------------------------
2005 2004 2003
---- ---- ----
Minimum rentals
Company owned property....................... $ 5,376,270 $ 5,418,020 $ 5,288,068
Operating leases............................. 6,048,649 6,391,641 6,178,459
----------- ----------- -----------
11,424,919 11,809,661 11,466,527
----------- ----------- -----------
Contingent rentals
Company owned property....................... 555,339 1,026,903 780,208
Operating leases............................. 898,968 1,188,360 943,254
----------- ----------- -----------
1,454,307 2,215,263 1,723,462
----------- ----------- -----------
Total.................................... $12,879,226 $14,024,924 $13,189,989
----------- ----------- -----------
----------- ----------- -----------
</Table>
Future minimum non-cancelable rental income for leases with initial or
remaining terms of one year or more is as follows:
<Table>
<Caption>
FISCAL COMPANY LEASED
YEAR OWNED PROPERTY PROPERTY TOTAL
---- -------------- -------- -----
2006 ........................................ $ 5,157,067 $ 6,320,709 $11,477,776
2007 ........................................ 4,743,385 5,799,963 10,543,348
2008 ........................................ 4,256,361 4,862,428 9,118,789
2009 ........................................ 3,986,809 4,550,485 8,537,294
2010 ........................................ 3,638,638 4,028,268 7,666,906
After 2010.................................... 3,642,577 6,905,072 10,547,649
----------- ----------- -----------
Total.................................. $25,424,837 $32,466,925 $57,891,762
----------- ----------- -----------
----------- ----------- -----------
</Table>
Rental income from an affiliate principally owned by certain directors of
the Company totaled $69,629 for fiscal year 2003. The lease with the affiliate
ended in August 2002 and was not renewable. Rental income is recognized on a
straight-line basis over the lives of the leases.
7. PAYROLL AND OTHER ACCRUED LIABILITIES:
Payroll and other accrued liabilities for the fiscal years ended July 31,
2005, and 2004 consist of the following:
<Table>
<Caption>
2005 2004
---- ----
Payroll..................................................... $ 144,345 $128,907
Interest.................................................... 76,931 51,830
Professional fees........................................... 97,097 129,900
Rents received in advance................................... 242,953 151,747
Utilities................................................... 57,400 53.500
Brokers commissions......................................... 194,488 180,506
Construction costs.......................................... 188,000 3,000
Other....................................................... 132,704 236,658
---------- --------
Total............................................... $1,133,918 $936,048
---------- --------
---------- --------
</Table>
14
<Page>
- --------------------------------------------------------------------------------
8. EMPLOYEE'S RETIREMENT PLAN:
The Company sponsors a non-contributory Money Purchase Plan covering
substantially all of its employees. Operations were charged $287,777, $265,174
and $271,089 as contributions to the Plan for fiscal years 2005, 2004 and 2003,
respectively.
9. 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 disclosures:
<Table>
<Caption>
Years Ended July 31,
--------------------------------
2005 2004 2003
---- ---- ----
Interest paid, net of capitalized interest of $24,966
(2005)............................................... $700,438 $539,414 $ 546,994
Income taxes paid...................................... $496,705 $681,529 $1,850,650
</Table>
10. FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS:
The following disclosure of estimated fair value was determined by the
Company, using available market information and appropriate valuation methods.
Considerable judgment is necessary to develop estimates of fair value. The
estimates presented herein are not necessarily indicative of the amounts that
could be realized upon disposition of the financial instruments.
The Company estimates the fair value of its financial instruments using the
following methods and assumptions: (i) quoted market prices, when available, are
used to estimate the fair value of investments in marketable debt and equity
securities; (ii) discounted cash flow analyses are used to estimate the fair
value of long-term debt, using the Company's estimate of current interest rates
for similar debt; and (iii) carrying amounts in the balance sheet approximate
fair value for cash and cash equivalents and tenant security deposits due to
their high liquidity.
<Table>
<Caption>
JULY 31, 2005
-------------------------
CARRYING FAIR
VALUE VALUE
----- -----
Cash and cash equivalents......................... $ 522,897 $ 522,897
Marketable securities............................. $ 2,620,182 $ 2,620,182
Tenant security deposits payable.................. $ 991,339 $ 991,339
Mortgages and notes payable....................... $14,491,520 $13,870,215
</Table>
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 forty-five tenants, of which one
tenant accounted for 16.86% and another tenant accounted for 11.62% of rental
income during the year ended July 31, 2005. No other tenant accounted for more
than 10% of rental income during the year ended July 31, 2005.
The Company has two irrevocable letters of credit totaling $137,500 at
July 31, 2005 provided by two tenants, and had three irrevocable letters of
credit totaling $319,000 at July 31, 2004 provided by three tenants.
15
<Page>
- --------------------------------------------------------------------------------
11. DEFERRED CHARGES:
Deferred charges for the fiscal years ended July 31, 2005, and 2004 consist
of the following:
<Table>
<Caption>
JULY 31, 2005 JULY 31, 2004
----------------------------- -----------------------------
GROSS CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
------ ------------ ------ ------------
Leasing brokerage commissions........... $1,656,326 $ 537,918 $1,044,955 $405,040
Professional fees for leasing........... 429,836 265,178 374,086 230,789
Financing costs......................... 625,115 344,914 472,734 283,382
Other................................... 119,453 40,441 114,119 37,594
---------- ---------- ---------- --------
Total............................... $2,830,730 $1,188,451 $2,005,894 $956,805
---------- ---------- ---------- --------
---------- ---------- ---------- --------
</Table>
The aggregate amortization expense for the three years ended July 31, 2005
was $310,695, $519,058, and $446,019, respectively.
The estimated aggregate amortization expense for each of the five succeeding
fiscal years is as follows:
<Table>
<Caption>
FISCAL
YEAR
----
2006....................................................... $324,662
2007....................................................... $243,685
2008....................................................... $197,578
2009....................................................... $196,219
2010....................................................... $190,664
</Table>
12. 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 July 31, 2005 and at July 31, 2004.
13. NOTE PAYABLE:
On December 15, 2004, the Company borrowed $1,000,000 from a director of the
Company, who is also a greater than 10% beneficial owner of the outstanding
common stock of the Company. The term of the loan is for a period of three (3)
years maturing on December 15, 2007, at an interest rate of 7.50% per annum. The
loan is unsecured. The note is prepayable in whole or in part at any time
without penalty. The funds were used towards the purchase of a one-half interest
in a parcel which is part of the Company's Brooklyn, New York properties. The
total purchase price was $1,500,000. The constant quarterly payments of interest
are $18,750. The interest paid for the year ended July 31, 2005 was $46,875.
14. 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.
15. SUBSEQUENT EVENT:
Levitz Home Furnishings, Inc. (formerly Seaman Furniture Company, Inc.)
which occupies retail space at the Company's Jowein building in Brooklyn, New
York and is estimated to account for approximately 6% of the annual rental
income of the Company for the fiscal year ended July 31, 2006, filed for Chapter
11 bankruptcy protection from creditors on October 11, 2005. Levitz Home
Furnishings, Inc. has not expressed its intentions as to what actions it may
take with respect to such property, and the Company is unable to determine the
effect, if any, of such filing on its operations.
16
<Page>
J.W. MAYS, INC.
REPORT OF MANAGEMENT
- --------------------------------------------------------------------------------
Management is responsible for the preparation and reliability of the
financial statements and the other financial information in this Annual Report.
Management has established systems of internal control over financial reporting
designed to provide reasonable assurance that the financial records used for
preparing financial statements are reliable and reflect the transactions of the
Company and that established policies and procedures are carefully followed. The
Company reviews, modifies and improves its system of internal controls in
response to changes in operations.
The Board of Directors, acting through the Audit Committee, which is
comprised solely of independent directors who are not employees of the Company,
oversees the financial reporting process. The financial statements have been
prepared in accordance with accounting standards generally accepted in the
United States of America and include amounts based on judgments and estimates
made by management. Actual results could differ from estimated amounts.
To ensure complete independence, D'Arcangelo & Co., LLP, the independent
registered public accounting firm, has full and free access to meet with the
Audit Committee, without management representatives present, to discuss results
of the audit, the adequacy of internal controls and the quality of financial
reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
To the Board of Directors and Shareholders
J.W. Mays, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of J.W. Mays,
Inc. and subsidiaries as of July 31, 2005 and 2004, and the related consolidated
statements of income and retained earnings, comprehensive income, and cash flows
for each of the three years in the period ended July 31, 2005. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of J.W. Mays,
Inc. and subsidiaries as of July 31, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the period ended
July 31, 2005, in conformity with U.S. generally accepted accounting principles.
D'ARCANGELO & CO., LLP
Purchase, New York
October 7, 2005
except for Note 15 as to
which the date is October 12, 2005
17
<Page>
J.W. MAYS, INC.
FIVE YEAR SUMMARY OF CONSOLIDATED OPERATIONS
(dollars in thousands except per share data)
<Table>
<Caption>
Years Ended July 31,
---------------------------------------------------------
2005 2004 2003 2002 2001
- --------------------------------------------------------------------------------------------------------
Revenues
Rental income............................ $ 12,879 $ 14,025 $ 13,120 $ 12,533 $ 11,281
Rental income-affiliated company......... -- -- 70 462 414
Recovery of real estate taxes............ -- -- -- 69 --
Gain (loss) on disposition of fixed
assets................................. 4 (4) -- -- --
--------- --------- --------- --------- ---------
Total revenues....................... 12,883 14,021 13,190 13,604 11,695
--------- --------- --------- --------- ---------
Expenses
Real estate operating expenses........... 7,321 7,716 6,915 6,025 5,885
Administrative and general expenses...... 2,764 2,771 2,930 2,600 2,392
Bad debts (recovery)..................... -- -- (163) 483 (48)
Depreciation and amortization............ 1,465 1,318 1,201 1,142 1,080
--------- --------- --------- --------- ---------
Total expenses....................... 11,550 11,805 10,883 10,250 9,309
--------- --------- --------- --------- ---------
Income from operations before investment
income, interest expense, other expenses
and income taxes........................... 1,333 2,216 2,307 2,814 2,386
--------- --------- --------- --------- ---------
Investment income, interest expense and other
expenses:
Loss on disposition of asset............. -- -- (80) -- --
Investment income........................ 84 253 300 233 264
Interest expense......................... (726) (547) (548) (674) (573)
--------- --------- --------- --------- ---------
(642) (294) (328) (441) (309)
--------- --------- --------- --------- ---------
Income before income taxes................... 691 1,922 1,979 2,373 2,077
Income taxes provided........................ 343 787 832 1,119 786
--------- --------- --------- --------- ---------
Net Income................................... $ 348 $ 1,135 $ 1,147 $ 1,254 $ 1,291
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Net income per common share.................. $ .17 $ .56 $ .57 $ .62 $ .62
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Dividends per share.......................... -- -- -- -- --
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Average common shares outstanding............ 2,015,780 2,015,780 2,026,855 2,033,280 2,066,390
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</Table>
18
<Page>
J.W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
FISCAL 2005 COMPARED TO FISCAL 2004
Net income for the year ended July 31, 2005 amounted to $348,368, or $.17
per share, compared to net income for the year ended July 31, 2004 of
$1,135,466, or $.56 per share.
Revenues in the current year decreased to $12,882,965 from $14,020,571 in
the comparable 2004 fiscal year. The decrease in revenues was due to the New
York City Department of Finance vacating the Company's Jowein building in
Brooklyn, New York in June 2004, and the tenant vacating the Levittown, New York
premises in September 2004, partially offset by the revenues from the Company's
leasing to two office tenants at its Bond Street building in Brooklyn, New York,
the leasing to three office tenants at its Jowein building in Brooklyn,
New York, and the leasing to a retail tenant at its Jamaica, New York building.
Real estate operating expenses in the current year decreased to $7,321,272
from $7,715,493 in the comparable 2004 year primarily due to decreases in rental
expense, insurance costs, maintenance costs, leasing commissions and licenses
and permits, partially offset by increases in real estate taxes, payroll costs,
and utility costs.
Administrative and general expenses in the current year decreased to
$2,764,210 from $2,771,106 in the comparable 2004 year primarily due to
decreases in medical costs and legal and professional costs, partially offset by
an increase in payroll costs.
Depreciation and amortization expense in the current year increased to
$1,464,883 from $1,317,522 in the comparable 2004 year primarily due to
depreciation on the additional improvements to the Jamaica, New York property,
the 9 Bond Street Brooklyn, New York property and the Jowein building in
Brooklyn, New York and acquisitions of the three parcels in Brooklyn, New York.
Interest expense and other expenses exceeded investment income by $641,232
in fiscal 2005 and by $293,984 in the comparable 2004 year. The increase was due
primarily to increased interest expense on the additional loans with banks, a
note payable from a director, a decrease in income due to the gains on the sale
of the Company's marketable securities in the 2004 year, and a decrease in
dividend income due to the sale of the Company's marketable securities,
partially offset by scheduled repayments of debt.
The income tax provision for the year ended July 31, 2005 is approximately
fifty percent of income before income taxes, compared to approximately forty-one
percent in the year ended July 31, 2004. The increase in the tax percent was
caused by the state and city tax provision in the year ended July 31, 2005 being
based on capital and in the year ended July 31, 2004, it was based on income.
FISCAL 2004 COMPARED TO FISCAL 2003
Net income for the year ended July 31, 2004 amounted to $1,135,466, or $.56
per share, compared to net income for the year ended July 31, 2003 of
$1,147,031, or $.57 per share.
Revenues in fiscal 2004 increased to $14,020,571 from $13,189,989 in the
comparable 2003 fiscal year. The increase was primarily due to the leasing of
two retail tenants at the Company's Jamaica, New York property, two office
tenants at the Company's 9 Bond Street building in Brooklyn, New York and two
office tenants at the Company's Jowein building in Brooklyn, New York.
Real estate operating expenses in fiscal 2004 increased to $7,715,493 from
$6,914,941 in the comparable 2003 year primarily due to increases in real estate
taxes, rental expense, payroll, maintenance, licenses and permits and leasing
commissions, partially offset by a decrease in insurance costs.
Administrative and general expenses in fiscal 2004 decreased to $2,771,106
from $2,929,578 in the comparable 2003 year primarily due to decreases in
payroll, insurance and legal costs.
Depreciation and amortization expense in fiscal 2004 increased to $1,317,522
from $1,201,119 in the comparable 2003 year primarily due to depreciation on the
additional improvements to the Jamaica, New York property, the 9 Bond Street
Brooklyn, New York property and the Jowein building in Brooklyn, New York.
19
<Page>
- --------------------------------------------------------------------------------
Interest expense and other expenses exceeded investment income by $293,984
in fiscal 2004 and by $328,329 in the comparable 2003 year. The decrease was due
primarily to scheduled repayments of debt, the gain on sales of the Company's
marketable securities and the loss on disposition of asset on a portion of the
Company's Fishkill, New York property which was recorded in the comparable 2003
year.
The bad debt recovery in the amount of $163,009 in the 2003 year relates to
a prior year's bad debt write-off of one of the retail tenants at the Jamaica,
New York property.
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 $522,897 at July 31, 2005.
In November 2004, the Company leased 24,109 square feet for retail use at
its Jamaica, New York property. The space was formerly a retail store which
vacated the property in March 2003. The Company divided the premises into three
retail stores. As of July 31, 2005, the Company has leased the entire 78,398
square feet to three tenants. Rent commenced in September 2003 for two tenants
and rent commenced in March 2005 for the other tenant.
In January 2005 and in March 2005, the Company leased 28,801 square feet and
15,000 square feet, respectively, for office use to two tenants at the Company's
Jowein building in Brooklyn, New York. This space was a portion of the space
previously leased to the City of New York Department of Finance, which vacated
the premises in June 2004. Rent commenced in May 2005 for one tenant and will
commence in October 2005 for the other tenant. In February 2005, the Company
also leased 4,320 square feet to an existing tenant at its 9 Bond Street
building in Brooklyn, New York. Rent commenced in April 2005.
The first mortgage loan balance on the Fishkill, New York property matured
on July 1, 2004, with a balloon payment due of $1,856,852. The Company on August
19, 2004, extended this mortgage with the bank. (See Note 3(e) to the
Consolidated Financial Statements).
The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000
multiple draw term loan. This loan finances seventy-five (75%) percent of the
cost of capital improvements for an existing lease to a tenant and capital
improvements to future tenant leases at the Company's Brooklyn, New York (Bond
Street building) and Fishkill, New York properties. The loan also refinances the
existing mortgage on the Company's Fishkill, New York property which matured on
July 1, 2004 (see Note 3(e) to the Consolidated Financial Statements). The
Company will have three and one-half years to draw down amounts under this loan.
The loan consists of: a) a permanent, first mortgage loan to refinance an
existing first mortgage loan affecting the Fishkill Property (the 'First
Permanent Loan') (see Note 3(e) to the Consolidated Financial Statements); b) a
permanent subordinate mortgage loan in the amount of $1,870,000 (the 'Second
Permanent Loan'); and c) multiple, successively subordinate building loans in
the amount of $8,295,274 ('Subordinate Building Loans'). The loan is structured
in two phases: 1) a forty-two month loan with payments of interest only at the
floating one month LIBOR rate plus 2.25% per annum, but not less than 3.40%; and
2) after the forty-two month period, the loan would convert to a seven-year (7)
permanent mortgage loan on a seventeen (17) year level amortization, plus
interest, at the option of the Company. The interest rate on the permanent loan
would be at a fixed rate equal to the Federal Home Loan Bank of New York's seven
year (7) fixed interest rate plus 2.25% per annum. As of August 19, 2004, the
Company refinanced the existing mortgage on the Company's Fishkill, New York
property, which balance was $1,834,726 and took down an additional $2,820,000
for capital improvements for two tenants at the Company's Bond Street building
in Brooklyn, New York. The outstanding balance as of July 31, 2005 was
$4,654,726.
The Company on October 1, 2004 purchased a one-quarter interest in a parcel,
which is part of its Brooklyn, New York properties. The parcel was leased to the
Company. The purchase price was $750,000.
The Company on November 4, 2004 purchased a one-third interest in a parcel,
which is part of its Brooklyn, New York properties. The parcel was leased to the
Company. The purchase price was $940,000.
20
<Page>
- --------------------------------------------------------------------------------
The Company on December 17, 2004 purchased a one-half interest in a parcel,
which is part of its Brooklyn, New York properties. The parcel was leased to the
Company. The purchase price was $1,500,000.
On December 15, 2004, the Company borrowed $1,000,000 from a director of the
Company, who is also a greater than 10% beneficial owner of the outstanding
common stock of the Company. The term of the loan is for a period of three (3)
years maturing on December 15, 2007, at an interest rate of 7.50% per annum. The
funds were used towards the purchase of a one-half interest in a parcel which is
part of the Company's Brooklyn, New York properties. The total purchase price
was $1,500,000 (see Note 13 to the Consolidated Financial Statements).
The Company on August 23, 2004 paid the total amount due on the loan to a
securities broker, which was $1,423,458.
The tenant at the Company's Levittown, New York property, whose lease
expired September 30, 2004, did not renew the lease and vacated the premises.
The annual loss in rental income from this tenant is approximately $350,000. The
Company is actively seeking, through brokers, tenants to occupy the vacated
space.
On February 18, 2005, the Company secured financing in the amount of
$1,700,000 from a bank whose president is a director of the Company. The loan
was used to finance the construction costs and brokerage commissions associated
with the leasing of 28,801 square feet for office use to a tenant at the
Company's Jowein building in Brooklyn, New York. The loan will be a multiple
draw loan for a period of five (5) years, and is self-amortizing at an interest
rate of 6.50% per annum. As of July 31, 2005, the Company drew down the
$1,700,000. (See Note 3(g) to the Consolidated Financial Statements).
The Company, on July 22, 2005, closed a loan with a bank for $1,200,000. The
loan will be used to finance the construction costs and brokerage commissions
associated with the leasing of 15,000 square feet for office use to a tenant at
the Company's Jowein building in Brooklyn, New York. The loan will be secured by
the assignment of lease of 15,000 square feet. The loan is for a period of five
(5) years and is self-amortizing, at an interest rate of prime plus 1.00% per
annum floating. (See Note 3(h) to the Consolidated Financial Statements).
The Company, in August 2005, entered into two lease agreements with an
existing tenant at the Company's 9 Bond Street building in Brooklyn, New York.
One lease agreement is for 12,000 square feet and will be used for offices and
the rent is anticipated to commence in March 2006. The other lease agreement is
for 2,505 square feet and will be used as part of the tenant's retail operation,
and rent will commence in November 2005.
The Company has been informed by a tenant, who occupies 47,100 square feet
of rental space at its Jamaica, New York property, that the tenant would not be
exercising its option to extend its lease agreement. The tenant will vacate the
premises upon the expiration of its lease agreement on January 31, 2006. The
annual loss in rental income to the Company will be approximately $575,000. The
Company is actively seeking, through brokers, tenants to occupy the space when
it is vacated.
The lease with the tenant that leased the entire premises at the Company's
Circleville, Ohio building, under a triple-net lease, lease extension and
modification expired September 30, 2005. The tenant has informed the Company
that it will enter into a further lease extension and modification agreement for
part of the premises, 75,000 square feet, for a period of five years, with a
right to cancel after three years, to expire on September 30, 2010. The Company
has engaged brokers to pursue tenants for the remaining 118,000 square feet of
space available for leasing.
On October 11, 2005, a tenant in our Jowein building filed for Chapter 11
protection. This tenant is expected to account for 6% of our projected annual
income for the year ended July 31, 2006. While we cannot ascertain what the
effect of this filing will be on the Company, cash flows would be adversely
affected by approximately $60,000 per month should the tenant vacate the
premises.
CONTRACTUAL OBLIGATIONS:
At July 31, 2005, the Company had certain contractual cash obligations, as
set forth in the following tables:
<Table>
<Caption>
Payment Due by Period
-----------------------------------------------------------------
Contractual Cash Less than 1 1-3 4-5 After 5
Obligations Total Year Years Years Years
----------- ----------- ----------- ----------- ---------- ----------
Mortgages payable................ $13,491,520 $1,015,173 $10,182,497 $2,273,850 $ 20,000
Note payable..................... 1,000,000 -- 1,000,000 -- --
Security deposits payable........ 991,339 66,998 33,553 258,496 632,292
Operating leases................. 8,391,657 1,189,188 2,565,376 2,109,718 2,527,375
----------- ---------- ----------- ---------- ----------
Total contractual cash
obligations.................... $23,874,516 $2,271,359 $13,781,426 $4,642,064 $3,179,667
----------- ---------- ----------- ---------- ----------
----------- ---------- ----------- ---------- ----------
</Table>
21
<Page>
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Prepaid Expenses: Expenditures for the year ended July 31, 2005 increased by
$154,306 compared to the period ended July 31, 2004, due to increases in real
estate taxes paid offset by decreases in insurance premiums paid.
Deferred Expenses: The Company had expenditures of $138,679 in the year
ended July 31, 2005 for costs incurred to obtain loan financing for renovations
to be performed at the Brooklyn, New York building (Bond Street building) to
accommodate new tenants and the refinancing of the existing mortgage on the
Company's Fishkill, New York property. The Company also had expenditures for
brokerage commissions in the amount of $611,371 relating to tenants at its
Jamaica, New York and Brooklyn, New York properties.
Payroll and Other Accrued Liabilities: The Company paid $582,537 for
commissions incurred in order to lease space at the Company's properties in the
year ended July 31, 2005. The original amount of the brokerage commissions was
$1,092,665. As of July 31, 2005, $898,177 had been paid. The Company incurred
additional brokerage commissions in the amount of $611,371 relating to four new
tenants, which is included in the $1,092,665, in the year ended July 31, 2005.
CASH FLOWS FROM INVESTING ACTIVITIES:
In addition to the acquisition of the 3 parcels in Brooklyn, New York for
$3,190,000 ($3,015,000 expended in fiscal 2005), the Company had the following
expenditures:
The Company had expenditures of $582,545 for the year ended July 31, 2005
for the renovation of 15,000 square feet for office space for a tenant at its
Jowein building in Brooklyn, New York. The cost of the project was $1,028,300
and was completed in September 2005.
The Company had expenditures of $1,559,732 for the year ended July 31, 2005
for the renovation of 28,801 square feet for office space for a tenant and the
renovation of the buildings lobby at its Jowein building in Brooklyn, New York.
The total cost of the project was $1,559,732. The project was completed in May
2005.
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowing: The Company secured financing from one of the Company's directors
in the principal amount of $1,000,000. (See Note 13 to the Consolidated
Financial Statements). The funds were used towards the purchase of a one-half
interest in a parcel, which is part of the Company's Brooklyn, New York
properties. The total purchase price was $1,500,000.
The Company also secured financing from a bank in the principal amount of
$2,820,000. (See Note 3(f) to the Consolidated Financial Statements).
The Company secured financing in the amount of $1,700,000 from a bank whose
president is a director of the Company. The loan was used to finance the
construction costs and brokerage commissions associated with the leasing of
28,801 square feet for office use to a tenant at the Company's Jowein building
in Brooklyn, New York. (See Note 3(g) to the Consolidated Financial Statements).
The Company, on July 22, 2005, closed a loan with a bank for $1,200,000. The
loan will be used to finance the construction costs and brokerage commissions
associated with the leasing of 15,000 square feet for office use to a tenant at
the Company's Jowein building in Brooklyn, New York. (See Note 3(h) to the
Consolidated Financial Statements).
Borrowing: Payable to securities broker -- The Company in the year ended
July 31, 2005, paid down, net of borrowing, $1,434,025 of the amount payable to
a securities broker.
Lease security: The Company increased tenant security deposits by $233,577
due to the leasing of space to tenants, three at the Company's Brooklyn, New
York properties, and one at its building in Jamaica, New York.
CONTROLS AND PROCEDURES:
The Company's management reviewed the Company's internal controls and
procedures and the effectiveness of these controls. As of July 31, 2005, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its Chief Executive Officer
and
22
<Page>
- --------------------------------------------------------------------------------
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
its periodic SEC filings.
There was no change in the Company's internal controls over financial
reporting or in other factors during the Company's last fiscal quarter that
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken.
Our accounting department is comprised of four persons. Due to such a
limited number of persons, a complete segregation of all of the duties as to
which the department is responsible is not possible. In order to make sure that
the inability to segregate all duties does not affect our timely and accurate
financial reporting, we need to remain vigilant in maintaining compensating
controls. These compensating controls will continue to be monitored in order to
assure us that our internal controls over financial reporting remain at a high
level despite the limited number of accounting department personnel.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(dollars in thousands except per share data)
<Table>
<Caption>
Three Months Ended
-----------------------------------------------------------------------
Oct. 31, 2004 Jan. 31, 2005 Apr. 30, 2005 July 31, 2005
------------- ------------- ------------- -------------
Revenues..................................... $3,157 $3,172 $3,177 $3,377
Revenues less expenses....................... 222 12 72 385
Net income................................... 115 36 43 154
Net income per common share.................. $ .06 $ .01 $ .02 $ .08
</Table>
<Table>
<Caption>
Three Months Ended
-----------------------------------------------------------------------
Oct. 31, 2003 Jan. 31, 2004 Apr. 30, 2004 July 31, 2004
------------- ------------- ------------- -------------
Revenues..................................... $3,320 $3,441 $3,490 $3,770
Revenues less expenses....................... 482 278 559 603
Net income................................... 281 148 274 432
Net income per common share.................. $ .14 $ .07 $ .14 $ .21
</Table>
Income per share is computed independently for each of the quarters presented on
the basis described in Note 1 to the Consolidated Financial Statements.
23
<Page>
- --------------------------------------------------------------------------------
COMMON STOCK AND DIVIDEND INFORMATION
Effective November 8, 1999, the Company's common stock commenced trading on
The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol:
'Mays'. Such shares were previously traded on The Nasdaq National Market.
Following is the sales price range per share of J.W. Mays, Inc. common stock
during the fiscal years ended July 31, 2005 and 2004:
<Table>
<Caption>
Sales Price
-----------------------
Three Months Ended High Low
------------------ ---- ---
October 31, 2004...................................... $14.100 $12.210
January 31, 2005...................................... 16.100 13.500
April 30, 2005........................................ 17.700 15.160
July 31, 2005......................................... 16.760 15.020
October 31, 2003...................................... $13.850 $13.000
January 31, 2004...................................... 14.200 13.250
April 30, 2004........................................ 14.400 13.200
July 31, 2004......................................... 14.390 13.060
</Table>
The quotations were obtained for the respective periods from the National
Association of Securities Dealers, Inc. There were no dividends declared in
either of the two fiscal years.
On September 16, 2005, the Company had approximately 3,500 shareholders of
record.
24
<Page>
J.W. MAYS, INC.
- --------------------------------------------------------------------------------
OFFICERS
<Table>
Lloyd J. Shulman Chairman of the Board, Chief Executive Officer and President
and Chief Operating Officer
Mark S. Greenblatt Vice President and Treasurer
Ward N. Lyke, Jr. Vice President and Assistant Treasurer
George Silva Vice President-Operations
Salvatore Cappuzzo Secretary
BOARD OF DIRECTORS
Mark S. Greenblatt(3),(5) Vice President and Treasurer, J.W. Mays, Inc.
Lance D. Myers(1),(3),(4),(5),(6) Partner, Holland & Knight LLP
Dean L. Ryder(2),(3),(4),(6) President, Putnam County National Bank
Jack Schwartz(1),(2),(3),(4),(6) Private Consultant
Lloyd J. Shulman(1),(3) Chairman of the Board, Chief Executive Officer and President
and Chief Operating Officer, J.W. Mays, Inc.
Sylvia W. Shulman(3) Retired
Lewis D. Siegel(2),(3),(4),(6) Senior Vice President-Investments, Smith Barney Citigroup
</Table>
COMMITTEE ASSIGNMENTS KEY:
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Investment Advisory Committee
(4) Member of Executive Compensation Committee
(5) Member of Disclosure Committee (Mr. Lyke is also a member)
(6) Member of Nominating Committee
FORM 10-K ANNUAL REPORT
Copies of the Company's Form 10-K Annual Report
to the Securities and Exchange Commission
for the fiscal year ended July 31, 2005,
will be furnished without charge to
shareholders upon written request
to: Secretary, J.W. Mays, Inc.,
9 Bond Street, Brooklyn, New York 11201-5805.
25