EX-13 2 exhibit13.htm ANNUAL REPORT TO SECURITY HOLDERS

EXHIBIT 13

J.W. MAYS, INC.

Annual Report

2013

Year Ended July 31, 2013

J.W. MAYS, INC.

Contents	Page No.
Summary of Selected Financial Data		2
The Company		2
Message to Shareholders		3
Consolidated Balance Sheets		4-5
Consolidated Statements of Income and Retained Earnings		6
Consolidated Statements of Comprehensive Income		7
Consolidated Statements of Cash Flows		8
Notes to Consolidated Financial Statements		9-18
Report of Management		19
Report of Independent Registered Public Accounting Firm		20
Five Year Summary of Consolidated Operations		21
Management’s Discussion and Analysis of Financial Condition and Results of Operations		22-25
Controls and Procedures		25
Quarterly Financial Information (Unaudited)		26
Common Stock and Dividend Information		26
Officers and Directors		27

Executive Offices
9 Bond Street, Brooklyn, N.Y. 11201-5805

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

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

Independent Registered Public Accounting Firm
D’Arcangelo & Co., LLP
800 Westchester Avenue, Suite N-400
Rye Brook, N.Y. 10573-1301

Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, November 19, 2013, at
10:00 A.M., New York time, at J.W. MAYS, INC.,
9 Bond Street, Brooklyn, New York.

J.W. MAYS, INC.

SUMMARY OF SELECTED FINANCIAL DATA

(dollars in thousands except per share data)

	2013		2012		2011			2010			2009
Rental Income	$	15,892	$	16,530	$	14,857		$	14,525		$	13,853
Recovery of Real Estate Taxes		—		—		—			243			547
Total Revenues		15,892		16,530		14,857			14,768			14,400
Net Income from Continuing Operations		664		1,270		758			661			665
Net Income (Loss) from Discontinued Operations -
net of taxes		—		—		(228	)		(229	)		91
Net Income		664		1,270		530			432			756
Real Estate-Net		45,450		44,158		44,592			44,374			44,831
Total Assets		56,694		55,385		56,341			55,245			55,707
Long-Term Debt:
Mortgages and Term Loan Payable		5,422		5,592		5,750			9,096			8,564
Note Payable		1,000		1,000		1,000			—			1,000
Other		639		772		922			557			805
Total		7,061		7,364		7,672			9,653			10,369
Shareholders’ Equity		43,424		42,710		41,433			40,818			40,286
Income per Common Share from
Continuing Operations		.33		.63		.37			.33			.33
Income (Loss) per Common Share from
Discontinued Operations		—		—		(.11	)		(.12	)		.05
Income per Common Share	$	.33	$	.63	$	.26		$	.21		$	.38
Cash Dividends Declared per Share	$	—	$	—	$	—		$	—		$	—

Average common shares outstanding for fiscal years 2009 through 2013: 2,015,780.

THE COMPANY

J.W. Mays, Inc. was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

The Company operates a number of commercial real estate properties located in Brooklyn and Jamaica in New York City, in Levittown and Massapequa, Long Island, New York, in Fishkill, Dutchess County, New York and in Circleville, Ohio. The major portion of these properties is owned and the balance is leased. A substantial percentage of these properties are leased to tenants while the remainder is available for lease.

More comprehensive information concerning the Company appears in its Form 10-K Annual Report for the fiscal year ended July 31, 2013.

J.W. MAYS, INC.

TO OUR SHAREHOLDERS:

The financial condition of our Company continued to be positive during the fiscal year ended July 31, 2013 with profits earned in three of the four quarters, notwithstanding the continued national and international recession during this period.

In fiscal 2013, our revenues from operations were $15,891,823 compared to $16,530,063 in the 2012 fiscal year. Net income for fiscal 2013 was $663,671, or $.33 per share. This compares to net income of $1,270,353, or $.63 per share for fiscal 2012. The decrease in net income was primarily due to bad debt expense in the amount of $324,536 from two tenants, loss on disposition of property and equipment in the amount of $316,021, both of which are non-recurring items and the loss of two office tenants discussed below.

Although the Company had two office tenants vacate the Jowein building in Brooklyn, New York in January 2013, the Company was able to lease the majority of that space in April 2013 and June 2013, respectively. The Company also entered into a lease agreement with an office tenant at its Nine Bond Street building in Brooklyn, New York. The rental for this tenant will commence in early 2014. These new leases and increased rentals from existing tenants should increase our revenues from operations in the future.

Our emphasis on pursuing and obtaining government agencies, educational institutions and prospective corporate and retail tenants in the last several years has helped us increase rental income and net income, although net income decreased from 2012 to 2013, during this difficult economic environment.

I believe our Company is well-positioned to continue its positive operational performance. I specifically want to thank the Mays’ personnel and our Board colleagues for their ongoing commitment and support, and I want to thank our shareholders for their continuing belief in our Company and its future.

Lloyd J. Shulman

Chairman, President and Chief Executive Officer

October 3, 2013

J.W. MAYS, INC.

CONSOLIDATED BALANCE SHEETS
July 31, 2013 and 2012

Assets	2013		2012
Property and Equipment-at cost (Notes 1, 3, 4 and 15):
Buildings and improvements	$	70,513,716	$	68,160,718
Improvements to leased property		1,478,012		1,478,012
Fixtures and equipment		194,893		167,687
Land		6,067,805		6,067,805
Other		238,906		219,385
Construction in progress		487,934		72,467
		78,981,266		76,166,074
Less accumulated depreciation and amortization		33,346,801		31,906,695
Property and equipment-net		45,634,465		44,259,379

Current Assets:
Cash and cash equivalents (Notes 10 and 11)		664,718		1,340,203
Marketable securities (Notes 1, 2 and 11)		50,326		226,397
Receivables (Notes 1, 7 and 11)		309,517		276,585
Income taxes refundable		325,072		—
Deferred income taxes (Notes 1 and 5)		676,000		599,000
Security deposits		257,975		217,022
Prepaid expenses		1,321,270		1,220,333
Total current assets		3,604,878		3,879,540

Other Assets:
Deferred charges (Notes 1 and 12)		3,806,743		3,594,846
Less accumulated amortization (Notes 1 and 12)		1,920,661		1,888,642
Net		1,886,082		1,706,204
Receivables (Notes 1, 7 and 11)		90,000		120,000
Security deposits		896,970		989,873
Unbilled receivables (Notes 1, 7 and 11)		2,172,269		2,214,540
Marketable securities (Notes 1, 2 and 11)		2,409,273		2,215,209
Total other assets		7,454,594		7,245,826

TOTAL ASSETS	$	56,693,937	$	55,384,745

See Notes to Consolidated Financial Statements.

Liabilities and Shareholders’ Equity	2013		2012
Long-Term Debt:
Mortgages and term loan payable (Notes 4 and 11)	$	5,421,335	$	5,591,597
Note payable—related party (Notes 11 and 14)		1,000,000		1,000,000
Security deposits payable (Note 11)		579,709		743,894
Payroll and other accrued liabilities (Notes 1, 6 and 8)		59,683		28,457
Total long-term debt		7,060,727		7,363,948

Deferred Income Taxes (Notes 1 and 5)		3,684,000		3,282,000

Current Liabilities:
Accounts payable		57,668		85,083
Payroll and other accrued liabilities (Notes 1, 6 and 8)		2,033,923		1,483,944
Income taxes payable		—		79,362
Other taxes payable		5,118		4,287
Current portion of long-term debt (Notes 4 and 11)		170,262		158,662
Current portion of security deposits payable (Note 11)		257,975		217,022

Total current liabilities		2,524,946		2,028,360

Total liabilities		13,269,673		12,674,308

Shareholders’ Equity:
Common stock, par value $1 each share
(shares-5,000,000 authorized; 2,178,297 issued)		2,178,297		2,178,297
Additional paid in capital		3,346,245		3,346,245
Unrealized gain on available-for-sale securities —
net of deferred taxes of $150,000 at July 31, 2013
and $110,000 at July 31, 2012. (Notes 1, 2, 5 and 11)		183,633		133,477
Retained earnings		39,003,941		38,340,270
		44,712,116		43,998,289
Less common stock held in treasury, at cost - 162,517 shares at
July 31, 2013 and July 31, 2012 (Note 13)		1,287,852		1,287,852
Total shareholders’ equity		43,424,264		42,710,437

Commitments (Notes 6 and 7) and Contingencies (Note 15)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	56,693,937	$	55,384,745

See Notes to Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

	Years Ended July 31,
	2013			2012			2011
Revenues
Rental income (Notes 1, 3 and 7)	$	15,891,823		$	16,530,063		$	14,856,365
Total revenues		15,891,823			16,530,063			14,856,365
Expenses
Real estate operating expenses (Notes 3 and 6)		8,821,467			8,044,218			7,837,227
Administrative and general expenses (Note 3)		3,584,104			3,614,784			3,574,616
Depreciation and amortization (Notes 1 and 3)		1,636,561			1,574,913			1,556,788
Loss on disposition of property and equipment		316,021			4,215			7,853
Total expenses		14,358,153			13,238,130			12,976,484
Income from continuing operations before investment income,
interest expense and income taxes		1,533,670			3,291,933			1,879,881
Investment income and interest expense
Investment income (Notes 1 and 2)		74,326			32,184			103,084
Interest expense (Notes 3, 4, 10 and 14)		(426,325	)		(522,764	)		(652,830	)
		(351,999	)		(490,580	)		(549,746	)
Income from continuing operations before income taxes		1,181,671			2,801,353			1,330,135
Income taxes provided (Notes 1 and 5)		518,000			1,531,000			572,000
Net income from continuing operations		663,671			1,270,353			758,135
Discontinued operations (Note 3)
(Loss) from discontinued operations - net of taxes		—			—			(227,779	)
Net income		663,671			1,270,353			530,356
Retained earnings, beginning of year		38,340,270			37,069,917			36,539,561
Retained earnings, end of year	$	39,003,941		$	38,340,270		$	37,069,917
Income per common share from continuing operations	$	.33		$	.63		$	.37
(Loss) per common share from discontinued operations		—			—			(.11	)
Income per common share	$	.33		$	.63		$	.26
Dividends per share	$	—		$	—		$	—
Average common shares outstanding		2,015,780			2,015,780			2,015,780

See Notes to Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended July 31,
	2013		2012		2011
Net income	$	663,671	$	1,270,353	$	530,356
Other comprehensive income, net of tax
Unrealized gain on available-for-sale securities, net of
taxes of $40,000, $46,000 and $43,000 for the fiscal years
2013, 2012 and 2011, respectively		50,156		7,062		70,978
Reclassification adjustment		—		—		13,720
Net change in other comprehensive income		50,156		7,062		84,698
Comprehensive income	$	713,827	$	1,277,415	$	615,054

See Notes to Consolidated Financial Statements.

J.W. MAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended July 31,
		2013			2012			2011
Cash Flows From Operating Activities
Income from continuing operations		$	663,671		$	1,270,353		$	758,135
(Loss) from discontinued operations - net of taxes			—			—			(227,779	)
Net income			663,671			1,270,353			530,356
Adjustments to reconcile net income to net cash provided by
operating activities:
Deferred income taxes			285,000			877,000			198,000
Realized (gain) loss on sale of marketable securities			5,572			18,606			(10,264	)
Loss on disposition of property and equipment			316,021			4,215			7,853
Depreciation and amortization			1,636,561			1,574,913			1,556,788
Amortization of deferred charges			456,524			334,261			363,148
Other assets	- deferred charges		(636,402	)		(137,260	)		(675,175	)
	- unbilled receivables		(282,265	)		(608,441	)		319,682
	- unbilled receivable - bad debts		324,536			—			—
	- receivables		30,000			30,000			—
Changes in:
Receivables			(32,932	)		(11,728	)		(14,889	)
Prepaid expenses			(100,937	)		(22,759	)		38,977
Income taxes refundable			(325,072	)		315,577			(59,379	)
Accounts payable			(27,415	)		(57,510	)		47,544
Payroll and other accrued liabilities			581,205			(84,394	)		436,914
Income taxes payable			(79,362	)		79,362			—
Other taxes payable			831			911			681
Net cash provided by operating activities			2,815,536			3,583,106			2,740,236
Cash Flows From Investing Activities
Acquisition of property and equipment			(3,327,668	)		(1,147,616	)		(1,714,961	)
Security deposits			51,950			67,243			(77,637	)
Marketable securities:
Receipts from sales or maturities			621,809			551,949			804,259
Payments for purchases			(555,218	)		(1,007,543	)		(356,179	)
Net cash (used) by investing activities			(3,209,127	)		(1,535,967	)		(1,344,518	)
Cash Flows From Financing Activities
Increase (decrease) - security deposits payable			(123,232	)		(17,023	)		74,613
Payments - mortgage and other debt payments			(158,662	)		(3,346,267	)		(365,607	)
Net cash (used) by financing activities			(281,894	)		(3,363,290	)		(290,994	)
Net increase (decrease) in cash and cash equivalents			(675,485	)		(1,316,151	)		1,104,724
Cash and cash equivalents at beginning of year			1,340,203			2,656,354			1,551,630
Cash and cash equivalents at end of year		$	664,718		$	1,340,203		$	2,656,354

Non-cash investing and financing activities - disposal of
fully depreciated property and equipment		$	—		$	2,364,440		$	—

See Notes to Consolidated Financial Statements.

J.W. MAYS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Consolidation

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

Accounting Records and Use of Estimates

The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates 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, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation and amortization, income tax assets and liabilities, fair value of marketable securities, revenue recognition and accrued expenses. 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.

Rental Income

All of the real estate owned by the Company is held for leasing to tenants except for a small portion used for Company offices. Rent is recognized from tenants under executed leases no later than on an established date or on an earlier date if the tenant should commence conducting business. Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of the lease. Contingent rental income is recorded when earned and is not based on tenant revenue. The effect of lease modifications that result in rent relief or other credits to tenants, including any retroactive effects relating to prior periods, is 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. If the amounts are not determined to be realizable, the accrued but unpaid rent is written off.

Based upon its periodic assessment of the quality of the receivables, management, using its historical knowledge of the tenants and industry experience, determines whether a reserve or write-off is required. Management has determined that no allowance for uncollected receivables is considered necessary. The Company uses specific identification to write-off receivables to bad debt expense in the period when issues of collectability become known. Collectability issues include 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. Due to the early termination of one lease and the modification without extension of a second lease, the Company recorded a bad debt expense of $324,536 for the year ended July 31, 2013, and $5,103 for the year ended July 31, 2012. There were no bad debts recorded in the year ended July 31, 2011.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method and the declining-balance method. Amortization of improvements to leased property is calculated over the shorter of the life of the lease or the estimated useful life of the improvements. Lives used to determine depreciation and amortization are generally as follows:

Buildings and improvements	18-40 years
Improvements to leased property	3-40 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.

The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At July 31, 2013 and 2012, there were no impairments 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.

Income Taxes

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves which currently are not deductible for tax purposes. Deferred tax liabilities result principally from temporary differences in the recognition of gains and losses from certain investments and from the use, for tax purposes, of accelerated depreciation.

Income Per Share of Common Stock

Income per share has been computed by dividing net income for the year by the weighted average number of shares of common stock outstanding during the year, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 in fiscal years 2013, 2012 and 2011.

Nonmonetary Asset Exchanges

In connection with the lease termination and settlement in 2010, the Company transferred title to 484 Fulton Street, Brooklyn, New York and in return received title to 14 Hanover Place, Brooklyn, New York. These transactions are recorded at the appraised values of the buildings transferred and received. The appraised values of the two properties were not derived from a negotiation between parties as to the actual purchase and sale prices for such properties since no such negotiation took place. The exchange was accounted for under ASC Topic 805 “Exchanges of Nonmonetary Assets”.

Marketable Securities

The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity at the time of purchase. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value measurements using quoted prices in active markets for identical assets or liabilities (which is considered a Level 1 valuation) with unrealized gains and losses recorded as a separate component of shareholders’ equity. Held-to-maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any securities as trading during the three years ended July 31, 2013.

The Company adopted Accounting Standards Certification (ASC) 820, “Fair Value Measurements and Disclosures” in 2011. ASC 820 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.

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 using
				Quoted											Quoted
				prices											prices
				in active											in active
				markets for		Significant									markets for		Significant
				identical		other			Significant						identical		other			Significant
				assets/		observable			unobservable						assets/		observable			unobservable
				liabilities		inputs			inputs						liabilities		inputs			inputs
Description	July 31, 2013			(Level 1)		(Level 2)			(Level 3)			July 31, 2012			(Level 1)		(Level 2)			(Level 3)
Assets:
Marketable securities -
available-for-sale		$	2,409,273	$	2,409,273		$	—		$	—		$	2,215,209	$	2,215,209		$	—		$	—
Held-to-maturity			—		—			—			—			178,176		178,176			—			—
		$	2,409,273	$	2,409,273		$	—		$	—		$	2,393,385	$	2,393,385		$	—		$	—

Reclassifications

The consolidated financial statements for prior years reflect certain reclassifications to conform with classifications adopted in 2013. These reclassifications have no effect on net income or loss as previously reported.

Recently Issued Accounting Literature

In September 2011, the FASB issued Update No. 2011-09, Compensation - Retirement Benefits (Topic 715): Disclosures About an Employer’s Participation in a Multiemployer Plan. This standard requires enhanced disclosures about an entity’s participation in multiemployer plans that offer pension and other postretirement benefits and became effective for interim and annual periods ending on or after December 15, 2011. The adoption of this update for the year ended July 31, 2012, and thereafter, did not have a material impact on our consolidated financial statements. In February 2013, the FASB issued Update No. 2013-02, Other Comprehensive Income (Topic 220): This standard supersedes and replaces the presentation requirements for reclassifications out of accumulated other comprehensive income for all public and private organizations. The amendment requires an entity to provide additional information about reclassifications out of accumulated other comprehensive income. The adoption of this update for the year ended July 31, 2013 did not have a material impact on our consolidated financial statements.

2. MARKETABLE SECURITIES:

As of July 31, 2013 and 2012, the Company’s marketable securities were classified as follows:

	July 31, 2013										July 31, 2012
			Gross			Gross							Gross			Gross
			Unrealized			Unrealized							Unrealized			Unrealized
	Cost		Gains			Losses			Fair Value		Cost		Gains			Losses			Fair Value
Current:
Held-to-maturity:
Certificate of deposit	$	50,326		$	—		$	—	$	50,326	$	50,246		$	—		$	—	$	50,246
Corporate debt securities		—			—			—		—		176,151			2,025			—		178,176
	$	50,326		$	—		$	—	$	50,326	$	226,397		$	2,025		$	—	$	228,422
Non-current:
Available-for-sale:
Mutual funds	$	1,559,925		$	242,041		$	12,052	$	1,789,914	$	1,255,982		$	123,203		$	—	$	1,379,185
Equity securities		515,715			105,341			1,697		619,359		715,750			135,813			15,539		836,024
	$	2,075,640		$	347,382		$	13,749	$	2,409,273	$	1,971,732		$	259,016		$	15,539	$	2,215,209

The Company’s debt and equity securities, gross unrealized losses and fair value, aggregated by investment category and length of time that the investment securities have been in a continuous unrealized loss position at July 31, 2013 are as follows.

			Less Than
	Fair Value		12 Months
Mutual funds	$	511,322		$	12,052
Equity securities		181,684			1,697
Total	$	693,006		$	13,749

Investment income for the years ended July 31, 2013, 2012 and 2011 consists of the following:

	2013			2012			2011
Interest income	$	7,955		$	5,121		$	44,409
Dividend income		71,943			45,669			48,072
Gain (loss) on sale of marketable securities		(5,572	)		(18,606	)		10,603
Total	$	74,326		$	32,184		$	103,084

3. DISCONTINUED OPERATIONS:

The Company’s lease with its landlords at the Jowein building in Brooklyn, New York expired on April 30, 2010. The Company returned the premises in “as is” condition and the Company has no obligation to correct, cure or take any action relating to repairing such premises other than the cure of certain existing violations.

As part of the settlement the Company paid to the landlords’ successor (“490 Owner”) $1,000,000. The Company also transferred to 490 Owner title to 484 Fulton Street, Brooklyn, New York (with an appraised value of $4,490,000) subject to the existing tenancy and 490 Owner has caused title to 14 Hanover Place, Brooklyn, New York (with an appraised value of $900,000) to be transferred to the Company. The appraised values of the two buildings were merely based upon a review of “comparables” (other properties which are believed by the appraisers to be similar to the properties subject to the appraisals). The appraised values of the two properties were not derived from a negotiation between the parties as to the actual purchase and sale prices for such properties since no such negotiation took place. Nor were such appraised values derived using other valuation methods, such as the net present value from cash flows. Accordingly, these appraised values are merely estimated values of the properties. The exchange was accounted for under ASC Topic 805 “Exchanges of Nonmonetary Assets.” The tax treatment was reported as a 1031 exchange.

The Consolidated Statements of Income and Retained Earnings have been reclassified to show discontinued operations as a single line item. The components are as follows:

	Years Ended July 31,
	2013		2012		2011
Revenues
Rental income	$	—	$	—	$	—
Fair value adjustment - nonmonetary exchange		—		—		—
Total		—		—		—

Expenses
Real estate operating expenses		—		—		—
Lease termination expenses		—		—		327,779
Depreciation and amortization		—		—		—
Total		—		—		327,779

(Loss) from discontinued operations		—		—		(327,779	)
Income tax (benefit)		—		—		(100,000	)
Net (loss) from discontinued operations - net of taxes	$	—	$	—	$	(227,779	)

The termination agreement required the Company to remove a foot bridge over Fulton Street by June 2012. The removal of the foot bridge commenced during the year ended July 31, 2012 and was completed in October 2011. No substantial costs related to the termination of the lease agreement are expected to be incurred in the future.

4. LONG-TERM DEBT—MORTGAGES AND TERM LOAN:

				July 31, 2013				July 31, 2012
		Current
		Annual	Final	Due		Due		Due		Due
		Interest	Payment	Within		After		Within		After
		Rate	Date	One Year		One Year		One Year		One Year
Mortgages:
Fishkill, New York property	(a,b)	6.98%	2/18/15	$	48,320	$	1,538,575	$	45,028	$	1,586,896
Bond St. building, Brooklyn, NY	(b)	6.98%	2/18/15		121,942		3,882,760		113,634		4,004,701
Total				$	170,262	$	5,421,335	$	158,662	$	5,591,597

____________________

(a)		On August 19, 2004 the Company extended the then existing loan for forty-two (42) months, with an option to convert the loan to a seven (7) year permanent mortgage loan. (See Note 4(b) below). The Company, in February 2008, converted the loan to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%.

(b)		The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. The loan consists of: a) a permanent, first mortgage loan to refinance an existing first mortgage loan affecting the Fishkill, New York property, which matured on July 1, 2004 (the “First Permanent Loan”)(see Note 4(a)), b) a permanent subordinate mortgage loan in the amount of $1,870,000 (the “Second Permanent Loan”), and c) multiple, successively subordinate loans in the amount $8,295,274 (“Subordinate Building Loans”). As of August 19, 2004, the Company refinanced the existing mortgage on the Company’s Fishkill, New York property, which balance was $1,834,726, and took down an additional $2,820,000 for capital improvements for two tenants at the Company’s Bond Street building in Brooklyn, New York. In fiscal 2006, 2007 and 2008, the Company drew down additional amounts totaling $916,670, on its multiple draw term loan to finance tenant improvements and brokerage commissions for the leasing of 13,026 square feet for office use at the Company’s Bond Street building in Brooklyn, New York. The Company in February 2008 converted the loan to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%.

Maturities of long-term debt-mortgages and term loan payable outstanding at July 31, 2013 are as follows: Years ending July 31, 2014 (included in current liabilities); $170,262; 2015; $5,421,335.

The carrying value of all properties collateralizing the above debt is $23,126,330 at July 31, 2013.

5. INCOME TAXES:

Significant components of the Company’s deferred tax assets and liabilities as of July 31, 2013 and 2012 are a result of temporary differences related to the items described as follows:

	2013						2012
	Deferred			Deferred			Deferred			Deferred
	Tax Assets			Tax Liabilities			Tax Assets			Tax Liabilities
Rental income received in advance		$	222,408		$	—		$	182,887		$	—
Unbilled receivables			—			976,652			—			995,691
Property and equipment			—			2,557,262			—			2,176,716
Unrealized gain on marketable securities			—			150,001			—			109,471
Other			453,536			—			416,246			—
		$	675,944		$	3,683,915		$	599,133		$	3,281,878

The Company has determined, based on its history of operating earnings and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the deferred tax assets at July 31, 2013 and 2012.

Income taxes provided for the years ended July 31, 2013, 2012 and 2011 consist of the following:

Current:	2013		2012		2011
Federal	$	30,642	$	362,463	$	68,845
State and City		202,358		291,537		205,155
Deferred taxes:
Federal		267,000		408,000		198,000
State and City		18,000		469,000		—
Total provision	$	518,000	$	1,531,000	$	472,000

Income taxes provided for the years ended July 31, 2013, 2012 and 2011 consist of the following:

	2013		2012		2011
Continuing operations	$	518,000	$	1,531,000	$	572,000
Discontinued operations		—		—		(100,000	)
Total provision	$	518,000	$	1,531,000	$	472,000

Components of the deferred tax provision (benefit) for the years ended July 31, 2013, 2012 and 2011 consist of the following:

	2013			2012			2011
Book depreciation exceeding tax depreciation	$	380,598		$	695,771		$	357,354
(Increase) of rental income received in advance		(39,528	)		(106,944	)		(14,795	)
Increase (decrease) in unbilled receivables		(19,005	)		449,617			(108,692	)
Other		(37,065	)		(161,444	)		(35,867	)
	$	285,000		$	877,000		$	198,000

For the year ended July 31, 2012, deferred tax expense is $877,000, of which $469,000 is due to a change in the expected calculation of New York State and New York City taxes. Historically, the Company has calculated the aforementioned taxes based on capital; as such, the taxes were considered franchise taxes and were not included when calculating deferred taxes. Effective April 30, 2012, management assumes future taxes for New York State and New York City will be calculated based on income. This change in management’s assumption relating to operating income in future periods for state and city deferred tax calculation increased the deferred tax asset, deferred tax liability, and deferred taxes on unrealized gain on available-for-sale securities by $145,000, $641,000, and $27,000, respectively, at July 31, 2012, with the charge to deferred tax expense for $469,000.

Taxes provided for the years ended July 31, 2013, 2012 and 2011 differ from amounts which would result from applying the federal statutory tax rate to pre-tax income, as follows:

	2013			2012			2011
Income before income taxes	$	1,181,671		$	2,801,353		$	1,002,302
Dividends received deduction		(12,590	)		(7,992	)		(8,412	)
Other-net		10,567			8,023			9,792
Adjusted pre-tax income	$	1,179,648		$	2,801,384		$	1,003,682
Statutory rate		34	%		34	%		34	%
Income tax provision at statutory rate	$	366,444		$	869,586		$	336,598
State and City income taxes, net of federal income tax benefit		133,556			192,414			135,402
State and City deferred income taxes		18,000			469,000			—
Income tax provision	$	518,000		$	1,531,000		$	472,000

For the year ended July 31, 2012, the Company utilized a $121,103 federal net operating loss carry forward, resulting in a current federal benefit in the income tax provision of $41,175.

The Company evaluates the effect of uncertain tax positions in accordance with the provisions of GAAP. The Company records interest and penalties relating to its tax returns and provisions as interest expense and administrative and general expenses, respectively.

The Company’s tax returns through the year ended July 31, 2006 have been audited by the various taxing authorities. Generally tax returns filed are subject to audit for three years by the appropriate taxing jurisdictions.

In December 2011, the Internal Revenue Service (IRS) issued new Temporary Regulations that provide guidance on amounts paid to improve tangible property and acquire or produce tangible property, as well as guidance regarding the disposition of property and the expensing of supplies and materials (commonly referred to as the “Repair” Regulations). The Temporary regulations have been postponed to require implementation in tax years beginning on or after January 1, 2014. Taxpayers may elect to apply them to tax years beginning on or after January 1, 2012. The Company does not anticipate that it will have a material impact on the Company’s consolidated results of operations, cash flows or financial position.

6. LEASES:

The Company’s real estate operations encompass both owned and leased properties. The current leases on leased property, most of which have options to extend the terms, range from 8 years to 30 years. Certain of the leases provide for additional rentals under certain circumstances and obligate the Company for payments of real estate taxes and other expenses.

Rental expense for leased real property for each of the three fiscal years in the period ended July 31, 2013 was exceeded by sublease rental income, as follows:

	2013		2012		2011
Minimum rental expense	$	1,726,817	$	1,752,764	$	1,709,197
Contingent rental expense		736,406		743,248		726,340
		2,463,223		2,496,012		2,435,537
Sublease rental income		6,161,173		6,222,388		5,807,901
Excess of sublease income over expense	$	3,697,950	$	3,726,376	$	3,372,364

Rent expense related to an affiliate principally owned by a director of the Company totaled $825,000 for fiscal years ended July 31, 2013, 2012 and 2011. The rent expense is derived from two leases which expire July 31, 2027 and April 30, 2031, respectively. Rent expense is recognized on a straight-line basis over the lives of the leases.

Future minimum non-cancelable rental commitments for operating leases with initial or remaining terms of one year or more are payable as follows:

	Operating
Fiscal Year	Leases
2014	$	1,730,729
2015		1,731,609
2016		1,731,609
2017		1,731,609
2018		1,731,609
After 2018		18,093,474
Total required*	$	26,750,639

____________________

Minimum payments have not been reduced by minimum sublease rentals of $30,788,911 under operating leases due in the future under non-cancelable leases.

7. RENTAL INCOME:

Rental income for each of the fiscal years 2013, 2012 and 2011 is as follows:

	July 31,
	2013		2012		2011
Minimum rentals
Company owned property	$	9,308,907	$	9,920,860	$	8,564,516
Leased property		5,845,114		5,900,541		5,483,174
		15,154,021		15,821,401		14,047,690
Contingent rentals
Company owned property		421,743		386,815		483,948
Leased property		316,059		321,847		324,727
		737,802		708,662		808,675
Total	$	15,891,823	$	16,530,063	$	14,856,365

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

	Company
	Owned		Leased
Fiscal Year	Property		Property		Total
2014	$	9,473,264	$	4,820,441	$	14,293,705
2015		8,745,347		4,180,252		12,925,599
2016		8,911,460		3,920,187		12,831,647
2017		5,984,190		3,474,157		9,458,347
2018		5,725,083		2,359,732		8,084,815
After 2018		14,467,616		12,034,142		26,501,758
Total	$	53,306,960	$	30,788,911	$	84,095,871

Rental income is recognized on a straight-line basis over the lives of the leases.

8. PAYROLL AND OTHER ACCRUED LIABILITIES:

Payroll and other accrued liabilities for the fiscal years ended July 31, 2013 and 2012 consist of the following:

	2013		2012
Payroll	$	190,361	$	148,854
Interest		39,859		40,812
Professional fees		149,026		141,120
Rents received in advance		497,470		409,287
Utilities		9,007		9,250
Brokers commissions		309,713		135,195
Construction costs		175,639		—
Other		722,531		627,883
Total		2,093,606		1,512,401
Less current portion		2,033,923		1,483,944
Long term portion	$	59,683	$	28,457

9. EMPLOYEES’ RETIREMENT PLANS:

The Company sponsors a non-contributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $350,536, $334,152, and $340,751 as contributions to the Plan for fiscal years 2013, 2012 and 2011, respectively.

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, 2013, 2012 and 2011 were $37,501, $29,628, and $27,039, 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 plan

Information as to the Company’s portion of accumulated pension plan benefits and plan assets is not reported separately by the union sponsored pension plan. A contingent liability may exist because an employer under the Employee Retirement Income Security Act, upon withdrawal from a multi-employer defined benefit plan, is required to continue to pay its proportionate share of the plan’s unfunded vested benefits, if any. The liability under this provision has not been determined; however, the Company has no intention of withdrawing from the plan. Union annuity and health and welfare benefits plans are defined contribution plans and do not have unfunded vested benefits.

10. CASH FLOW INFORMATION:

For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three months or less, which are readily convertible into cash.

Supplemental disclosures:

	July 31,
	2013		2012		2011
Interest paid, net of capitalized interest of $24,659 (2013),
$4,056 (2012) and $44,108 (2011)	$	427,278	$	541,301	$	658,004
Income taxes paid	$	637,382	$	259,061	$	333,380

11. FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS:

The following disclosure of estimated fair value was determined by the Company using available market information and appropriate valuation methods. Considerable judgment is necessary to develop estimates of fair value. The estimates presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.

The Company estimates the fair value of its financial instruments using the following methods and assumptions: (i) quoted market prices, when available, are used to estimate the fair value of investments in marketable debt and equity securities; (ii) discounted cash flow analyses are used to estimate the fair value of long-term debt, using the Company’s estimate of current interest rates for similar debt; and (iii) carrying amounts in the balance sheet approximate fair value for cash and cash equivalents and tenant security deposits due to their high liquidity.

	July 31, 2013
	Carrying		Fair
	Value		Value
Cash and cash equivalents	$	664,718	$	664,718
Marketable securities	$	2,459,599	$	2,459,599
Security deposits payable	$	837,684	$	837,684
Mortgages, note and term loan payable	$	6,591,597	$	7,883,952

Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities and cash and cash equivalents. Marketable securities and 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.

Other assets subject to credit risk include receivables and unbilled receivables. The Company derived rental income from fifty tenants, of which one tenant accounted for 20.19% and another tenant accounted for 16.01% of rental income during the year ended July 31, 2013. No other tenant accounted for more than 10% of rental income during the year ended July 31, 2013. Of the receivables recorded at July 31, 2013, one tenant accounted for 31.80% of the receivables due to a restructuring of the payments due on leases and two other tenants accounted for 19.00% and 10.60% of the receivables, respectively. Of the unbilled receivables, one tenant accounted for 27.74% and another tenant accounted for 22.38% of the balance at July 31, 2013. No other tenants accounted for 10% of billed receivables, unbilled receivables, or combined billed and unbilled receivables. Write-offs of unbilled receivables, primarily due to restructuring of leases, were $324,536 for 2013, $5,103 for 2012 and $0 for 2011.

The Company has one irrevocable letter of credit totaling $230,000 at July 31, 2013 and 2012 provided by one tenant.

12. DEFERRED CHARGES:

Deferred charges for the fiscal years ended July 31, 2013 and 2012 consist of the following:

	July 31, 2013				July 31, 2012
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Leasing brokerage commissions	$	2,708,480	$	1,051,598	$	2,486,928	$	1,060,337
Professional fees for leasing		337,592		164,945		313,183		138,161
Financing costs		760,671		704,118		760,671		667,436
Other		—		—		34,064		22,708
Total	$	3,806,743	$	1,920,661	$	3,594,846	$	1,888,642

The aggregate amortization expense for the three years in the period ended July 31, 2013 was $456,524, $334,261, and $363,148, respectively.

The weighted average life of current year additions to deferred charges was 10.18 years.

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

Fiscal Year	Amortization
2014		$	343,849
2015		$	311,455
2016		$	265,154
2017		$	195,756
2018		$	153,328

13. 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, 2013 and at July 31, 2012.

14. NOTE PAYABLE:

On December 15, 2004, the Company borrowed $1,000,000 from a former director of the Company, who was also a greater than 10% beneficial owner of the outstanding common stock of the Company. The term of the loan was for a period of three (3) years maturing on December 15, 2007 and was extended for an additional three (3) years maturing on December 15, 2010, at an interest rate of 7.50% per annum. The loan is unsecured. The note is prepayable in whole or in part at any time without penalty. The Company, on November 11, 2010, further extended the note for an additional three (3) years maturing on December 15, 2013, at an interest rate of 5.00% per annum. The constant quarterly payment of interest is $12,500. The interest paid for the year ended July 31, 2013 was $50,000, for 2012 was $50,000 and 2011 was $59,375. The Company intends to refinance the note for a minimum period through December 15, 2014. The lender, a former director, passed away on November 17, 2012.

15. CONTINGENCIES:

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

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.

J.W. MAYS, INC.

REPORT OF MANAGEMENT

Management is responsible for the preparation and reliability of the financial statements and the other financial information in this Annual Report. Management has established systems of internal control over financial reporting designed to provide reasonable assurance that the financial records used for preparing financial statements are reliable and reflect the transactions of the Company and that established policies and procedures are carefully followed. The Company reviews, modifies and improves its system of internal controls in response to changes in operations.

The Board of Directors, acting through the Audit Committee, which is comprised solely of independent directors who are not employees of the Company, oversees the financial reporting process. The financial statements have been prepared in accordance with accounting standards generally accepted in the United States of America and include amounts based on judgments and estimates made by management. Actual results could differ from estimated amounts.

To ensure complete independence, D’Arcangelo & Co., LLP, the independent registered public accounting firm, has full and free access to meet with the Audit Committee, without management representatives present, to discuss results of the audit, the adequacy of internal controls and the quality of financial reporting.

J.W. MAYS, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
J.W. Mays, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of J.W. Mays, Inc. and subsidiaries as of July 31, 2013 and 2012, and the related consolidated statements of income and retained earnings, comprehensive income, and cash flows for each of the years in the three year period ended July 31, 2013. J.W. Mays, Inc. and subsidiaries management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of J.W. Mays, Inc. and subsidiaries as of July 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three year period ended July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

D’ARCANGELO & CO., LLP
Rye Brook, New York
October 3, 2013

J.W. MAYS, INC.

FIVE YEAR SUMMARY OF CONSOLIDATED OPERATIONS
(dollars in thousands except per share data)

	Years Ended July 31,
	2013			2012			2011			2010			2009
Revenues
Rental income	$	15,892		$	16,530		$	14,857		$	14,525		$	13,853
Recovery of real estate taxes		—			—			—			243			547
Total revenues		15,892			16,530			14,857			14,768			14,400

Expenses
Real estate operating expenses		8,821			8,044			7,837			7,584			7,281
Administrative and general expenses		3,584			3,615			3,575			3,828			3,471
Depreciation and amortization		1,637			1,575			1,557			1,563			1,497
Loss on disposition of
property and equipment		316			4			8			—			5
Total expenses		14,358			13,238			12,977			12,975			12,254

Income from continuing operations before
investment income, interest expense,
and income taxes		1,534			3,292			1,880			1,793			2,146

Investment income (loss) and interest expense
Investment income (loss)		74			32			103			72			(78	)
Interest expense		(426	)		(523	)		(653	)		(724	)		(763	)
		(352	)		(491	)		(550	)		(652	)		(841	)
Income from continuing operations
before income taxes		1,182			2,801			1,330			1,141			1,305
Income taxes provided		518			1,531			572			480			640
Net income from continuing operations		664			1,270			758			661			665
Discontinued operations
Net income (loss) from discontinued
operations - net of taxes		—			—			(228	)		(229	)		91
Net income	$	664		$	1,270		$	530		$	432		$	756
Income per common share
Income per common share from
continuing operations	$	.33		$	.63		$	.37		$	.33		$	.33
Income (loss) per common share from
discontinued operations		—			—			(.11	)		(.12	)		.05
Net income per common share	$	.33		$	.63		$	.26		$	.21		$	.38
Dividends per share	$	—		$	—		$	—		$	—		$	—
Average common shares outstanding		2,015,780			2,015,780			2,015,780			2,015,780			2,015,780

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 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses 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. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on pages 8 through 10 to the Consolidated Financial Statements). Newly effective accounting principles are also disclosed in Note 1. Information about our deferred tax assets is included in Note 5 to the Consolidated Financial Statements on pages 13 and 14. Our significant intangible assets are included in deferred charges as described in Note 12 to the Consolidated Financial Statements on page 18.

FISCAL 2013 COMPARED TO FISCAL 2012

Net income for the year ended July 31, 2013 amounted to $663,671, or $.33 per share, compared to net income for the year ended July 31, 2012 of $1,270,353, or $.63 per share.

Revenues in the current year decreased to $15,891,823 from $16,530,063 in the comparable 2012 year. The decrease in revenues was primarily due to two office tenants vacating the Company’s Jowein building in Brooklyn, New York and on a retail tenant at the Company’s Nine Bond Street, Brooklyn, New York building which is currently in litigation for eviction, partially offset by one new office tenant at the Company’s Nine Bond Street, Brooklyn, New York building and two new office tenants at the Company’s Jowein building in Brooklyn, New York.

Real estate operating expenses in the current year increased to $8,821,467 from $8,044,218 in the comparable 2012 year primarily due to increases in maintenance costs, real estate taxes, payroll costs, leasing commissions and a bad debt expense in the amount of $240,258 from a retail tenant at the Company’s Nine Bond Street, Brooklyn, New York building and a bad debt expense in the amount of $84,278 from a retail tenant at the Company’s Jamaica, New York building, partially offset by decreases in utility costs and licenses and permits costs.

Administrative and general expenses in the current year decreased to $3,584,104 from $3,614,784 in the comparable 2012 year primarily due to decreases in legal and professional costs.

Depreciation and amortization expense in the current year increased to $1,636,561 from $1,574,913 in the comparable 2012 year primarily due to improvements to the Nine Bond Street, Brooklyn, New York building and the Jowein building in Brooklyn, New York.

The current year had a loss on disposition of property and equipment in the amount of $316,021, due to renovations of office space at the Company’s Jowein building in Brooklyn, New York, compared to $4,215 in the 2012 year.

Interest expense in the current year exceeded investment income by $351,999 and by $490,580 in the comparable 2012 year. The decrease in the excess of interest expense over investment income was primarily due to scheduled repayments of debt.

FISCAL 2012 COMPARED TO FISCAL 2011

Net income for the year ended July 31, 2012 amounted to $1,270,353, or $.63 per share, compared to net income for the year ended July 31, 2011 of $530,356, or $.26 per share.

Net income from continuing operations for the year ended July 31, 2012 amounted to $1,270,353, or $.63 per share, compared to net income from continuing operations for the year ended July 31, 2011 of $758,135, or $.37 per share.

In the year ended July 31, 2012, the Company did not have income (loss) from discontinued operations. In the year ended July 31, 2011, the Company had a net loss from discontinued operations of ($227,779), or ($.11) per share. The loss in the 2011 year was due to the cost of removing the foot bridge over Bond Street in Brooklyn, New York.

Revenues from continuing operations in the current year increased to $16,530,063 from $14,856,365 in the comparable 2011 year. The increase in revenues was due to increased rental income from existing tenants and two additional tenants at the Company’s Nine Bond Street property in Brooklyn, New York and Massapequa, New York property.

Real estate operating expenses from continuing operations in the current year increased to $8,044,218 from $7,837,227 in the comparable 2011 year primarily due to increases in real estate taxes, payroll costs, license and permits costs and rent expense, partially offset by decreases in utility costs.

Administrative and general expenses from continuing operations in the current year increased to $3,614,784 from $3,574,616 in the comparable 2011 year primarily due to increases in legal and professional costs, partially offset by decreases in payroll costs, medical costs and data processing costs.

Depreciation and amortization expense from continuing operations in the current year increased to $1,574,913 from $1,556,788 in the comparable 2011 year due mainly to improvements on the Company’s Nine Bond Street property in Brooklyn, New York.

The 2012 year had a loss on disposition of property and equipment in the amount of $4,215, compared to $7,853 in the 2011 year.

Interest expense and other investment expenses in the current year exceeded investment income by $490,580 and by $549,746 in the comparable 2011 year. The decrease in the excess of interest expense over investment income was primarily due to scheduled repayments of debt.

LIQUIDITY AND CAPITAL RESOURCES

The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989.

Management considers current working capital and borrowing capabilities adequate to cover the Company’s planned operating and capital requirements. The Company’s cash and cash equivalents amounted to $664,718 at July 31, 2013.

In January 2013, a tenant who occupies 7,401 square feet of retail space at the Company’s Nine Bond Street, Brooklyn, New York property informed the Company that it will vacate the premises. The Company is currently in litigation to evict this tenant from the premises. The annual loss in rental income to the Company will be approximately $430,000. The Company expensed unbilled receivables in the amount of $240,258 in the year ended July 31, 2013. The Company is utilizing brokers to actively seek tenants to occupy the space when this tenant vacates the premises.

In February 2013, the Company entered into a lease agreement with a tenant for 10,000 square feet for office space at the Company’s Nine Bond Street, Brooklyn, New York property. The cost of construction will be approximately $1,200,000 and brokerage commissions will be $247,830. Occupancy is anticipated to commence in late 2013 and rent is anticipated to commence in early 2014. The Company had to relocate part of its general offices to accommodate the tenant at a cost of $556,868. Both of these projects will be financed through operating funds.

A tenant who occupied 56,547 square feet of office space at the Company’s Jowein building in Brooklyn, New York, vacated the premises in January 2013. The annual loss in rental income to the Company was $1,357,000. The Company, in April 2013, entered into a lease agreement for 41,385 square feet of the total vacated. The rental income from this lease will more than offset the rental income lost from the previous tenant on a per square foot comparison. The cost of construction was $665,000 and brokerage commissions were $110,000, and were financed through operating funds. The project was completed in May 2013 and rent commenced in July 2013.

A tenant who occupied 22,000 square feet of office space at the Company’s Jowein building in Brooklyn, New York, vacated the premises in January 2013. The annual loss in rental income to the Company was $546,000. The Company, in January 2013, entered into a lease agreement to replace this tenant. The rental income from this lease will more than offset the rental income lost from the previous tenant. The cost of construction was $849,438 and brokerage commissions were $259,162, which were financed through operating funds. The project was completed in April 2013, at which time rent and occupancy commenced.

The Company also renewed leases with two office tenants at the Company’s Jowein building in Brooklyn, New York who occupy 8,000 and 8,300 square feet, respectively. The renewal periods were extended to June 30, 2016, and September 30, 2018, respectively.

Two of the Company’s retail tenants at its Jamaica, New York building who occupy 28,335 square feet and 25,954 square feet and whose leases expire in August 2013 and September 2013, respectively, will not have their leases renewed. The loss in annual rental income will be $240,000 and $300,000, respectively. The Company expensed unbilled receivables in the amount of $84,278 in the year ended July 31, 2013 for the tenant that occupied 28,335 square feet. The Company is utilizing brokers to actively seek tenants to occupy the vacated space.

CONTRACTUAL OBLIGATIONS:

At July 31, 2013, the Company had certain contractual cash obligations, as set forth in the following tables:

	Payment Due by Period
			Less than 1		1-3		4-5		After 5
Contractual Cash Obligations	Total		Year		Years		Years		Years
Mortgages and term loan payable	$	5,591,597	$	170,262	$	5,421,335	$	—	$	—
Note payable		1,000,000		—		1,000,000		—		—
Security deposits payable		837,684		257,975		219,187		41,683		318,839
Operating leases		26,750,639		1,730,729		3,463,218		3,463,218		18,093,474
Total contractual cash obligations	$	34,179,920	$	2,158,966	$	10,103,740	$	3,504,901	$	18,412,313

CASH FLOWS

The following table summarizes our cash flow activity for the fiscal years ended July 31, 2013, 2012 and 2011:

	2013			2012			2011
Net cash provided by operating activities	$	2,815,536		$	3,583,106		$	2,740,236
Net cash (used) by investing activities		(3,209,127	)		(1,535,967	)		(1,344,518	)
Net cash (used) by financing activities		(281,894	)		(3,363,290	)		(290,994	)

CASH FLOWS FROM OPERATING ACTIVITIES:

Deferred Charges: The Company had expenditures for brokerage commissions for the year ended July 31, 2013 in the amount of $611,994, relating to two tenants at its Jowein building in Brooklyn, New York and a tenant at its Nine Bond Street, Brooklyn, New York building.

Payroll and Other Accrued Liabilities: The Company incurred $611,994 for brokerage commissions in order to lease space at the Company’s Jowein building in Brooklyn, New York and Nine Bond Street, Brooklyn, New York building for the year ended July 31, 2013. The balance due for these brokerage commissions as of July 31, 2013 is $238,677.

CASH FLOWS FROM INVESTING ACTIVITIES:

The Company had expenditures of $206,094 for the year ended July 31, 2013, for work on the elevators in the Brooklyn, New York and Jamaica, New York buildings. The cost of the project will be approximately $300,000 and is anticipated to be completed in late 2013.

The Company had expenditures of $849,438 for the year ended July 31, 2013, for the renovation of 22,000 square feet for office space for a tenant at the Company’s Jowein building in Brooklyn, New York. The project was completed in April 2013.

The Company had expenditures of $963,483 in the year ended July 31, 2013 for the renovation of 10,000 square feet for office space for a tenant and the partial relocation of the Company’s general offices at the Company’s Nine Bond Street, Brooklyn, New York building. The cost of the project is approximately $1,200,000 for the 10,000 square feet of office space and was $556,868 for the partial relocation of the Company’s general offices. The Company’s offices were completed in July 2013 and the 10,000 square feet of office space is anticipated to be completed in November 2013.

The Company had expenditures of $665,000 for the year ended July 31, 2013 for the renovation of 41,385 square feet for office space for a tenant at the Company’s Jowein building in Brooklyn, New York. The project was completed in May 2013.

RELATED PARTY TRANSACTIONS:

During fiscal 2013, the Company paid Weinstein Enterprises, Inc. (“Enterprises”) total rentals of $825,000 for leases on which two of the Company’s real estate properties are located. The Company paid the estate of a beneficial owner of greater than 10% of the outstanding common stock of the Company, interest of $50,000 on an unsecured note. In the opinion of the Company, the rentals paid to Enterprises and the interest paid to the beneficial owner are no more favorable than would be payable for comparable properties, mortgages and loans, respectively, in arms-length transactions with non-affiliated parties.

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, 2013 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;
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; and
changes in estimates used in our critical accounting policies.

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, 2013, 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.

J.W. MAYS, INC.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(dollars in thousands except per share data)

	Three Months Ended
	Oct. 31, 2012			Jan. 31, 2013				Apr. 30, 2013			July 31, 2013
Revenues		$	4,195		$	4,105			$	3,704		$	3,888
Revenues less expenses		$	845		$	(82	)		$	182		$	237
Net income (loss)		$	501		$	(11	)		$	73		$	101
Net income (loss) per common share		$	.25		$	(.01	)		$	.04		$	.05

	Three Months Ended
	Oct. 31, 2011			Jan. 31, 2012			Apr. 30, 2012			July 31, 2012
Revenues		$	3,983		$	4,109		$	4,181		$	4,253
Revenues less expenses		$	492		$	538		$	849		$	922
Net income		$	372		$	314		$	140		$	444
Net income per common share		$	.18		$	.16		$	.07		$	.22

Income per share is computed independently for each of the quarters presented on the basis described in Note 1 to the Consolidated Financial Statements.

COMMON STOCK AND DIVIDEND INFORMATION

Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq National Market. Effective August 1, 2006, NASDAQ became operational as an exchange in NASDAQ-Listed Securities. It is now known as The NASDAQ Stock Market LLC.

The following is the sales price range per share of J.W. Mays, Inc. common stock during the fiscal years ended July 31, 2013 and 2012:

	Sales Price
Three Months Ended	High		Low
October 31, 2012	$	28.57	$	19.25
January 31, 2013		25.00		21.00
April 30, 2013		22.75		21.90
July 31, 2013		26.85		20.89

October 31, 2011	$	17.00	$	13.10
January 31, 2012		17.00		13.30
April 30, 2012		19.69		14.80
July 31, 2012		20.25		17.10

The quotations were obtained for the respective periods from the National Association of Securities Dealers, Inc. There were no dividends declared in either of the two fiscal years.

On September 6, 2013, the Company had approximately 1,350 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.
Dean L. Ryder^1,2,3,4,6		President, Putnam County National Bank
Jack Schwartz^1,2,3,4,6		Private Consultant
Lloyd J. Shulman^1,3		Chairman of the Board, Chief Executive Officer and President and Chief Operating Officer,
		J.W. Mays, Inc.

Committee Assignments Key:

1		Member of Executive Committee

2		Member of Audit Committee

3		Member of Investment Advisory Committee

4		Member of Executive Compensation Committee

5		Member of Disclosure Committee (Mr. Lyke and Mr. Lance Myers 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, 2013 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