Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) | 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 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

Financial Performance - In the three months ended January 31, 2025, the company reported a net loss of $(157,681), or $(0.08) per share, compared to a net loss of $(98,059), or $(0.04) per share in the same period of 2024[72]. - For the six months ended January 31, 2025, the company reported a net loss of $(131,024), or $(0.07) per share, an improvement from a net loss of $(290,603), or $(0.14) per share in the same period of 2024[77]. Revenue and Expenses - Revenues for the three months increased to $5,643,444 from $5,414,843 in the comparable period, primarily due to increased rent from existing tenants and new leases[73]. - Revenues for the six months increased to $11,182,573 from $10,738,644, driven by increased rent from existing tenants and new leases[78]. - Real estate operating expenses rose to $4,128,415 from $3,826,998, mainly due to higher real estate taxes, maintenance, and insurance expenses[74]. Capital Expenditures and Liquidity - The company anticipates incurring an additional $1.5 million in capital expenditures over the next twelve months ending January 31, 2026[93]. - Total liquidity as of January 31, 2025, consists of cash and cash equivalents of $1,490,663, which includes proceeds from fixed-rate borrowings[93]. Tenant Agreements and Leasing - A tenant at the company's 9 Bond Street building agreed to a six-month rent concession of $25,000 per month from February until July 2025[89]. - The company leased 2,051 square feet to an office tenant in Jamaica, New York, with monthly rent of approximately $5,500, commencing January 1, 2025[83]. Financing Activities - The company is exploring other lending options to replace a mortgage that was fully paid off on December 1, 2024[94].

Financial Performance - For the three months ended October 31, 2024, the company reported net income of $26,657, or $0.01 per share, compared to a net loss of $192,544, or ($0.10) per share in the same period of 2023[69]. - Revenues increased to $5,539,129 from $5,323,801 in the comparable period, primarily due to increased rent for existing tenants and several new leases[70]. - Real estate operating expenses rose to $3,750,139 from $3,692,616, mainly due to higher real estate taxes and insurance expenses[71]. - Administrative and general expenses increased to $1,292,753 from $1,254,573, primarily due to higher legal and professional fees[73]. Capital Expenditures and Liquidity - The company anticipates incurring an additional $1.6 million in capital expenditures over the next twelve months ending October 31, 2025[85]. - Total liquidity as of October 31, 2024, consists of cash and cash equivalents of $2,316,114[85]. Lease Agreements - A tenant extended its lease through June 30, 2025, for 10,569 square feet at the Jowein building in Brooklyn, New York[75]. - The company leased 2,051 square feet to an office tenant in Jamaica, New York, with monthly rent expected to commence at approximately $5,500 starting January 1, 2025[76]. - Annual base rent for expanded warehouse space in Circleville, Ohio, will be $877,440, with annual increases[77]. Mortgage Negotiations - The company plans to negotiate terms on an existing $3,354,768 mortgage, with a balloon payment potentially due between April 1, 2025, and April 1, 2040[86].

Tenant Retention and Leasing - The Company emphasizes tenant retention during difficult economic conditions, focusing on long-term leases to mitigate risks associated with economic downturns [10]. - The Company has leased approximately 1,600 square feet to a restaurant for ten years starting December 1, 2024, with brokerage commissions amounting to $95,760 [17]. - The Company has extended leases for approximately 8,000 square feet of office space for five years expiring June 30, 2028, and 500 square feet for restaurant space for two years expiring October 31, 2028 [21]. - The Company aims to negotiate lease renewals as they come due, contingent on tenants maintaining adequate financial stability [21]. - The occupancy rate for the property as of July 31, 2023, was 59.51%, with a total of 25 leases generating an annual rent of $7,322,535 [18]. - The occupancy rate for the Jamaica Property increased to 83.46% as of July 31, 2023, compared to 72.54% in 2021 [22]. - The occupancy rate for the Levittown property is currently 100% with an annual rent of $456,648, which is 2.115% of gross annual rent [27]. Financial Position and Tax Basis - As of July 31, 2024, the federal tax basis for the Brooklyn Fulton Street property is $22,607,989, with accumulated depreciation of $14,864,569, resulting in a net carrying value of $7,743,420 [19]. - As of July 31, 2024, the federal tax basis for the Jamaica Property is $7,550,837 with accumulated depreciation of $5,324,884, resulting in a net carrying value of $2,225,953 [22]. - The federal tax basis for the Fishkill property is $13,863,981 with accumulated depreciation of $10,115,395, leading to a net carrying value of $3,748,586 as of July 31, 2024 [24]. - As of July 31, 2024, the federal tax basis for the Circleville property is $4,493,846 with accumulated depreciation of $4,325,910, resulting in a net carrying value of $167,936 [30]. - The Company has a total of 15 leases with an annual rent of $5,031,744, representing a rent percentage of 23.302% of gross annual rent as of July 31, 2024 [22]. Risks and Economic Conditions - The Company is subject to various risks, including changes in economic growth rates, interest rates, and the financial condition of customers, which could impact operations [10]. - The Company operates properties with a total approximate square footage of 1,500,000 across various locations, including Brooklyn and Fishkill, New York [16]. Dividends and Earnings - The Company has not declared any cash dividends on its common stock during the year ended July 31, 2024, and does not anticipate paying any dividends in the foreseeable future [32]. - The Company plans to retain future earnings for use in its business, with decisions on future dividend payments dependent on earnings and financial position [32]. Audit and Internal Controls - The audit fees for fiscal year 2024 were $180,000, an increase from $175,000 in fiscal year 2023, while audit-related fees rose to $12,800 from $12,500 [45]. - Total fees for the independent registered public accounting firm amounted to $237,800 in fiscal year 2024, compared to $232,500 in fiscal year 2023, reflecting a 2.0% increase [45]. - The company's management assessed the effectiveness of internal control over financial reporting as of July 31, 2024, concluding that it is effective based on established criteria [36]. - There were no changes in the company's internal controls over financial reporting during the last fiscal quarter that materially affected their effectiveness [35]. - The company has not noted any significant deficiencies or material weaknesses in its internal controls [35]. - The evaluation of disclosure controls and procedures was conducted under the supervision of the CEO and CFO, confirming their effectiveness in timely alerting management to material information [34]. Corporate Governance - The company has adopted a clawback policy effective January 1, 2024, allowing recovery of erroneously awarded compensation due to accounting restatements [41]. - The company reported no disagreements with accountants regarding accounting or financial disclosures [34]. - The management's report on internal control over financial reporting was not subject to attestation by the independent registered public accounting firm due to the exemption for non-accelerated filers [37]. - No director or officer adopted or terminated a trading arrangement during the three months ended July 31, 2024 [38]. - J.W. Mays, Inc. operates primarily as an operating company with wholly-owned subsidiaries, leading to the omission of separate financial statements and schedules [52].

Financial Performance - For the three months ended April 30, 2024, the company reported a net loss of $(84,880), or $(0.04) per share, compared to a net loss of $(39,160), or $(0.02) per share for the same period in 2023[71]. - For the nine months ended April 30, 2024, the company reported a net loss of $(375,483), or $(0.19) per share, compared to net income of $65,095, or $0.03 per share for the same period in 2023[76]. - Revenues decreased to $5,364,324 from $5,563,396 in the comparable 2023 period, primarily due to the loss of a tenant who terminated their lease effective March 31, 2023[72]. - Revenues for the nine months decreased to $16,102,968 from $17,170,949 in the comparable 2023 period, primarily due to the loss of a tenant[77]. Operating Expenses - Real estate operating expenses decreased to $3,826,499 from $3,851,857 in the comparable 2023 period, mainly due to reductions in rent expense and employee payroll costs[73]. Liquidity and Capital Expenditures - Total liquidity as of April 30, 2024, was $3,321,117, consisting of cash and cash equivalents of $1,171,121 and the fair value of marketable securities of $2,149,996[89]. - The company anticipates incurring an additional $2 million in capital expenditures over the next twelve months ending April 30, 2025[89]. Lease Agreements - In August 2023, a tenant renewed its lease for another five-year term through June 30, 2028, occupying 22,045 square feet[81]. - The company leased approximately 1,600 square feet to a coffee store retailer for ten years, with renovation costs expected to be around $1,000,000[83]. - The lease for Jamaica Avenue at 169th Street has been extended to May 31, 2035, with four additional five-year options available, potentially extending the lease to May 31, 2050[95]. - Monthly lease payments for 504-506 Fulton Street have been modified to increase from $30,188 to $34,716 starting May 1, 2026, through April 30, 2031[95]. Debt and Financing - The Company has fixed-rate debt amounting to $4,223,243 as of April 30, 2024, which mitigates market risk related to interest rate changes[99]. - The Company plans to secure an additional line of credit with Weinstein Enterprises, Inc. if needed[89]. - The Company does not utilize derivative financial instruments, maintaining a straightforward approach to financing[99]. Risks and Uncertainties - The Company faces various risks including economic growth fluctuations, credit availability, and increasing competition, which could impact future performance[96]. - The Company is subject to risks from regulatory changes, lease cancellations, and litigation outcomes that could affect financial results[96]. - The Company’s financial condition is influenced by customer creditworthiness and the recoverability of claims against customers[96]. - The Company’s operations may be affected by external factors such as pandemics and shifts in work practices[96]. - There is uncertainty regarding the exercise of remaining lease extension options beyond May 31, 2035[95]. - The Company has no obligation to update forward-looking statements, emphasizing the importance of reviewing additional disclosures[98].

Financial Performance - For the three months ended January 31, 2024, the company reported a net loss of $(98,059), or $(0.04) per share, compared to a net income of $44,738, or $0.02 per share for the same period in 2023[70]. - For the six months ended January 31, 2024, the company reported a net loss of $(290,603), or $(0.14) per share, compared to a net income of $104,255, or $0.05 per share for the same period in 2023[75]. - Total revenues for the six months decreased to $10,738,644 from $11,607,553 in the comparable 2023 period, again primarily due to the loss of a tenant[76]. - Revenues decreased to $5,414,843 from $5,837,819 in the comparable 2023 period, primarily due to the loss of a tenant who terminated their lease effective March 31, 2023[71]. Operating Expenses - Real estate operating expenses decreased to $3,826,998 from $3,958,144 in the comparable 2023 period, mainly due to reduced rent expense and building maintenance costs[72]. Capital Expenditures and Liquidity - The company anticipates incurring an additional $3.2 million in capital expenditures over the next twelve months ending January 31, 2025[88]. - Total liquidity as of January 31, 2024, was $2,856,602, consisting of cash and cash equivalents of $691,515 and the fair value of marketable securities of $2,165,087[88]. - The company is in the process of securing an additional line of credit with Weinstein Enterprises, Inc. if needed[88]. Debt and Interest - As of January 31, 2024, the company had fixed-rate debt amounting to $4,552,114[97]. - Investment income exceeded interest expense by $233,986 in the current three months, compared to $9,733 in the comparable 2023 period, primarily due to increases in the fair value of marketable securities[73]. - The company does not use derivative financial instruments, mitigating exposure to market risk related to interest rate changes[97]. Risks and Forward-Looking Statements - The company faces various risks including economic growth fluctuations, regulatory changes, and increasing competition[96]. - Forward-looking statements may be affected by factors such as lease cancellations and the ongoing effects of COVID-19[95]. - The company emphasizes the importance of reviewing additional disclosures in quarterly and annual reports for updated information[96]. - The company has no obligation to publicly update forward-looking statements unless new information arises[96]. - The company’s financial condition may be influenced by the credit availability from financial institutions[96]. - The company is subject to risks related to the recoverability of claims against customers and third parties[96]. - The company’s estimates of costs and critical accounting policies may change, impacting financial results[96]. Lease Agreements - The company extended a lease with an office tenant for ten years, reducing the space from 46,421 to 23,210 square feet, with an annual base rent of $653,968 commencing after renovations[85]. Strategic Outlook - The company is monitoring the trends of office versus remote work practices as part of its strategic outlook[95].

Financial Performance - Total revenues for the three months ended October 31, 2023, were $5,323,801, a decrease of 7.7% compared to $5,769,734 for the same period in 2022[15] - Net loss for the three months ended October 31, 2023, was $192,544, compared to a net income of $59,517 for the same period in 2022, reflecting a significant decline in profitability[15] - Rental income for the three months ended October 31, 2023, was $5,323,801, a decline of 7.7% from $5,769,734 in the same period of 2022[15] - Revenues decreased to $5,323,801 from $5,769,734 in the comparable 2022 period, primarily due to the loss of a tenant who terminated their lease effective March 31, 2023[72] - For the three months ended October 31, 2023, the Company reported a net loss of $(192,544), or $(0.10) per share, compared to a net income of $59,517, or $0.03 per share in the same period of 2022[71] Cash Flow and Operating Activities - Cash provided by operating activities for the three months ended October 31, 2023, was $1,757,396, down from $2,543,488 in the same period of 2022, indicating a decrease of 30.8%[19] - Cash, cash equivalents, and restricted cash at the end of the period totaled $3,340,830, compared to $3,657,568 at the end of the same period in 2022, reflecting a decrease of 8.7%[19] - Cash and cash equivalents as of October 31, 2023, totaled $2,339,016, a decrease from $2,608,256 in the same period of 2022[58] - Interest paid for the three months ended October 31, 2023, was $42,519, down from $62,782 in the same period of 2022[59] Assets and Liabilities - Total assets as of October 31, 2023, were $90,980,337, a decrease from $91,915,382 as of July 31, 2023[13] - Total liabilities decreased to $37,868,176 as of October 31, 2023, from $38,610,677 as of July 31, 2023, reflecting a reduction of 1.9%[13] - Shareholders' equity as of October 31, 2023, was $53,112,161, down from $53,304,705 as of July 31, 2023, indicating a decrease of 0.4%[13] Operating Expenses - Real estate operating expenses for the three months ended October 31, 2023, were $3,692,616, a decrease of 2.4% compared to $3,785,421 in the same period of 2022[15] - Real estate operating expenses decreased to $3,692,616 from $3,785,421 in the comparable 2022 period, mainly due to reduced rent expense and payroll costs[73] - Operating lease costs for leased real property were $748,711 for the three months ended October 31, 2023, compared to $840,400 in 2022, resulting in an excess of sublease income over lease cost of $1,076,168[53] Investments and Securities - The company's marketable securities were valued at $2,136,874 as of October 31, 2023, down from $2,300,441 as of July 31, 2023, with unrealized gains of $636,727 and losses of $0[44] - The Company had fixed-rate debt of $4,877,262 as of October 31, 2023, which does not expose it to market risk related to interest rate changes[85] Future Projections - Future minimum non-cancelable rental income is projected to total $89,248,018, with $13,044,083 expected for the remainder of 2024[49] Other Financial Information - The Company contributed $120,251 to its noncontributory Money Purchase Plan for the three months ended October 31, 2023, compared to $113,500 in 2022[54] - The Company incurred expenditures of $56,650 for facade restoration and $139,301 for tenant improvements during the three months ended October 31, 2023[79] - The company has determined there was no impairment of its property and equipment as of October 31, 2023, and July 31, 2023[26] - The company had a federal net operating loss carryforward of approximately $9,172,000 as of July 31, 2023, available to offset future taxable income[34] Tenant and Lease Information - Three tenants accounted for approximately 50% of receivables as of October 31, 2023, and two tenants accounted for 27% of total rental revenue for the three months ended October 31, 2023[46] - A tenant occupying 22,045 square feet at the Company's Jamaica, New York premises renewed its lease for another five-year term through June 30, 2028[75] - The Company leased approximately 25,000 square feet at its Fishkill, New York building for storage space, with total rent of $162,363 prepaid[76] - Rent deferrals included in receivables were $20,000 and $50,000 as of October 31, 2023, and July 31, 2023, respectively[29] Corporate Governance - A certain officer's departure was reported on October 5, 2023, which may impact future leadership dynamics[94] - The Company has not identified any changes in risk factors from those disclosed in its Annual Report on Form 10-K for the fiscal year ended July 31, 2023[89] Reporting and Compliance - The company’s interim financial statements reflect all normal recurring adjustments necessary for a fair statement of results, but results for the current period may not be indicative of the entire fiscal year ending July 31, 2024[22] - The report was filed on October 19, 2023, indicating timely disclosure of financial performance[93] - The Company reported its financial results for the three and twelve months ended July 31, 2023[92]

Real Estate Properties - The Company operates multiple commercial real estate properties, with a total of approximately 1,500,000 square feet across various locations in New York and Ohio[32]. - As of July 31, 2023, the occupancy rate for the Brooklyn Fulton Street property was 59.51%, with a total gross annual rent of $7,099,329[38]. - The federal tax basis for the Brooklyn Fulton Street property is $22,607,989, with accumulated depreciation of $14,453,318, resulting in a net carrying value of $8,154,671[39]. - The Company has a long-term lease for a garage at Livingston Street, which includes truck bays and passage facilities totaling approximately 17,000 square feet, expiring in 2043 with a renewal option to 2073[40]. - The Jowein building at Elm Place has an occupancy rate of 83.46% as of July 31, 2023, with a total gross annual rent of $5,086,090[43]. - The federal tax basis for the Jowein building is $7,550,837, with accumulated depreciation of $5,168,848, leading to a net carrying value of $2,381,989[45]. - As of July 31, 2023, the occupancy rate for the Jamaica property is 80.58%, with a total of 10 leases covering 239,329 square feet and generating an annual rent of $5,725,674[49]. - The federal tax basis for the Jamaica property is $13,863,981, with accumulated depreciation of $9,889,906, resulting in a net carrying value of $3,974,075 as of July 31, 2023[49]. - The Fishkill property has a current occupancy rate of 22.27% as of July 31, 2023, with a federal tax basis of $22,423,614 and accumulated depreciation of $15,861,531, leading to a net carrying value of $6,562,083[53]. - The Massapequa property has a 100% occupancy rate as of July 31, 2023, with two tenants occupying a total of 133,400 square feet and generating an annual rent of $847,362[58]. - The Circleville property has a federal tax basis of $4,493,846, with accumulated depreciation of $4,183,897, resulting in a net carrying value of $309,949 as of July 31, 2023[61]. - The Company has approximately 156,000 square feet of building space available for lease in Fishkill, with plans to renovate upon execution of future leases[52]. - The Company does not own the property at 25 Elm Place, Brooklyn, and any improvements are made by tenants[59]. Tenant Relations and Lease Management - The Company emphasizes tenant retention and actively markets available space to various sectors, including governmental agencies and educational institutions[27]. - The Company intends to negotiate lease renewals as they come due, contingent on tenants maintaining adequate finances[37]. - The Company has extended its lease in Jamaica, New York, to May 31, 2035, with four additional five-year options, totaling a potential lease term of 20 years[46]. - The Levittown property has a lease agreement with a restaurant that has been extended until May 3, 2028, with ownership of the building reverting to the Company at the end of the lease[55]. Financial Reporting and Audit - The company's internal control over financial reporting is assessed as effective as of July 31, 2023, based on criteria from the Committee of Sponsoring Organizations of the Treadway Commission[79]. - Audit fees for fiscal year 2023 totaled $170,000, consistent with the previous year, while total fees paid to the independent registered public accounting firm amounted to $227,500, a slight increase from $227,100 in 2022[91][93]. - The company filed one report on Form 8-K during the three months ended July 31, 2023, reporting financial results for the three and nine months ended April 30, 2023[81]. - The company has not included an attestation report from its independent registered public accounting firm regarding internal controls over financial reporting due to a permanent exemption for smaller reporting companies[80]. - The company’s audit-related fees for fiscal year 2023 were $12,500, compared to $12,100 in 2022, indicating a slight increase[91]. - Tax fees for fiscal year 2023 remained unchanged at $45,000, consistent with the previous year[92]. - The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting[79]. - The consolidated financial statements and report of the independent registered public accounting firm were dated October 19, 2023[96]. Employment and Labor Relations - The Company has a contract with a union covering approximately 27% of its 30 employees, indicating good labor relations[17]. - Mark S. Greenblatt, the Chief Financial Officer, will resign effective December 31, 2023, continuing to be subject to his employment agreement until that date[85][96]. - The company has extended employment agreements for executive officers, with the latest extension effective August 1, 2023, scheduled to end on July 31, 2026[96]. - The Company has approximately 800 shareholders of record as of September 5, 2023[68]. Risks and Challenges - The Company is subject to risks including economic downturns, environmental liabilities, and the impact of COVID-19 on commercial real estate demand[23][27].

Financial Performance - For the three months ended April 30, 2023, the company reported a net loss of $(39,160), or $(0.02) per share, compared to a net loss of $(57,037), or $(0.03) per share for the same period in 2022, primarily due to increased rental income and decreased bad debt expense [69]. - Revenues for the three months increased to $5,563,396 from $5,484,082 in the comparable 2022 period, driven by rental income from new tenants and increased rents from existing tenants [70]. - For the nine months ended April 30, 2023, the company reported net income of $65,095, or $0.03 per share, compared to a net loss of $(643,617), or $(0.32) per share for the same period in 2022, attributed to increased rental income and decreased bad debt expense [73]. - Revenues for the nine months increased to $17,170,949 from $15,891,978 in the comparable 2022 period, primarily due to rental income from new tenants and increased rents from existing tenants [74]. Operating Expenses - Real estate operating expenses for the nine months increased to $11,595,422 from $11,063,910, mainly due to higher real estate taxes, insurance, and building maintenance costs [74]. Interest and Debt - Interest expense exceeded investment income by $(265,455) for the nine months ended April 30, 2023, an improvement from $(281,392) in the comparable 2022 period, primarily due to increases in the fair value of marketable securities [76]. - The company had fixed-rate debt of $5,517,120 as of April 30, 2023, which does not expose it to market risk related to changes in interest rates [92]. Rental Income and Leases - The company experienced a loss in rental income of approximately $1,000,000 per annum due to the termination of a lease by a tenant occupying 46,421 square feet [80]. - The company extended leases for several tenants, including a retail tenant for an additional ten years until February 28, 2034, and an office tenant for an additional year until June 30, 2024 [82]. Capital Expenditures - The company completed facade restoration at its 9 Bond Street building for a total cost of $321,013 during the nine months ended April 30, 2023 [84].

Financial Performance - For the three months ended January 31, 2023, the company reported net income of $44,738, or $0.02 per share, compared to a net loss of $(195,830), or $(0.10) per share for the same period in 2022[72]. - For the six months ended January 31, 2023, the company reported net income of $104,255, or $0.05 per share, compared to a net loss of $(586,580), or $(0.29) per share for the same period in 2022[76]. Revenue Growth - Revenues increased to $5,837,819 for the three months ended January 31, 2023, up from $5,328,349 in the comparable 2022 period, primarily due to rental income from new tenants and increased rents from existing tenants[73]. - Revenues for the six months ended January 31, 2023, increased to $11,607,553 from $10,407,896 in the comparable 2022 period, driven by rental income from new tenants and increased rents from existing tenants[77]. Expenses - Real estate operating expenses rose to $3,958,144 for the three months ended January 31, 2023, compared to $3,670,065 in the same period in 2022, mainly due to higher real estate taxes and building maintenance costs[73]. - Administrative and general expenses decreased to $2,657,086 for the six months ended January 31, 2023, down from $2,821,524 in the comparable 2022 period, primarily due to lower bad debt expense and legal fees[78]. Debt and Interest - The company had fixed-rate debt of $5,832,207 as of January 31, 2023, which does not expose it to market risk related to changes in interest rates[92]. - Investment income exceeded interest expense by $9,733 for the three months ended January 31, 2023, a significant improvement from the prior year when interest expense exceeded investment income by $(63,290)[75]. Future Outlook - The company anticipates a loss in rental income of approximately $1,000,000 per annum due to a tenant's intent to terminate their lease effective March 31, 2023[83]. Capital Expenditures - The company completed facade restoration at its 9 Bond Street building for a total cost of $321,013 during the six months ended January 31, 2023[85].