10-K - MAYS - Equibles

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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☒ ****	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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	For the fiscal year ended July 31, 2021
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-3647

J.W. MAYS, INC.(Exact Name of Registrant as Specified in Its Charter)

New York	11-1059070
State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification No.
9 Bond Street, Brooklyn, New York	11201
Address of Principal Executive Offices	Zip Code

Registrant’s telephone number, including area code 718 624-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	MAYS	NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $10,510,864 as of January 31, 2021 based on the average of the bid and asked price of the stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of September 6, 2021 was 2,015,780.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

	Part of Form 10-K
	in which the Document
Document	is incorporated
Annual Report to Shareholders for Fiscal Year Ended July 31, 2021	Parts I and II
Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders	Part III

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J.W. MAYS, INC. FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2021

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		Page
Part I
	Item 1. Business	1
	Item 1A. Risk Factors	1
	Item 1B. Unresolved Staff Comments	3
	Item 2. Properties	3
	Item 3. Legal Proceedings	8
	Item 4. Mine Safety Disclosures	8
Part II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
	Item 6. Selected Financial Data	9
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	9
	Item 8. Financial Statements and Supplementary Data	9
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
	Item 9A. Controls and Procedures	10
	Item 9B. Other Information	10
Part III
	Item 10. Directors, Executive Officers and Corporate Governance	11
	Item 11. Compensation	11
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
	Item 13. Certain Relationships and Related Transactions, and Director Independence	11
	Item 14. Principal Accounting Fees and Services	12
Part IV
	Item 15. Exhibits and Financial Statement Schedules	12
	Signatures	14

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PART I

ITEM 1. BUSINESS.

J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at Nine Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties, which are described in Item 2 “Properties”. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about future market conditions, operations and financial results. These statements are based on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ significantly from the results, performance or achievements discussed or implied in such forward-looking statements herein and in prior U. S. Securities and Exchange Commission (“SEC”) filings by the Company. The Company assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on which they were based.

Factors that could cause or contribute to such differences include, but are not limited to, changes in the competitive environment of the Company, general economic and business conditions, industry trends, changes in government rules and regulations and environmental rules and regulations. Statements concerning interest rates and other financial instrument fair values and their estimated contribution to the Company’s future results of operations are based upon market information as of a specific date. This market information is often a function of significant judgment and estimation. Further, market interest rates are subject to potential significant volatility.

ITEM 1A. RISK FACTORS.

Risks Relating to Ownership Structure

The controlling shareholder group may be able to vote its shares in favor of its interests that may not always coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a degree by the actions of the Board of Directors whose composition is made up of a majority of independent directors.

The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s common stock and which does business with the Company, as further described in the Notes to the Consolidated Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest shareholder have put in place some controls to reduce the effects of any perceived conflict of interest.

Certain conflicts of interest may be perceived by the relationship between the Company and its largest shareholder. Both entities have the same Chief Executive Officer, and certain management personnel work for both entities. Nevertheless, the Company’s Board of Directors (“Board”) is composed of a majority of independent directors. In 2005, in a case involving both entities, the Delaware Supreme Court in connection with an attempt to obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held that the actions of the Company’s Board were proper.

The Impact of COVID-19 on Our Results and Operations

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Throughout the United States and locally, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March 2020, the economic impacts became significant for the remainder of the year ended July 31, 2020.

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Beginning March 2020 and continuing through July 2021, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable. In limited circumstances, we have agreed to rent abatements and deferrals for certain tenants. We also continue to experience volatility in the valuation of our equity investments through July 31, 2021.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, income from operations, net income, earnings per share, cash provided by operating activities, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity nationally and in New York, NY, like other businesses, it could adversely affect our business operations and financial results through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; distribution of vaccines; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

Risks Related to Our Business

We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, we are subject to the following risks:

●	the continued threat of terrorism;
●	economic downturns, both on a national and on local scales;
●	loss of key personnel;
●	the availability, if needed, of additional financing;
●	the continued availability of insurance (in different types of policies) at reasonably acceptable rates;
●	the general burdens of governmental regulation, at the Local, State and Federal levels;
●	climate change;
●	cyber security; and
●	pandemics and the ongoing effects of COVID-19.

Risks Related to Real Estate Operations

Our investment in property development may be limited by increasing costs required to “fit up” property to be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and forsake opportunities that would be revenue producing until such time that we obtain the necessary financing of such ventures. This risk may be mitigated by our obtaining lines of credit and other financing vehicles, although such have significant limitations on the amounts that may be borrowed at any point in time.

We also may be subject to environmental liability as an owner or operator of properties. Many of our properties are old and when we need to fit up a property for a new tenant, we may find materials and the like that could be deemed to contain hazardous elements requiring remediation or encapsulation.

The impact of COVID-19 on demand for commercial real estate rental space has been significant. As online retail operations continued to expand nationwide during the pandemic, retailers are facing increased competition which reduces the need for the leasing of properties which is our business. Professionals working remotely during the pandemic has resulted in tenants’ careful evaluation of office space needs and a decline in demand of commercial office space rentals and increasing competition. The Company emphasizes retention of tenants over a long period of time which helps in difficult economic conditions. The Company also aggressively markets available space to tenants including governmental agencies, medical and educational institutions.

We try to lease our properties to tenants with adequate finances, but as a result of recent business downturns, even formerly financially strong tenants may be at risk. The Company mitigates risks of tenants with less than adequate finances by leasing our properties to multiple tenants where applicable in order to diversify the tenant base.

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Risks Related to our Investments

Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will help us finance our business operations. These investments may be subject to significant uncertainties and may not be successful for many reasons, including, but not limited to the following:

●	fluctuations in interest rates;
●	worsening of general economic and market conditions; and
●	adverse legal, financial and regulatory developments that may affect a particular business.

Risk Factors Summary

These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to take actions and do business in a way that reduces these “Risk Factors” or, at least, takes them into account when conducting its business. Nevertheless, some of these “Risk Factors” cannot be avoided so that the Company must also take actions and do business that negates the adverse effects that these may have on the Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the staff of the U. S. Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.

ITEM 2. PROPERTIES.

The table below sets forth certain information as to each of the properties currently operated by the Company:

		Approximate
Location		Square Feet
1.	Brooklyn, New York
	Fulton Street at Bond Street	380,000
2.	Brooklyn, New York
	Jowein building at Elm Place	201,000
3.	Jamaica, New York
	Jamaica Avenue at 169th Street	297,000
4.	Fishkill, New York
	Route 9 at Interstate Highway 84	203,000
		(located on
		14.6 acres	)
5.	Levittown, New York
	Hempstead Turnpike	10,000
		(located on
		75,800 square
		feet of land	)
6.	Massapequa, New York
	Sunrise Highway	133,400
7.	Circleville, Ohio
	Tarlton Road	193,350
		(located on
		11.6 acres	)
8.	Brooklyn, New York
	Truck bays, passage facilities and tunnel-Schermerhorn Street	17,000
	Building-Livingston Street	10,500

Properties are leased under long-term leases for varying periods, the longest of which extends to 2073, and in most instances renewal options are included. Reference is made to Notes 5 and 11 to the Consolidated Financial Statements contained in the 2021 Annual Report to Shareholders, incorporated herein by reference. Properties owned and subject to mortgage are the Brooklyn Fulton Street at Bond Street and Fishkill buildings.

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1.	Brooklyn, New York
	Fulton Street at Bond Street<br><br><br>90% of the property is owned by the Company and the remaining 10% of the property is leased by the Company under five separate leases. Expiration dates are as follows: 12/8/2043 (1 lease) which lease currently has one thirty-year renewal option through 12/8/2073, 4/30/31 (1 lease), and 4/30/2044 (3 leases).<br><br><br>The property is currently leased to twenty-three tenants of which eight are retail tenants, two are fast food restaurants, eleven occupy office space, one is a dental office and one is a medical office. Two tenants have leased in excess of 10% of the rentable square footage. One tenant is a department store (20.60%) and the other tenant occupies office space (15.06%).<br><br><br>In August 2020, a retail tenant who occupies 1,810 square feet at the Company’s Nine Bond Street, Brooklyn, New York building extended their lease until August 31, 2025.<br><br><br>In November 2020, the Company leased 5,300 square feet to a retail tenant. The tenant took occupancy in November 2020 and rental payments commenced in January 2021.<br><br><br>In April 2021, the Company leased 1,600 square feet to a retail tenant. Rent will commence in November 2021.<br><br><br>In July 2021, the Company leased 2,270 square feet to an office tenant. Rent will commence in September 2021. To accommodate this tenant, an existing office tenant surrendered 440 square feet.<br><br><br>It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	75.59%	7/31/2022		9	88,376	$	2,971,952		14.704
7/31/2018	75.26%	7/31/2023		1	63		11,000		.054
7/31/2019	75.65%	7/31/2024		2	1,840		97,035		.48
7/31/2020	70.07%	7/31/2025		1	3,080		126,000		.623
7/31/2021	62.31%	7/31/2026		2	15,261		687,693		3.402
		7/31/2028		2	8,467		411,514		2.036
		7/31/2030		3	87,067		2,393,514		11.842
		7/31/2031		1	5,350		254,762		1.260
		7/31/2032		2	28,218		1,074,538		5.316
				23	237,722	$	8,028,008		39.717
The Company uses 17,810 square feet of available space.<br><br> <br>As of July 31, 2021 the federal tax basis is $22,559,989 with accumulated depreciation of $13,557,945 for a net carrying value of $9,002,044. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.<br><br> <br>The real estate taxes for this property are $2,541,070 per year and the rate used is averaged at $11.227 per $100 of assessed valuation.<br><br><br> <br>Livingston Street<br><br> <br>The Company has a long-term lease with the City of New York and another landlord for a garage at Livingston Street opposite the Company’s Brooklyn Fulton Street at Bond Street Properties (“Properties”). The lease expires in 2043, with a renewal option to 2073. The garage includes truck bays and passage facilities through a tunnel to the Properties. The truck bays, passage facilities and tunnel, total approximately 17,000 square feet. The lease also includes a 20 x 75-foot land plot on which the Company constructed a building of six stories and basement annexed to the Properties.
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2.	Brooklyn, New York—Jowein building at Elm Place
	The building is owned. The property is currently leased to twelve tenants of which one is a retail store, one is a fast-food restaurant, two are for warehouse space and eight leases are for office space.<br><br> <br>In November 2020, the Company leased 23,000 square feet to an office tenant. The cost of renovations for this tenant will be approximately $500,000 and brokerage commissions will be $979,000. Occupancy and rental payments are anticipated in late 2021.<br><br> <br>In November 2020, the Company leased 5,500 square feet to a retail tenant. Occupancy and rental payments began in July 2021.<br><br> <br>It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	77.53%	7/31/2022		3	16,956	$	431,394		2.134
7/31/2018	84.22%	7/31/2023		2	16,760		595,945		2.948
7/31/2019	85.14%	7/31/2025		1	23,004		752,698		3.724
7/31/2020	73.22%	7/31/2028		1	5,600		151,018		.747
7/31/2021	72.54%	7/31/2030		1	30,816		950,745		4.704
		7/31/2031		1	5,500		67,550		.334
		7/31/2036		1	12,105		43,044		.213
		7/31/2037		1	17,425		624,179		3.088
		7/31/2059		1	19,437		137,201		.679
				12	147,603	$	3,753,774		18.571
	As of July 31, 2021 the federal tax basis is $7,550,837 with accumulated depreciation of $4,844,409 for a net carrying value of $2,706,428. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.<br><br> <br>The real estate taxes for this property are $772,959 per year and the rate used is averaged at $11.197 per $100 of assessed valuation.
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3.	Jamaica, New York—Jamaica Avenue at 169th Street
	Building, improvements and land (“property”) are leased from an affiliated company, principally owned by a director of the Company (“Landlord”). The lease expires May 31, 2030. Upon lease termination, all property included in operating lease right-of-use assets and leasehold improvements will be turned over to the landlord.<br><br><br><br> <br>The property is currently leased to nine tenants: four are retail tenants and five occupy office space. In April 2020, the Company extended its lease with its landlord until May 2030. Four tenants each occupy in excess of 10% of the rentable square footage: two retail stores occupy 15.86% and 17.66%, respectively; and two office tenants occupy 14.23% and 13.50%, respectively. Approximately 23,000 square feet of the building is available for lease. There are plans to renovate vacant space for office use upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.<br><br><br><br> <br>It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing the tenants maintain adequate finances.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	80.50%	7/31/2022		2	64,295	$	1,679,021		8.306
7/31/2018	79.99%	7/31/2023		2	40,109		1,115,246		5.518
7/31/2019	80.50%	7/31/2024		1	28,634		622,115		3.078
7/31/2020	80.51%	7/31/2025		1	147		24,000		.119
7/31/2021	80.41%	7/31/2026		1	6,095		173,252		.857
		7/31/2029		2	99,544		1,927,566		9.536
				9	238,824	$	5,541,200		27.414

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	Until the lease agreement terminates in 2030, the Company remains solely entitled to tax depreciation and other tax deductions relating to the buildings, improvements and maintenance of the property. As of July 31, 2021, the federal tax basis is $13,863,981 with accumulated depreciation of $9,397,487 for a net carrying value of $4,466,494. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.<br><br> <br>The real estate taxes for this property are $946,314 per year and the rate used is averaged at $11.250 per $100 of assessed valuation.
4.	Fishkill, New York—Route 9 at Interstate Highway 84
	The Company owns the entire property. In July 2019, the Company leased 47.000 square feet to a community college at its Fishkill, New York building, for a term of fifteen years with two five-year option periods. The tenant took occupancy in June 2020 and commenced payment of rent in September of 2020.<br><br><br><br> <br>There are approximately 156,000 square feet of the building available for lease. There are plans to renovate vacant space upon the execution of future leases to tenants, although no assurances can be made as to when or if such leases will be entered into.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	47.39%	8/31/2035		1	47,000	$	907,868		4.492
7/31/2018	47.39%
7/31/2019	45.42%
7/31/2020	21.48%
7/31/2021	20.42%
	As of July 31, 2021 the federal tax basis is $20,523,193 with accumulated depreciation of $15,122,512 for a net carrying value of $5,400,681. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.<br><br> <br>The real estate taxes for this property are $143,375 per year and the rate used is averaged at $3.186 per $100 of assessed valuation.
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5.	Levittown, New York—Hempstead Turnpike
	The Company owns the entire property. In October 2006, the Company entered into a lease agreement with a restaurant. The restaurant constructed a new 10,000 square foot building, which opened in May 2008. In October 2016, the restaurant extended its lease for an additional five years expiring May 3, 2023. Ownership of the building reverts to the Company at the conclusion of the leasing arrangement, currently May 3, 2023.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	100.00%	7/31/2023		Building	10,000	$	423,874		2.097
7/31/2018	100.00%			Land	75,800
7/31/2019	100.00%			1	85,800
7/31/2020	100.00%
7/31/2021	100.00%
	The real estate taxes for this property are $164,929 per year and the rate used is averaged at $775.888 per $100 of assessed valuation.
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6.	Massapequa, New York—Sunrise Highway
	The Company is the prime tenant of this leasehold. The lease expired May 14, 2009, and there was one renewal option for twenty-one years, which the Company exercised in April 2008. The leasehold is currently subleased to two tenants; one tenant occupies 113,400 square feet of the property, and the other tenant occupies 20,000 square feet of the property. The subleases expire in May 2030, with no renewal options.

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The Company in August 2019 leased 20,000 square feet of space to a fast food restaurant expiring in April 2030. Rent commenced in September 2020.
Occupancy		Lease Expiration				Rent
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Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	85.01%	7/31/2030		1	113,400	$	765,719		3.788
7/31/2018	90.63%	7/31/2030		1	20,000		37,500		.186
7/31/2019	85.01%				133,400	$	803,219		3.974
7/31/2020	85.01%
7/31/2021	93.75%
	The real estate taxes for this property are $225,476 per year and the rate used is averaged at $746.28 per $100 of assessed valuation.<br><br> <br>The Company does not own this property. Improvements to the property, if any, are made by tenants.
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7.	Circleville, Ohio—Tarlton Road
	The Company owns the entire property. The property is currently leased to two tenants. The tenants use these premises for warehouse and distribution facilities. One tenant’s lease agreement was executed for a five-year period, with a right to cancel after three years, for 75,000 square feet to November 11, 2010 at which time the tenant occupied 30,000 square feet on a month to month basis. In October 2013, the tenant signed a lease agreement for a five-year period to occupy 48,000 square feet and in May 2015 signed a modification of lease to occupy 72,000 square feet. In August 2016, this tenant signed a further modification of lease to occupy 84,000 square feet, which in December 2020 was extended for an additional three years to expire October 31, 2024. The other tenant’s lease agreement was executed in May 2015, for a five-year period effective June 1, 2015, and allows the tenant to have permanent space of 108,000 square feet. In April 2020, the tenant further extended the lease until May 31, 2023.
Occupancy		Lease Expiration				Rent
---	---	---	---	---	---	---	---	---	---
Year		Year	Number of		Area	Annual		Percentage of
Ended	Rate	Ended	Leases		Sq. Ft.	Rent		Gross Annual Rent
7/31/2017	99.04%	7/31/2023		1	108,000	$	414,931		2.052
7/31/2018	99.04%	7/31/2025		1	84,000		296,230		1.466
7/31/2019	99.10%			2	192,000	$	711,161		3.518
7/31/2020	99.30%
7/31/2011	99.30%
As of July 31, 2021 the federal tax basis is $4,466,746 with accumulated depreciation of $3,901,221 for a net carrying value of $565,525. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line and declining balance.<br><br> <br>The real estate taxes for this property are $38,186 per year and the rate used is averaged at $5.080 per $100 of assessed valuation.
---

In the opinion of management, all of the Company’s properties are adequately covered by insurance.

See Note 9 to the Consolidated Financial Statements contained in the 2021 Annual Report to Shareholders, which information is incorporated herein by reference, for information concerning the tenants, the rental income from which equals 10% or more of the Company’s rental income.

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ITEM 3. LEGAL PROCEEDINGS.

There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial Statements.

If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.

ITEM 4. MINE SAFETY DISCLOSURES.

None

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PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

COMMON STOCK 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. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

On September 6, 2021, the Company had approximately 800 shareholders of record.

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended July 31, 2021 we did not sell any unregistered securities.

RECENT PURCHASES OF EQUITY SECURITIES

During the fourth quarter of the year ended July 31, 2021, we did not repurchase any of our outstanding equity securities.

ITEM 6. SELECTED FINANCIAL DATA.

Not required.

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 23-29 of the Registrant’s 2021 Annual Report to Shareholders is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Registrant’s Consolidated Financial Statements, together with the report of Prager Metis CPA’S, LLC, independent registered public accounting firm, dated October 21, 2021, appearing on pages 3 through 22 of the Registrant’s 2021 Annual Report to Shareholders is incorporated herein by reference. With the exception of the aforementioned information and the information incorporated by reference in Items 2, 6, and 7 hereof, the 2021 Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are no disagreements between the Company and its accountants relating to accounting or financial disclosures. The information contained in our Forms 8-K filed on October 19, 2020 is incorporated by reference.

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ITEM 9A. CONTROLS AND PROCEDURES.

(A) EVALUATION OF DISCLOSURE 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, 2021, the Company carried out an evaluation, under the supervision of, and with the participation of the Company’s management, including its Chief Executive Officer and 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.

(B) CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.

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 is reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses noted, and therefore there were no corrective actions taken.

(C) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13(a)-15(f). Our internal control system has been designed to provide reasonable assurance to the Company’s management and its Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of our internal control over financial reporting as of July 31, 2021. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework published in 2013. Based on the Company’s assessments, we believe that, as of July 31, 2021, its internal control over financial reporting is effective based on these criteria.

This Form 10-K Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the permanent exemption for smaller reporting company filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley Act of 2002.

ITEM 9B. OTHER INFORMATION.

Reports on Form 8-K - Two reports on Form 8-K were filed by the Company during the three months ended July 31, 2021.

Item reported - The Company reported its financial results for the three and nine months ended April 30, 2021.

Date of report filed - June 10, 2021.

Item reported - The Company reported the death of a director, Mr. Jack Schwartz.

Date of report filed - June 30, 2021.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information relating to directors of the Company is contained in the Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Executive Officers of the Registrant

The following information is furnished with respect to each Executive Officer of the Registrant (each of whose position is reviewed annually but each of whom has a three-year employment agreement, effective August 1, 2011 and renewed August 1, 2014, August 1, 2017 and August 1, 2020).

			First Became
		Business Experience During	Such Officer
Name	Age	the Past Five Years	or Director
Lloyd J. Shulman	79	President	November, 1978
		Co-Chairman of the Board
		and President	June, 1995
		Chairman of the Board
		and President	November, 1996
		Director	November, 1977
Mark S. Greenblatt	67	Vice President	August, 2000
		Treasurer	August, 2003
		Director	August, 2003
		Assistant Treasurer	November, 1987
Ward N. Lyke, Jr.	70	Vice President	February, 1984
		Assistant Treasurer	August, 2003
George Silva	71	Vice President	March, 1995

All of the above mentioned officers have been appointed as such by the directors and have been employed as Executive Officers of the Company during the past five years.

ITEM 11. COMPENSATION.

The information required by this item appears under the heading “Compensation” in the Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item appears under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item appears under the headings “Compensation” “Certain Transactions,” and “Board Interlocks and Insider Participation” in the Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders and such information is incorporated herein by reference.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth the fees paid by the Company (on a cash basis) to its independent registered public accounting firm, Prager Metis CPA’S, LLC, for the fiscal years 2021 and 2020.

	Fiscal Year
	2021		2020
Audit fees	$	170,000	$	165,000
Audit related fees		11,000		10,500
Tax fees		45,000		66,310
Total Fees	$	226,000	$	241,810

Audit Fees for fiscal year 2021 and fiscal year 2020 were for professional services rendered for the audits of the consolidated financial statements of the Company, interim quarterly reviews of Form 10-Q information and assistance with the review of documents filed with the U. S. Securities and Exchange Commission.

Audit related fees for fiscal year 2021 and fiscal 2020 consist of consultations concerning financial accounting and reporting standards.

Tax fees for fiscal year 2021 and fiscal year 2020 were for services related to tax compliance and preparation of federal, state and local corporate tax returns and audit of real estate tax matters.

The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging accountants for any services.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:
1.	The Consolidated Financial Statements and report of Prager Metis CPA’S, LLC, independent registered public accounting firm, dated October 21, 2021, set forth on pages 3 through 23 of the Company’s 2021 Annual Report to Shareholders.
2.	See accompanying Index to the Company’s Consolidated Financial Statements and Schedules.
3.	Exhibits:
	(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable.
	(3)	Articles of incorporation and by-laws:
		(i)	Certificate of Incorporation and certificate of amendment.
		(ii)	By-laws, as amended — incorporated by reference.
	(4)	Instruments defining the rights of security holders, including indentures—see Exhibit (3) above.
	(9)	Voting trust agreement—not applicable.
	(10)	Material contracts: The J.W. Mays, Inc. Retirement Plan and Trust, Summary Plan Description, effective August 1, 2015.
	(11)	Statement re computation of per share earnings—not applicable.
	(12)	Statement re computation of ratios—not applicable.
	(13)	Annual Report to security holders.
	(14)	Code of ethics—not applicable.

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(18)	Letter re change in accounting principles—not applicable.
(21)	Subsidiaries of the registrant.
(22)	Published report re matters submitted to vote of security holders—not applicable.
(24)	Power of attorney—none.
(28)	Information from reports furnished to state insurance regulatory authorities—not applicable.
(31)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.1—Chief Executive Officer
	31.2—Chief Financial Officer
(32)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sec. 1350.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		J.W. MAYS, INC.
		(Registrant)
October 21, 2021	By:	LLOYD J. SHULMAN
		Lloyd J. Shulman
		Chairman of the Board
		Principal Executive Officer
		President
		Principal Operating Officer
October 21, 2021	By:	MARK S. GREENBLATT
		Mark S. Greenblatt
		Vice President and Treasurer
		Principal Financial Officer
October 21, 2021	By:	WARD N. LYKE, JR.
		Ward N. Lyke, Jr.
		Vice President
		and Assistant Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature	Title	Date
LLOYD J. SHULMAN	Chairman of the Board, Chief Executive	October 21, 2021
Lloyd J. Shulman	Officer, President, Chief Operating
	Officer and Director
MARK S. GREENBLATT	Vice President, Treasurer and Director	October 21, 2021
Mark S. Greenblatt
ROBERT L. ECKER	Director	October 21, 2021
Robert L. Ecker
STEVEN GURNEY-GOLDMAN	Director	October 21, 2021
Steven Gurney-Goldman
JOHN J. PEARL	Director	October 21, 2021
John J. Pearl
DEAN L. RYDER	Director	October 21, 2021
Dean L. Ryder

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INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES

Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal year ended July 31, 2021, which are incorporated herein by reference:

Report of Independent Registered Public Accounting Firms (pages 22-23)

Consolidated Balance Sheets (page 3)

Consolidated Statements of Operations (page 4)

Consolidated Statement of Changes in Shareholders’ Equity (page 5)

Consolidated Statements of Cash Flows (page 6)

Notes to Consolidated Financial Statements (pages 7-19)

Financial Statement Schedules

Real Estate and Accumulated Depreciation (page 20)

Report of Management (page 21)

All other schedules for which provision is made in the applicable regulations of the U. S. Securities and Exchange Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted.

The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the Company is primarily an operating company and its subsidiaries are wholly-owned.

____________________

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EXHIBIT INDEX TO FORM 10-K

(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable
(3)	(i)	Certificate of incorporation and certificate of amendment
	(ii)	By-laws, as amended — incorporated by reference
(4)	Instruments defining the rights of security holders, including indentures—see Exhibit (3) above
(9)	Voting trust agreement—not applicable
(10)	Material contracts—Retirement Plan and Trust, Summary Plan Description
(11)	Statement re computation of per share earnings—not applicable
---	---
(12)	Statement re computation of ratios—not applicable
(13)	Annual Report to security holders
(14)	Code of ethics—not applicable
(18)	Letter re change in accounting principles—not applicable
(21)	Subsidiaries of the Registrant
(22)	Published report re matters submitted to vote of security holders—not applicable
(24)	Power of attorney—none
(28)	Information from reports furnished to state insurance regulatory authorities—not applicable
(31)	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2
	31.1—Chief Executive Officer
	31.2—Chief Financial Officer
(32)	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
EX-101.INS	XBRL INSTANCE DOCUMENT
---	---
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EXHIBIT 13

J.W. MAYS, INC.
	Annual Report
	2021
	Year Ended July 31, 2021

J.W. MAYS, INC.

Contents	Page No.
The Company	2
Message to Shareholders	2
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Changes in Shareholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7-19
Real Estate and Accumulated Depreciation (Schedule III)	20
Report of Management	21
Report of Independent Registered Public Accounting Firm	22-23
Management’s Discussion and Analysis of Financial Condition and Results of Operations	24-29
Controls and Procedures	29
Common Stock Information	30
Officers and Directors	30

Executive Offices9 Bond Street, Brooklyn, N.Y. 11201-5805

Transfer Agent and RegistrarAmerican Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, N.Y. 11219

Special CounselHolland & Knight LLP 31 West 52^nd^Street New York, N.Y. 10019

Independent Registered Public Accounting FirmPrager Metis CPA’S, LLC 401 Hackensack Avenue Hackensack, NJ, 07601

Annual MeetingThe Annual Meeting of Shareholders will be held on Tuesday, November 23, 2021, at 10:00 A.M., Eastern Standard time, at J.W. MAYS, INC., 9 Bond Street, Brooklyn, New York.

J.W. MAYS, INC.

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 portions of these properties are 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, 2021.

J.W. MAYS, INC.

TO OUR SHAREHOLDERS:

In fiscal 2021, our revenues from operations were $20,212,879 compared to $19,531,846 in the 2020 fiscal year. Net income for fiscal 2021 was $398,032, or $.20 per share. This compares to net loss of $(906,005), or $(.45) per share, for fiscal 2020. Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Although the adverse economic effects to our Company of the COVID-19 pandemic have been significant, we have accomplished the following during fiscal 2021 to better position the Company when the economy and specifically the commercial real estate market begins to rebound:

●	having the community college that leased 47,000 square feet of space in our Fishkill, New York building take occupancy in June 2020 and commenced paying rent in September 2020;
●	entering into lease agreements with five new tenants at our Nine Bond Street, and Jowein buildings in Brooklyn, New York;

On May 26, 2021, the Small Business Administration (“SBA”) authorized full forgiveness of the Company’s Paycheck Protection Program (“PPP”) loan in the amount of $722,726. Such proceeds were recorded as a full reduction of the note payable and extinguishment of debt income in the three months and year ending July 31, 2021.

Our long term strategy of pursuing and entering into leases with governmental agencies, health care providers and corporate tenants, as well as being able to partner with a significant educational institution such as the one which is located in our Fishkill building, and our ability to retain a significant majority of our tenants over a long period of time, should serve our Company well as we move forward from the effects of the COVID-19 pandemic.

I still believe our Company will be able to move forward from these challenging economic times. I specifically want to thank Mays’ personnel and our Board colleagues for their ongoing commitment and support, our shareholders for their continuing belief in our Company and its future and our tenants for their continuing loyalty to our Company. We will certainly miss our Board colleague Mr. Jack Schawartz, who passed away on June 27, 2021, and his thirty-five years of dedicated service to the Company.

Lloyd J. Shulman Chairman, President and Chief Executive Officer

October 21, 2021

J.W. MAYS, INC.

CONSOLIDATED BALANCE SHEETSJuly 31, 2021 and 2020


ASSETS			2020
Property and Equipment-at cost:
Land	6,067,805		$	6,067,805
Buildings held for leasing:
Buildings, improvements and fixtures	74,547,096			73,271,398
Construction in progress	2,244,959			1,266,723
	76,792,055			74,538,121
Accumulated depreciation	(34,793,458	)		(33,007,989	)
Buildings - net	41,998,597			41,530,132
Property and equipment-net	48,066,402			47,597,937
Cash and cash equivalents	1,552,389			3,260,135
Restricted cash	882,330			1,143,666
Receivables, net	2,416,769			2,219,946
Marketable securities	3,901,093			3,744,905
Prepaids and other assets	2,384,727			2,389,582
Deferred charges, net	3,739,243			2,986,648
Operating lease right-of-use assets	34,566,169			37,077,038
TOTAL ASSETS	97,509,122		$	100,419,857
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Mortgages payable	7,518,777		$	8,627,965
Note payable	—			722,726
Accounts payable and accrued expenses	2,632,905			2,771,540
Security deposits payable	834,470			809,652
Operating lease liabilities	27,840,930			29,044,966
Deferred income taxes	4,582,000			4,741,000
Total liabilities	43,409,082			46,717,849
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
Retained earnings	49,863,350			49,465,318
	55,387,892			54,989,860
Common stock held in treasury, at cost - 162,517 shares at July 31, 2021 and July 31, 2020	(1,287,852	)		(1,287,852	)
Total Shareholders’ Equity	54,100,040			53,702,008
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	97,509,122		$	100,419,857

All values are in US Dollars.

See Notes to Accompanying Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended July 31,
	2021			2020
Revenues
Rental income	$	20,212,879		$	19,531,846
Total revenues		20,212,879			19,531,846
Expenses
Real estate operating expenses		14,306,967			14,024,623
Administrative and general expenses		4,958,227			5,085,360
Depreciation		1,785,468			1,661,280
Total expenses		21,050,662			20,771,263
Loss from operations		(837,783	)		(1,239,417	)
Other income and interest expense
Investment income		173,548			145,561
Change in fair value of marketable securities		446,126			35,372
Interest expense		(265,585	)		(202,521	)
Extinguishment of debt		722,726			—
		1,076,815			(21,588	)
Income (loss) before income tax		239,032			(1,261,005	)
Income tax provision (benefit)		(159,000	)		(355,000	)
Net income (loss)	$	398,032		$	(906,005	)
Income (loss) per common share, basic and diluted	$	.20		$	(0.45	)
Dividends per share	$	—		$	—
Average common shares outstanding, basic and diluted		2,015,780			2,015,780

See Notes to Accompanying Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

			Additional					Common
	Common		Paid In		Retained			Stock Held in
	Stock		Capital		Earnings			Treasury			Total
Balance at July 31, 2019	$	2,178,297	$	3,346,245	$	50,371,323		$	(1,287,852	)	$	54,608,013
Net loss, year ended July 31, 2020		—		—		(906,005	)		—			(906,005	)
Balance at July 31, 2020		2,178,297		3,346,245		49,465,318			(1,287,852	)		53,702,008
Net income, year ended July 31, 2021		—		—		398,032			—			398,032
Balance at July 31, 2021	$	2,178,297	$	3,346,245	$	49,863,350		$	(1,287,852	)	$	54,100,040

See Notes to Accompanying Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended July 31,
	2021			2020
Cash Flows From Operating Activities:
Net income (loss)	$	398,032		$	(906,005	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt expense		236,000			255,060
Provision (Benefit) for deferred income tax		(159,000	)		(355,000	)
Disposition of property and equipment		—			40,992
Net realized and unrealized (gain) on sale of marketable securities		(519,909	)		(63,918	)
Depreciation		1,785,468			1,661,280
Amortization of deferred charges		385,967			297,887
Operating lease expense in excess of cash payments		1,306,833			1,209,357
Deferred finance costs included in interest expense		38,112			31,991
Extinguishment of debt		(722,726	)		—
Deferred charges		(1,138,562	)		(708,713	)
Changes in Operating Assets and Liabilities:
Receivables		(432,823	)		(394,708	)
Prepaids and other assets		4,855			(229,881	)
Accounts payable and accrued expenses		(138,635	)		805,160
Security deposits payable		24,818			(72,963	)
Net cash provided by operating activities		1,068,430			1,570,539
Cash Flows From Investing Activities:
Acquisition of property and equipment		(2,253,933	)		(6,361,240	)
Marketable securities:
Receipts from sales		960,597			621,161
Payments for purchases		(596,876	)		(721,921	)
Net cash (used) in investing activities		(1,890,212	)		(6,462,000	)
Cash Flows From Financing Activities:
Proceeds from borrowings - mortgage and other debt		—			4,866,806
Payments - mortgages		(1,147,300	)		(603,068	)
Mortgage financing costs paid		—			(232,200	)
Net cash (used) provided by financing activities		(1,147,300	)		4,031,538
Net decrease in cash, cash equivalents and restricted cash		(1,969,082	)		(859,923	)
Cash, cash equivalents and restricted cash at beginning of year		4,403,801			5,263,724
Cash, cash equivalents and restricted cash at end of year	$	2,434,719		$	4,403,801

See Notes to Accompanying Consolidated Financial Statements.

J.W. MAYS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization

J.W. Mays, Inc. (the “Company” or “Registrant”) with executive offices at 9 Bond Street, Brooklyn, New York 11201, operates a number of commercial real estate properties in New York and one building in Ohio. The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, a New York corporation and its subsidiaries (J. W. M. Realty Corp. and Dutchess Mall Sewage Plant, Inc.), which are wholly-owned. Material intercompany items have been eliminated in consolidation.

The Impact of COVID-19 on Our Results and Operations

Use of Estimates

The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, incremental borrowing rates and recognition of renewal options for operating lease right-of-use assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation, impairment analysis of long-lived assets, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.

As of July 31, 2021, the impact of COVID-19 continues to evolve. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, our estimates may change materially in future periods.

Restricted Cash

Restricted cash primarily consists of cash held in bank accounts for tenant security deposits and other amounts required under certain loan agreements.

Marketable Securities

The Company’s marketable securities consist of investments in equity securities. 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 changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

The Company follows GAAP which establishes a fair value hierarchy that prioritizes the valuation techniques and creates the following three broad levels, with Level 1 valuation being the highest priority:

Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange).

Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active).

Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available.

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at July 31, 2021 and 2020.

Equity securities are valued at the closing price reported on the active market on which the individual securities are traded that the Company has access to.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Company are deemed to be actively traded.

In accordance with the provisions of Fair Value Measurements, the following are the Company’s financial assets measured on a recurring basis presented at fair value.

	Fair value measurements at reporting date
Description	July 31, 2021		Level 1		Level 2		Level 3		July 31, 2020		Level 1		Level 2		Level 3
Assets:
Marketable securities	$	3,901,093	$	3,901,093	$	–	$	–	$	3,744,905	$	3,744,905	$	–	$	–

Accounts Receivable

Generally, rent is due from tenants at the beginning of the month in accordance with terms of each lease. Based upon its periodic assessment of the quality of the receivables, management uses its historical knowledge of the tenants and industry experience to determine whether a reserve or write-off is required. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectibility become known. Collectibility issues include late rent payments, circumstances when a tenant indicates their intention to vacate the property without paying, or when tenant litigation or bankruptcy proceedings are not expected to result in full payment. Management also assesses collectibility by reviewing accounts receivable on an aggregate basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers past due status and a tenant’s payment history. We also consider current market conditions and reasonable and supportable forecasts of future economic conditions. Our assessment considers business and market disruptions caused by COVID-19. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for uncollectible accounts receivables in future periods.

Primarily because of the effects of COVID-19, the Company recorded an allowance for uncollectible receivables as of July 31, 2021 and 2020 in the amount of $318,000 and $82,000, respectively, as an offset to receivables.

Activity in the allowance for uncollectible receivables for each period follows:

	Allowance for
	Uncollectible
	Accounts Receivable						Bad Debt Expense
	Period Ended July 31						Period Ended July 31
	2021			2020			2021		2020
Beginning balance	$	82,000		$	–		$	–	$	–
Charge-offs		254,000			423,232			236,000		596,292
Recoveries		(18,000	)		(91,840	)		–		(91,840	)
Rent Abatements reclassified to reduce rental income		–			(249,392	)		–		(249,392	)
Ending Balance	$	318,000		$	82,000		$	236,000	$	255,060

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 life of the lease. Lives used to determine depreciation and amortization are generally as follows:

Buildings and improvements	18-40 years
Improvements to leased property	3-10 years
Fixtures and equipment	7-12 years
Other	3-5 years

Maintenance, repairs, renewals and improvements of a non-permanent nature are charged to expense when incurred. Expenditures for additions and major renewals or improvements are capitalized along with the associated interest cost during construction. The cost of assets sold or retired, and the accumulated depreciation or amortization thereon are eliminated from the respective accounts in the year of disposal, and the resulting gain or loss is credited or charged to income. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life.

Company renovations at its Fishkill, New York building aggregated $1,194,351 and $5,382,193 for the years ended July 31, 2021 and 2020, respectively, primarily related to tenant improvements for space leased to a community college, new elevators, lobbies, and a façade.

Company renovations at its Jowein building in Brooklyn, New York aggregated $673,867 and $221,442 for the years ended July 31, 2021 and 2020, respectively, primarily related to roof work, new tenant improvements and an elevator upgrade.

Stairwell and sidewalk upgrades at the Company’s Jamaica, New York building aggregated $241,241 for the year ended July 31, 2021. Elevator upgrade work and new tenant improvements for the year ended July 31, 2020 at the Company’s Jamaica building were $443,881.

Elevator upgrades aggregated $289,699 for the year ended July 31, 2020 at the Company’s 9 Bond Street building in Brooklyn, New York.

Impairment

The Company reviews property and equipment and related lease intangibles for possible impairment when certain events or changes in circumstances indicate the carrying amount of the asset may not be recoverable though operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. As of July 31, 2021 and 2020, the Company has determined there was no impairment of its property and equipment.

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. If a lease is terminated early, such costs are expensed.

Leases – Lessor Revenue

The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09 (Topic 606) Revenue from Contracts with Customers. Rental income is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables are included in accounts receivable and represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, are recognized in the period when the lease modification is signed. At the time of the lease modification, we assess the realizability of any accrued but unpaid rent and amounts that had been recognized as revenue in prior periods. As lessor, we have elected to combine the lease components (base rent), non-lease components (reimbursements of common area maintenance expenses) and reimbursements of real estate taxes and account for the components as a single lease component in accordance with ASC 842. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned.

Leases – Lessee

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Taxes

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, reserves and net operating loss carry forwards which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of unrealized gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation. Deferred tax assets and liabilities are offset for each jurisdiction and are presented net on the balance sheet.

The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of tax returns by federal, state or city tax authorities. Financial statement effects on tax positions are recognized in the period in which it is more likely than not that the position will be sustained upon examination, the position is effectively settled or when the statute of limitations to challenge the position has expired. Interest and penalties, if any, related to unrecognized tax benefits are recorded as interest expense and administrative and general expenses, respectively.

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 years 2021 and 2020.

Reclassification

As of July 31, 2020, the Company changed its balance sheet presentation from classified to unclassified to more generally conform with norms in the real estate industry. Many of the reclassifications relate to this change in presentation and had no effect on net income or loss.

Recently adopted accounting standards:

In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 is intended to increase transparency and comparability among organizations in accounting for leasing arrangements. This guidance establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842”, which provides amendments and clarification to ASU 2016-12 based on the FASB’s interaction with stakeholders. In July 2018, the FASB issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements”, which amends Leases (Topic 842) to (i) add an optional transition method that would permit entities to apply the new requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption, and (ii) provide a practical expedient for lessors regarding the separation of the lease and non-lease components of a contract. In December 2018, the FASB issued ASU No. 2018-20, “Leases (Topic 842) Narrow-Scope Improvement for Lessors,” which clarifies how to apply the leases standard when accounting for sales taxes and other similar taxes collected from lessees, certain lessor costs, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842) Codification Improvements”, which provides amendments for issues brought to the Board’s attention through its interactions with stakeholders. The issues identified are as follows: (1) Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers, (2) Presentation on the statement of cash flows-sales-type and direct financing leases, and (3) Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. These standards are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The new standards were adopted by the Company for the fiscal year beginning August 1, 2019. Upon adoption of Topic 842, the Company elected the following practical expedients:

1.	The Company applied the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the initial period of adoption. Upon adoption on August 1, 2019, the Company did not have an adjustment to opening retained earnings.
2.	As lessee and lessor, the Company has elected not to reassess lease classifications and all leases will continue to be classified as operating leases under the new standard.

As a result of the adoption of the new lease accounting guidance, the Company recognized on August 1, 2019:

●	Operating lease right-of-use assets of $27.1 million.
●	Operating lease liabilities of approximately $17.9 million, based on the net present value of remaining minimum rental payments, discounted using the Company’s incremental borrowing rate of 3.88%.
●	The initial recording of operating lease right-of-use assets of $27.1 million includes adjustments of approximately $10.2 million primarily relating to building and improvements, net of accumulated depreciation, required pursuant to a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). Upon lease termination in 2030, the building and all improvements will be turned over to the landlord as property owner.
●	The initial operating lease liability of $17.9 million includes an adjustment of remaining accrued rent of approximately $.95 million.
●	The Company’s lessor accounting remains similar under Topic 842 but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). Upon adoption of the lease standards on August 1, 2019, changes in accounting for the Company’s lease revenue as lessor were not significant.

In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC Topic 842, Leases (“ASC 842”). The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as lease modifications under certain conditions. Entities making the election will continue to recognize rental revenue on a straight-line basis for qualifying concessions. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to accounts receivable during the deferral period with no impact on rental revenue recognition. The Company elected this policy for the year ended July 31, 2020. Rent abatements and deferrals resulting from COVID-19 aggregated $22,628 and $245,000 for the year ending July 31, 2021 and $433,517 and $459,429, for the year ending July 31, 2020, respectively.

2. MARKETABLE SECURITIES:

As of July 31, 2021 and 2020, the Company’s marketable securities were classified as follows:

	July 31, 2021									July 31, 2020
			Gross		Gross							Gross		Gross
			Unrealized		Unrealized			Fair				Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available-for-sale:
Mutual funds	$	984,869	$	619,972		$	—	$	1,604,841	$	1,077,493	$	297,064		$	—	$	1,374,557
Corporate equity
securities		1,355,961		940,291			—		2,296,252		1,553,275		823,010			5,937		2,370,348
	$	2,340,830	$	1,560,263		$	—	$	3,901,093	$	2,630,768	$	1,120,074		$	5,937	$	3,744,905

Investment income for the years ended July 31, 2021 and 2020 consists of the following:

	2021		2020
Interest income	$	850	$	20,446
Dividend income		98,915		96,569
Gain on sale of marketable securities		73,783		28,546
Total	$	173,548	$	145,561

3. LONG-TERM DEBT—MORTGAGES:

			Years Ended July 31,
	Current
	Annual	Final
	Interest	Payment
	Rate	Date	2021			2020
Mortgage:
Bond St. land and building, Brooklyn, NY (1)	4.375%	12/1/2024	$	3,817,450		$	4,829,832
Fishkill land and building (2)	3.980%	4/1/2025		3,832,182			3,967,100
Deferred financing costs				(130,855	)		(168,967	)
Total			$	7,518,777		$	8,627,965
(1)	In November 2019, the Company refinanced the remaining balance of a $6,000,000, 3.54% interest rate loan with another bank for $5,255,920 plus an additional $144,080 for a total of $5,400,000. The interest rate on the new loan is fixed at 4.375%. The loan is self-liquidating over a period of five years and secured by the Nine Bond Street land and building in Brooklyn, New York.
---	---
(2)	In March 2020, the Company obtained a loan with a bank in the amount of $4,000,000 to finance renovations and brokerage commissions relating to space leased to a community college at the Fishkill, New York building. The loan is secured by the Fishkill, New York land and building; amortized over a 20-year period with an interest rate of 3.98% and is due in five years.
	Maturities of long-term mortgages outstanding at July 31, 2021 are as follows:
Year Ended July 31:	Amount
---	---	---	---
2022	$	1,198,600
2023		1,252,196
2024		1,308,071
2025		3,890,765
Subtotal		7,649,632
Deferred financing costs		(130,855	)
Total	$	7,518,777

The carrying value of the property collateralizing the above debt is $33,528,932 at July 31, 2021.

4. NOTE PAYABLE:

In April 2020, the Company obtained a $722,726 loan, with an interest rate of .98% per annum, issued by a bank through the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”) under Division A. Title I of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act’’). On May 26, 2021, the SBA authorized full forgiveness of the Company’s PPP loan in the amount of $722,726, plus accrued interest. Such proceeds were recorded as a full reduction of the note payable and extinguishment of debt income in the year ending July 31, 2021.

5. OPERATING LEASES:

Lessor

The Company leases office and retail space to tenants under operating leases in commercial buildings. The rental terms range from approximately 5 to 49 years. The leases provide for the payment of fixed base rent payable monthly in advance as well as reimbursements of real estate taxes and common area costs. The Company has elected to account for lease revenues and the reimbursements of common area costs as a single component included as rental income in our consolidated statements of operations.

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

	Years Ended July 31,
	2021		2020
Base rent - fixed	$	18,355,925	$	17,392,398
Reimbursements of common area costs		751,618		781,119
Non-lease components (real estate taxes)		1,105,336		1,358,329
Rental income	$	20,212,879	$	19,531,846

Rental income for each of the fiscal years 2021 and 2020 is as follows:

	Years Ended July 31,
	2021		2020
Minimum rentals
Company owned property	$	11,798,456	$	10,940,491
Leased property		6,557,469		6,451,907
		18,355,925		17,392,398
Contingent rentals
Company owned property		1,237,614		1,454,827
Leased property		619,340		684,621
		1,856,954		2,139,448
Total	$	20,212,879	$	19,531,846

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

	Company
	Owned		Leased
Year Ended July 31,	Property		Property		Total
2022	$	11,118,307	$	4,934,146	$	16,052,453
2023		9,790,555		3,252,460		13,043,015
2024		7,779,932		2,968,843		10,748,775
2025		7,411,636		2,583,441		9,995,077
2026		6,562,590		2,448,958		9,011,548
After 2026		33,453,204		7,336,769		40,789,973
Total	$	76,116,224	$	23,524,617	$	99,640,841

Lessee

The Company’s real estate operations include leased properties under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2073, including options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements.

Effective April 1, 2020, four of the Company’s property leases were extended. The effect of these lease extensions on the measurement of operating lease right-of-use assets, liabilities and rent expense follows:

	Operating		Operating		Monthly
	Lease Right-		Lease		Rent
	of-Use-Asset		Liability		Expense
Upon initial adoption, August 1, 2019	$	27,104,937	$	17,863,507	$	249,955
After various lease extensions through April 30, 2020	$	37,698,819	$	29,326,365	$	277,570

Operating lease costs for leased real property was exceeded by sublease rental income from the Company’s real estate operations as follows:

	Years Ended July 31,
	2021			2020
Sublease income	$	7,176,809		$	7,136,528
Operating lease cost		(4,767,660	)		(4,517,273	)
Excess of sublease income over lease cost	$	2,409,149		$	2,619,255

As of July 31, 2021, our operating leases had a weighted average remaining lease term of 17.37 years and a weighted average discount rate of 2.87%.

	Years Ended July 31,
	2021		2020
Other information:
Operating cash flows from operating leases	$	2,024,246	$	1,931,545

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of July 31, 2021:

	Operating
Year ended July 31	Leases
2022	$	2,116,363
2023		2,132,944
2024		2,150,128
2025		2,167,284
2026		2,223,672
Thereafter		25,327,631
Total undiscounted cash flows		36,118,022
Less: present value discount		(8,277,092	)
Total Lease Liabilities	$	27,840,930

6. INCOME TAX:

Income taxes provided for the years ended July 31, 2021 and 2020 consist of the following:

	2021			2020
Current:
Federal	$	—		$	—
Deferred taxes (benefit):
Federal		(108,000	)		(247,000	)
State		(51,000	)		(108,000	)
Income tax provision (benefit)	$	(159,000	)	$	(355,000	)

Taxes provided for the years ended July 31, 2021 and 2020 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:

	2021			2020
Income (loss) before income taxes	$	239,032			(1,261,005	)
Paycheck Protection Program Loan Forgiveness		(722,726	)		—
Other-net		(21,690	)		(16,158	)
Adjusted pre-tax income (loss)	$	(505,384	)	$	(1,277,163	)
Statutory rate		21.00	%		21.00	%
Income tax provision (benefit) at statutory rate	$	(106,131	)	$	(268,204	)
State deferred income taxes (benefit)		(51,000	)		(108,000	)
Other-net		(1,869	)		21,204
Income tax provision (benefit)	$	(159,000	)	$	(355,000	)

The Company has a federal net operating loss carryforward approximating $10,341,000 and $8,404,000 as of July 31, 2021 and July 31, 2020, respectively, available to offset future taxable income. As of July 31, 2021 and 2020, the Company had unused state and city net operating loss carryforwards of approximately $12,293,000 and $10,526,000, for state, respectively, and $8,274,000 for city, available to offset future taxable income. The net operating loss carryforwards will begin to expire, if not used, in 2035.

New York State and New York City taxes are calculated using the higher of taxes based on income or the respective capital-based franchise taxes. Beginning with the Company’s tax year ended July 31, 2016, changes in the law required the state capital-based tax will be phased out over a 7-year period. New York City taxes will be based on capital for the foreseeable future. Capital-based franchise taxes are recorded to administrative and general expense. State tax amounts in excess of the capital-based franchise taxes are recorded to income tax expenses. Due to both the application of the capital-based tax and due to the possible absence of city taxable income, the Company does not record city deferred taxes.

Generally, tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions. The statute of limitations in each of the state jurisdictions in which the Company operates remain open until the years are settled for federal income tax purposes, at which time amended state income tax returns reflecting all federal income tax adjustments are filed. As of July 31, 2021, there were no income tax audits in progress that would have a material impact on the consolidated financial statements.

Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2021 and 2020 are a result of temporary differences related to the items described as follows:

	2021				2020
	Deferred		Deferred		Deferred		Deferred
	Tax Assets		Tax Liabilities		Tax Assets		Tax Liabilities
Rental income received in advance	$	148,033	$	—	$	175,145	$	—
Anticipated PPP loan expenses to be forgiven		—		—		199,390		—
Operating lease liabilities		7,680,923		—		8,013,099		—
Federal net operating loss carryforward		2,171,510		—		1,764,769		—
State net operating loss carryforward		809,951		—		693,541		—
Unbilled receivables		—		569,029		—		412,343
Property and equipment		—		4,963,194		—		4,671,246
Unrealized gain on marketable securities		—		430,455		—		307,375
Operating lease right-of-use assets		—		9,536,322		—		10,229,036
Other		106,583		—		33,056		—
	$	10,917,000	$	15,499,000	$	10,879,000	$	15,620,000
Net deferred tax liability			$	4,582,000			$	4,741,000

Management periodically assesses the realization of its net deferred tax assets by evaluating all available evidence, both positive and negative, associated with the Company and determining whether, based on the weight of that associated evidence, a valuation allowance for the deferred tax assets is needed. Based on this analysis, management has determined that it is more likely than not that future taxable income will be sufficient to fully utilize the federal and state deferred tax assets at July 31, 2021.

Components of the deferred tax provision (benefit) for the years ended July 31, 2021 and 2020 consist of the following:

	2021			2020
Book depreciation exceeding (less than) tax depreciation	$	291,723		$	(1,691,703	)
Increase in reserve for bad debts		(65,109	)		(17,220	)
Lease expense per book in excess of cash paid		(360,537	)		2,477,725
Federal net operating loss carryforward		(406,742	)		(924,647	)
State net operating loss carryforward		(116,410	)		(22,687	)
Decrease of rental income received in advance		27,111			39,637
Anticipated PPP loan expenses to be forgiven		199,390			(199,390	)
Increase (decrease) in unbilled receivables		156,686			(47,962	)
Other		114,888			31,247
	$	(159,000	)	$	(355,000	)

7. EMPLOYEES’ RETIREMENT PLANS:

The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $441,512 and $424,401 as contributions to the Plan for fiscal years 2021 and 2020, respectively.

MULTI-EMPLOYER PLAN:

The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the pension plan for the years ended July 31, 2021 and 2020 were $64,771 and $59,434, respectively. Contributions and costs are determined in accordance with the provisions of negotiated labor contracts or terms of the plans. The Company also contributes to union sponsored health benefit plans.

CONTINGENT LIABILITY FOR PENSION PLANS:

Information as to the Company’s portion of accumulated plan benefits and plan assets is not reported separately by the pension plan. Under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer benefit plan, an employer is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. Any liability under this provision cannot be determined: however, the Company has not made a decision to withdraw from the plan.

Information for contributing employer’s participation in the multi-employer plan:

	United Food and Commercial Workers
Legal name of Plan:	Local 888 Pension Fund
Employer identification number:	13-6367793
Plan number:	001
Date of most recent Form 5500:	December 31, 2019
Certified zone status:	Critical and declining status
Status determination date:	January 1, 2019
Plan used extended amortization provisions in status calculation:	Yes
Minimum required contribution:	Yes
Employer contributing greater than 5% of Plan contributions for year ended December 31, 2019:	Yes
Rehabilitation plan implemented:	Yes
Employer subject to surcharge:	Yes
Contract expiration date:	November 30, 2022

For the plan years 2019-2022, under the pension fund’s rehabilitation plan, the Company agreed to pay a minimum contribution rate equal to 9.1% of the prior year total contribution rate. The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates of pay, hours of employment and other conditions of employment for approximately 21% of its employees. The Company considers that its labor relations with its employees and union are good.

8. CASH FLOW INFORMATION:

For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three months or less, which are readily convertible into cash. The following is a reconciliation of the Company’s cash and cash equivalents and restricted cash to the total presented on the consolidated statement of cash flows:

	July 31
	2021		2020
Cash and cash equivalents	$	1,552,389	$	3,260,135
Restricted cash, tenant security deposits		783,470		794,151
Restricted cash, escrow		71,720		321,675
Restricted cash, other		27,140		27,840
	$	2,434,719	$	4,403,801

Amounts in restricted cash primarily consist of cash held in bank accounts for tenant security deposits, amounts set aside in accordance with certain loan agreements, and security deposits with landlords and utility companies.

Supplemental disclosure:

	July 31,
	2021			2020
Cash Flow Information
Interest paid, net of capitalized interest of $115,415 (2021), and $112,074 (2020)	$	272,070		$	153,107
Income tax (refunded)		(23,040	)		(23,041	)
Non-cash information
Recognition of operating lease right-of-use assets	$	—		$	39,464,411
Recognition of operating lease liabilities		—			30,222,981
Mortgage refinance		—			5,255,920

9. 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, restricted cash, and tenant security deposits due to their high liquidity.

	July 31, 2021				July 31, 2020
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Cash and cash equivalents	$	1,552,389	$	1,552,389	$	3,260,135	$	3,260,135
Marketable securities	$	3,901,093	$	3,901,093	$	3,744,905	$	3,744,905
Restricted cash	$	882,330	$	882,330	$	1,143,666	$	1,143,666
Mortgages and note payable	$	7,649,632	$	8,088,201	$	9,519,658	$	9,915,121

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

As of July 31, 2021, five tenants accounted for approximately 65.70% and in 2020, four tenants accounted for approximately 54.97% of receivables, respectively. During the year ended July 31, 2021, two tenants accounted for 29.91% and in 2020, three tenants accounted for 43.65% of total rental revenue, respectively.

10. DEFERRED CHARGES:

Deferred charges for the fiscal years ended July 31, 2021 and 2020 consist of the following:

	July 31, 2021				July 31, 2020
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Leasing brokerage commissions	$	5,266,672	$	1,579,460	$	4,204,638	$	1,281,010
Professional fees for leasing		127,810		75,779		151,704		88,684
Total	$	5,394,482	$	1,655,239	$	4,356,342	$	1,369,694

The aggregate amortization expense for the periods ended July 31, 2021 and July 31, 2020 were $385,967, and $297,887, respectively.

The weighted average life of current year additions to deferred charges was fourteen years.

The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

Year Ended July 31	Amortization
2022	$427,013
2023	$425,017
2024	$394,396
2025	$352,943
2026	$333,292

11. RELATED PARTY TRANSACTIONS:

The Company has two operating leases with Weinstein Enterprises, Inc. (“Landlord”), an affiliated company, principally owned by the Chairman of the Board of Directors of both the Company and Landlord. One lease is for building, improvements, and land (Premises”) located at Jamaica Avenue at 169^th^Street, Jamaica, New York. Another lease is for Premises located at 504-506 Fulton Street, Brooklyn, New York.

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

	Rent Payments				Rent Expense
	Year Ended July 31				Year Ended July 31
Property	2021		2020		2021		2020
Jamaica Avenue at 169^th^Street	$	624,994	$	624,994	$	1,517,437	$	1,582,344
504-506 Fulton Street		362,256		362,256		350,438		350,437
Total	$	987,250	$	987,250	$	1,867,875	$	1,932,781

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

	Right-Of-Use Assets				Liabilities
	July 31				July 31
Property	2021		2020		2021		2020		Expiration Date
Jamaica Avenue at 169^th^Street	$	12,842,642	$	13,190,809	$	4,959,450	$	5,084,505	May 31, 2030
504-506 Fulton Street		2,831,134		2,890,056		2,946,306		3,008,181	April 30, 2031
Total	$	15,673,776	$	16,080,865	$	7,905,756	$	8,092,686

Upon termination of the Jamaica, New York lease in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.

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, 2021 and at July 31, 2020.

13. CONTINGENCIES:

There are various other 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.

SCHEDULE III

J.W. MAYS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION July 31, 2021

Col. A	Col. B		Col. C				Col. D				Col. E						Col. F		Col. G	Col. H	Col. I
			Initial Cost to Company				Cost CapitalizedSubsequent toAcquisition				Gross Amount at Which CarriedAt Close of Period										Life on WhichDepreciation inLatest IncomeStatement isComputed
Description	Encumbrances		Land		Building &Improvements		Improvements		CarriedCost		Land		Building &Improvements		Total		AccumulatedDepreciation		Date ofConstruction	DateAcquired
Office and Rental Buildings
Brooklyn, New York
Fulton Street at Bond Street	$	3,817,450	$	3,901,349	$	7,403,468	$	24,346,123	$	—	$	3,901,349	$	31,749,591	$	35,650,940	$	14,787,673	Various	Various	(1)(2)
Jamaica, New York Jamaica
Avenue at 169th Street		—		—		—		474,359		—		—		474,359		474,359		82,307	1959	1959	(3)
Fishkill, New York Route 9 at
Interstate Highway 84		3,832,182		594,723		7,212,116		14,609,761		—		594,723		21,821,877		22,416,600		9,750,935	10/74	11/72	(1)
Brooklyn, New York Jowein
Building Fulton Street and
Elm Place		—		1,324,957		728,327		17,179,497		—		1,324,957		17,907,824		19,232,781		6,786,738	1915	1950	(1)(2)
Levittown, New York
Hempstead Turnpike		—		125,927		—		—		—		125,927		—		125,927		—	4/69	6/62	(1)
Circleville, Ohio Tarlton Road		—		120,849		4,388,456		86,520		—		120,849		4,474,976		4,595,825		3,140,543	9/92	12/92	(1)
Total(A)	$	7,649,632	$	6,067,805	$	19,732,367	$	56,696,260	$	—	$	6,067,805	$	76,428,627	$	82,496,432	$	34,548,196
(1)	Building and improvements
---	---
(2)	Improvements to leased property
(3)	The initial recording of operating lease right-of-use assets of 27.1 million includes adjustments of approximately 10.2 million primarily relating to building and improvements, net of accumulated depreciation, required pursuant to a ground lease with an affiliate, principally owned by a director of the Company (“landlord”). Upon lease termination in 2030, the building and all improvements will be turned over to the landlord as property owner (See Notes 1 and 11 to the Accompanying Consolidated Financial Statements). Leasehold improvements are amortized over the life of the lease.
(A)	Does not include Office Furniture and Equipment and Transportation Equipment in the amount of 363,428 and Accumulated Depreciation thereon of 245,262 at July 31, 2021.

All values are in US Dollars.

	Year Ended July 31,
	2021		2020
Investment in Real Estate
Balance at Beginning of Year	$	80,286,244	$	96,333,110
Improvements		2,210,188		5,840,914
Retirements		—		(21,887,780	)
Balance at End of Year	$	82,496,432	$	80,286,244
Accumulated Depreciation
Balance at Beginning of Year	$	32,805,218	$	43,310,270
Additions Charged to Costs and Expenses		1,742,978		1,626,230
Retirements		—		(12,131,282	)
Balance at End of Year	$	34,548,196	$	32,805,218

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, Prager Metis CPA’s, LLC, 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

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and Subsidiaries (the “Company”) as of July 31, 2021 and 2020 and the related consolidated statements of operations, changes in shareholders equity and cash flows for the years ended July 31, 2021 and 2020, and the related notes and financial statement schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years ended July 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.

Impairment

Critical Audit Matter Description

As described in Note 1 to the consolidated financial statements, the Company reviews its real estate investments for potential impairment when certain events or changes in circumstances indicate the carrying amount may not be recoverable. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. In evaluating real estate investments for indicators of impairment, management considers undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Considering estimated future cash flows requires management to make assumptions about the probabilities of various outcomes relating to market conditions, estimated holding periods, capitalization rates, and potential proceeds if a property was sold. We identified the evaluation of impairment of real estate investments as a critical audit matter.

The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates and assumptions utilized in considering cash flows for cost recoverability and making fair value measurements.

How the Critical Audit Matter was addressed in Our Audit

Our audit procedures related to the evaluation of impairment included the following, among others. We tested the design and operating effectiveness of relevant controls over the evaluation of potential real estate investment impairments, such as controls over the Company’s monitoring of the real estate investment portfolio, controls over the Company’s consideration of future cash flows, and controls over the Company’s estimates of fair value. In consideration of impairment indicator criteria established in management’s accounting policies over impairment, we evaluated the completeness of the population of properties requiring further analysis. We examined and evaluated the Company’s undiscounted cash flows and estimates of fair value over properties identified for potential impairment. We evaluated the reasonableness of the methods and significant assumptions used, including probabilities of outcomes, holding periods, capitalization rates, and potential proceeds if a property was sold. We evaluated these items in comparison with historical performance of the impacted properties and with comparable observable market data. Our assessment included evaluation of these assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.

/s/ Prager Metis CPAs, LLC

We have served as the Company’s auditor since 2020.

Hackensack, NJ October 21, 2021

J.W. MAYS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.

FORWARD LOOKING STATEMENTS

The following can be interpreted as including forward-looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

THE IMPACT OF COVID-19 ON OUR RESULTS AND OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies are defined as those most important to the portrayal of a company’s financial condition and results and require the most difficult, subjective or complex judgments. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues, and expenses during the reporting period and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 affect our more significant judgments and estimates used in the preparation of our financial statements. Estimates are based on historical experience, where applicable or other assumptions that management believes are reasonable under the circumstances. We have identified the policies described below as our critical accounting policies. Actual results may differ from these estimates under different assumptions and conditions. Recently adopted accounting standards and recently issued accounting standards not yet adopted are also disclosed in Note 1.

As of July 31, 2020, the impact of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and as additional information becomes available, our estimates may change materially in future periods.

Receivables

Marketable securities

We invest in mutual funds with our extra available cash. The mutual funds are valued daily by the funds based on the assets included within the funds. Our mutual fund investments are recorded in the consolidated financial statements at the daily value established by the mutual funds and we can liquidate our investments at any time. Our investments in corporate equity securities are valued at prices established on the various stock exchanges. We can liquidate these investments at any time. Our investment valuations are subject to market fluctuations and can substantially change in value at any time.

Property and equipment

Property and equipment are stated at cost and depreciated over the shorter of the asset’s useful life or the life of the lease. Capital improvements no longer in use are written off. Management reviews the value of the properties for significant decreases in valuation. If any significant decreases in valuation are noted, the adjustment is recorded in the financial statements.

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

Leases - Lessor Revenue Recognition

The Company accounts for revenue in accordance with Accounting Standards Update (ASU) 2014-09 (Topic 606) Revenue from Contracts with Customers. Rental income is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. The effect of lease modifications that result in rent relief or other credits to tenants are recognized in the period when the lease modification is signed. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off. Accounts receivable are recognized in accordance with lease agreements at its net realizable value. Rental payments received in advance are deferred until earned. As explained in the recently adopted accounting standards section of Note 1, we have made the policy election available to us based on the Financial Accounting Standards Board’s guidance for leases during COVID-19, which allows us to continue recognizing rental revenue for rent deferral agreements and to recognize rent abatements as a reduction of revenue in the period granted.

Leases – Lessee

The Company determines if an arrangement is a lease at inception. With the adoption of ASC 842, operating leases are included in operating lease right-of-use assets and operating lease liabilities on the Company’s balance sheet. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Taxes

Our income tax accrual takes into effect taxes that are currently payable, based on our income tax returns filed, and taxes that will be payable in the future based on income earned in the current year that is not taxable until future events occur offset by expenses incurred in the current year that are not deductible until future events occur. Tax audits increase or decrease the amounts currently payable based on the results of the audits. The tax provision is an estimate and can change at any time due to changes in tax laws and tax rates.

FISCAL 2021 COMPARED TO FISCAL 2020

Net income for the year ended July 31, 2021 amounted to $398,032 or $.20 per share, compared to net loss for the year ended July 31, 2020 of $(906,005), or $(.45) per share.

Revenues in the current year increased to $20,212,879 from $19,531,846 in the comparable 2020 year primarily due to rent from two new tenants, increased rent from existing tenants, partially offset by a decrease in rent from an existing tenant that surrendered part of their space.

Real estate operating expenses in the current year increased to $14,306,967 from $14,024,623 in the comparable 2020 year primarily due to:

1)	Increases in real estate taxes,
2)	Increases in rent expense due to the recording of the building right-of-use asset (see notes 1 and 7),
3)	Increases in leasing commissions expense, and
4)	Partially offset by decreases in maintenance costs, and licenses and permits.

Administrative and general expenses in the current year decreased to $4,958,227 from $5,085,360 in the comparable 2020 year primarily due to a decrease in legal and professional costs, partially offset by an increase in medical costs.

Depreciation expense in the current year increased to $1,785,468 from $1,661,280 in the comparable 2020 year primarily due to additional depreciation from prior year improvements for both the Jamaica and Fishkill New York buildings.

The increase in other income was primarily due to extinguishment of debt income in the amount of $722,726 combined with a change in the fair value of marketable securities. Investment income exceeded interest expense in the current year by $354,169 and interest expense exceeded investment income by $(21,588) in the comparable 2020 year.

LIQUIDITY AND CAPITAL RESOURCES

The impact of COVID-19 and the related reductions in economic activity from business disruptions continues as of July 31, 2021. The Company had bad debt expense of $236,000 from August 1, 2020 to July 31 2021. We continue to experience volatility in the valuation of our equity investments through July 31, 2021. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

In July 2019, the Company leased 47,000 square feet to a community college at its Fishkill, New York building for a term of fifteen years with two five-year option periods. The tenant took occupancy in June 2020 and commenced payment of rent in September 2020 and brokerage commissions were $448,939. Company renovations at its Fishkill, New York building aggregated $1,194,351 and $5,382,193 for the years ended July 31, 2021 and 2020, respectively, primarily related to tenant improvements for space leased to a community college, new elevators, lobbies, and a façade.

In August 2020, a retail tenant who occupies 1,810 square feet at the Company’s Nine Bond Street Brooklyn, New York building extended their lease until August 31, 2025.

In November 2020, the Company leased 5,300 square feet to a retail tenant at its Nine Bond Street Brooklyn, New York building. The tenant took occupancy in November 2020 and rental payments commenced in January 2021.

In November 2020, the Company leased 23,000 square feet to an office tenant at its Jowein building in Brooklyn, New York. The cost of renovations for this tenant will be approximately $500,000 and brokerage commissions will be $979,000. Occupancy and rental payments are anticipated in December 2021.

In November 2020, the Company leased 5,500 square feet to a retail tenant at its Jowein building in Brooklyn, New York. Occupancy and rental payments began in July 2021.

In December 2020, a tenant, who occupies 84,000 square feet of warehouse space at the Company’s Circleville, Ohio building, extended their lease for an additional three years to expire October 31, 2024.

In April 2021, the Company leased 1,600 square feet to a retail tenant at its Nine Bond Street Brooklyn, New York building. Rent will commence in November 2021.

In July 2021, the Company leased 2,270 square feet to an office tenant at its Nine Bond Street Brooklyn, New York building. Rent will commence in September 2021. To accommodate this tenant, an existing tenant surrendered 440 square feet.

CASH FLOWS:

The following table summarizes our cash flow activity for the fiscal years ended July 31, 2021 and 2020:

	2021			2020
Net cash provided by operating activities	$	1,068,430		$	1,570,539
Net cash (used) by investing activities		(1,890,212	)		(6,462,000	)
Net cash provided (used) by financing activities		(1,147,300	)		4,031,538

CASH FLOWS FROM OPERATING ACTIVITIES:

Deferred Expenses: The Company had an additional $1,138,562 for brokerage commissions incurred from two new tenants at the Company’s Brooklyn, New York buildings, and two existing tenants at the Company’s Massapequa, New York and Circleville, Ohio buildings.

Accounts Payable and Accrued Expenses: The Company had a balance due on July 31, 2021 for brokerage commissions of $1,479,279.

Beginning in March 2020 and continuing through July 2020, we experienced an increase in late payments due to the impact of COVID-19 and the related reductions in economic activity from government mandated business disruptions and shelter -in-place orders. The effects of COVID-19 on our tenants have been reflected in our allowance for credit losses for accounts receivable.

From August 2020 through July 2021, the Company had bad debt expense of $236,000. We continue to experience volatility in the valuation of our equity investments through July 31, 2021. To the extent the COVID-19 pandemic continues to disrupt economic activity nationally and in New York, NY, the impact may include increased bad debt expense, lower rental income and occupancy levels at our properties which may result in less cash provided by operating activities. Many of our expenses are less variable in nature and may not correlate to changes in revenues.

On May 26, 2021, the Small Business Administration (“SBA”) authorized full forgiveness of the Company’s Paycheck Protection Program (“PPP”) loan in the amount of $722,726, plus accrued interest. Such proceeds were recorded as a full reduction of the note payable, extinguishment of debt income and included in operating activities on the statement of cash flows in the year ending July 31, 2021.

CASH FLOWS FROM INVESTING ACTIVITIES:

Stairwell and sidewalk upgrades at the Company’s Jamaica, New York building aggregated $241,241 for the year ended July 31, 2021.

The Company had expenditures for renovations of $351,810 for a second lobby at its Fishkill, New York building. The total cost was $842,767 and was completed in October 2020. The Company also had expenditures at its Fishkill, New York building of $812,536 for facade work and $30,005 for various other projects for the year ended July 31, 2021.

At its Jowein building in Brooklyn, New York, the Company had expenditures in the amount of $147,945 for roof work. The Company also had expenditures for renovations for a new tenant in the amount of $495,452. The total cost is estimated to be $500,000 and is anticipated to be completed in October 2021. The Company also had expenditures in the amount of $30,470 for various other improvements for the year ended July 31, 2021.

CASH FLOWS FROM FINANCING ACTIVITIES:

In April 2020, the Company obtained a $722,726 loan issued by a bank through the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”). On May 26, 2021, the SBA authorized full forgiveness of the Company’s PPP loan in the amount of $722,726, plus accrued interest. Such proceeds were recorded as a full reduction of the note payable, extinguishment of debt income and included in operating activities on the statement of cash flows in the year ending July 31, 2021.

RELATED PARTY TRANSACTIONS:

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

	Rent PaymentsYear Ended July 31				Rent ExpenseYear Ended July 31
Property	2021		2020		2021		2020
Jamaica Avenue at 169^th^Street	$	624,994	$	624,994	$	1,517,437	$	1,582,344
504-506 Fulton Street		362,256		362,256		350,438		350,437
Total	$	987,250	$	987,250	$	1,867,875	$	1,932,781

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

	Right-Of-Use AssetsJuly 31				LiabilitiesJuly 31
Property	2021		2020		2021		2020		Expiration Date
Jamaica Avenue at 169^th^Street	$	12,842,642	$	13,190,809	$	4,959,450	$	5,084,505	May 31, 2030
504-506 Fulton Street		2,831,134		2,890,056		2,946,306		3,008,181	April 30, 2031
Total	$	15,673,776	$	16,080,865	$	7,905,756	$	8,092,686

Upon termination of the Jamaica, New York lease in 2030, all premises included in operating lease right-of-use assets plus leasehold improvements will be turned over to the Landlord.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of the Annual Report on Form 10-K and this Annual Report to Shareholders and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, or expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” in our Form 10-K for the fiscal year ended July 31, 2021 and the following, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

●	changes in the rate of economic growth in the United States;
●	the ability to obtain credit from financial institutions and the related costs;
●	changes in the financial condition of our customers;
●	changes in regulatory environment;
●	lease cancellations;
●	changes in our estimates of costs;
●	war and/or terrorist attacks on facilities where services are or may be provided;
●	outcomes of pending and future litigation;
●	increasing competition by other companies;
●	compliance with our loan covenants;
●	recoverability of claims against our customers and others by us and claims by third parties against us;
●	changes in estimates used in our critical accounting policies; and
●	pandemics and the ongoing effects of COVID-19.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K filed with the U. S. Securities and Exchange Commission.

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, 2021, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and 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 material weaknesses or significant deficiencies noted, and therefore there were no corrective actions taken.

COMMON STOCK INFORMATION:

On October 15, 2021, the Company had approximately 800 shareholders of record.

J.W. MAYS, INC.

OFFICERS

Lloyd J. Shulman	Chairman of the Board and President, Chief Executive Officer 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

Robert L. Ecker^2,3,4,6^	Partner in the law firm of Ecker, Ecker & Associates, LLP
Mark S. Greenblatt^3,5^	Vice President and Treasurer, J.W. Mays, Inc.
Steven Gurney-Goldman^2,3^	Solil Management, LLC
John J. Pearl^2,3,4,6^	Retired partner in the accounting firm of D’Arcangelo & Co., LLP
Dean L. Ryder^1,2,3,4,6^	President, Putnam County National Bank
Lloyd J. Shulman^1,3^	Chairman of the Board and President, Chief Executive Officer and Chief Operating Officer,
	J.W. Mays, Inc.

Committee Assignments Key:

^1^	Member of Executive Committee
^2^	Member of Audit Committee
^3^	Member of Investment Advisory Committee
^4^	Member of Compensation Committee
^5^	Member of Disclosure Committee (Mr. Lyke and Mr. Lance Myers, a partner in Holland & Knight LLP, are also members)
^6^	Member of Nominating Committee

FORM 10-K ANNUAL REPORT

Copies of the Company’s Form 10-K Annual Report to the U. S. Securities and Exchange Commission for the fiscal year ended July 31, 2021 will be furnished without charge to shareholders upon written request to:

Secretary, J.W. Mays, Inc. 9 Bond Street Brooklyn, New York 11201-5805.

Copies of the Notice of Meeting, Proxy Statement, Proxy Card and Annual Report to Shareholders are available at: http://www.astproxyportal.com/ast/03443

EXHIBIT 21

Subsidiaries of the Registrant

The Registrant owns all of the outstanding stock of the following corporations, which are included in the Consolidated Financial Statements filed with this report:

Dutchess Mall Sewage Plant, Inc. (a New York corporation)

J. W. M. Realty Corp. (an Ohio corporation)

EXHIBIT 31.1

CERTIFICATION

I, Lloyd J. Shulman, certify that:

I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
Based on my knowledge, this 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 this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 21, 2021

/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
President
Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Mark S. Greenblatt, certify that:

I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;
Based on my knowledge, this 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 this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 21, 2021

/s/ MARK S. GREENBLATT
Mark S. Greenblatt
Vice President
Chief Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of J. W. Mays, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2021 as filed with the U. S. Securities and Exchange Commission (the “Report”), we, Lloyd J. Shulman and Mark S. Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) 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 the Company.
October 21, 2021
---	---
	/s/ LLOYD J. SHULMAN
	Lloyd J. Shulman
	Chief Executive Officer
	/s/ MARK S. GREENBLATT
	Mark S. Greenblatt
	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be retained by J.W. Mays, Inc. and furnished to the U. S. Securities and Exchange Commission or its staff upon request.